2002 08 06 RDAT44 4 XP Q"
Redevelopment Agency Agendas are
available on the City's Web Page
@ www.la-quinta.org
Redevelopment Agency
Agenda
CITY COUNCIL CHAMBER
78-495 Calle Tampico
La Quinta, California 92253
Regular Meeting
Tuesday, August 6 - 2:00 P.M.
Beginning Res. No. RA 2002-16
I. CALL TO ORDER
Roll Call:
Board Members: Adolph, Pena, Perkins, Sniff, Chairperson Henderson
IL PUBLIC COMMENT
At this time, members of the public may address the Redevelopment Agency on any matter not
listed on the agenda. Please complete a "request to speak" form and limit your comments to
three minutes. Please watch the timing device on the podium.
Ill. CLOSED SESSION
CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, JERRY HERMAN,
PURSUANT TO GOVERNMENT CODE SECTION 54956.8 CONCERNING POTENTIAL
TERMS AND CONDITIONS OF ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY
LOCATED NORTHEAST OF THE INTERSECTION OF EISENHOWER DRIVE AND CALLE
TAMPICO. ASSESSORS PARCEL NUMBER: PART OF 773-022-014, PROPERTY
OWNER/NEGOTIATOR HAL LYNCH, RGC
2. CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, JERRY HERMAN,
PURSUANT TO GOVERNMENT CODE SECTION 54956.8 CONCERNING POTENTIAL
TERMS AND CONDITIONS OF ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY
LOCATED WEST OF MONTEZUMA, EAST OF THE COACHELLA VALLEY WATER
DISTRICT STORM WATER CHANNEL, SOUTH OF CALLE ENSENADA AND NORTH OF
CALLE CHILLON. ASSESSORS PARCEL NUMBERS: 773-245-002, 773-311-027 AND
774-020-003, PROPERTY OWNER/NEGOTIATOR: C. BYRON MURPHY/RICK MORRIS
RDA Agenda
August 6, 2002
3. CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, JERRY HERMAN,
PURSUANT TO GOVERNMENT CODE SECTION 54956.8 CONCERNING POTENTIAL
TERMS AND CONDITIONS OF ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY
LOCATED ON THE NORTH SIDE OF CALLE TAMPICO, WEST OF DESERT CLUB DRIVE,
EMBASSY SUITES (TENTATIVE PARCEL MAP 29909, PARCEL 8)• PROPERTY
OWNER/NEGOTIATOR: DANNY BROWN, BISON HOTEL GROUP
4. CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, MARK WEISS,
PURSUANT TO GOVERNMENT CODE SECTION 54956.8 CONCERNING POTENTIAL
TERMS AND CONDITIONS OF ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY
LOCATED SOUTHEAST OF THE MILES AVENUE AND WASHINGTON STREET
INTERSECTION AND NORTH OF THE WHITEWATER CHANNEL (APN's 604-040-012/013
AND 604-040-022/023). PROPERTY OWNER/NEGOTIATOR: RICHARD OLIPHANT,
CALIFORNIA INTELLIGENT COMMUNITIES.
CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, MARK WEISS,
PURSUANT TO GOVERNMENT CODE SECTION 54956.8 CONCERNING POTENTIAL
TERMS AND CONDITIONS OF ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY
LOCATED SOUTH OF AVENUE 52, WEST OF THE COACHELLA BRANCH OF THE ALL-
AMERICAN CANAL (APN's 770-260-017, 772-290-006, 772-3210-002 & 003.)
PROPERTY OWNER/NEGOTIATOR: CHEVIS HOSEA, KSL DESERT RESORTS, INC.
6. CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, MARK WEISS,
PURSUANT TO GOVERNMENT CODE SECTION 54956.8 CONCERNING POTENTIAL
TERMS AND CONDITIONS OF ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY
LOCATED AT 78-950 HIGHWAY 111 (APN 643-080-004), WAL-MART STORE.
PROPERTY OWNER/ NEGOTIATOR: CHRIS MOORE, KOHL'S
NOTE: Time permitting, the Redevelopment Agency Board may conduct Closed Session
discussions during the dinner recess. In addition, when the Agency is considering acquisition
of property, persons identified as negotiating parties are not invited into the Closed Session
Meeting.
RECONVENE AT 3:00 PM
IV. PUBLIC COMMENT
At this time members of the public may address the Agency Board on items that appear within
the Consent Calendar or matters that are not listed on the agenda. Please complete a "request
to speak" form and limit your comments to three minutes. When you are called to speak,
please come forward and state your name for the record. Please watch the timing device on
the podium.
For all Agency Business Session matters or Public Hearings on the agenda, a completed
"request to speak" form should be filed with the City Clerk prior to the Agency beginning
consideration of that item.
RDA Agenda -2- August 6, 2002
V. CONFIRMATION OF AGENDA
VI. APPROVAL OF MINUTES
1 . APPROVAL OF THE MINUTES OF JULY16, 2002.
VII. CONSENT CALENDAR
Note: Consent Calendar items are considered to be routine in nature and will be approved by
one motion.
1. APPROVAL OF DEMAND REGISTER DATED AUGUST 6, 2002.
2. AUTHORIZATION TO DISTRIBUTE A REQUEST FOR PROPOSALS (RFP) FOR A LA
QUINTA/COACHELLA VALLEY MARKET STUDY.
3. APPROVAL OF A ONE-YEAR LEASE BY AND BETWEEN THE LA QUINTA
REDEVELOPMENT AGENCY AND THE INDEPENDENT GOLF RESEARCH CORPORATION
(PELZ SHORT COURSE AND ACADEMY) FOR AGENCY -OWNED PROPERTY LOCATED
A 79-999 OLD AVENUE 52.
4. APPROVAL OF A ONE-YEAR LEASE BY AND BETWEEN THE LA QUINTA
REDEVELOPMENT AGENCY AND MDS CONSULTING FOR AGENCY -OWNED PROPERTY
LOCATED AT 79-999 OLD AVENUE 52.
0 APPROVAL OF: 1) LOAN FROM THE GENERAL FUND TO LA QUINTA REDEVELOPMENT
AGENCY PROJECT AREA NO. 2; 2) ADOPTION OF A RESOLUTION MAKING FINDINGS
PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445; AND 3) FINANCING
AGREEMENTS BETWEEN THE LA QUINTA REDEVELOPMENT AND THE CITY OF LA
QUINTA FOR PARK IMPROVEMENTS BETWEEN THE LA QUINTA REDEVELOPMENT
AGENCY AND THE CITY OF LA QUINTA FOR PARK IMPROVEMENTS TO THE LA
QUINTA COMMUNITY PARK, PROJECT 2000-11 .
6. APPROVAL TO AWARD A CONTRACT TO CONSTRUCT THE LA QUINTA COMMUNITY
PARK PROJECT 2000-11 .
Vill. BUSINESS SESSION
1. CONSIDERATION OF A REQUEST FOR PROPOSALS (RFP) FOR LAND USE PLANNING
SERVICES FOR THE RANCH PROPERTY.
A. MINUTE ORDER ACTION
2. CONSIDERATION OF OPTION AGREEMENT WITH WAL-MART FOR POSSIBLE PURCHASE
OF PROPERTY.
A. MINUTE ORDER ACTION
RDA Agenda
-3-
August 6, 2002
IX. STUDY SESSION -None.
X. DEPARTMENT REPORTS
CITY MANAGER
A. TRANSMITTAL OF CORRESPONDENCE FROM COACHELLA VALLEY UNIFIED
SCHOOL DISTRICT ("DISTRICT") SEEKING AN AMENDMENT TO AGREEMENT
FOR COOPERATION BETWEEN THE CITY OF LA QUINTA, THE LA QUINTA
REDEVELOPMENT AGENCY AND THE DISTRICT.
XI. CHAIR AND BOARD MEMBERS' ITEMS
XII. PUBLIC HEARINGS - None.
XII. ADJOURNMENT - Adjourn to a regularly scheduled Meeting of the Redevelopment Agency to
be held on September 17, 2002, commencing with closed session at 2:00 p.m. and open
session at the conclusion of the 3:00 p.m. City Council business session in the City Council
Chambers, 78-495 Calle Tampico, CA 92253.
DECLARATION OF POSTING
I, June S. Greek, Secretary of the La Quinta Redevelopment Agency, do hereby declare that the
foregoing agenda for the La Quinta Redevelopment Agency meeting of Tuesday, August 6, 2002 was
posted on the outside entry to the Council Chambers, 78-495 Calle Tampico and on the bulletin board
at the La Quinta Chamber of Commerce and at Stater Bros. 78-630 Highway 111, on Friday, August
2, 2002..
DATED: August 2, 2002
2t��� =�Zz_ -
JUN REEK, CMC
Agency Secretary, City of La Quinta, California
PUBLIC NOTICES
The La Quinta City Council Chamber is handicapped accessible. If special equipment is needed for the
hearing impaired, please call the City Clerk's Office at 777-7025, 24-hours in advance of the meeting
and accommodations will be made
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RDA Agenda -4- August 6, 2002
w5
C�n1 OF T 9
COUNCIL/RDA MEETING DATE: AUGUST 6, 2002
ITEM TITLE:
Demand Register Dated August 6, 2002
RECOMMENDATION:
It is recommended the Redevelopment Agency Board:
AGENDA CATEGORY:
BUSINESS SESSION
CONSENT CALENDAR
STUDY SESSION
PUBLIC HEARING
Receive and File the Demand Register Dated August 6, 2002 of which $136,279.00
represents Redevelopment Agency Expenditures.
PLEASE SEE CONSENT CALENDAR ITEM NUMBER 1 ON CITY COUNCIL AGENDA
c&t,, 4 4 Q"
AGENDA CATEGORY:
BUSINESS SESSION:
COUNCIL/RDA MEETING DATE: August 6, 2002 CONSENT CALENDAR:
ITEM TITLE: STUDY SESSION:
Authorization to Distribute a Request for Proposals (RFP)
for a La Quinta/Coachella Valley Market Study PUBLIC HEARING:
RECOMMENDATION:
Authorize the distribution of an RFP to prepare a market study that will be
incorporated into the 2003-04 Economic Development Plan and the City's
marketing materials.
FISCAL IMPLICATIONS:
The Agency's 2002-03 budget includes funding for the market study update as
part of the Agency's overall economic development work program for fiscal year
2002-03. It is anticipated that up to $80,000 of the Agency's funds from account
numbers 405-902-603-595 (Project Area No. 1) and 406-905-605-526 (Project
Area No. 2) will be used to fund the Market Study Update. The budget provides
that half of this cost will be derived from Project Area No. 1 and half would be
derived from Project Area No. 2.
BACKGROUND AND OVERVIEW:
The 2002-03 Annual Operating Budget provides for a comprehensive economic
development work program for the Agency. One component entails updating the
1999 Real Estate Market Study. Data from this Market Study is incorporated in the
2002-03 Economic Development Plan, and provides the basis for some of the
City's marketing materials. The Sedway Group prepared this analysis of local and
regional market conditions in 1999. The study presented overall market trends,
and anticipated space absorption for retail, office, industrial, and resort uses.
During review of the 2002-03 Economic Development Plan, the Agency Board
directed staff to update this market study during the 2002-03 fiscal year. In order
to receive the results to incorporate into the City's new marketing materials, and in
order to evaluate the potential demand for resort and hospitality uses that may be
attracted to the Agency's Ranch property, staff is recommending that the process
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to retain a firm and begin the market study be initiated at this time.
As detailed in the attached Request for Proposals (Attachment 1), the market study
update will include the following key components:
• A demographic forecast extending to the year 2007
• An analysis of La Quinta's real estate market perception and potential
• A space demand forecast for regional -serving retail, neighborhood
retail, resort retail, lodging/hotel, office, light industrial, and live/work
housing development
• An assessment of the land use requirements for each land use
category
• A space absorption timetable
If authorized by the Agency, staff will transmit the RFP to prospective market
research firms by Friday, August 9, 2002. Proposals will be due on September 13,
2002, after which interviews will be scheduled with qualified candidates. Staff
anticipates that a recommendation will be brought to the Agency Board for
subsequent consideration at the October 15, 2002 meeting.
The selection process follows the procedures outlined for "major projects," being
projects defined as having a value of more than $25,000. The procedures
encompass establishing a selection committee, reviewing the proposals, and
negotiating a contract for final approval by the Agency.
Staff proposes that the Selection Committee be comprised of the following
members:
Mark Weiss, Assistant Executive Director
Jerry Herman, Community Development Director
Debbie Powell, Management Analyst
Frank Spevacek, Agency Consultant
The Agency Board may appoint one or two members to participate in or observe
the selection process.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Redevelopment Agency Board include:
1. Authorize the distribution of an RFP to prepare a market study that will be
incorporated into the 2003-04 Economic Development Plan and the City's
marketing materials; or
007
02
2. Do not authorize the distribution of an RFP to prepare a market study that
will be incorporated into the 2003-04 Economic Development Plan and the
City's marketing materials; or
3. Provide staff with alternative direction.
Respectfully submitted,
Q `
- kl, � Mark Weiss, Assistant Executive Director
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachments: 1. Request for Proposals
008
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ATTACHMENT 1
La Quinta Redevelopment
Agency
La Quintc/Coachella Valley
Market Study
005
Introduction
The City of La Quinta is located in the Eastern Central Coachella Valley; the
City is bounded by Indian Wells to the west, Indio to the east, and
unincorporated County areas to the north and south. Located approximately 2
miles south of Interstate 10, primary access is via State Highway 111 and
Washington Street. Historically, the City has been identified with the La
Quinta Hotel, the PGA West golf facilities, and the annual La Quinta Arts
Festival. Today, La Quinta is capitalizing on continued growth in the Greater
Coachella Valley.
In 2002, the La Quinta Redevelopment Agency and the City of La Quinta
adopted an Economic Development Strategic Plan to guide efforts to identify,
attract, and develop new regional retail, neighborhood retail, recreational and
residential uses to the City. One component of this Plan was a market study
prepared in January 1999 by the Sedway Group. The market study projected
the extent that such uses could be accommodated in the Coachella Valley and
in the City of La Quinta.
Over the past three years, the Agency has annually implemented, reviewed
and amended the Economic Development Strategic Plan, while the market
study has remained unchanged. Today, the Agency desires to update the
market study to renew the forecasted real estate absorption for the next five
years, and review market demand for light industrial uses. The updated
market study will serve as a framework to reevaluate and adjust the City's
economic development initiatives.
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nio
Desired Services
The selected market consultant will be expected to compile statistics from local
and regional sources, interview real estate professionals and major
landowners, and consult with planning departments of La Quinta and
surrounding communities. The market study update should incorporate the
following key components:
- DEMOGRAPHIC FORECAST: Update socioeconomic trends forecast,
using 2002 as baseline and extending to the year 2007. At a minimum,
the forecast should project future growth in population, age distribution,
household size, permanent nonagricultural employment by industry,
tourism, and lodging demand for La Quinta, the Coachella Valley, and
Riverside County.
THE OPPORTUNITIES ANALYSIS: Based on discussions with local
officials and the real estate community, describe the market perception
and potential of La Quinta in context of the Coachella Valley.
REAL ESTATE DEMAND FORECAST: Project market demand for the
following uses in the Greater Coachella Valley, and identify La Quinta's
potential share of this demand:
a) Regional Servicing Retail e) Lodging/Hotel
b) Neighborhood Retail f) Office
c) Commercial Retail g) Light Industrial
d) Live/Work Housing
LAND AREA REQUIREMENTS: Identify the amount of land area that will
be required to absorb the projected demand, as well as any desirable
site characteristics.
ABSORPTION FORECAST: Project a timetable for the absorption of
identified uses.
DELIVERABLES: The market consultant shall prepare and submit to City
staff five (5) copies of the screencheck market study, consisting of a
narrative analysis and summary of the market conclusions and support
tables and charts, for staff review. Upon completion of the work effort,
the consultant shall submit ten (10) bound originals of the final study
and a digital version on CD.
SCHEDULE: The market study contract is expected to be awarded in
mid -October, work should be completed by mid -December.
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Application Procedure
Pre -Proposal Conference
A pre -proposal conference will be scheduled for Tuesday, August 20, 2002, at
1:00 p.m., at La Quinta City Hall in the Session Room, 78-495 Calle Tampico,
La Quinta, California.
Proposal Packages and Submittal Deadline
Proposal packages (Work Proposals and Cost Proposals) are to be submitted in
separate envelopes, clearly marked with the consultant's name, address and
phone number. Work proposals are to be submitted in the envelope marked
"Work Proposal" and cost proposals are to be submitted in the envelope
marked "Cost Proposals". Only one proposal per consultant will be
considered.
Proposal packages are to be received by 5:00 p.m., Friday, September 13,
2002. Proposal packages are to be delivered to:
Mark Weiss, Assistant Executive Director
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Contact Person
All questions regarding The Ranch, the master planning process, and this
Request for Proposals should be directed to Mark Weiss via phone at
760.777.7100 or via email at mweiss@la-quinta.org.
01)9
Proposal Format
Consultants are encouraged to keep their proposals brief and relevant to the
specific work required. Proposals shall be separated into two envelopes, a
Work Proposal Envelope and a Cost Proposal Envelope. The Selection
Committee will rank the consultants for contract negotiations based upon the
materials submitted in the Work Proposal. Only after the ranking process is
complete, will the Cost Proposal from the "top ranked" firm be opened.
The proposal shall include a minimum of the following items:
Work Proposal (Envelope 1) - Submit six (6) copies limited to a maximum
of 20 pages.
A. Cover Letter
i. The name, address and phone number of the consultant's
contact person for the remainder of the selection process.
ii. Any qualifying statements or comments regarding the
consultant's proposal, relevant to the information provided
in the RFP or the proposed contract.
iii. Identification of sub consultants and responsibilities.
B. Statement of Qualifications
i. A listing of proposed project personnel, including personal
experiences and resumes for prime and sub consultants.
ii. Consultant's and sub consultant experience with similar
work, including names and current phone numbers of
references for listed projects.
C. Project Understanding and Approach
i. A description of the project team's understanding of the
project, and how the Consultant's firm will approach
project development.
D. Scope of Work Program
i. A description of the tasks, sub tasks, and specific
deliverables that will be provided.
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014
E. Schedule Requirements
i. The anticipated date for a Notice to Proceed is October
21, 2002.
ii. The Agency envisions a 3 month process to prepare, review
and final the market study.
2. Cost Proposal (Envelope 2)
A. The consultant is to submit a detailed cost proposal for all
services and materials including the firm's direct and indirect rate
(with overhead) and percent of profit anticipated in completing
the project as outlined in the RFP. Man hours and extended
billing rates per classification of personnel will be indicated for
each task and/or sub task defined therein. The consultant shall
determine a not -to -exceed allowance for reimbursables included
within the cost proposal.
Selection Process
Work programs will be reviewed by a Consultant Selection Committee. The
Committee will rank the consultants for contract negotiations based upon the
materials submitted in the Work Proposal. The Committee may choose to
interview two or more closely rated firms, but may not expect or schedule time
for elaborate presentations by those consultants. Only after the ranking
process is complete, will the Cost Proposal from the "top ranked" firm be
opened.
The Agency will open contract negotiations with the top -ranked firm. The
successful consultant will be expected to enter into the attached Professiona
Services Agreement.
The tentative schedule is as follows:
Issue Request for Proposals August 9, 2002
Pre -proposal meeting August 20, 2002
Proposal due September 13, 2002
Oral interviews Week of September 23, 2002
Recommendation to the Agency October 15, 2002
Start Project October 21, 2002
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COUNCIL/RDA MEETING DATE: August 6, 2002
ITEM TITLE:
Approval of a One -Year Lease by and Between the
La Quinta Redevelopment Agency and the Independent
Golf Research Corporation (Pelz Short Course and
Academy) for Agency -Owned Property Located at
79-999 Old Avenue 52
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR: 5-
STUDY SESSION:
PUBLIC HEARING:
Approve a one-year lease agreement by and between the La Quinta Redevelopment
Agency and Independent Golf Research Corporation, DBA the Dave Pelz Scoring
Game School, for Agency -owned real property located at 79-999 Old Avenue 52,
and authorize the Executive Director to execute the lease documents.
FISCAL IMPLICATIONS:
During the 12-month term of the lease agreement, the Agency will receive
approximately $60,000 in net rental income. The lease is structured so that the
Dave Pelz Scoring Game School would be responsible for facility operational
expenses (utilities, building and landscape maintenance, and minor building repairs).
The Agency would be responsible for major building and facility repairs. Property
management fees are estimated to be $5,000. Adequate funds have been budgeted
in Redevelopment Project Area No. 1, account number 405-902-603-000.
BACKGROUND AND OVERVIEW:
The Dave Pelz Scoring Game School has been operating a short course golf academy
at this location for a number of years, providing instruction on the short golf game.
In addition to the La Quinta facility, they operate schools in four other locations
serving both pro and amateur golfers. Their La Quinta operation offers classes from
November through May, and typically generates annual gross receipts in excess of
$1.5 million. Their lease with KSL expired in May 2002. When the Agency
acquired The Ranch, the Pelz School was completing their 2001-2002 season. Staff
initiated discussions with the Pelz School regarding their interest in reoccupying the
facility and instituting a one-year lease while the Agency planning for the site is
underway.
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The lease (Attachment 1) provides the Pelz School exclusive use of the Ahmanson
Ranch House, an adjoining modular office, and the golf greens for one year. The
lease rate would be 10% of the gross revenue from the La Quinta facility, less
refunded tuition and sales tax payments. The lease provides that the Pelz School
would be responsible for facility operations and maintenance and these costs
(utilities, building, greens and pool maintenance, and minor facility repairs) would be
deducted from the monthly lease payments. The annual operations and maintenance
costs are estimated to be $90,000. During the 2001-2002 season, the Pelz
School's revenue from the La Quinta facility was $1.5 million. At the 10% lease
rate, this would generate $150,000 in gross lease revenue. Deducting the
estimated $90,000 of expenses, the Agency would receive $60,000 in net lease
income.
Staff recommends that the Agency enter into a one-year lease with the Pelz School
because:
• the Pelz School attracts numerous visitors to La Quinta who attend their
classes; per the Pelz School and confirmed by KSL Recreation, during their 7
month school year they generate 32 room nights per week at the La Quinta
Resort and Club which generates additional business in the community;
• the Agency does not have any immediate use for these facilities;
• the Agency is embarking on a master planning process that will determine the
disposition of this property during the next year; and
• the Pelz School is a viable tenant that desires to remain at this location.
Since the lease is for only one year, staff proposes that RSG, the Agency's real
estate and redevelopment consultant, serve as the Agency's contact for all day-to-
day property management matters. RSG previously performed this service when the
Agency acquired the 50 single-family residences in the Cove that are part of the
Rental Housing Program. They managed these units for a 14-month period until a
local residential property management firm was retained. During this period, staff
did not receive any service or facility maintenance complaints from the tenants.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Redevelopment Agency Board include:
1. Approve a one-year lease agreement by and between the La Quinta
Redevelopment Agency and Independent Golf Research Corporation, DBA the
Dave Pelz Scoring Game School, for Agency -owned real property located at 79-
999 Old Avenue 52, and authorize the Executive Director to execute the lease
documents; or
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2. Do not approve a one-year lease agreement by and between the La Quinta
Redevelopment Agency and Independent Golf Research Corporation, DBA the
Dave Pelz Scoring Game School, for Agency -owned real property located at 79-
999 Old Avenue 52, and do not authorize the Executive Director to execute the
lease documents; or
3. Provide staff with alternative direction.
Respectfully submitted,
Mark Weiss, Assistant Executive Director
Approved for submission by:
T
Thomas P. Genovese, Executive Director
Attachment: 1. Independent Golf Research Corporation, DBA the Dave Pelz
Scoring Game School Lease Agreement
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ATTACHMENT 1
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") is made effective the day of
, 2002, by and between THE LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and politic ("Landlord") and INDEPENDENT GOLF RESEARCH, a
Texas corporation, DBA THE DAVE PELZ SCORING GAME SCHOOL ("Tenant").
RECITALS
A. Landlord is the owner of that certain real property located in the City of La
Quinta, County of Riverside, State of California, more commonly known as 79-999 Old Avenue
52, located in the city of La Quinta, County of Riverside, State of California, and more
particularly described on Exhibit "A", attached hereto and incorporated herein (the "Land"); and
(ii) certain improvements located on the Land consisting of two (2) buildings, and surrounding
ancillary facilities containing approximately square feet of space, commonly known as
the "Ahmanson Ranch House", and appurtenances thereto (collectively, the "Improvements").
The Land and the Improvements are hereinafter referred to together as the "Leased Premises",
and are more particularly depicted on Exhibit `B", attached hereto and incorporated herein.
B. Tenant is in the business of the development, implementation, operation,
instruction, management, and supervision of "short game" golf, and a variety of clinics, lessons,
mini -schools, and outings in connection therewith (collectively, the "Programs"). Tenant desires
to provide the Programs on the Leased Premises pursuant to the terms and conditions set forth
herein. The Programs shall be known as the "Dave Pelz Short Game SchoolTM."
C. Landlord desires to lease to Tenant and Tenant desires to lease from Landlord the
Leased Premises on the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements set forth herein,
Landlord and Tenant agree as follows:
ARTICLE I
Leased Premises and Use of Name/Logo
1.1 Leased Premises. Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, the Leased Premises, together with the non-exclusive right to use in common
with others the parking areas, driveways and walkways located on the Land, upon the terms and
conditions set forth in this Lease. Tenant hereby covenants and warrants that Tenant shall
comply with all applicable laws, rules and regulations, including, without limitation, Landlord's
and the City of La Quinta's rules and regulations, in connection with its operations on the Land.
1.2 Conditions of Leased Premises; "AS -IS" Provision. Tenant acknowledges that it
has had an adequate opportunity to inspect the Leased Premises and to investigate its physical
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619/015610-0048
304489.04 AM02
characteristics and conditions, and hereby waives any and all objections to the physical
characteristics and conditions of the Leased Premises. Tenant acknowledges that Landlord has
not made any representations, warranties or agreements to or with Tenant as to any matters
concerning the Leased Premises, the present use thereof, or the suitability of Tenant's intended
use of the Leased Premises. The foregoing disclaimer includes, without limitation, topography,
climate, air, water rights, utilities, present and future zoning, soil, subsoil, existence of hazardous
waste or similar substances, purposes to which the Leased Premises is suited, drainage or access
to public roads. Tenant further acknowledges and agrees that the Leased Premises is being
leased and accepted by Tenant in its present condition, "AS -IS", and that no patent or latent
physical condition of the Leased Premises, whether or not known or discovered, shall affect the
rights of either party hereto. Tenant has investigated and has knowledge of operative or imposed
governmental laws and regulations (including, but not limited to, zoning, environmental,
including specifically the regulations of the Environmental Protection Agency, and land use laws
and regulations) to which the Leased Premises may be subject, and is leasing the Leased
Premises on the basis of its review and determination of the application and effect of such laws
and regulations. Tenant has neither received nor relied upon any representations concerning
such laws and regulations made by Landlord or any person acting under or on behalf of
Landlord. Any agreements, warranties or representations not expressly contained in this Lease
shall in no way bind Landlord.
1.3 Property Facilities. Landlord hereby grants to Tenant the exclusive right to use
the Leased Premises, specifically the main ranch house, use of the office trailer (as further
described herein), and those facilities specifically created for the Programs (as may be altered
and improved as provided below) for purposes of conducting its Programs during the term of this
Lease.
1.4 Use of Name/Logo. Tenant hereby authorizes and grants Landlord a license to
use its name, trademarks, service marks and logo in Landlord's advertising, public relations and
other promotions that relate to the Land or the Leased Premises. Landlord understands and
agrees that such authorization and license is non-exclusive and shall terminate upon the
expiration or earlier termination of this Agreement. Any use, advertisement or promotional
material or information by Landlord using Tenant's name, trademark, service mark and logo, or
any of them, must be pre -approved in writing by Tenant, which approval shall not be
unreasonably withheld, conditioned or delayed. In no event shall Tenant use the name,
trademarks, service marks, or logo of PGA West and/or the La Quinta Resort & Club in
connection with Tenant's Programs. Tenant shall indemnify and hold harmless Landlord from
and against any and all losses, costs, expenses (including attorneys' fees), claims, damages and
liens, arising or related to Tenant's use of any such name, trademarks, service marks, or logos in
violation of this Section 1.4.
1.5 "Post -Acquisition" Status of Tenant. Tenant acknowledges that it is a post -
acquisition tenant, and that further acknowledges that the Landlord plans to redevelop the subject
property. Tenant hereby waives, relinquishes, and discharges any and all rights or claims for
relocation assistance or related benefits or loss of goodwill under any applicable law, including,
but not limited to California Government Code Section 7260 et seq. and the State Relocation
Assistance and Real Property Acquisition, 25 C.F.R. 6000 et seq., or the comparable federal
relocation laws and regulations, or for inverse condemnation.
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ARTICLE 11
Lease Term
2.1 Term. The Term of this Lease shall be for a period of one year commencing
September 1, 2002 and ending August 31, 2003, unless sooner terminated as provided herein (the
"Term"). Notwithstanding the foregoing and anything contained herein to the contrary, Landlord
shall have the right to terminate this Lease, with or without cause, by providing Tenant with
thirty (30) days written notice to cancel. Upon such termination, Tenant shall surrender the
Leased Premises, in accordance with the provisions contained in Section 8.1 hereof, no later than
the effective date of termination.
ARTICI F III
Rent and Operating Expenses
3.1 Rent. Beginning September 1, 2002 and continuing throughout the Term, Tenant
shall pay base rent equal to ten percent (10%) of any and all monthly tuition revenues actually
collected by Tenant from the Programs conducted at the Leased Premises, less any applicable
tuition refunds or sales taxes paid ("Gross Rent"), subtracting therefrom any validated
Deductible Operating Expenses (as defined in Section 3.4 below), if any (such reduced rent
amount shall be referred to here in as "Net Rent") to Landlord at Landlord's address as provided
by Section 15.7. Net Rent shall be due and payable in arrears on or before thirty (30) days after
the last day of each calendar month of the Term, without notice or demand from Landlord. Net
Rent and Deductible Operating Expenses for any period during the term hereof which is for less
than one full calendar month shall be prorated based upon the actual number of days of said
month.
3.2 Late Charges. Tenant hereby acknowledges that late payment by Tenant of Net
Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of
which will be extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon Landlord by
any lender. Accordingly, if any Net Rent shall not be received by Landlord within fifteen (15)
days after such amount shall be due, then, without any requirement for notice by Landlord,
Tenant shall pay to Landlord a one-time late charge equal to ten percent (10%) of each such
overdue amount or One Hundred Dollars ($100.00), whichever is greater. The parties hereby
agree that such late charge represents a fair and reasonable estimate of the costs Landlord will
incur by reason of such late payment. Acceptance of such late charge by Landlord shall in no
event constitute a waiver of Tenant's default or breach with respect to such overdue amount, nor
prevent the exercise of any other rights or remedies granted hereunder. In the event a late charge
is payable hereunder, whether or not collected, for three (3) consecutive installments of Net
Rent, then notwithstanding any other provision of this Lease to the contrary, Net Rent (which
shall be deemed to equal the highest amount of Net Rent received by Landlord during the Term
as of such date), shall, at Landlord's option, become due and payable quarterly in advance, with
subsequent accounting in the manner set forth in Section 3.4 below of actual Deductible
Operating Expenses paid by Tenant, with additional payment of rent by Tenant or reimbursement
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of rent received in advance by Landlord, as applicable, on a monthly basis for the quarter in
which advance payment was made.
3.3 Operating Expenses. Tenant shall be responsible for payment of any and all
costs, charges and expenses for all utilities and related services provided to or for the Leased
Premises, whether billed directly or indirectly to Tenant or Landlord including, but not limited
to, telephone, water, gas, electricity, cable television, landscaping, cleaning expenses, solid waste
disposal, pest control and all costs associated with the cost of maintaining the short course greens
(collectively, the "Operating Expenses"). In addition to the indemnity provided to Landlord in
Section 14.1 herein, Tenant shall indemnify and hold Landlord harmless from and against any
loss, cost, charge, expense or damage with respect thereto.
3.4 Deductible Operating Expenses; Accounting. Tenant shall be entitled to deduct
from the monthly Gross Rent payable to Landlord those Operating Expenses reasonably
expended by Tenant for electricity, routine building maintenance, cleaning costs, and grounds
maintenance only (collectively, "Deductible Operating Expenses"). Tenant shall, concurrently
with Tenant's Net Rent payment to Landlord, deliver to Landlord detailed accounting
statement(s) and/or written report(s) clearly indicating: (i) a schedule of all tuition fees paid,
including applicable sales taxes and refunds, if any, for the preceding month; and (ii) a schedule
of the costs expended and paid by Tenant for the Deductible Operating Expenses for the
immediately preceding month, which prior month's Deductible Operating Expenses shall be
deducted from the current month's Gross Rent due to Landlord. Only those Deductible
Operating Expenses that are adequately validated in the manner set forth in the preceding
sentence, as determined by Landlord in its reasonable discretion, shall be deducted from Gross
Rent. Tenant's calculation of Net Rent must conform to Landlord's calculation of same based on
the accounting statement(s) and/or written report(s) provided to Landlord from Tenant. In the
event of any discrepancy, the parties shall cooperate with one another in good faith and promptly
reimburse or refund, as applicable, any Net Rent paid or received, as applicable, by Tenant or
Landlord .
3.5 Personal Proper Taxes; Possessory Interest Tax. During the Term, Tenant shall
pay all taxes assessed against and levied upon fixtures, furnishings, equipment, and all other
personal property of Tenant contained on the Land or in the Leased Premises prior to
delinquency, and when possible Tenant shall cause these fixtures, furnishings, equipment, and
other personal property to be assessed and billed separately from the real property of Landlord.
If any of Tenant's fixtures, furnishings, equipment, and other personal property is assessed and
taxed with Landlord's real property, Tenant shall pay to Landlord Tenant's share of the taxes
within ten (10) days after delivery to Tenant by Landlord of a statement in writing setting forth
the amount of the taxes applicable to Tenant's property. Furthermore, in accordance with
California Revenue & Taxation Code § 107.6, Tenant hereby acknowledges that the possessory
interest granted herein may be a taxable interest and, Tenant's obligations with respect to the
payment of any and all costs associated with Tenant's use of the Leased Premises shall include,
without limitation, the obligation to pay any such possessory interest tax.
3.6 Landlord Contact Person. During the Term, Tenant shall direct all questions,
concerns, and correspondence regarding repairs or other issues relating to this Lease to
Landlord's representative, Frank J. Spevacek, at the address set forth in Section 15.7 herein.
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ARTICLE IV
Occupancy
4.1 Quiet Enjoyment. Provided that no default or condition described in Section 13.1
has occurred and is continuing, and subject to performance by Tenant of all of the covenants and
provisions of this Lease to be performed by Tenant, Tenant shall have during the Term peaceful
and quiet use and possession of the Leased Premises without hindrance on the part of Landlord.
4.2 Use of Leased Premises. Tenant may use the Leased Premises for the purposes
set forth herein and for no other purpose unless approved in writing by Landlord, which approval
may be granted or denied in Landlord's sole and absolute discretion.
4.3 Compliance with Law. Tenant shall not at any time use or occupy the Leased
Premises, or permit any act or omission in or about the Leased Premises in violation of any law,
statute, ordinance or any governmental rule, regulation or order (collectively, "Law") and Tenant
shall, upon written notice from Landlord, discontinue any use of the Leased Premises or the
Land which is a violation of Law. At all times during the Term, at Tenant's own expense,
Tenant shall conform to and comply with the Law and any requirements of applicable insurance
policies now or hereafter in force, affecting the use or occupancy of all or any part of the Leased
Premises or the Land. Without limiting the foregoing, 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 use, occupancy, tenure, or enjoyment of the
Leased Premises, nor shall Tenant, or any person claiming under or through Tenant, establish or
permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use, or occupancy of any persons in the Leased Premises.
4.4 Hazardous Materials. As used herein, the term "Hazardous Material" means any
hazardous or toxic substance, material or waste which is or becomes regulated by any local
governmental authority, the State of California or the United States Government, including,
without limitation, (i) any material or substance which is defined or listed as a "hazardous waste,
extremely hazardous waste, restricted hazardous waste," "hazardous substance" or "hazardous
material" under any federal, state or local law, statute, ordinance or any governmental rule,
regulation or order governing or in any way relating to the release, use, generation, handling,
leakage, dumping, discharge or disposal of any of the above (collectively, "Hazardous Material
Laws") (ii) petroleum or any petroleum derivative, (iii) any flammable explosive or radioactive
material, (iv) any polychlorinated biphenyl and (v) asbestos or any asbestos containing material
or derivative. Tenant hereby agrees that (i) Tenant and each of its affiliates, assignees,
subtenants, and their respective agents, servants, employees, representatives and contractors shall
not bring onto the Leased Premises or the Land any Hazardous Material, (ii) Tenant shall
immediately notify Landlord in writing in the event Tenant becomes aware of or suspects that
there has been any release of any Hazardous Material in, on or about the Leased Premises or the
Land or that any person has stored or otherwise brought onto the Leased Premises or the Land or
any portion thereof any Hazardous Material. Tenant agrees to indemnify, defend (with counsel
reasonably approved by Landlord), protect and hold Landlord and each of its affiliates, and each
and every officer, director, employee, attorney, agent and representative of Landlord
(collectively, the "Landlord Parties") harmless from and against any and all claims, actions,
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administrative proceedings (including informal proceedings), judgments, damages to person or
property, punitive damages, penalties, fines, costs, liabilities, interest or losses, including
reasonable attorneys' fees and expenses, consultant fees, and expert fees, together with all other
costs and expenses of any kind or nature (hereinafter collectively "Claims") resulting directly or
indirectly from or in connection with the presence, handling, storage, release or discharge of any
Hazardous Material that (i) first occurred after Landlord's delivery of possession of the Leased
Premises to Tenant and prior to expiration or sooner termination of the Lease term; or (ii) was
caused or contributed to by Tenant, its affiliates and/or their respective agents, servants,
employees, representatives and/or contractors. Each of the covenants and agreements of the
parties set forth in this Section 4.4 shall survive the expiration or earlier termination of this
Lease.
4.5 Conduct on Leased Premises. Tenant shall not do, or permit anything to be done,
in or on the Leased Premises, which in any way will (a) increase the rate of fire insurance on the
Leased Premises; (b) invalidate or conflict with the fire insurance policies on the Leased
Premises or fixtures or on personal property kept therein; (c) obstruct or interfere with the rights
of Landlord or Landlord's other tenants on the Land; (d) subject Landlord to any liability for
injury to persons or damage to property; or (e) interfere with the good order of the Leased
Premises or the Land.
4.6 Leased Premises - Loss, Damage. Landlord shall not be liable under this Lease to
Tenant for injuries to person or damage to property occurring an the Land and the Leased
Premises or to any persons thereon, including, without limitation: (a) a loss of property by theft
or burglary, including property placed in the custody of Landlord's employees; (b) damage or
injury to person or property on the Leased Premises from the use of any utility on the Leased
Premises; (c) any damage or injury caused by action of the natural elements; or (d) damage or
injury resulting from (i) the conduct of Tenant, Tenant's contractors, licensees or invitees,
whether negligent or otherwise, or (ii) any other act, event or occurrence in or about the Leased
Premises other than the grossly negligent or intentional acts of Landlord or Landlord's
employees, contractors, licensees or invitees. Tenant shall not make any claim against Landlord
for any loss or damage described in this Section.
ARTICLE V
Trancforc
5.1 Assignment and Subletting. Tenant shall not have the right to sublet the Leased
Premises, or any portion thereof, or to assign or mortgage Tenant's interest in this Lease, or any
portion thereof, without the prior written consent of Landlord, which consent may be withheld in
Landlord's sole and absolute discretion. In the case of any such subletting or assignment
approved by Landlord, Tenant shall remain fully obligated to Landlord for the performance of all
terms and conditions of this Lease. Notwithstanding the foregoing, Landlord may, without
Tenant's consent, assign this lease to any of its affiliates, successors or assigns.
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ARTICLE V1
Parkigg
6.1 Parkin 7. Tenant's lease of the Leased Premises includes the non-exclusive right
to use, in common with others, the adjacent automobile parking areas, driveways, access roads
and footways.
ARTICLE VII
Maintenance and Alterations
7.1 Maintenance by Tenant. Tenant, at its expense, will be responsible for the routine
maintenance and upkeep of the Leased Premises, including but not limited to, maintenance of
indoor sprinklers, plumbing, HVAC equipment and other appliances, electrical, lighting facilities
(including the replacement of light bulbs), boilers, pressure vessels, fixtures, interior walls,
interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, skylights, and
other minor building repairs. In addition, Tenant shall paint the exterior or interior surfaces of
exterior walls, when necessary, as determined by Landlord in its reasonable discretion. Tenant
shall keep the Leased Premises in good and clean order and reasonable condition, fit for its
intended use. Tenant will not do, and will take reasonable steps to prevent Tenant's employees,
contractors, invitees and guests from doing, any act or things which might in any manner impair
the value or usefulness of the Leased Premises or any part thereof, or commit or permit any
waste of the Leased Premises or any part thereof.
7.2 Maintenance by Landlord. Landlord agrees to make all major repairs to the
Leased Premises, including maintenance of the foundations, exterior walls, structural condition
of interior bearing walls, exterior roof, fire sprinkler system, fire alarms and smoke detection
systems not located on or in the Leased Premises, fire hydrants, parking lots, walkways,
replacement of HVAC and utility systems, repair of the well and septic system, and other major
building repairs beyond normal maintenance, to be determined by Landlord in its reasonable
discretion. Notwithstanding the foregoing, any major repair that is necessitated by the negligent
or intentional act(s) of Tenant, its affiliates, invitees, guests, agents, employees, or contractors
shall be repaired or maintained by Tenant or its designee at Tenant's sole cost and expense. If
Tenant does not commence and complete such repairs within a reasonable time frame, Landlord
may commence, continue, or complete such repairs at Tenant's cost and expense, payable by
Tenant upon demand therefor by Landlord.
7.3 Alterations by Tenant. Tenant may not make any additions, alterations or changes
to the Leased Premises without the prior written consent of Landlord, which consent may be
withheld in Landlord's sole and absolute discretion.
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ARTICLE VIII
Surrender of Leased Premises
8.1 Surrender. Upon expiration of the Term, or any earlier termination of this Lease,
Tenant shall surrender to Landlord the Leased Premises, including all alterations, improvements
and other additions made by Landlord or Tenant, in good order, condition, and repair, reasonable
wear and tear excepted. Notwithstanding the foregoing, upon Landlord's written request
therefor, which request will itemize the articles to be removed, Tenant shall at Tenant's expense
promptly remove or cause to be removed from the Leased Premises or the Land all debris, along
with only those articles of furniture, equipment, and trade fixtures, free-standing cabinet work
and other articles of any other persons claiming under Tenant, itemized on Landlord's written
request for removal, subject to the provisions of Section 8.2 below. Tenant shall repair all
damage to the Leased Premises or the Land resulting from such removal, which repair shall
include the patching and filling of holes and repair of structural damage. In the event that Tenant
shall fail to comply with the provisions of this Section 8.1, Landlord may make such repairs and
the cost thereof shall be payable by Tenant upon demand. If requested by Landlord, Tenant shall
execute, acknowledge and deliver to Landlord an instrument in writing releasing and
quitclaiming to Landlord all right, title and interest of Tenant in and to the Leased Premises by
reason of this Lease or otherwise.
8.2 Affixed Property. All fixtures, equipment, alterations, additions, improvements
and/or appurtenances attached to or built into the Leased Premises prior to or during the term
hereof, whether by Landlord at its expense or at the expense of Tenant or both, shall be and
remain part of the Leased Premises and shall belong to Landlord unless otherwise expressly
provided for in this Lease or unless such removal is required and designated in writing by
Landlord pursuant to the provisions of Section 8.1 hereof. Such fixtures, equipment, alterations,
additions, improvements and/or appurtenances shall include, without limitation, floor coverings,
drapes, paneling, molding, built-in cabinets, doors, vaults, (exclusive of vault doors), plumbing,
electrical communications and lighting systems, silencing equipment, all fixtures and outlets for
the systems mentioned above and for all telephone, radio, telegraph and television purposes, and
any special flooring or ceiling installations.
8.3 Hold -Over. Tenant shall have no right to occupy the Leased Premises or any
portion thereof after expiration of this Lease or Tenant's right to possession of the Leased
Premises. In the event Tenant or any party claiming by, through or under Tenant, retains
possession of the Leased Premises after the expiration or earlier termination of this Lease, such
possession shall constitute and be construed as a tenancy at will only, subject, however, to all of
the terms, provisions, covenants and agreements of Tenant hereunder. Tenant or any such party
shall pay Landlord, as rent for the entire period of any hold -over tenancy, One Hundred Dollars
($100) per day. In the event of such hold -over, Landlord may immediately exercise all remedies
available to Landlord at law or in equity to recover possession of the Leased Premises and for
damages. Tenant shall be liable to Landlord for any loss or damage Landlord may sustain by
reason of Tenant's failure to surrender possession of the Leased Premises immediately upon the
expiration or termination of this Lease. If Tenant shall fail to surrender possession of the Leased
Premises immediately upon the expiration or earlier termination of this Lease, Tenant hereby
agrees that all the obligations of Tenant and all rights of Landlord applicable during the term of
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this Lease shall be equally applicable during such period of subsequent occupancy, whether or
not a tenancy shall have been created as aforesaid.
ARTICLE IX
Liens
9.1 Lien. Tenant warrants that no person or entity furnishing any improvement,
fixture, equipment or facilities in connection with any improvement or construction within or on
the Leased Premises shall have any right to a lien upon the Leased Premises or the Land by
virtue of any security interest in such improvement, fixture, equipment or facilities. Tenant shall
promptly cause any claim, stop notice, lis pendens, lien or claim of lien asserted against Landlord
or the Leased Premises or the Land by reason of the furnishing of any improvement, fixture,
equipment or facilities in connection with any improvement or construction within or on the
Leased Premises or the Land, or any activity of Tenant, to be promptly discharged or paid.
Tenant shall defend, indemnify and hold harmless Landlord from and against any such claim,
stop notice, lis pendens, lien or claim of lien.
ARTICLE X
Incnr:gni-1-
10.1 Tenant's Insurance.
(a) Types. Tenant, at no cost and expense to Landlord, shall procure and keep
in full force and effect during the Term or case to be procured and kept in full force and effect
for the mutual benefit of Landlord and Tenant, insurance policies meeting the minimum
requirements set forth below or such greater requirements that arc generally obtained from time
to time for properties, improvements, activities, and operations similar to those on the Leased
Premises in the Southern California area:
(1) comprehensive general liability insurance with respect to the
Leased Premises and the operations of or on behalf of Tenant or its agents, officers, directors,
and employees in, on or about the Leased Premises in an amount not less than One Million
Dollars (S I ,000,000) per occurrence combined single limit bodily injury, personal injury, death
and property damage liability per occurrence, subject to such increases in amount as Landlord
may reasonably require from time to time. Coverage shall include, but not be limited to personal
injury liability, premises and operation, blanket contractual, cross liability, severability of
interest, broad form property damage, and independent contractors. The policy or policies shall
include that Landlord and its officers, employees, and agents shall be additional insureds under
such policy or policies;
(ii) worker's compensation coverage as required by the laws of the
State of California together with employer's liability coverage;
(III]) with respect to the improvements, fixtures, furnishings, equipment
and other items of personal property location on or in the Leased Premises, insurance against
fire, peril of flood, extended coverage, vandalism and malicious mischief, and such other
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additional perils, hazards and risk as now are or may be included in standard "all risk" forms in
general use in Riverside County, California, for an amount equal to not less than the full current
actual replacement cost thereof. Landlord shall be an additional insured under such policy or
policies and such insurance shall contain a replacement cost endorsement.
(b) Standard. All policies of insurance required to be carried by Tenant under
this Lease shall be written by responsible and solvent insurance companies authorized to do
business in the State of California. Any such insurance required of Tenant hereunder may be
furnished by Tenant under any blanket policy carried by it or under a separate policy therefor. A
copy of each paid -up policy evidencing such insurance (appropriately authenticated by the
insurer) or a certificate of the insurer, certifying that such policy has been issued, providing the
coverage required by this Section and containing provisions specified herein, shall be delivered
to Landlord prior to the date Tenant is given the right of possession of the Leased Premises or as
Landlord may otherwise require, and upon renewals, not less than thirty (30) days prior to the
expiration of such coverage. Landlord may, at any time, and from time to time, inspect and/or
copy any and all insurance policies required to be procured by Tenant hereunder. In no event
shall the limits of any policy by considered as limiting the liability of Tenant under this Lease.
(c) Specific Provisions in Policy. Each policy evidencing insurance required
to be carried by Tenant pursuant to this Article shall contain the following provisions or clauses:
(1) a provision that the insurer will not cancel or materially change the
coverage provided by such policy without first giving Landlord thirty (30) days prior written
notice; and
(ii) a waiver by the Tenant's insurer of any right to subrogation against
Landlord, its agents, employees or representatives which arises or might arise by reason of any
payment under such policy or policies or by reason of any act or omission of Landlord, its
agents, employees or representatives.
(d) Landlord's Substitute Performance. In the event that Tenant fails to
procure, maintain and/or pay for at the times and for the durations specified in this Section, any
insurance required by this Section, or fails to carry insurance required by law or governmental
regulation, Landlord may (but without obligation to do so) at any time or from time to time, after
thirty (30) days written notice to Tenant, procure such insurance and pay the premiums therefor,
in which event Tenant shall repay Landlord all sums so paid by Landlord together with interest
thereon as provided elsewhere herein, within fifteen (15) days following Landlord's written
demand to Tenant for such payment.
ARTICI F V
Eminent Domain
11.1 Total Taking. If the entire Leased Premises be taken under the power of eminent
domain or by purchase in place thereof (herein together called "Eminent Domain"), this lease
shall terminate as of the date possession is taken.
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1 1.2 Partial Taking. If any portion of the Leased Premises shall be taken under the
power of eminent domain, and the remaining portion would not, in the reasonable judgment of
Tenant be adequate for the continued occupancy of the Leased Premises, either unrestored or
restored, or if Tenant deems such restoration to be impractical, Tenant may terminate this Lease
immediately by giving notice thereof to Landlord within thirty (30) days after such taking. If
this Lease is not terminated pursuant to this Section 11.2, Landlord shall have no obligation to
restore the Leased Premises, and Tenant shall continue to pay rent in full and to utilize the
Leased Premises.
1 1.3 Damages. All damages awarded for any such taking under the power of eminent
domain shall be paid to Landlord, except damages, if any, specifically allocated by the
condemning authority, for fixtures and equipment of Tenant used in operation of the Leased
Premises.
11.4 Rent. If Tenant elects to terminate this Lease as provided by this Article, Tenant
shall pay Rent up to the date that possession is taken by the condemning authority, and Landlord
shall make a proportional refund to Tenant of any Rent paid by Tenant which is applicable to any
period after that date and not yet earned.
ARTICLE XI1
Casualty
12.1 Casualty to Leased Premises.
(a) Definitions.
(i) "Leased Premises Partial Damage" shall mean damage or
destruction to the Leased Premises, the repair of which will cost S5,000.00 or less, as determined
by Landlord.
(ii) "Leased Premises Total Destruction" shall mean damage or
destruction to the Leased Premises, the repair of which will cost more than S51,000.00 as
reasonably determined by Landlord.
(iii) "Insured Loss" shall mean damage or destruction to the Leased
Premises where full insurance proceeds are paid to Landlord.
(b) Partial Damage. If a Leased Premises Partial Damage occurs, then
Landlord shall repair such damage as soon as reasonable possibly and this Lease shall continue
in full force and effect. Tenant shall pay any deductibles payable in connection with such Loss.
(c) Total Destruction -Insured Loss. If a Leased Premises Total Destruction
that is an Insured Loss occurs, either party may cancel this Lease by delivery of a Notice to the
other party within sixty (60) days of the occurrence of such event, effective as of the date of such
Notice. If neither party cancels this Lease, then such Total Destruction shall be deemed a Leased
Premises Partial Damage and the repair of the Leased Premises shall be governed by the terms of
Paragraph 12.1(b) above.
i,
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(d) Total Destruction -Uninsured Loss. If a Leased Premises Total Destruction
that is not an Insured Loss occurs, either party may cancel this Lease by delivery of a Notice to
the other party within sixty (60) days of the occurrence of such event, effective as of the date of
such Notice. if neither party cancels this Lease, then Landlord shall commence to repair such
damage as soon as reasonably possible thereafter at Landlord's expense, in which event this
Lease shall continue in full force and effect. In the event Landlord elects to give Notice of
Landlord's intention to terminate this Lease, Tenant shall have the right within ten (10) days
after the receipt of such Notice to give written notice to Landlord of Tenant's commitment to pay
Or the repair of such damage totally at Tenant's expense and without reimbursement from
Landlord. Tenant shall provide Landlord with the required fiends or satisfactory assurance
thereof within thirty (30) days following Tenant's said commitment. In such event this Lease
shall continue in full force and effect, and Landlord shall proceed to make such repairs as soon as
reasonably possible. If Tenant does not give such Notice and provide the funds or assurance
thereof within the times specified above, this Lease shall terminate as of the date specified in
Landlord's Notice of termination.
12.2 Abatement.
(a) In the event of damage where this Lease is not terminated, whether or not
Landlord or Tenant repairs or restores the Leased Premises, the Rent and other charges, if any,
payable by Tenant hereunder shall be abated in proportion to the degree to which Tenant's use of
the Leased Premises is impaired for the period during which such damage, its repair or the
restoration continues. Except for abatement of Rent and other charges, 1f any, as aforesaid, all
other obligations of Tenant hereunder shall be performed by Tenant with respect to the
undamaged portions of the Leased Premises. Tenant shall have no claim against Landlord for
any damage suffered by reason of any such repair or restoration, except for claims arising from a
default by Landlord in the performance of its. repair and restoration obligations.
(b) If Landlord shall be obligated to or elects to repair or restore the Leased
Premises under the provisions of Section 12.1 and shall not commence the repair or restoration
of the Leased Premises within forty-five (45) days after such obligation shall accrue, or the repair
and restoration work is not completed within ninety (90) days of the date of the casualty, Tenant
may, at any time prior to the commencement of such repair or restoration, as the case may be,
give Notice to Landlord and to any lenders of which Tenant has actual notice of Tenant's
election to terminate this Lease, effective as of the date of such Notice. "Commencement" as
used in this Paragraph shall mean the beginning of the actual construction work on the Leased
Premises.
12.3 Waiver of Statutory Rights. Landlord and Tenant agree that the terms of this
Lease shall govern the effect of any damage to or destruction of the Leased Premises with
respect to the termination of this Lease and hereby waive the provisions of any present or future
statute (including without limitation Sections 1931,1932 and 1933 of the California Civil Code
and any successor statutes) to the extent inconsistent herewith.
(11,31
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ARTICLE XIII
Defaults and Remedies
13.1 Events of Default. An event of default (an "Event of Default") shall occur under
this Lease if:
(a) Tenant shall fail to perform any of the terms, conditions or covenants of
this Lease to be observed or performed by Tenant and such failure shall continue for more than
thirty (30) days after Landlord gives Tenant Notice thereof, unless such default is of a nature that
it cannot practically be cured within such thirty (30) day period but can be cured within a
reasonable time but in no event later than ninety (90) days, and Tenant is proceeding with due
diligence to cure such default;
(b) the abandonment of the Leased Premises; or the vacating of the Leased
Premises without providing a commercially reasonable level of security, or where the coverage
of the property insurance described in Section 10.1 herein is jeopardized as a result thereof, or
without providing reasonable assurances to minimize potential vandalism; or
(c) the occurrence of any of the following events: (a) the making of any
general assignment for the benefit of creditors; (b) becoming a "debtor" as defined in 11 U.S.C.
Section 101 or any successor statute thereto (unless, in the case of a petition filed against Tenant,
the same is dismissed within sixty (60) days; (c) the appointment of a trustee or receive to take
possession of substantially all of Tenant's assets located at the Leased Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (d)
the attachment, execution, or other judicial seizure of substantially all of Tenant's assets located
at the Leased Premises or of Tenant's interest in this Lease, where such seizure is not discharged
within thirty (30) days; provided, however, in the event that any provision of this Section 13.1(c)
is contrary to any applicable law, such provision shall be of no force or effect, and not effect the
validity of the remaining provisions.
Upon the occurrence of any of the foregoing, Landlord may, without limiting Landlord in
the exercise of any other right or remedy Landlord may have in law or equity or account of such
default, including without limitation, those remedies afforded Landlord pursuant to California
Civil Code Section 1951.4, and without any further demand or notice, Landlord may exercise
any of the remedies set forth in Section 13.2.
13.2 Remedies. Upon the occurrence of an Event of Default, then at Landlord's option
and without limiting Landlord in the exercise of any other right or remedy Landlord may have in
law or equity on account of such default, including without limitation, those remedies afforded
Landlord pursuant to California Civil Code Section 1951.4, and without any further demand or
Notice, Landlord may exercise either of the following remedies:
(a) Re-enter the Leased Premises with process of law, take possession thereof
and of all improvements, additions, alterations, equipment and fixtures thereon, and eject all
parties in possession thereof Landlord may, without terminating this Lease, relet the Leased
Premises or any part thereof for the accounts of Landlord or Tenant, receive and collect the rents
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therefor, applying the rents first to the payment of such expenses as Landlord may have incurred
in recovering possession of the Leased Premises, including costs, expenses and reasonable
attorney's fees, and for placing the Leased Premises in good order and condition or preparing or
altering the Leased Premises for reletting, and all other, expenses, commission and charges
incurred by Landlord in connection with reletting the Leased Premises, and then to the
fulfillment of the covenants of Tenant. Any such reletting may be for the remainder of the Term
or for a longer or shorter period. Landlord may execute any lease made pursuant to the terms
hereof either in Landlord's name or in the name of Tenant, as Landlord may see fit, and the
subtenant therein shall be under no obligation whatsoever for the application by Landlord of any
rent collected by Landlord from such subtenant to any and all sums, due and owing or which
may become due and owing under the provisions of this Lease. Tenant shall have no right or
authority to collect any rent from such subtenant. In any case and whether or not the Leased
Premises or any part thereof -be relet, Tenant shall pay to Landlord all Rent required to be paid by
Tenant LIP to the time of re-entry by Landlord. Thereafter, Tenant, if required by Landlord, shall
pay to Landlord, until the end of the Term, the equivalent of the amount of all Rent, less the net
proceeds of a reletting, if any, during the Term, after payment of the expenses of Landlord. Such
rent shall be due and payable at the times provided for installments of Rent, and Landlord need
not wait until the termination of this Lease to recover any Rent by legal action or otherwise. Re-
entry by Landlord shall not constitute an election to terminate this Lease unless Landlord gives
Tenant Notice of Landlord's election to terminate. Landlord shall not be responsible or liable for
any failure to relet the Leased Premises, or any part thereof; or for any failure to collect any rent
due upon such reletting; or
(b) Declare this Lease terminated, re-enter the Leased Premises with process
of law, eject all parties in possession thereof and repossess and enjoy the Leased Premises, and
Landlord shall thereupon be entitled to recover from Tenant the present value, at the time of such
termination, of the amount of Rent for the balance of the Term at an annual capitalization rate of
eight percent (8%).
13.3 Remedies Not Exclusive; No Waiver; Specific Performance. The remedies of
Landlord set forth in this Lease are in addition to and not exclusive of any other remedy of
Landlord which may be permitted at law or in equity, and if any breach or threatened breach of
this Lease by Tenant occurs, Landlord shall be entitled to enjoin such breach or threatened
breach and shall have the right to invoke any right and remedy allowed at law or in equity or by
statute or otherwise in addition to rights set forth in this Lease. Tenant shall permit any re-entry
without hindrance to Landlord, and Landlord shall not be liable in damages or guilty of trespass
or eviction because of such re-entry. The failure of Landlord to insist, in any one or more
instances, upon a strict performance of any of the covenants of this Lease or to exercise any right
or remedy contained herein, shall not be construed as a waiver or a relinquishment for the future
of such covenant or option. A receipt by Landlord of any installment of Net Rent with
knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such
breach. No waiver by Landlord of any provision of this Lease shall be deemed to have been
made unless expressed in writing and signed by Landlord. In addition to the other remedies
contained in this Lease and by law provided, Landlord shall be entitled to the restraint by
injunction of the violation or attempted or threatened violation of any of the provisions of this
Lease or to a decree compelling performance of any of such covenants, conditions or provisions.
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ARTICLE XIV
Indemnity
14.1 Tenant's Indemnity. Tenant shall defend, indemnify and hold harmless Landlord,
its agents, and any and all affiliates of Landlord, including, without limitation, any public agency
or other entities controlling, controlled by or under common control with Landlord, from and
against any and all claims or liabilities arising from Tenant's use or occupancy of the Leased
Premises or the Land or the conduct of its business or from any activity, work, or thing done,
permitted or suffered by Tenant in or about the Leased Premises and the Land, and shall further
defend, indemnify and hold harmless Landlord, its agents and affiliates against and from any and
all claims or liabilities arising from any breach or default in the performance of any obligation on
Tenant's part to be performed hereunder, or arising from any act or negligence of Tenant, or of
its agents, employees, visitors, patrons, guests, invitees or licensees, including vendors, servicing
Tenant at its request, and from and against all costs, attorneys' fees, expenses and liabilities
incurred in or about any such claims or liabilities or any actions or proceedings brought thereon.
Notwithstanding the foregoing, Tenant shall not be liable for damage or injury occasioned by the
gross negligence or willful misconduct of Landlord or its designated agents, servants or
emplo j ees, unless covered by insurance Tenant is required to provide. This obligation to
indemnify shall include Tenant's payment of reasonable attorneys' fees and investigation costs
and all other reasonable costs, expenses and liabilities incurred or suffered by Landlord from
Landlord's receipt of the first notice that any claim or demand is to be made or may be made.
Landlord may, at its option, require Tenant to assume Landlord's defense in any action covered
by this Section 14.1 through counsel satisfactory to Landlord. As used in this Lease, the term
"gross negligence" shall mean the failure to perform a manifest duty in reckless disregard of the
consequences as affecting the life or property of another.
ARTICLE XV
Miscellaneous
15.1 RecordiRu. Landlord and Tenant each covenant to the other not to record, or
cause to be recorded, this Lease or any short form thereof.
15.2 Estoppel Certificates. Each party agrees at reasonable intervals and from time to
time upon not fewer than ten (10) business days' prior written Notice by the other to execute,
acknowledge and deliver a statement in writing certifying (a) that this Lease is unmodified and in
fiill force and effect (or if there have been modifications, that this Lease is in full force and effect
as modified and stating the modifications), (b) the dates to which the installments of Rent have
been paid in advance, if any, and (c) stating whether or not, to the best knowledge of the signer
of such certificate, the other party is in default in performance of any covenant, agreement or
condition contained in this Lease and, if so, specifying each such default of which the signer may
have knowledge. Each party acknowledges that any such statement delivered under this Lease
may be relied upon by third parties.
15.3 Right to Enter. Landlord shall have the right to enter the Leased Premises (a) at
reasonable hours upon prior reasonable notice to Tenant (verbal or written) for any purpose 0 73 4
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permitted or required by thus Lease; or (b) at any time that an emergency exists, to examine the
Leased Premises or to make such repairs and alterations as shall be reasonably necessary for the
safety and preservation of the Leased Premises.
15.4 Governing Law. This Lease shall be construed and applied in accordance with
the laws of the State of California.
15.5 Severability. Any provision or provisions of this Lease which shall prove to be
invalid, void, or illegal shall in no way affect or impair or invalidate any other provision, and the
remaining provisions shall remain in full force and effect.
15.6 Headings. The headings of the various Articles and Sections of this Lease are
inserted for reference only and shall not to any extent have the effect of modifying, amending or
changing the express terms and provisions of this Lease.
15.7 Notices. All notices, demands, elections, deliveries and other communications
between Landlord and Tenant required or desired to be given in connection with this Lease
("Notices"), to be effective hereunder, shall, except as otherwise expressly provided in this
Lease, be in writing, and shall be deemed to be given and received (a) when delivered
personally; or (b) two (2) days after being deposited with a national overnight courier service
(e.g., Federal Express) or with the United States Postal Service as certified mail, return receipt
requested, in either event with all charges or postage prepaid and addressed as follows:
If to Landlord,
La Quinta Redevelopment Agency
78-495 Calle Tampico
P.O. Box 1504
La Quinta, CA 92253
Attention: Frank J. Spevacek
With a Copy to:
Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, CA 92626
Attention: M. Katherine Jenson, Esq.
And if to Tenant,
Independent Golf Research
Attention:
With a Copy to:
035
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Attention:
Either Landlord or Tenant may from time to time designate another address for the
receipt of future Notices by a Notice given as provided in this Section 15.7 to the other party at
the address set forth in, or as last provided by such other party in accordance with, this Section
15.7.
15.8 Amendments and Waivers. Neither this lease nor any term or provision hereof
may be changed, waived, or discharged orally, but only by an instrument in writing signed by the
party against which the enforcement of the change, waiver, or discharge is sought.
15.9 Successors and Assigns. Notwithstanding anything contained herein to the
contrary, this Lease shall be binding upon and inure to the benefit, as the case may require, of the
parties hereto and their respective heirs, executors, administrators, successors and assigns.
15.10 Subordination. This Lease shall be subject and subordinate at all times to the lien
of any mortgage or deed of trust, which may now or at any time hereafter be alien upon the
Land. Tenant shall execute and deliver such further instrument or instruments subordinating this
Lease to the lien of any such mortgage or deed of trust as shall be reasonably requested by any
mortgagee or party secured or proposed mortgagee or party proposed to be secured. Tenant shall
attorn to any successor to Landlord by foreclosure or deed in lieu thereof or to any purchaser at a
foreclosure sale of the Leased Premises.
15.11 Assignment of Landlord's Interest. If Landlord should ever assign this Lease or
the rents hereunder to a creditor as security for a debt, Tenant shall, after Notice of such
assignment and upon demand by Landlord or the assignee, pay all sums thereafter becoming due
Landlord hereunder to the assignee and give all Notices required to be given Landlord hereunder
both to Landlord and the assignee. Landlord may assign this Lease, by direct assignment or
merger, to an affiliate of Landlord without the approval of Tenant. Landlord shall also have the
right to make a collateral assignment of this Lease to its lender without the approval of Tenant.
15.12 Transfer by Landlord. If Landlord sells, leases or in any manner transfers title to
the Leased Premises, including foreclosure sale by judicial proceeding or otherwise, the
Landlord shall be relieved of all covenants and obligations arising hereunder after the date of
such sale, lease or other transfer, provided that such transferee shall agree, in a writing delivered
to Tenant, to assume all covenants and obligations of the Landlord hereunder. Tenant agrees that
it will attorn to such transferee upon the satisfaction of such conditions, and Tenant shall
continue to perform all of the terms, covenants, conditions, and obligations of this Lease.
15.13 Rules and Regulations. Landlord shall have the right, from time to time, to issue
reasonable rules and regulations regarding the use of the Leased Premises. When so issued, such
rules and regulations shall be considered a part of this Lease. Landlord shall not be liable to
Tenant in the violation of any rules and regulations or the breach of any covenant or condition in
any lease by any other tenant of the Land.
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15.14 Entire Agreement. This Lease contains the entire agreement of the parties with
regard to the matters set forth herein. Any other agreements, promises or representations, oral or
written, between the parties with respect to such matters are hereby superseded and merged into
this Lease.
15.15 Time of Essence. Time is of the essence of this Lease.
15.16 Execution of Counterparts. This Lease may be executed in several counterparts,
each of which shall be an original but all of which shall constitute one and the same instrument.
15.17 Relationship Between the Parties. Notwithstanding the existence of other
relationships between the parties to this Lease, this Lease only controls the relationship between
Landlord, as landlord under this Lease, and Tenant, as tenant under this Lease.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
to be effective as of the date first written above.
ATTEST:
June S. Greek, Agency Clerk
APPROVED AS TO FORM:
M. Katherine Jenson
Agency Attorney
THE LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic
Ul-A
Thomas P. Genovese
Executive Director
"Landlord"
INDEPENDENT GOLF RESEARCH,
a Texas corporation, dba The Dave Pelz Scoring
Game School
By:_
Name:
Its:
By:_
Name:
Its:
"Tenant"
0.1 8
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EXHIBIT "A"
DESCRIPTION OF THE LAND
(To be incorporated into final agreement.)
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EXHIBIT `B"
DEPICTION OF THE LEASED PREMISES
(To be incorporated into final agreement.)
EXHIBIT `B" 2
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T4tyl 4 4 Q"
COUNCIL/RDA MEETING DATE: August 6, 2002
ITEM TITLE:
Approval of a One -Year Lease by and Between the
La Quinta Redevelopment Agency and MDS
Consulting for Agency -Owned Property Located at
79-799 Old Avenue 52
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
Approve a one-year lease agreement by and between the La Quinta Redevelopment
Agency and MDS Consulting for Agency -owned real property located at 79-799
Old Avenue 52, and authorize the Executive Director to execute the lease
documents.
FISCAL IMPLICATIONS:
During the 12-month term of the lease agreement, the Agency will receive
approximately $12,000 in net rental income. The lease is structured so that MDS
Consulting would be responsible for facility operational expenses (utilities, building
and landscape maintenance, and minor building repairs). The Agency would be
responsible for major building repairs. Property management fees are estimated to
be $3,500. Adequate funds have been budgeted in Redevelopment Project Area
No. 1, account number 405-902-603-000.
BACKGROUND AND OVERVIEW:
MDS Consulting occupies a 1,670 square foot structure located on the Agency's
Ranch property. The company maintains offices in both La Quinta and Irvine, and
provides primarily civil engineering services at the La Quinta office. When the La
Quinta office was established, MDS worked exclusively for KSL Recreation. Since
KSL land planning activities have subsided, MDS now provides civil engineering
services for clients throughout the Coachella Valley. The facility was once the
Ahmanson Ranch bull barn, but was converted into office space in the early
1990's. MDS has occupied these offices for the past five years and desires to
remain at this location until the final disposition of this facility is determined.
Oil
When the Agency acquired The Ranch, it inherited a month -to -month lease with
MDS. Staff subsequently initiated discussions with MDS regarding continuing its
occupancy and instituting a one-year lease, which is provided as Attachment 1.
Staff recommends that the Agency enter into a one year lease with MDS because:
• the Agency does not have any immediate use for this structure that would
be more advantageous than having MDS continue their occupancy;
• the Agency is embarking on a master planning process that will determine
the disposition of this property during the next year;
• MDS is a viable tenant that desires to remain at this location; and
• MDS has assisted KSL Recreation on past planning efforts involving The
Ranch, and has a wealth of engineering data that would assist the Agency
with future planning activities.
Since the lease is for only one year, staff also proposes that RSG, the Agency's
real estate and redevelopment consultant, serve as the Agency's contact for all
day-to-day property management matters. RSG previously performed this service
when the Agency acquired the 50 single-family residences in the Cove that are part
of the Rental Housing Program. They managed these units for a 14-month period
until a local residential property management firm was retained. During this period,
staff did not receive any service or facility maintenance complaints from the
tenants.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Redevelopment Agency Board include:
1. Approve a one-year lease agreement by and between the La Quinta
Redevelopment Agency and MDS Consulting for Agency -owned real property
located at 79-799 Old Avenue 52, and authorize the Executive Director to
execute the lease documents; or
2. Do not approve a one-year lease agreement by and between the La Quinta
Redevelopment Agency and MDS Consulting for Agency -owned real property
located at 79-799 Old Avenue 52, and do not authorize the Executive Director
to execute the lease documents; or
3. Provide staff with alternative direction.
Respectfully submitted,
',-PW"-.Q-4,
Mark Weiss, Assistant Executive Director
0,10
jr-
006
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachments: 1. MDS Lease Agreement
003
ATTACHMENT 1
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") is made effective the day of
, 2002, by and between THE LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and politic ("Landlord") and MDS CONSULTING, a California
corporation, whose principal place of business is located at 17320 Redhill Avenue, Suite 350,
Irvine, California 92614 ("Tenant").
RECITALS
A. Landlord is the owner of that certain real property located in the City of La
Quinta, County of Riverside, State of California, more commonly known as 79-799 Old Avenue
52, located in the City of La Quinta, County of Riverside, State of California and more
particularly set forth in Exhibit "A", attached hereto and incorporated herein (the "Land"); and
(ii) certain improvements on the Land consisting of a building containing 1,670 square feet of
space, commonly known as the "Ahmanson Ranch Bull Barn", located on the Land, and the non-
exclusive right to use in common with others, various associated parking areas, driveways and
walkways on the Land (the "Improvements"). The Land and the Improvements may hereinafter
be referred to together as the "Leased Premises" and the Leased Premises are more particularly
depicted on Exhibit `B", attached hereto and incorporated herein.
B. Tenant is engaged in the business of mapping, surveying and other land planning
services.
C. Landlord desires to lease to Tenant and Tenant desires to lease from Landlord the
Leased Premises on the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements set forth herein,
Landlord and Tenant agree as follows:
ARTICLE I
Leased Premises
1.1 Leased Premises. Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, the Leased Premises, together with the right to use in common with others the
parking areas, driveways and walkways located on the Land, upon the terms and conditions
stated in this Lease. Tenant hereby covenants and warrants that Tenant shall comply with all
applicable laws, rules and regulations, including, without limitation, Landlord's and the City of
La Quinta's rules and regulations, in connection with its operations on the Land.
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1.2 Conditions of Leased Premises "AS-1S" Provision. Tenant acknowledges that it
has had an adequate opportunity to inspect the Leased Premises and to investigate its physical
characteristics and conditions, and hereby waives any and all objections to the physical
characteristics and conditions of the Leased Premises. Tenant acknowledges that Landlord has
not made any representations, warranties or agreements to or with Tenant as to any matters
concerning the Leased Premises, the present use thereof, or the suitability of Tenant's intended
use of the Leased Premises. The foregoing disclaimer includes, without limitation, topography,
climate, air, water rights, utilities, present and future zoning, soil, subsoil, existence of hazardous
waste or similar substances, purposes to which the Leased Premises is suited, drainage or access
to public roads. Tenant further acknowledges and agrees that the Leased Premises is to be leased
and accepted by Tenant in its present condition, "AS -IS", and that no patent or latent physical
condition of the Leased Premises, whether or not known or discovered, shall affect the rights of
either party hereto. Tenant has investigated and has knowledge of operative or imposed
governmental laws and regulations (including, but not limited to, zoning, environmental,
including specifically the regulations of the Environmental Protection Agency, and land use laws
and regulations) to which the Leased Premises may be subject, and is leasing the Leased
Premises on the basis of its review and determination of the application and effect of such laws
and regulations. Tenant has neither received nor relied upon any representations concerning
such laws and regulations made by Landlord or any person acting under or on behalf of
Landlord. Any agreements, warranties or representations not expressly contained in this Lease
shall in no way bind Landlord.
1.3 "Post -Acquisition" Status of Tenant. Tenant acknowledges that it is a post -
acquisition tenant, and that further acknowledges that the Landlord plans to redevelop the subject
property. Tenant hereby waives, relinquishes, and discharges any and all rights or claims for
relocation assistance or related benefits or loss of goodwill under any applicable law, including,
but not limited to California Government Code Section 7260 et seq. and the State Relocation
Assistance and Real Property Acquisition, 25 C.F.R. 6000 et seq., or the comparable federal
relocation laws and regulations, or for inverse condemnation.
ARTICLE II
I PA¢P TPr1Y1
2.1 Term. The Term of this Lease shall be for a period of one year commencing
September 1, 2002 and ending August 31, 2003, unless sooner terminated as provided herein (the
"Term"). Notwithstanding the foregoing and anything contained herein to the contrary, Landlord
shall have the right to terminate this Lease, with or without cause, by providing Tenant with
thirty (30) days written notice to cancel. Upon such termination, Tenant shall surrender the
Leased Premises, in accordance with the provisions contained in Section 8.1 hereof, no later than
the effective date of termination.
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ARTICLE III
Rent and Operating Expenses
3.1 Rent. Beginning September 1, 2002 and continuing throughout the Term, Tenant
shall pay to Landlord base rent in the amount of One Dollar and Thirty Cents ($1.30) for every
square foot of Leased Premises, for a total of Two Thousand One Hundred Seventy One Dollars
($2,171.00) monthly (the "Gross Rent"), payable in advance to Landlord on the first (1s) day of
each month without notice or demand from Landlord, subtracting therefrom any validated
Deductible Operating Expenses (as defined in Section 3.4 below), if any (such reduced rent
amount shall be referred to here in as "Net Rent") to Landlord at Landlord's address as provided
by Section 15.7. For the first (1st) month of the Term, Tenant shall pay the full amount of Gross
Rent to Landlord. After the natural expiration of the Term, Landlord shall reimburse those
Deductible Operating Expenses, if any, incurred by Tenant for the twelfth (12th) month of the
Term provided Tenant complies with the accounting procedure set forth in Section 3.4 below and
Landlord reasonably approves of such expenses, in its reasonable discretion. Net Rent and
Deductible Operating Expenses for any period during the term hereof which is for less than one
full calendar month shall be prorated based upon the actual number of days of said month.
3.2 Late Charges. Tenant hereby acknowledges that late payment by Tenant of Net
Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of
which will be extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon Landlord by
any lender. Accordingly, if any Net Rent shall not be received by Landlord within fifteen (15)
days after such amount shall be due, then, without any requirement for notice by Landlord,
Tenant shall pay to Landlord a one-time late charge equal to ten percent (10%) of each such
overdue amount or One Hundred Dollars ($100.00), whichever is greater. The parties hereby
agree that such late charge represents a fair and reasonable estimate of the costs Landlord will
incur by reason of such late payment. Acceptance of such late charge by Landlord shall in no
event constitute a waiver of Tenant's default or breach with respect to such overdue amount, nor
prevent the exercise of any other rights or remedies granted hereunder. In the event a late charge
is payable hereunder, whether or not collected, for three (3) consecutive installments of Net
Rent, then notwithstanding any other provision of this Lease to the contrary, Gross Rent, shall, at
Landlord's option, become due and payable quarterly in advance, with subsequent abatement of
Deductible Operating Expenses, if applicable, in the manner set forth in Section 3.4 below.
3.3 Operatin_g Expenses. Tenant shall be responsible for payment of any and all
costs, charges and expenses for all utilities and related services provided to or for the Leased
Premises, whether billed directly or indirectly to Tenant or Landlord including, but not limited
to, telephone, water, gas, electricity, cable television, landscaping, cleaning expenses, solid waste
disposal, and pest control (collectively, the "Operating Expenses"). In addition to the indemnity
provided to Landlord in Section 14.1 herein, Tenant shall indemnify and hold Landlord harmless
from and against any loss, cost, charge, expense or damage with respect thereto.
3.4 Rent Reduction. Tenant shall be entitled to deduct from the monthly Gross Rent
payable to Landlord those Operating Expenses reasonably expended by Tenant for electricity,
solid waste disposal, pest control, landscaping, and weekly cleaning expenses only (collectively,
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007
"Deductible Operating Expenses"). Beginning with the second (2°d) lease payment and
continuing until the end of the Term, Tenant shall, along with Tenant's Net Rent payment to
Landlord, provide detailed accounting statement(s) and/or written report(s) to Landlord clearly
indicating what costs were expended and paid by Tenant for the Deductible Operating Expenses
for the immediately preceding month, which prior month's Deductible Operating Expenses shall
be deducted from the current month's Gross Rent due to Landlord. Only those Deductible
Operating Expenses that are adequately validated in the manner set forth in the preceding
sentence, as determined by Landlord in its reasonable discretion, shall be deducted from Gross
Rent. Tenant's calculation of Net Rent must conform to Landlord's calculation of same based on
the accounting statement(s) and/or written report(s) provided to Landlord from Tenant. In the
event of any discrepancy, the parties shall cooperate with one another in good faith and promptly
reimburse or refund, as applicable, any Net Rent paid or received, as applicable, by Tenant or
Landlord.
3.5 Personal Property Taxes-, Possessory Interest Tax. During the Term, Tenant shall
pay all taxes assessed against and levied upon fixtures, furnishings, equipment, and all other
personal property of Tenant contained on the Land or in the Leased Premises prior to
delinquency, and when possible Tenant shall cause these fixtures, furnishings, equipment, and
other personal property to be assessed and billed separately from the real property of Landlord.
If any of Tenant's fixtures, furnishings, equipment, and other personal property is assessed and
taxed with Landlord's real property, Tenant shall pay to Landlord Tenant's share of the taxes
within ten (10) days after delivery to Tenant by Landlord of a statement in writing setting forth
the amount of the taxes applicable to Tenant's property. Furthermore, in accordance with
California Revenue & Taxation Code § 107.6, Tenant hereby acknowledges that the possessory
interest granted herein may be a taxable interest and, Tenant's obligations with respect to the
payment of any and all costs associated with Tenant's use of the Leased Premises shall include,
without limitation, the obligation to pay any such possessory interest tax.
3.6 Landlord Contact Person. During the Term, Tenant shall direct all questions,
concerns, and correspondence regarding repairs or other issues relating to this Lease to
Landlord's representative, Frank J. Spevacek, at the address set forth in Section 15.7 herein.
ARTICLE IV
Occupant
4.1 Quiet Enjoyment. Provided that no default or condition described in Section 13.1
has occurred and is continuing, and subject to performance by Tenant of all of the covenants and
provisions of this Lease to be performed by Tenant, Tenant shall have during the Term peaceful
and quiet use and possession of the Leased Premises without hindrance on the part of Landlord.
4.2 Use of Leased Premises. Tenant may use the Leased Premises for general office
purposes and for no other purpose unless approved in writing by Landlord, which approval may
be granted or denied in Landlord's sole and absolute discretion.
4.3 Compliance with Law. Tenant shall not at any time use or occupy the Leased
Premises, or permit any act or omission in or about the Leased Premises in violation of any law,
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008
statute, ordinance or any governmental rule, regulation or order (collectively, "Law") and Tenant
shall, upon written notice from Landlord, discontinue any use of the Leased Premises or the
Land which is a violation of Law. At all times during the Term, at Tenant's own expense,
Tenant shall conform to and comply with the Law and any requirements of applicable insurance
policies now or hereafter in force, affecting the use or occupancy of all or any part of the Leased
Premises or the Land. Without limiting the foregoing, 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 use, occupancy, tenure, or enjoyment of the
Leased Premises, nor shall Tenant, or any person claiming under or through Tenant, establish or
permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use, or occupancy of any persons in the Leased Premises.
4.4 Hazardous Materials. As used herein, the term "Hazardous Material" means any
hazardous or toxic substance, material or waste which is or becomes regulated by any local
governmental authority, the State of California or the United States Government, including,
without limitation, (i) any material or substance which is defined or listed as a "hazardous waste,
extremely hazardous waste, restricted hazardous waste," "hazardous substance" or "hazardous
material" under any federal, state or local law, statute, ordinance or any governmental rule,
regulation or order governing or in any way relating to the release, use, generation, handling,
leakage, dumping, discharge or disposal of any of the above (collectively, "Hazardous Material
Laws") (ii) petroleum or any petroleum derivative, (iii) any flammable explosive or radioactive
material, (iv) any polychlorinated biphenyl and (v) asbestos or any asbestos containing material
or derivative. Tenant hereby agrees that (i) Tenant and each of its affiliates, assignees,
subtenants, and their respective agents, servants, employees, representatives and contractors shall
not bring onto the Leased Premises or the Land any Hazardous Material, (ii) Tenant shall
immediately notify Landlord in writing in the event Tenant becomes aware of or suspects that
there has been any release of any Hazardous Material in, on or about the Leased Premises or the
Land or that any person has stored or otherwise brought onto the Leased Premises or the Land or
any portion thereof any Hazardous Material. Tenant agrees to indemnify, defend (with counsel
reasonably approved by Landlord), protect and hold Landlord and each of its affiliates, and each
and every officer, director, employee, attorney, agent and representative of Landlord
(collectively, the "Landlord Parties") harmless from and against any and all claims, actions,
administrative proceedings (including informal proceedings), judgments, damages to person or
property, punitive damages, penalties, fines, costs, liabilities, interest or losses, including
reasonable attorneys' fees and expenses, consultant fees, and expert fees, together with all other
costs and expenses of any kind or nature (hereinafter collectively "Claims") resulting directly or
indirectly from or in connection with the presence, handling, storage, release or discharge of any
Hazardous Material that (i) first occurred after Landlord's delivery of possession of the Leased
Premises to Tenant and prior to expiration or sooner termination of the Lease term; or (ii) was
caused or contributed to by Tenant, its affiliates and/or their respective agents, servants,
employees, representatives and/or contractors. Each of the covenants and agreements of the
parties set forth in this Section 4.4 shall survive the expiration or earlier termination of this
Lease.
4.5 Conduct on Leased Premises. Tenant shall not do, or permit anything to be done,
in or on the Leased Premises, which in any way will (a) increase the rate of fire insurance on the
Leased Premises; (b) invalidate or conflict with the fire insurance policies on the Leased
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009
Premises or fixtures or on personal property kept therein; (c) obstruct or interfere with the rights
of Landlord or Landlord's other tenants on the Land; (d) subject Landlord to any liability for
injury to persons or damage to property; or (e) interfere with the good order of the Leased
Premises or the Land.
4.6 Leased Premises - Loss, Damage. Landlord shall not be liable under this Lease to
Tenant for injuries to person or damage to property occurring an the Land and the Leased
Premises or to any persons thereon, including, without limitation: (a) a loss of property by theft
or burglary, including property placed in the custody of Landlord's employees; (b) damage or
injury to person or property on the Leased Premises from the use of any utility on the Leased
Premises; (c) any damage or injury caused by action of the natural elements; or (d) damage or
injury resulting from (i) the conduct of Tenant, Tenant's contractors, licensees or invitees,
whether negligent or otherwise, or (ii) any other act, event or occurrence in or about the Leased
Premises other than the grossly negligent or intentional acts of Landlord or Landlord's
employees, contractors, licensees or invitees. Tenant shall not make any claim against Landlord
for any loss or damage described in this Section.
ARTICLE V
TYAnCfPYC
5.1 Assignment and Subletting'. Tenant shall not have the right to sublet the Leased
Premises, or any portion thereof, or to assign or mortgage Tenant's interest in this Lease, or any
portion thereof, without the prior written consent of Landlord, which consent may be withheld in
Landlord's sole and absolute discretion. In the case of any such subletting or assignment
approved by Landlord, Tenant shall remain fully obligated to Landlord for the performance of all
terms and conditions of this Lease. Notwithstanding the foregoing, Landlord may, without
Tenant's consent, assign this lease to any of its affiliates, successors or assigns.
ARTICLE VI
Parking
6.1 Parking,. Tenant's lease of the Leased Premises includes the non-exclusive right
to use, in common with others, the adjacent automobile parking areas, driveways, access roads
and footways.
ARTICI F V11
Maintenance and Alterations
7.1 Maintenance by Tenant. Tenant, at its expense, will be responsible for the routine
maintenance and upkeep of the Leased Premises, including but not limited to, maintenance of
indoor sprinklers, plumbing, HVAC equipment and other appliances, electrical, lighting facilities
(including the replacement of light bulbs), boilers, pressure vessels, fixtures, interior walls,
interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, skylights, and
other minor building repairs. In addition, Tenant shall paint the exterior or interior surfaces of
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exterior walls, when necessary, as determined by Landlord in its reasonable discretion. Tenant
shall keep the Leased Premises in good and clean order and reasonable condition, fit for its
intended use. Tenant will not do, and will take reasonable steps to prevent Tenant's employees,
contractors, invitees and guests from doing, any act or things which might in any manner impair
the value or usefulness of the Leased Premises or any part thereof, or commit or permit any
waste of the Leased Premises or any part thereof.
7.2 Maintenance by Landlord. Landlord agrees to make all major repairs to the
Leased Premises, including maintenance of the foundations, exterior walls, structural condition
of interior bearing walls, exterior roof, fire sprinkler system, fire alarms and smoke detection
systems not located on or in the Leased Premises, fire hydrants, parking lots, walkways,
replacement of HVAC and utility systems, repair of the well and septic system, and other major
building repairs beyond normal maintenance, to be determined by Landlord in its reasonable
discretion. Notwithstanding the foregoing, any major repair that is necessitated by the negligent
or intentional act(s) of Tenant, its affiliates, invitees, guests, agents, employees, or contractors
shall be repaired or maintained by Tenant or its designee at Tenant's sole cost and expense. If
Tenant does not commence and complete such repairs within a reasonable time frame, Landlord
may commence, continue, or complete such repairs at Tenant's cost and expense, payable by
Tenant upon demand therefor by Landlord.
7.3 Alterations by Tenant. Tenant may not make any additions, alterations or changes
to the Leased Premises without the prior written consent of Landlord, which consent may be
withheld in Landlord's sole and absolute discretion.
ARTICLE VIII
Surrender of Leased Premises
8.1 Surrender. Upon expiration of the Term, or any earlier termination of this Lease,
Tenant shall surrender to Landlord the Leased Premises, including all alterations, improvements
and other additions made by Landlord or Tenant, in good order, condition, and repair, reasonable
wear and tear excepted. Notwithstanding the foregoing, upon Landlord's written request
therefor, which request will itemize the articles to be removed, Tenant shall at Tenant's expense
promptly remove or cause to be removed from the Leased Premises or the Land all debris, along
with only those articles of furniture, equipment, and trade fixtures, free-standing cabinet work
and other articles of any other persons claiming under Tenant, itemized on Landlord's written
request for removal, subject to the provisions of Section 8.2 below. Tenant shall repair all
damage to the Leased Premises or the Land resulting from such removal, which repair shall
include the patching and filling of holes and repair of structural damage. In the event that Tenant
shall fail to comply with the provisions of this Section 8.1, Landlord may make such repairs and
the cost thereof shall be payable by Tenant upon demand. If requested by Landlord, Tenant shall
execute, acknowledge and deliver to Landlord an instrument in writing releasing and
quitclaiming to Landlord all right, title and interest of Tenant in and to the Leased Premises by
reason of this Lease or otherwise.
8.2 Affixed Property. All fixtures, equipment, alterations, additions, improvements
and/or appurtenances attached to or built into the Leased Premises prior to or during the term
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hereof, whether by Landlord at its expense or at the expense of Tenant or both, shall be and
remain part of the Leased Premises and shall belong to Landlord unless otherwise expressly
provided for in this Lease or unless such removal is required and designated in writing by
Landlord pursuant to the provisions of Section 8.1 hereof. Such fixtures, equipment, alterations,
additions, improvements and/or appurtenances shall include, without limitation, floor coverings,
drapes, paneling, molding, built-in cabinets, doors, vaults, (exclusive of vault doors), plumbing,
electrical communications and lighting systems, silencing equipment, all fixtures and outlets for
the systems mentioned above and for all telephone, radio, telegraph and television purposes, and
any special flooring or ceiling installations.
8.3 Hold -Over. Tenant shall have no right to occupy the Leased Premises or any
portion thereof after expiration of this Lease or Tenant's right to possession of the Leased
Premises. In the event Tenant or any party claiming by, through or under Tenant, retains
possession of the Leased Premises after the expiration or earlier termination of this Lease, such
possession shall constitute and be construed as a tenancy at will only, subject, however, to all of
the terms, provisions, covenants and agreements of Tenant hereunder. Tenant or any such party
shall pay Landlord, as rent for the entire period of any hold -over tenancy, One Hundred Dollars
($100) per day. In the event of such hold -over, Landlord may immediately exercise all remedies
available to Landlord at law or in equity to recover possession of the Leased Premises and for
damages. Tenant shall be liable to Landlord for any loss or damage Landlord may sustain by
reason of Tenant's failure to surrender possession of the Leased Premises immediately upon the
expiration or termination of this Lease. If Tenant shall fail to surrender possession of the Leased
Premises immediately upon the expiration or earlier termination of this Lease, Tenant hereby
agrees that all the obligations of Tenant and all rights of Landlord applicable during the term of
this Lease shall be equally applicable during such period of subsequent occupancy, whether or
not a tenancy shall have been created as aforesaid.
ARTICLE IX
Liens
9.1 Lien. Tenant warrants that no person or entity furnishing any improvement,
fixture, equipment or facilities in connection with any improvement or construction within or on
the Leased Premises shall have any right to a lien upon the Leased Premises or the Land by
virtue of any security interest in such improvement, fixture, equipment or facilities. Tenant shall
promptly cause any claim, stop notice, lis pendens, lien or claim of lien asserted against Landlord
or the Leased Premises or the Land by reason of the furnishing of any improvement, fixture,
equipment or facilities in connection with any improvement or construction within or on the
Leased Premises or the Land, or any activity of Tenant, to be promptly discharged or paid.
Tenant shall defend, indemnify and hold harmless Landlord from and against any such claim,
stop notice, lis pendens, lien or claim of lien.
ARTICLE X
Inciiranc-E,
10.1 Tenant's Insurance.
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(a) Types. Tenant, at no cost and expense to Landlord, shall procure and keep
in full force and effect during the Term or case to be procured and kept in full force and effect
for the mutual benefit of Landlord and Tenant, insurance policies meeting the minimum
requirements set forth below or such greater requirements that are generally obtained from time
to time for properties, improvcments, activities, and operations similar to those on the Leased
Premises in the Southern California area:
(i) comprehensive general liability insurance with respect to the
Leased Premises and the operations of or on behalf of Tenant or its agents, officers, directors,
and employees in, on or about the Leased Premises in an amount not less than One Million
Dollars (51,000,000) per Occurrence combined single limit bodily injury, personal injury, death
and property damage liability per occurrence, subject to such increases in amount as Landlord
may reasonably require from time to time. Coverage shall include, but not be limited to personal
injury liability, premises and operation, blanket contractual, cross liability, severability of
interest, broad form property damage, and independent contractors. The policy or policies shall
include that Landlord and its officers, employees, and agents shall be additional insureds under
such policy or policies;
(i1) worker's compensation coverage as required by the laws of the
State of California together with employer's liability coverage;
(iii) with respect to the improvements, fixtures, furnishings, equipment
and other items of personal property location on or in the Leased Premises, insurance against
Fire, peril of flood, extended coverage, vandalism and malicious mischief, and such other
additional perils, hazards and risk as now are or may be included in standard "all risk" forms in
general use in Riverside County, California, for an amount equal to not less than the full current
actual replacement cost thereof. Landlord shall be an additional insured under such policy or
policies and such insurance shall contain a replacement cost endorsement.
(b) Standard. All policies of insurance required to be carried by Tenant under
this Lease shall be written by responsible and solvent insurance companies authorized to do
business in the State of California. Any such insurance required of Tenant hereunder may be
furnished by Tenant under any blanket policy carried by it or under a separate policy therefor. A
copy of each paid -up policy evidencing such insurance (appropriately authenticated by the
insurer) or a certificate of the insurer, certifying that such policy has been issued, providing the
coverage required by this Section and containing provisions specified herein, shall be delivered
to Landlord prior to the date Tenant is given the right of possession of the Leased Premises or as
Landlord may otherwise require, and upon renewals, not less than thirty (30) days prior to the
expiration of such coverage. Landlord may, at any time, and from time to time, inspect and/or
copy any and all insurance policies required to be procured by Tenant hereunder. In no event
shall the limits of any policy by considered as limiting the liability of Tenant under this Lease.
(c) Specific Provisions in Policy. Each policy evidencing insurance required
to be carried by Tenant pursuant to this Article shall contain the following provisions or clauses:
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(1) a provision that the insurer will not cancel or materially change the
coverage provided by such policy without first giving Landlord thirty (30) days prior written
notice; and
(n) a waiver by the Tenant's insurer of any right to subrogation against
Landlord, its agents, employees or representatives which arises or might arise by reason of any
payment under such policy or policies or by reason of any act or omission of Landlord, its
agents, employees or representatives.
(d) Landlord's Substitute Performance. In the event that Tenant fails to
procure, maintain and/or pay for at the times and for the durations specified in this Section, any
insurance required by this Section, or fails to carry insurance required by law or governmental
regulation, Landlord may (but without obligation to do so) at any time or from time to time, after
thirty (30) days written notice to Tenant, procure such insurance and pay the premiums therefor,
in which event Tenant shall repay Landlord all sums so paid by Landlord together with interest
thereon as provided elsewhere herein, within fifteen (15) days following Landlord's written
demand to Tenant for such payment.
ARTICLE XI
Eminent Domain
11.1 Total Taking. If the entire Leased Premises be taken under the power of eminent
domain or by purchase in place thereof (herein together called "Eminent Domain"), this lease
shall terminate as of the date possession is taken.
11.2 Partial Taking. If any portion of the Leased Premises shall be taken under the
power of eminent domain, and the remaining portion would not, in the reasonable judgment of
Tenant be adequate for the continued occupancy of the Leased Premises, either unrestored or
restored, or if Tenant deems such restoration to be impractical, Tenant may terminate this Lease
immediately by giving notice thereof to Landlord within thirty (30) days after such taking. If
this Lease is not terminated pursuant to this Section 11.2, Landlord shall have no obligation to
restore the Leased Premises, and Tenant shall continue to pay rent in full and to utilize the
Leased Premises.
11.3 Damages. All damages awarded for any such taking under the power of eminent
domain shall be paid to Landlord, except damages, if any, specifically allocated by the
condemning authority, for fixtures and equipment of Tenant used in operation of the Leased
Premises.
1 l .4 Rent. If Tenant elects to terminate this Lease as provided by this Article, Tenant
shall pay Rent up to the date that possession is taken by the condemning authority, and Landlord
shall make a proportional refund to Tenant of any Rent paid by Tenant which is applicable to any
period after that date and not yet earned.
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ARTICLE XII
Casualty
12.1 Casualty to Leased Premises.
(a) Definitions.
(1) "Leased Premises Partial Damage" shall mean damage or
destruction to the Leased Premises, the rcpair of which will cost $5,000.00 or less, as determined
by Landlord.
(11) "Leased Premises Total Destruction" shall mean damage or
destruction to the Leased Premises, the repair of which will cost more than $5,000.00 as
reasonably determined by Landlord.
(Ili) "Insured Loss" shall mean damage or destruction to the Leased
Premises where full insurance proceeds are paid to Landlord.
(b) Partial Damage. If a Leased Premises Partial Damage occurs, then
Landlord shall repair such damage as soon as reasonable possibly and this Lease shall continue
in full force and effect. Tenant shall pay any deductibles payable in connection with such Loss.
(c) Total Destruction -Insured Loss. If a Leased Premises Total Destruction
that is an Insured Loss occurs, either party may cancel this Lease by delivery of a Notice to the
other party within sixty (60) days of the occurrence of such event, effective as of the date of such
Notice. If neither party cancels this Lease, then such Total Destruction shall be deemed a Leased
Premises Partial Damage and the repair of the Leased Premises shall be governed by the terms of
Paragraph 12.1(b) above.
(d) Total Destruction -Uninsured Loss. If a Leased Premises Total Destruction
that is not an Insured Loss occurs, either party may cancel this Lease by delivery of a Notice to
the other party within sixty (60) days of the occurrence of such event, effective as of the date of
such Notice. If neither party cancels this Lease, then Landlord shall commence to repair such
damage as soon as reasonably possible thereafter at Landlord's expense, in which event this
Lease shall continue in full force and effect. In the event Landlord elects to give Notice of
Landlord's intention to terminate this Lease, Tenant shall have the right within ten (10) days
after- the receipt of such Notice to give written notice to Landlord of Tenant's commitment to pay
Or the repair of such damage totally at Tenant's expense and without reimbursement from
Landlord. Tenant shall provide Landlord with the required funds or satisfactory assurance
thereof within thirty (30) days following Tenant's said commitment. In such event this Lease
shall continue in full force and effect, and Landlord shall proceed to make such repairs as soon as
reasonably possible. if Tenant does not give such Notice and provide the funds or assurance
thereof within the times specified above, this Lease shall terminate as of the date specified in
Landlord's Notice of termination.
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12.2 Abatement.
(a) In the event of damage where this Lease is not terminated, whether or not
Landlord or Tenant repairs or restores the Leased Premises, the Rent and other charges, if any,
payable by Tenant hereunder shall be abated in proportion to the degree to which Tenant's use of
the Leased Premises is impaired for the period during which such damage, its repair or the
restoration continues. Except for abatement of Rent and other charges, if any, as aforesaid, all
other obligations of Tenant hereunder shall be performed by Tenant with respect to the
undamaged portions of the Leased Premises. Tenant shall have no claim against Landlord for
any damage suffered by reason of any such repair or restoration, except for claims arising from a
default by Landlord in the performance of its. repair and restoration obligations.
(b) I1' Landlord shall be obligated to or elects to repair or restore the Leased
Premises under the provisions of Section 12.1 and shall not commence the repair or restoration
of the Leased Premises within forty -live (45) days after such obligation shall accrue, or the repair
and restoration work is not completed within ninety (90) days of the date of the casualty, Tenant
may, at any time prior to the commencement of such repair or restoration, as the case may be,
give Notice to Landlord and to any lenders of which Tenant has actual notice of Tenant's
election to terminate this Lease, effective as of the date of such Notice. "Commencement" as
used in this Paragraph shall mean the beginning of the actual construction work on the Leased
Premises.
12.3 Waiver of Statutory Rights. Landlord and Tenant agree that the terms of this
Lease shall govern the effect of any damage to or destruction of the Leased Premises with
respect to the termination of this Lease and hereby waive the provisions of any present or future
statute (including without limitation Sections 1931,1932 and 1933 of the California Civil Code
and any successor statutes) to the extent inconsistent herewith.
ARTICLE XIII
Defaults and Remedies
13.1 Events of Default. An event of default (an "Event of Default") shall occur under
this Lease if.
(a) Tenant shall fail to perform any of the terms, conditions or covenants of
this Lease to be observed or performed by Tenant and such failure shall continue for more than
thirty (30) days after Landlord gives Tenant Notice thereof, unless such default is of a nature that
it cannot practically be cured within such thirty (30) day period but can be cured within a
reasonable time but in no event later than ninety (90) days, and Tenant is proceeding with due
diligence to cure such default;
(b) the abandonment of the Leased Premises; or the vacating of the Leased
Premises without providing a commercially reasonable level of security, or where the coverage
of the property insurance described in Section 10.1 herein is jeopardized as a result thereof, or
without providing reasonable assurances to minimize potential vandalism; or
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(c) the occurrence of any of the following events: (a) the making of any
general assignment for the benefit of creditors; (b) becoming a "debtor" as defined in 11 U.S.C.
Section 101 or any successor statute thereto (unless, in the case of a petition filed against Tenant,
the same is dismissed within sixty (60) days; (c) the appointment of a trustee or receive to take
possession of substantially all of Tenant's assets located at the Leased Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (d)
the attachment, execution, or other judicial seizure of substantially all of Tenant's assets located
at the Leased Premises or of Tenant's interest in this Lease, where such seizure is not discharged
within thirty (30) days; provided, however, in the event that any provision of this Section 13.1(c)
is contrary to any applicable law, such provision shall be of no force or effect, and not effect the
validity of the remaining provisions.
Upon the occurrence of any of the foregoing, Landlord may, without limiting Landlord in
the exercise of any other right or remedy Landlord may have in law or equity or account of such
default, including without limitation, those remedies afforded Landlord pursuant to California
Civil Code Section 1951.4, and without any further demand or notice, Landlord may exercise
any of the remedies set forth in Section 13.2.
13.2 Remedies. Upon the occurrence of an Event of Default, then at Landlord's option
and without limiting Landlord in the exercise of any other right or remedy Landlord may have in
law or equity on account of such default, including without limitation, those remedies afforded
Landlord pursuant to California Civil Code Section 1951.4, and without any further demand or
Notice, Landlord may exercise either of the following remedies:
(a) Re-enter the Leased Premises with process of law, take possession thereof
and of all improvements, additions, alterations, equipment and fixtures thereon, and eject all
parties in possession thereof Landlord may, without terminating this Lease, relet the Leased
Premises or any part thereof for the accounts of Landlord or Tenant, receive and collect the rents
therefor, applying the rents first to the payment of such expenses as Landlord may have incurred
in recovering possession of the Leased Premises, including costs, expenses and reasonable
attorney's fees, and for placing the Leased Premises in good order and condition or preparing or
altering the Leased Premises for reletting, and all other, expenses, commission and charges
incurred by Landlord in connection withreletting the Leased Premises, and then to the
fulfillment of the covenants of Tenant. Any such reletting may be for the remainder of the Term
or for a longer or shorter period. Landlord may execute any lease made pursuant to the terms
hereof either in Landlord's name or in the name of Tenant. as Landlord may see fit, and the
subtenant therein shall be under no obligation whatsoever for the application by Landlord of any
rent collected by Landlord from such subtenant to any and all sums, due and owing or which
may become due and owing under the provisions of this Lease. Tenant shall have no right or
authority to collect any rent from such subtenant. In any case and whether or not the Leased
Premises or any part thereof be relet, Tenant shall pay to Landlord all Rent required to be paid by
Tenant up to the time of re-entry by Landlord. Thereafter, Tenant, if required by Landlord, shall
pay to Landlord, until the end of the Term, the equivalent of the amount of all Rent, less the net
proceeds of a reletting, if any, during the Term, after payment of the expenses of Landlord. Such
rent shall be due and payable at the times provided for installments of Rent, and Landlord need
not wait until the termination of this Lease to recover any Rent by legal action or otherwise. Re-
entry by Landlord shall not constitute an election to terminate this Lease unless Landlord gives
o5)r,
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Tenant Notice of Landlord's election to terminate. Landlord shall not be responsible or liable for
any failure to relet the Leased Premises, or any part thereof, or for any failure to collect any rent
due upon such reletting; or
(b) Declare this Lease terminated, re-enter the Leased Premises with process
of law, eject all parties in possession thereof and repossess and enjoy the Leased Premises, and
Landlord shall thereupon be entitled to recover from Tenant the present value, at the time of such
termination, of the amount of Rent for the balance of the Term at an annual capitalization rate of
eight percent (8%).
13.3 Remedies Not Exclusive-, No Waiver; Specific Performance. The remedies of
Landlord set forth in this Lease are in addition to and not exclusive of any other remedy of
Landlord which may be permitted at law or in equity, and if any breach or threatened breach of
this Lease by Tenant occurs, Landlord shall be entitled to enjoin such breach or threatened
breach and shall have the right to invoke any right and remedy allowed at law or in equity or by
statute or otherwise in addition to rights set forth in this Lease. Tenant shall permit any re-entry
without hindrance to Landlord, and Landlord shall not be liable in damages or guilty of trespass
or eviction because of such re-entry. The failure of Landlord to insist, in any one or more
instances, upon a strict performance of any of the covenants of this Lease or to exercise any right
or remedy contained herein, shall not be construed as a waiver or a relinquishment for the future
of such covenant or option. A receipt by Landlord of any installment of Net Rent with
knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such
breach. No waiver by Landlord of any provision of this Lease shall be deemed to have been
made unless expressed in writing and signed by Landlord. In addition to the other remedies
contained in this Lease and by law provided, Landlord shall be entitled to the restraint by
injunction of the violation or attempted or threatened violation of any of the provisions of this
Lease or to a decree compelling performance of any of such covenants, conditions or provisions.
ARTICLE X1V
Indemnity
14.1 Tenant's Indemnity. Tenant shall defend, indemnify and hold harmless Landlord,
its agents, and any and all affiliates of Landlord, including, without limitation, any public agency
or other entities controlling, controlled by or under common control with Landlord, from and
against any and all claims or liabilities arising from Tenant's use or occupancy of the Leased
Premises or the Land or the conduct of its business or from any activity, work, or thing done,
permitted or suffered by Tenant in or about the Leased Premises and the Land, and shall further
defend, indemnify and hold harmless Landlord, its agents and affiliates against and from any and
all claims or liabilities arising from any breach or default in the performance of any obligation on
Tenant's part to be performed hereunder, or arising from any act or negligence of Tenant, or of
its agents, employees, visitors, patrons, guests, invitees or licensees, including vendors, servicing
Tenant at its request, and from and against all costs, attorneys' fees, expenses and liabilities
incurred in or about any such claims or liabilities or any actions or proceedings brought thereon.
Notwithstanding the foregoing, Tenant shall not be liable for damage or injury occasioned by the
gross negligence or willful misconduct of Landlord or its designated agents, servants or
employees, unless covered by insurance Tenant is required to provide. This obligation to ,
619/015610-0048 V
304265.05 AM02
indemnify shall include Tenant's payment of reasonable attorneys' fees and investigation costs
and all other reasonable costs, expenses and liabilities incurred or suffered by Landlord from
Landlord's receipt of the first notice that any claim or demand is to be made or may be made.
Landlord may, at its option, require Tenant to assume Landlord's defense in any action covered
by this Section 14.1 through counsel satisfactory to Landlord. As used in this Lease, the term
"gross negligence" shall mean the failure to perform a manifest duty in reckless disregard of the
consequences as affecting the life or property of another.
ARTICLE XV
Miscellaneous
15.1 Recording. Landlord and Tenant each covenant to the other not to record, or
cause to be recorded, this Lease or any short form thereof.
15.2 Estoppel Certificates. Each party agrees at reasonable intervals and from time to
time upon not fewer than ten (10) business days' prior written Notice by the other to execute,
acknowledge and deliver a statement in writing certifying (a) that this Lease is unmodified and in
full force and effect (or if there have been modifications, that this Lease is in Rill force and effect
as modified and stating the modifications), (b) the dates to which the installments of Rent have
been paid in advance, if any, and (c) stating whether or not, to the best knowledge of the signer
of such certificate, the other party is in default in performance of any covenant, agreement or
condition contained in this Lease and, if so, specifying each such default of which the signer may
have knowledge. Each party acknowledges that any such statement delivered under this Lease
may be relied upon by third parties.
15.3 Right to Enter. Landlord shall have the right to enter the Leased Premises (a) at
reasonable hours upon prior reasonable notice to Tenant (verbal or written) for any purpose
permitted or required by thus Lease; or (b) at any time that an emergency exists, to examine the
Leased Premises or to make such repairs and alterations as shall be reasonably necessary for the
safety and preservation of the Leased Premises.
15.4 Governing Law. This Lease shall be construed and applied in accordance with
the laws of the State of California.
15.5 Severability. Any provision or provisions of this Lease which shall prove to be
invalid, void, or illegal shall in no way affect or impair or invalidate any other provision, and the
remaining provisions shall remain in full force and effect.
15.6 Headings. The headings of the various Articles and Sections of this Lease are
inserted for reference only and shall not to any extent have the effect of modifying, amending or
changing the express terms and provisions of this Lease.
15.7 Notices. All notices, demands, elections, deliveries and other communications
between Landlord and Tenant required or desired to be given in connection with this Lease
("Notices"), to be effective hereunder, shall, except as otherwise expressly provided in this
Lease, be in writing, and shall be deemed to be given and received (a) when delivered
personally; or (b) two (2) days after being deposited with a national overnight courier service ,
619/015610-0048 Q T 9
304265.05 AM02
(e.g., Federal Express) or with the United States Postal Service as certified mail, return receipt
requested, in either event with all charges or postage prepaid and addressed as follows:
If to Landlord,
La Quinta Redevelopment Agency
78-495 Calle Tampico
P.O. Box 1504
La Quinta, CA 92253
Attention: Frank J. Spevacek
With a Copy to:
Rutan & Tucker, LLP
611 Anton Boulevard, 14`h Floor
Costa Mesa, CA 92626
Attention: M. Katherine Jenson, Esq.
And if to Tenant,
MDS Consulting
17320 Redhill Avenue, Suite 350
Irvine, California 92714-5644
Attention: Stan Morse
With a Copy to:
Attention:
Either Landlord or Tenant may from time to time designate another address for the
receipt of future Notices by a Notice given as provided in this Section 15.7 to the other party at
the address set forth in, or as last provided by such other party in accordance with, this Section
15.7.
15.8 Amendments and Walvcrs. Neither this lease nor any term or provision hereof
may be changed, waived, or discharged orally, but only by an instrument in writing signed by the
party against which the enforcement of the change, waiver, or discharge is sought.
159 Successors and Assigns. Notwithstanding anything contained herein to the
contrary, this Lease shall be binding upon and inure to the benefit, as the case may require, of the
parties hereto and their respective heirs, executors, administrators, successors and assigns.
15.10 Subordination. This Lease shall be subject and subordinate at all times to the lien
of any mortgage or deed of trust, which may now or at any time hereafter be alien upon the
Land. Tenant shall execute and deliver such further instrument or instruments subordinating this
6 59
619/015610-0048 R "
304265.05 AM02 ��
Lease to the lien of any such mortgage or deed of trust as shall be reasonably requested by any
mortgagee or party secured or proposed mortgagee or party proposed to be secured. Tenant shall
attorn to any successor to Landlord by foreclosure or deed in lieu thereof or to any purchaser at a
foreclosure sale of the Leased Premises.
15.11 Assignmcnt of Landlord's Interest. If Landlord should ever assign this Lease or
the rents hereunder to a creditor as security for a debt, Tenant shall, after Notice of such
assignment and upon demand by Landlord or the assignee, pay all sums thereafter becoming due
Landlord hereunder to the assignee and give all Notices required to be given Landlord hereunder
both to Landlord and the assignee. Landlord may assign this Lease, by direct assignment or
merger, to an affiliate of Landlord without the approval of Tenant. Landlord shall also have the
right to make a collateral assignment of this Lease to its lender without the approval of Tenant.
15.12 Transfer by Landlord. If Landlord sells, leases or in any manner transfers title to
the Leased Premises, including foreclosure sale by judicial proceeding or otherwise, the
Landlord shall be relieved of all covenants and obligations arising hereunder after the date of
such sale, lease or other transfer, provided that such transferee shall agree, in a writing delivered
to Tenant, to assume all covenants and obligations of the Landlord hereunder. Tenant agrees that
it will attorn to such transferee upon the satisfaction of such conditions, and Tenant shall
continue to perform all of the terms, covenants, conditions, and obligations of this Lease.
15.13 Rules and Regulations. Landlord shall have the right, from time to time, to issue
reasonable rules and regulations regarding the use of the Leased Premises. When so issued, such
rules and regulations shall be considered a part of this Lease. Landlord shall not be liable to
Tenant in the violation of any rules and regulations or the breach of any covenant or condition in
any lease by any other tenant of the Land.
15.14 Entire Agreement. This Lease contains the entire agreement of the parties with
regard to the matters set forth herein. Any other agreements, promises or representations, oral or
written, between the parties with respect to such matters are hereby superseded and merged into
this Lease.
15.15 Time of Essence. Time is of the essence of this Lease.
15.16 Execution of Counterparts. This Lease may be executed in several counterparts,
each of which shall be an original but all of which shall constitute one and the same instrument.
(_+ r" 0
619/015610-0048 j
304265.05 AM02
15.17 Relationship Between the Parties. Notwithstanding the existence of other
relationships between the parties to this Lease, this Lease only controls the relationship between
Landlord, as landlord under this Lease, and Tenant, as tenant under this Lease.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
to be effective as of the date first written above.
ATTEST:
June S. Greek, Agency Clerk
APPROVED AS TO FORM:
M. Katherine Jenson
Agency Attorney
THE LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic
Thomas P. Genovese
Executive Director
MDS CONSULTING,
a California corporation
go
Title:
"Landlord"
"Tenant"
619/015610-0048 922
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EXHIBIT "A"
DESCRIPTION OF THE LAND
(To be incorporated into final agreement.)
023
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EXHIBIT "B"
DEPICTION OF THE LEASED PREMISES
(To be incorporated into final agreement.)
EXHIBIT "B" 024
619/015610-0048 TO LEASE
304265.05 AM02
T4tyl 4 4 0"
COUNCIL/RDA MEETING DATE: August 6, 2002
ITEM TITLE:
Approval of: 1) Loan from the General Fund to La Quinta
Redevelopment Agency Project Area No. 2; 2) Resolution
Making Findings Pursuant to Health and Safety Code
Section 33445; 3) Financing Agreements Between the La
Quinta Redevelopment Agency and the City of La Quinta
for Park Improvements to the La Quinta Community Park,
Project No. 2000-1 1
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
Adopt a Resolution of the La Quinta Redevelopment Agency establishing a loan from the
City of La Quinta to the La Quinta Redevelopment Agency, entering into a Financing
Agreement, and making certain findings pursuant to Health and Safety Code Section
33445(a).
FISCAL IMPLICATIONS:
The following represents the currently approved funding and funding sources for the La
Quinta Community Park:
Quimby: $225,000.00
Park DIF: (includes $1,100,000 loan from RDA 2) $2,000,000.00
State Grant: $500,000.00
Total Funding Available: $2,725,000.00
Less Prior Expenditures: ($223,882.00)
Total Funding Remaining: $ 2,501,118.00
Sealed bids were received for the construction of this project on July 29, 2002.
Considering the low bidder's construction costs in the amount of $3,570,360.55, the
following represents the budget necessary to construct the improvements:
064
TAPWDEPT\C0UNCIL\2002\020806i RDA.Wpd
Construction: $3,570,361 .00
Insp/Test/Survey (7.75% of Const.): $276,703.00
Administration (remaining balance): $116,400.00
Professional (remaining balance): $451000.00
Contingency: $400,846.00
Total: $4,409,310.00
As illustrated, the project budget is ($1,908,192.00) short of the estimated costs
associated with these improvements.
To make up this shortfall, staff are proposing to advance up to $1,908,192.00 of RDA
Project Area 1 funding to the Park and Recreation Developer Impact Fee fund.
Attached for your consideration is Resolution 2002-_, A Resolution of the City
Redevelopment Agency of the City of La Quinta Establishing a Loan form the City of La
Quinta to the La Quinta Redevelopment Agency, Entering into a Financing Agreement,
and Making Certain Findings Pursuant to Health and Safety Code Section 33445(a).
The proposed resolution provides for the following:
1 . Approves a Promissory Note with no specified repayment date and an interest rate
of 10%, between the City and the Redevelopment Agency, in an amount not to exceed
$1,100,000.00;
2. Authorizes the execution of a Financing Agreement, between the City and the
Redevelopment Agency, loaning $1,100,000.00 from the RDA Project Area No. 2
Capital Improvement Project (CIP) fund to the Park and Recreation Developer Impact Fee
fund;
3. Authorizes the execution of a Financing Agreement, between the City and the
Redevelopment Agency, loaning $1,908,192.00 from the RDA Project Area No. 1 CIP
fund to the Park and Recreation Developer Impact Fee fund; and
4. Makes certain findings pursuant to Health and Safety Code Section 33445(a).
■ A ' i 1L ' •
This project is partially funded with State grant funds and must be bid utilizing prevailing
wage requirements. Therefore, there are no charter city implications. 0 6 j
0'r 2
TAPWDEPT\COUNCIL\2002\020806i RDA.Wpd
The proposed La Quinta Community Park will be located on approximately 18 acres at
the northeast corner of Westward Ho Drive and Adams Street. The Community Park
will consist of various sized lighted soccer fields, two lighted baseball fields, a
concession stand, restrooms, tot lot, lighted basketball court, picnic areas with
barbeques and shade structures.
On June 18, 2002, the City Council approved the plans, specifications, and engineer's
estimate (PS&E) and authorized staff to advertise for bid the La Quinta Community Park,
Project No. 2000-1 1 .
On July 29, 2002, sealed bids were received for the construction of this project. The
following table illustrates the results of the bids received.
Engineer's Est.
$3,364,403.05
James E. Simon
$3,570,360.55
Metro Builders
$3,673,298.90
The James E. Simon Construction Co. presented the lowest responsive bid in the
amount of $3,570,360.55.
Assuming City Council approval of the financing mechanisms necessary to fund the
construction of the La Quinta Community Park, the following represents how the project
is expected to proceed:
Approval to Award Construction
Construction Period
Accept Improvements
August 6, 2002
August 2002 - February 2003
March 2003
The alternatives available to the Redevelopment Agency Board include:
1. Adopt a Resolution of the La Quinta Redevelopment Agency establishing a loan
from the City of La Quinta to the La Quinta Redevelopment Agency, entering into
a Financing Agreement, and making certain findings pursuant to Health and
Safety Code Section 33445(a); or,
2. Do not adopt a Resolution of the La Quinta Redevelopment Agency establishing
a loan from the City of La Quinta to the La Quinta Redevelopment Agency,
entering into a Financing Agreement, and making certain findings pursuant to �� t)
Health and Safety Code Section 33445(a); or, 003
T:\PWDEPT\C0UNCIL\2002\020806i RDA.Wpd
3. Provide staff with alternative direction.
Respectfully submitted,
Ti othy R. Joi)assck P.E.
Public Works Director/City Engineer
Approved for submission by:
Thomas P. Genovese, Executive Director
4; 7
T:\PWDEPT\COUNCIL\2002\020806i RDA.wpd
004
RESOLUTION NO. 2002-
A RESOLUTION OF THE LA QUINTA REDEVELOPMENT
AGENCY OF THE CITY OF LA QUINTA ACCEPTING A
LOAN FROM THE CITY OF LA QUINTA TO THE LA QUINTA
REDEVELOPMENT AGENCY, ENTERING INTO A
FINANCING AGREEMENT, AND MAKING CERTAIN
FINDINGS PURSUANT TO HEALTH AND SAFETY CODE
SECTION 33445(a)
WHEREAS, the activities of the La Quinta Redevelopment Agency (the
"Agency") - Project Area No. 1 and 2 cause improvements to be done that are
beneficial to both the City of La Quinta (the "City") and the Agency; and
WHEREAS, current Agency - Project Area No. 2 revenues are of a limited nature,
although additional future revenues would be forthcoming as development continues;
and
WHEREAS, the City desires that the Agency - Project Area No. 1 and 2
continues with such mutually beneficial improvements and particularly with the La
Quinta Community Park (the "Project"); and
WHEREAS, the City has authority to provide a loan to the Agency as an
investment under Government Code Section 53601 (d) and the City's Investment
Policy; and
WHEREAS, the City Council on June 18, 2002, approved proceeding with the
improvements to the La Quinta Community Park, all of which are publically owned
improvements; and
WHEREAS, the La Quinta Community Park is located within the La Quinta
Redevelopment Agency's Project Area 2, and will enhance the public's use of Project
Area No. 1 and 2; and
WHEREAS, it would be in the best interest of the public for the La Quinta
Community Park to be installed at this point in time; and
WHEREAS, there is inadequate funding available from the Park and Recreation
Developer Impact Fund to proceed with Campus Improvements at this point in time;
and
NOW, THEREFORE, BE IT RESOLVED by the La Quinta Redevelopment Agency
of the City of La Quinta, California as follows:
668
005
Section 1: That portion of the Project to be funded with Agency funds is of
benefit to the Project Area No. 1 and 2 and no other reasonable means of financing
such improvements are available to the community.
Section 2: The attached Promissory Note with no specified repayment date
and an interest rate of 10%, between the City and the Agency be approved in an
amount not to exceed $1,100,000.
Section 3: The Agency therefore consents to the La Quinta Redevelopment
Agency Project Area No. 1 funding of the costs of the La Quinta Community Park, and
authorizes the execution of the Financing Agreement in an amount up to $1, 908,192.
Section 4: The Agency therefore consents to the La Quinta Redevelopment
Agency Project Area No. 2 funding of the costs of the La Quinta Community Park, and
authorizes the execution of the Financing Agreement in an amount up to $1,100,000.
Section 5: Pursuant to Health and Safety Code Section 33445(a), the Agency
Board Members find:
(a) That the La Quinta Community Park will be of benefit to the
Agency's Project Area No. 1 and No. 2 and to the neighborhood in which the
improvements will be located.
(b) That no other reasonable means of financing the La Quinta Park
Improvements are available to the community at this time, the City's Park and
Recreation Developer Impact Fee fund currently does not have sufficient funds to pay
for the construction, and will not accumulate sufficient funds for that purpose within
the near future.
(c) That the payment of funds for the improvement of the La
Quinta Community Park will assist in the elimination of one or more blighting
conditions inside the project area and is consistent with the implementation plan
adopted pursuant to Section 33490.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the La Quinta
Redevelopment Agency, held on this 6th day of August 2002, by the following vote,
to wit:
AYES:
NOES:
ABSENT:
C rj
ABSTAIN:
JOHN J. PENA, MAYOR
City of La Quinta, California
ATTEST:
JUNE S. GREEK, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
M. KATHERINE JENSON, City Attorney
City of La Quinta, California
ro�o
007
La Quinta Redevelopment Agency
Project Area No. 2
PROMISSORY NOTE
La Quinta, California
August 6, 2002
FOR VALUE RECEIVED, the undersigned promises to pay to the order of the City of La
Quinta, a municipal corporation, in lawful money of the United States of America, the principal sum of
one million one hundred thousand dollars ($1,100,000) together with interest per annum on the principal
balance from time to time outstanding after the date hereof until paid in full.
Maturity. The principal amount of this Promissory Note, together with any accrued but
unpaid interest, shall be due and payable on no specific date.
Interest. Interest on the unpaid principal balance hereof from time to time outstanding
shall accrue at the rate of 10% per annum, commencing on the date hereof.
3. Prepayment. The undersigned, at its option, shall have the right to prepay this
Promissory Note, in whole or in part, at any time and from time to time, without penalty,
provided that such optional prepayment shall be credited first to accrued interest, if any,
and then to unpaid principal.
4. Miscellaneous.
4.1 The undersigned hereby waives presentment, protest, notice of protest, notice of
dishonor and notice of nonpayment of this Promissory Note.
4.2 The undersigned promised to pay costs of collection, including attorney's fees,
whether or not suit is filed under any instrument or obligations evidence by this Promissory Note, upon
the occurrence of a default hereunder.
4.3 The undersigned promises to perform and comply with each of the obligations of
any and all of the undersigned set forth in every instrument evidencing this Promissory Note.
4.4 This Promissory Note shall be governed by and construed according to the laws of
the State of California.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly
executed this Promissory Note effective as of the day and year first written above.
REDEVELOPMENT AGENCY OF THE CITY OF LA QUINTA,
a public body, corporate and politic of the State of California
By: Terry Henderson
Its: Chairperson
}7.1_
008
FINANCING AGREEMENT
THIS FINANCING AGREEMENT ("Agreement") is made and entered into this
day of , 2002, by and between the LA QUINTA REDEVELOPMENT AGENCY, a
public body corporate and politic ("Agency"), and the CITY OF LA QUINTA, a charter city and
municipal corporation ("City").
RECITALS
WHEREAS, Agency is a public body, corporate and politic, organized under the
California Community Redevelopment Law (Health & Safety Code § 33000 et seq.); and
WHEREAS, City is a municipal corporation and a charter city of the State of California
organized and existing under the Constitution of the State of California; and
WHEREAS, Agency, pursuant to Health and Safety Code Section 33445, is authorized to
provide funding, including in the form of loan financing, for the development of publicly owned
improvements; and
WHEREAS, City and Agency mutually desire to enter into this Agreement to set forth
their respective obligations with respect to a public improvement financing loan by the Agency
to the City's Park & Recreation Developer Impact Fee fund ("P&R DIF Fund") in the amount up
to One Million Nine Hundred Eight Thousand One Hundred Ninety Two Dollars ($1,908,192) to
be used by the City to meet the cost of developing the publicly owned improvements to the La
Quinta Community Park set forth in Exhibit "A" attached hereto and incorporated herein; and
WHEREAS, without the loan set forth herein such publicly owned improvements to the
La Quinta Community Park would not be developed for many years until such time as sufficient
P&R DIF fees were collected; and
WHEREAS, it is anticipated that the loan financing set forth herein shall be repaid by
City from the future collection of P&R DIF fees as new private development occurs in the
community; and
WHEREAS, no portion of the loan funds are to used for any purpose not permitted by
Health and Safety Code Section 33445 as such code section exists on the date of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter
contained, Agency and City agree as follows:
Section 1. Agency Loan-, Interest• Use of Loan Principal.
Agency hereby loans to City the principal amount of One Million Nine Hundred Eight
Thousand One Hundred Ninety Two Dollars ($1,908,192) ("Loan Principal") from currently
available tax increment funds for Redevelopment Project Area No. I Interest shall accrue on the
119/015610-0048
303499.01 a07/29/02
009
outstanding Loan Principal at the earning rate of the City's Investment Pool funds, and shall be
adjusted quarterly. The Loan Principal shall be used for the publicly owned improvements set
forth in Exhibit "A" hereto and incorporated herein. No portion of the Loan Principal shall be
used for any purpose not permitted by Health and Safety Code Section 33445 as it exists on the
date of this Agreement.
Section 2. Repayment.
The Loan Principal and the accrued interest shall be repaid by City in annual installments
from available monies paid into the P&R DIF Fund. The first annual installment shall be for the
period from the date of this Agreement to June 30, 2003, and shall be paid to Agency not later
than July 31, 2003. The amount of the annual installment shall be identified in the annual
adoption of the budget or through a subsequent appropriation of the City Council of the City.
Subsequent annual installments shall cover succeeding fiscal year periods and shall be payable
by the July 31 s1 following the end of a fiscal year (i.e., second annual installment shall be for the
period July 1, 2003 through June 30, 2004, and shall be payable by July 31, 2004). City shall be
entitled to repay all or part of the Loan Principal at any time with no other charges, fees, or
penalties. All amounts due under this Agreement shall be payable at the offices of City.
Section 3.
Subordination.
The repayment of the Loan Principal by City shall be junior and subordinate to all City
obligations incurred prior to the date of this Agreement.
Section 4. Non -Recourse Obligation.
No officer, official, employee, agent, or representatives of City shall be liable for any
amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall
be personally enforced against any such officer, official, employee, agent, or representative.
Section 5. Entire Agreement; Amendments.
This Agreement shall constitute the entire agreement of the parties. This Agreement may
be amended or modified only by an agreement in writing signed by the parties.
[end — signature page follows]
119/015610-0048 �;
303499.01 a07/29/02 -2- l
()10
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their authorized representatives, as of the date first above written.
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY
IC
ATTEST:
June S. Greek, Secretary
APPROVED AS TO FORM:
Agency Counsel
Terry Henderson, Chairperson
"CITY"
CITY OF LA QUINTA
John J. Pena, Mayor
ATTEST:
June S. Greek, City Clerk
APPROVED AS TO FORM:
M. Katherine Jenson, City Attorney
119/015610-0048
303499.01 a07/29/02
0 4
EXHIBIT "A"
PUBLICLY OWNED IMPROVEMENTS IN LA QUINTA COMMUNITY PARK
[SEE LIST ON FOLLOWING PAGE]
119/015610-0048 1
303499.01 a07/29/02 1 "
, . 014
CITY OF LA QUINTA
La Quinta Community Park
Project Number 2000-11
PUBLICLY OWNED MPROVEMENTS
July 29, 2002
Item
Unit
Estimated
Quantity
1
Mobilization/Traffic Control
LS
1
2
PM-10 Plan and Implementation
LS
1
3
Water Well Cap
LS
1
4
Clear and Grub
LS
1
5
Cut and Fill
CY
24,400
6
Install 6" PVC Storm Drain
LF
30
7
Install 10" PVC Storm Drain
LF
58
8
Install 15" HDPE
LF
556
9
Install 18" RCP 2000D
LF
16
10
Concrete Catch Basin
EA
4
11
Construct Storm Drain Manhole
EA
1
12
Construct 12" sq. Spee-D-Drain
EA
2
13
Rolled Curb
LF
12
14
Curb at Play Area
LF
370
15
Concrete Paving within Park
SF
33,549
16
Colored Concrete @ Backstop
SF
9,700
17
Concrete Mow Strip
LF
913
18
Concrete Picnic Table Slab
EA
10
19
16" RIP Concrete Wall at Tree Wells
LF
396
20
Basketball Court
SF
6,500
21
Basketball Court Color Surfacing
SF
4,250
22
Concrete Slab at Group Picnic Shade Shelter
SF
1,963
23
Trash Enclosure
EA
1
6' Block Wall
LF
360
Ac Pavement
TONS
1,358
F25
A re ate Base
TONS
1,735
Concrete 6" Curb
LF
2,225
28
Concrete 6" Curb and Gutter
LF
1,326
29
Install Handicap Ramp
EA
3
30
Excavation
CY
600
31
Export Street Excavation to Park Site
CY
600
32
AC Pavement
TONS
370
33
Aggregate Base
TONS
473
34
Saw -cut and Remove Existing Pavement
SF
1,870
James E. Simon
Company
Estimated
Unit Cost
Extended
$
90,000.00
$
90,000.00
$ 220,000.00
$
220,000.00
$
13,635.00
$
13,635.00
$
19,000.00
$
19,000.00
$
3.10
$
75,640.00
$
48.00
$
1,440.00
$
36.00
$
2,088.00
$
35.00
$
19,460.00
$
120.00
$
1,920.00
$
3,050.00
$
12,200.00
$
3,400.00
$
3,400.00
$
450.00
$
900.00
$
35.00
$
420.00
$
31.00
$
11,470.00
$
2.45
$
82,195.05
$
3.70
$
35,890.00
$
10.00
$
9,130.00
$
1,250.00
$
12,500.00
$
46.50
$
18,414.00
$
2.50
$
16,250.00
$
1.25
$
5,312.50
$
6.75
$
13,250.25
$
7,000.00
$
7,000.00
$
93.00
$
33,480.00
$
59.00
$
80,122.00
$
27.25
$
47,278.75
$
17.75
$
39,493.75
$
19.00
$
25,194.00
$
730.00
$
2,190.00
$
14.00
$
8,400.00
$
7.00
$
4,200.00
$
59.00
$
21,830.00
$
46.00
$
21,758.00
$
2.00
$
3,740.00
013
CITY OF LA QUINTA
La Quinta Community Park
Project Number 2000-11
PUBLICLY OWNED MPROVEMENTS
July 29, 2002
Item
Unit
Estimated
Quantity
35
PCC Driveway Approach 8" Thick
SF
846
36
Construct "A-6" Curb and Gutter
LF
2,183
37
Construct 4" PCC Sidewalk
SF
10,990
38
PCC Access Ramp
SF
92
39
Variable Thickness AC Overlay
SF
3,505
40
Saw -cut and Remove V of AC
SF
1,505
41
6" PCC Cross Gutter
SF
586
42
Construct Local Depression
SF
76
43
Construct 18" RCP 12000D1
LF
8
44
Remove Interfacing Protion of Existing 24" RCP
LF
22
45
Construct Catch Basin Iw=7'1
EA
1
46
Adjust Existing Water Valves to Grade
EA
5
47
Construct 6" PCC Sidewalk
SF
590
48
Construct 4" Meandering Sidewalk
SF
1,882
49
Relocate Existing Sin
EA
5
50
Relocate Existing Mailbox
EA
1
51
Remove Existing Block Fence and Footings
LF
258
52
Replace Block Fence and Footings, in Kind
SF
1,172
53
Remove Existing Fence Pilasters
EA
8
54
Replace Pilasters in Kind
EA
8
55
Salvage Relocate Existing Ornamental Iron Fence
LF
66
56
Signingand Striping
LS
1
57
6' CLF
LF
220
58
8' CLIP with Concrete Mowstrip
LF
268
59
10' CLF with Concrete Mowstrip
LF
540
60
30' CLIP with Backstop
LF
110
61
20' CLF
LF
80
62
4' Wide CLF Gate
EA
8
James E. Simon
Company
Estimated
Unit Cost
Extended
$
3.25
$
2,749.50
$
13.00
$
28,379.00
$
2.45
$
26,925.50
$
6.00
$
552.00
$
2.50
$
8,762.50
$
3.25
$
4,891.25
$
8.00
$
4,688.00
$
8.00
$
608.00
$
120.00
$
960.00
$
64.00
$
1,408.00
$
7,200.00
$
7,200.00
$
725.00
$
3,625.00
$
4.75
$
2,802.50
$
2.45
$
4,610.90
$
200.00
$
1,000.00
$
300.00
$
300.00
$
20.00
$
5,160.00
$
90.00
$
105,480.00
$
100.00
$
800.00
$
500.00
$
4,000.00
$
17.00
$
1,122.00
$
25,725.00
$
25,725.00
$
30.00
$
6,600.00
$
46.00
$
12,328.00
$
42.00
$
22,680.00
$
435.00
$
47,850.00
$
200.00
$
16,000.00
$
1,100.00
$
8,800.00
07 7
014
CITY OF LA QUINTA
La Quinta Community Park
Project Number 2000-11
PUBLICLY OWNED MPROVEMENTS
July 29, 2002
Item
Unit
Estimated
Quantity
63
6' Tubular Steel Fence
LF
780
64
Aluminum Team Benches
EA
4
65
1 Bleachers 15 row with railing)
EA
4
66
IPlay Equipment
LS
1
67
Resilient Surfacing Wood Chips
SF
10,000
68
lPicnic Tables
EA
16
69
IDrinkingFountains
EA
4
70
Trash Receptacles
EA
10
71
Park Sin
EA
1
72
Bat Rack
EA
4
73
Basketball Backstop
PAIR
1
74
1BB0
EA
4
75
JHot Ash Container
EA
2
76
IPark Bench
EA
8
77
llnfield Mix
SF
17,500
78
Exercise Station Complete
LS
1
79
Bike Rack
EA
2
80
Tree Grate
EA
4
81
Play Area Access Ramp
LS
1
82
Not Used
83
Fabric Shade Structure with Footings and Reinforced Mesh
EA
5
84
Hexagon Group Picnic Shade Shelter and Footings and
Reinforced Mesh
EA
1
85
Underground Conduits and Pull Boxes
LS
1
86
Wires and Cables
LS
1
87
Switchboard and Panel Boards
LS
1
88
ITransformer
LS
1
89
Parking Area and Walkway Lights
LS
1
90
Ballfield Lights and Poles
LS
1
91
Instal 1 1/2 PVC Domestic Water Line
LF
165
92
1" PVC Domestic Waterline to Drinking Fountains
LF
1,365
93
Install 6" PVC Sewer
LF
505
94
Sewer Clean Out
EA
6
95
Public Offsite Sewer Improvements
LS
1
James E. Simon
Company
Estimated
Unit Cost
Extended
$
39.00
$
30,420.00
$
1,500.00
$
6,000.00
$
3,000.00
$
12,000.00
$ 104,000.00
$
104,000.00
$
2.60
$
26,000.00
$
1,100.00
$
17,600.00
$
600.00
$
2,400.00
$
775.00
$
7,750.00
$
13,000.00
$
13,000.00
$
500.00 1
$
2,000.00
$
4,300.00
$
4,300.00
$
300.00
$
1,200.00
$
575.00
$
1,150.00
$
1,000.00
$
8,000.00
$
0.80
$
14,000.00
$
2,600.00
$
2,600.00
$
350.00
$
700.00
$
825.00
$
3,300.00
$
2,600.00
$
2,600.00
$
9,100.00
$
45,500.00
$
25,200.00
$
25,200.00
$ 115,000.00
$
115,000.00
$
56,000.00
$
56,000.00
$
19,000.00
$
19,000.00
$
2,000.00
$
2,000.00
$
82,000.00
$
82,000.00
$ 550,000.00
$
550,000.00
$
3.00
$
495.00
$
3.00
$
4,095.00
$
20.00
$
10,100.00
$
575.00
$
3,450.00
$
34,300.00
$
34,300.00
015
CITY OF LA QUINTA
La Quinta Community Park
Project Number 2000-11
PUBLICLY OWNED MPROVEMENTS
July 29, 2002
Item
Unit
Estimated
Quantity
96
Coordination of Utilities Service Connections [Fees by City]
LS
1
97
Soil Pre eration
SF
536,730
98
Turf
SF
536,730
99
24" Box tree
EA
174
100
1 GAL Shrub
EA
2,722
101
5 GAL Shrub
EA
353
102
Decomposed Granite
SF
26,220
103
Irrigation System
LS
1
104
90 Day Maintenance
LS
I
Subtotal Base Bid Items:
Additive Alternate No. 1
crete Seat Wall at Future Fountain Area
James E. Simon Company
Estimated
Unit Cost
Extended
$
2,800.00
$ 2,800.00
$
0.09
$ 48,305.70
$
0.08
$ 42,938.40
$
325.00
$ 56,550.00
$
10.00
$ 27,220.00
$
22.00
$ 7,766.00
$
0.60
$ 15,732.00
$ 315,000.00
$ 315,000.00
$
7,000.00
$ 7,000.00
$ 3,044,680.55
LF 130 $ 86.00 $ 11,180.00
Subtotal Construction:
$ 3,055,860.55
Design:
200,000.00
Insp/Test/Su rvey:
155,000.00
City Admin:
125,000.00
Total Project Cost:
3,535,860.55
`7 9
016
FINANCING AGREEMENT
THIS FINANCING AGREEMENT ("Agreement") is made and entered into this
day of , 2002, by and between the LA QUINTA REDEVELOPMENT AGENCY, a
public body corporate and politic ("Agency"), and the CITY OF LA QUINTA, a charter city and
municipal corporation ("City").
RECITALS
WHEREAS, Agency is a public body, corporate and politic, organized under the
California Community Redevelopment Law (Health & Safety Code § 33000 et seq.); and
WHEREAS, City is a municipal corporation and a charter city of the State of California
organized and existing under the Constitution of the State of California; and
WHEREAS, Agency, pursuant to Health and Safety Code Section 33445, is authorized to
provide funding, including in the form of loan financing, for the development of publicly owned
improvements; and
WHEREAS, City and Agency mutually desire to enter into this Agreement to set forth
their respective obligations with respect to a public improvement financing loan by the Agency
to the City's Park & Recreation Developer Impact Fee fund ("P&R DIF Fund") in the amount up
to One Million One Hundred Thousand Dollars ($1,100,000) to be used by the City to meet the
cost of developing the publicly owned improvements to the La Quinta Community Park set forth
in Exhibit "A" attached hereto and incorporated herein; and
WHEREAS, without the loan set forth herein such publicly owned improvements to the
La Quinta Community Park would not be developed for many years until such time as sufficient
P&R DIF fees were collected; and
WHEREAS, it is anticipated that the loan financing set forth herein shall be repaid by
City from the future collection of P&R DIF fees as new private development occurs in the
community; and
WHEREAS, no portion of the loan funds are to used for any purpose not permitted by
Health and Safety Code Section 33445 as such code section exists on the date of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter
contained, Agency and City agree as follows:
Section 1. Agency Loan; Interest• Use of Loan Principal.
Agency hereby loans to City the principal amount of One Million One Hundred
Thousand Dollars ($1,100,000) ("Loan Principal") from currently available tax increment funds
Tor Redevelopment Project Area No. 2 Interest shall accrue on the outstanding Loan Principal at
119/015610-0048 c1 o
303499.01 a07/29/02
017
the earning rate of the City's Investment Pool funds, and shall be adjusted quarterly. The Loan
Principal shall be used for the publicly owned improvements set forth in Exhibit "A" hereto and
incorporated herein. No portion of the Loan Principal shall be used for any purpose not
permitted by Health and Safety Code Section 33445 as it exists on the date of this Agreement.
Section 2. Repayment.
The Loan Principal and the accrued interest shall be repaid by City in annual installments
from available monies paid into the P&R DIF Fund. The first annual installment shall be for the
period from the date of this Agreement to June 30, 2003, and shall be paid to Agency not later
than July 31, 2003. The amount of the annual installment shall be identified in the annual
adoption of the budget or through a subsequent appropriation of the City Council of the City.
Subsequent annual installments shall cover succeeding fiscal year periods and shall be payable
by the July 31 st following the end of a fiscal year (i.e., second annual installment shall be for the
period July 1, 2003 through June 30, 2004, and shall be payable by July 31, 2004). City shall be
entitled to repay all or part of the Loan Principal at any time with no other charges, fees, or
penalties. All amounts due under this Agreement shall be payable at the offices of City.
Section 3. Subordination.
The repayment of the Loan Principal by City shall be junior and subordinate to all City
obligations incurred prior to the date of this Agreement.
Section 4. Non -Recourse Obligation.
No officer, official, employee, agent, or representatives of City shall be liable for any
amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall
be personally enforced against any such officer, official, employee, agent, or representative.
Section 5. Entire Agreement-, Amendments.
This Agreement shall constitute the entire agreement of the parties. This Agreement may
be amended or modified only by an agreement in writing signed by the parties.
[end — signature page follows]
119/015610-0048 -2- ( 3 1
303499.01 a07/29/02
08
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their authorized representatives, as of the date first above written.
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY
Terry Henderson, Chairperson
ATTEST:
June S. Greek, Secretary
APPROVED AS TO FORM:
Agency Counsel
"CITY"
CITY OF LA QUINTA
John J. Pena, Mayor
ATTEST:
June S. Greek, City Clerk
APPROVED AS TO FORM:
M. Katherine Jenson, City Attorney
119/015610-0048 _3 _
303499.01a07/29/02
019
EXHIBIT "A"
PUBLICLY OWNED IMPROVEMENTS IN LA QUINTA COMMUNITY PARK
[SEE LIST ON FOLLOWING PAGE]
119/015610-0048 �
303499.01 a07/29/02 (
020
CITY OF LA QUINTA
La Quinta Community Park
Project Number 2000-11
PUBLICLY OWNED MPROVEMENTS
July 29, 2002
Item
Unit
Estimated
Quantity
1
Mobilization/Traffic Control
LS
1
2
PM-10 Plan and Implementation
LS
1
3
Water Well Cap
LS
I
4
Clear and Grub
LS
1
5
Cut and Fill
CY
24,400
6
Install 6" PVC Storm Drain
LF
30
7
Install 10" PVC Storm Drain
LF
58
8
linstall 15" HDPE
LF
556
9
lInstall 18" RCP [2000DI
LF
16
10
Concrete Catch Basin
EA
4
11
Construct Storm Drain Manhole
EA
1
12
Construct 12" sq. Spee-D-Drain
EA
2
13
1 Rolled Curb
LF
12
14
lCurb at Play Area
LF
370
15
Concrete Paving within Park
SF
33,549
16
Colored Concrete @ Backstop
SF
9,700
17
Concrete Mow Strip
LF
913
18
Concrete Picnic Table Slab
EA
10
19
16" RIP Concrete Wall at Tree Wells
LF
396
20
lBasketball Court
SF
6,500
21
Basketball Court Color Surfacing
SF
4,250
22
Concrete Slab at Group Picnic Shade Shelter
SF
1,963
23
Trash Enclosure
EA
1
24
6' Block Wall
LF
360
25
Ac Pavement
TONS
1,358
26
Aggregate Base
TONS
1,735
27
Concrete 6" Curb
LF
2,225
28
Concrete 6" Curb and Gutter
LF
1,326
29
Install Handicap Ramp
EA
3
30
Excavation
CY
600
31
Export Street Excavation to Park Site
CY
600
32
AC Pavement
TONS
370
33
Aggregate Base
TONS
473
34
Saw -cut and Remove Existing Pavement
SF
1,870
James E. Simon
Company
Estimated
Unit Cost
Extended
$
90,000.00
$
90,000.00
$ 220,000.00
$
220,000.00
$
13,635.00
$
13,635.00
$
19,000.00
$
19,000.00
$
3.10
$
75,640.00
$
48.00
$
1,440.00
$
36.00
$
2,088.00
$
35.00
$
19,460.00
$
120.00
$
1,920.00
$
3,050.00
$
12,200.00
$
3,400.00
$
3,400.00
$
450.00
$
900.00
$
35.00
$
420.00
$
31.00
$
11,470.00
$
2.45
$
82,195.05
$
3.70
$
35,890.00
$
10.00
$
9,130.00
$
1,250.00
$
12,500.00
$
46.50
$
18,414.00
$
2.50
$
16,250.00
$
1.25
$
5,312.50
$
6.75
$
13,250.25
$
7,000.00
$
7,000.00
$
93.00
$
33,480.00
$
59.00
$
80,122.00
$
27.25
$
47,278.75
$
17.75
$
39,493.75
$
19.00
$
25,194.00
$
730.00
$
2,190.00
$
14.00
$
8,400.00
$
7.00
$
4,200.00
$
59.00
$
21,830.00
$
46.00
$
21,758.00
$
2.00
$
3,740.00
84
041
CITY OF LA QUINTA
La Quinta Community Park
Project Number 2000-11
PUBLICLY OWNED MPROVEMENTS
July 29, 2002
Item
Unit
Estimated
Quantity
35
PCC Driveway Approach 8" Thick
SF
846
36
Construct "A-6" Curb and Gutter
LF
2,183
37
Construct 4" PCC Sidewalk
SF
10,990
38
PCC Access Ramp
SF
92
39
Variable Thickness AC Overlay
SF
3,505
40
Saw -cut and Remove 1' of AC
SF
1,505
41
6" PCC Cross Gutter
SF
586
42
Construct Local Depression
SF
76
43
Construct 18" RCP 12060DI
LF
8
44
Remove Interfacing Protion of Existing 24" RCP
LF
22
45
Construct Catch Basin [w=7'1
EA
1
46
Adjust Existing Water Valves to Grade
EA
5
47
Construct 6" PCC Sidewalk
SF
590
48
Construct 4" Meandering Sidewalk
SF
1,882
49
lRelocate Existing Sin
EA
5
50
Relocate Existing Mailbox
EA
1
51
Remove Existing Block Fence and Footings
LF
258
52
Replace Block Fence and Footings, in Kind
SF
1,172
53
Remove Existing Fence Pilasters
EA
8
54
Re lace Pilasters in Kind
EA
8
55
Salvage Relocate Existing Ornamental Iron Fence
LF
66
56
Signing and Striping
LS
1
57
6' CLF
LF
220
58
8' CLF with Concrete Mowstrip
LF
268
59
10' CLF with Concrete Mowstrip
LF
540
60
30' CLF with Backstop
LF
110
61
20' CLF
LF
80
62
4' Wide CLF Gate
EA
8
James E. Simon
Company
Estimated
Unit Cost
Extended
$
3.25
$
2,749.50
$
13.00
$
28,379.00
$
2.45
$
26,925.50
$
6.00
$
552.00
$
2.50
$
8,762.50
$
3.25
$
4,891.25
$
8.00
$
4,688.00
$
8.00
$
608.00
$
120.00
$
960.00
$
64.00
$
1,408.00
$
7,200.00
$
7,200.00
$
725.00
$
3,625.00
$
4.75
$
2,802.50
$
2.45
$
4,610.90
$
200.00
$
1,000.00
$
300.00
$
300.00
$
20.00
$
5,160.00
$
90.00
$
105,480.00
$
100.00
$
800.00
$
500.00
$
4,000.00.
$
17.00
$
1,122.00
$
25,725.00
$
25,725.00
$
30.00
$
6,600.00
$
46.00
$
12,328.00
$
42.00
$
22,680.00
$
435.00
$
47,850.00
$
200.00
$
16,000.00
$
1,100.00
1 $
8,800.00
0 .r
22 0
CITY OF LA QUINTA
La Quinta Community Park
Project Number 2000-11
PUBLICLY OWNED MPROVEMENTS
July 29, 2002
Item
Unit
Estimated
Quantity
63
6' Tubular Steel Fence
LF
780
64
Aluminum Team Benches
EA
4
65
Bleachers [5 row with railing]
EA
4
66
Play Equipment
LS
1
67
Resilient Surfacing Wood Chips
SF
10,000
68
Picnic Tables
EA
16
69
Drinking Fountains
EA
4
70
Trash Receptacles
EA
10
71
Park Sin
EA
1
72
Bat Rack
EA
4
73
Basketball Backstop
PAIR
1
74
BBQ
EA
4
75 lHot
Ash Container
EA
2
76 IPark
Bench
EA
8
77
Infield Mix
SF
17,500
78
Exercise Station Complete
LS
1
79
Bike Rack
EA
2
80
Tree Grate
EA
4
81
Play Area Access Ra;;p
LS
1
82
Not Used
83
Fabric Shade Structure with Footings and Reinforced Mesh
EA
5
84
Hexagon Group Picnic Shade Shelter and Footings and
Reinforced Mesh
EA
1
85
Underground Conduits and Pull Boxes
LS
1
86
Wires and Cables
LS
1
87
Switchboard and Panel Boards
LS
1
88
Transformer
LS
1
89
Parking Area and Walkway Lights
LS
1
90
Ballfield Lights and Poles
LS
1
91
Instal 1 1/2 PVC Domestic Water Line
LF
165
92
1" PVC Domestic Waterline to Drinking Fountains
LF
1,365
93
Install 6" PVC Sewer
LF
505
94Se
wer Clean Out
EA
6
95
Public Offsite Sewer Improvements
LS
1
James E. Simon
Company
Estimated
Unit Cost
Extended
$
39.00
$
30,420.00
$
1,500.00
$
6,000.00
$
3,000.00
$
12,000.00
$ 104,000.00
$
104,000.00
$
2.60
$
26,000.00
$
1,100.00
$
17,600.00
$
600.00
$
2,400.00
$
775.00
$
7,750.00
$
13,000.00
$
13,000.00
$
500.00
$
2,000.00
$
4,300.00
$
4,300.00
$
300.00
$
1,200.00
$
575.00
$
1,150.00
$
1,000.00
$
8,000.00
$
0.80
$
14,000.00
$
2,600.00
$
2,600.00
$
350.00
$
700.00
$
825.00
$
3,300.00
$
2,600.00
$
2,600.00
$
9,100.00
$
45,500.00
$
25,200.00
$
25,200.00
$ 115,000.00
$
115,000.00
$
56,000.00
$
56,000.00
$
19,000.00
$
19,000.00
$
2,000.00
$
2,000.00
$
82,000.00
$
82,000.00
$ 550,000.00
$
550,000.00
$
3.00
$
495.00
$
3.00
$
4,095.00
$
20.00
$
10,100.00
$
575.00
$
3,450.00
$
34,300.00
$
34,300.00
()23
CITY OF LA QUINTA
La Quinta Community Park
Project Number 2000-11
PUBLICLY OWNED MPROVEMENTS
July 29, 2002
Item
Unit
Estimated
Quantity
96
Coordination of Utilities Service Connections ]Fees by City]
LS
1
97
Soil Pre eration
SF
536,730
98
ITurf
SF
536,730
99
24" Box tree
EA
174
100
1 GAL Shrub
EA
2,722
101
5 GAL Shrub
EA
353
102
Decomposed Granite
SF
26,220
103
Irri ation System
LS
1
104
90 Day Maintenance
LS
1
Subtotal Base Bid Items:
Additive Alternate No. 1
1
Concrete Seat Wall at Future Fountain Area
James E. Simon Company
Estimated
Unit Cost
Extended
$
2,800.00
$
2,800.00
$
0.09
$
48,305.70
$
0.08
$
42,938.40
$
325.00
$
56,550.00
$
10.00
$
27,220.00
$
22.00
$
7,766.00
$
0.60
$
15,732.00
$ 315,000.00
$
315,000.00
$
7,000.00
$
7,000.00
$
3,044,680.55
LIT 130 I $ 86.00 $ 11,180.00
Subtotal Construction:
$ 3,055,860.55
Design:
200,000.00
I n s p/Test/S u ry ey :
155,000.00
City Admin:
125,000.0A
Total Project Cost:
3,535,860.55
02
T4'yl 4 4Qur«rw
COUNCIL/RDA MEETING DATE: August 6, 2002
ITEM TITLE•
Approval to Award a Contract to Construct the
La Quinta Community Park, Project No. 2000-1 1
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
This staff report has been addressed on the City Council Agenda. Therefore, no
action is required by the Redevelopment Agency.
Respectfully submitted,
4imothy Jo sson, P.E.
Public Works Director/City Engineer
Approved for submission by:
Thomas P. Genovese, Executive Director
(� 088
T-i1T44Q"
COUNCIL/RDA MEETING DATE:
ITEM TITLE:
AGENDA CATEGORY:
BUSINESS SESSION: L
August 6, 2002 CONSENT CALENDAR:
Consideration of a Request for Proposals (RFP) for
Land Use Planning Services for the Ranch Property
RECOMMENDATION:
STUDY SESSION:
PUBLIC HEARING:
Authorize the distribution of an RFP for a land use planning consultant to prepare a
master plan and development program and appoint a Consultant Selection
Committee.
FISCAL IMPLICATIONS:
None for this action. The FY 2002-03
project entitled Municipal Golf Course
contractual services related to planning,
services.
BACKGROUND AND OVERVIEW:
Capital Improvement Program includes a
— Phase I, including $2.5 million for
engineering and property management
On July 2, 2002, the Agency Board initiated a master planning process in order to
define the development program for The Ranch. The Agency purchased this
property in order to generate economic development opportunities and more
specifically assist in realizing the following goals set forth in the City's Economic
Development Plan:
• Enhancing General Fund Revenue by attracting retail/hospitality uses;
• Increasing recreation opportunities by purchasing properties for golf and
other recreation uses; and
• Preserving natural resources that make La Quinta a unique place.
By initiating a comprehensive planning process, the Agency will insure that the
Ranch will be developed in a manner that best achieves the aforementioned goals.
Staff has prepared the attached RFP for Agency Board review and consideration
(Attachment 1). The RFP solicits proposals from qualified firms with expertise in
designing and developing desert resort and golf communities, and village centers.
A specific listing of firms that staff will solicit proposals from is included as
Attachment 2. In addition to outlining the desired experience and master plan
requirements, the RFP also details submittal requirements and the selection
schedule. The RFP establishes the following schedule for proposal submittal and
review:
Issue Request For Proposals
Pre -Proposal Meeting
Proposal due
Oral Interviews
Recommendation to the Agency
Start Project
August 9, 2002
August 20, 2002
September 13, 2002
Week of September 23, 2002
October 15, 2002
October 21, 2002
The selection process follows the procedures outlined for "major projects," being
projects defined as having a value of more than $25,000. The procedures
encompass establishing a selection committee, reviewing the proposals, negotiating
a contract, and final contract approval by the Agency.
Staff proposes that the Selection Committee be comprised of the following
members:
• Tom Genovese, Executive Director
• Mark Weiss, Assistant Executive Director
• Jerry Herman, Community Development Director
• Frank Spevacek, Agency Consultant
The Agency Board may appoint one or two members to participate in, or observe
the selection process.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Redevelopment Agency Board include:
1. Authorize the distribution of an RFP for a land use planning consultant to
prepare a master plan and development program and appoint a Consultant
Selection Committee; or
2. Do not authorize the distribution of an RFP for a land use planning consultant to
prepare a master plan and development program and appoint a Consultant
Selection Committee; or
G 1") 0
002
\\CLQADMFS 1\DPOWELL\Economic Dev\Golf Property\Land Use RFP staff report.doc
3. Provide staff with alternative direction.
Respectfully submitted,
Mark Weiss
Assistant Executive Director
Appro ed for submissi by:
Thomas P. Genovese, Executive Director
Attachment: 1 . Request for Proposals
2. List of Prospective Planning Consultants
G 91.
003
\\CLQADMFSI\DPOWELL\Economic Dev\Golf Property\Land Use RFP staff report.doc
ATTACHMENT 1
La Quinta Redevelopment
Agency
Resort &Public Golf Course
Request For Proposal
r19
005
Request For Proposal
The City of La Quinta Redevelopment Agency requests proposals from
qualified firms to prepare a desert resort master land use plan and
development program for one of the Coachella Valley's premier golf and
resort locations. The Agency recently purchased 525 acres of desert property
that was once the Ahmanson family's ranch. Known as The Ranch, the Agency
desires to develop resort, golf, passive recreation and commercial uses that
embrace the adjoining Coral Reef Mountains and incorporate some of the
Ahmanson ranch structures. In order to identify the optimum development
program, a planning process that generates a master land use plan is
required.
The selected consultant team must have intimate knowledge of designing and
developing desert resort and golf communities and village centers. The
Agency is seeking specialists who are experienced with creating special places
that combine hotel, condo hotel, golf, passive recreation and commercial uses.
Part of the development will include a village or town center that facilitates the
interface of the community with the resort and golf uses. Our goal is to
establish a destination that caters to the needs of both world travelers and La
Quinta residents.
Specific expertise the Agency is seeking includes:
-: Experience with designing and developing desert golf resort
communities
Experience with place making, developing villages or village centers
Experience with conducting community interface and presentation
processes
Experience with translating the operational needs of hotel, golf,
clubhouse, restaurant, conference center, and retail uses into a
workable land use plan
Experience with configuring buildings, public spaces and recreation
areas to accommodate the desert environment
Experience with integrating buildings with indigenous landscaping such
that the buildings and development are an extension and outgrowth of
the surrounding landscape.
�)91
006
Desired Services
Tasks the Agency anticipates the consultant team will perform shall include:
Project management and schedule maintenance
Preparing at least three (3) preliminary conceptual design plans
Preparing a menu of improvements needed to develop each plan,
including potential costs
Designing and facilitating a process wherein the public would review,
comment and have meaningful input on the development program
Preparing a final master land use plan and development program that:
identifies site locations for the desired uses
presents a site circulation plan and entry points
details required utility and other infrastructure systems
outlines architectural elements and the landscape materials palate
Coordinating with City departments and outside agencies, as required
Preparing CEQA documentation, if necessary
The Agency understands that one firm may not have all of the required
disciplines and various sub -consultants may be required. However, the Agency
intends to award a contract to one firm who would retain and manage any
required sub -consultants. The selected firm must designate a single Project
Manager who has the experience on similar master planning engagements.
This individual will become the day-to-day liaison with the Agency's project
manager.
007
Ranch Vision
The Ranch's canvas spans 525 acres to the base of the Coral Reef Mountains
in the City of La Quinta. The Agency desires to develop premiere hospitality
and golf venues that become must see destinations in the Coachella Valley.
The final development should be crafted as if it had evolved over time by
melding the rich hues of the desert and strong architectural elements inspired
by the site with rusticated materials. Site topography and view planes should
be used to their fullest potential to reinforce an organic village concept.
As part of the acquisition process the Agency processed a mitigated negative
declaration that evaluated the environmental impacts associated with the
following uses: one 250-room hotel with a 10,000 square foot conference
center; 300 condo hotel or fractional units with up to 500 keys; two 18-hole
public golf courses with a driving range and a 25,000 square foot clubhouse;
one 9-hole short game public golf course; and 25,000 square feet of ancillary
tourist commercial uses. Additional uses that were part of the environmental
review entailed passive park space, trails, and view corridors. The Coachella
Valley branch of the All American Canal traverses the property, offering the
potential for water features that contrast with the desert environment. The
Ranch is adjacent to the exclusive private golf communities of PGA West, the
Country Club of the Desert, the Tradition and the Citrus. As such, the site's
perimeters must be improved to reflect the quality of these adjoining
communities while preserving views to the Coral Reef Mountains. The
mountains are potential habitat for the peninsular bighorn sheep; care must
be taken to buffer the mountain areas from impacts generated by adjoining
development.
The Ranch, due to its premiere location and site characteristics, warrants the
attention of exceptional planning, architectural and engineering expertise to
ensure development in a manner befitting the site, the City's economic
development objectives and needs, and the City's character. The challenge
lies in creating a development plan and program that ensures enactment of
the community vision and captures the history and values of the City of La
Quinta.
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146
Ranch History
The Ranch property was acquired by the La Quinta Redevelopment Agency in
June 2002. Prior planning activities include Specific Plan No. 85-006, which
was adopted in March 1985 and subsequently amended in 1998. As part of
this Specific Plan and its subsequent amendments, a variety of site surveys,
topographic maps, boundary surveys, shade and shadow studies, and
geotechnical and biological assessments have been prepared. Both hard
copies and computer files will be made available to the selected consultant
team.
098
Oil
Application Procedure
Pre -Proposal Conference
A pre -proposal conference will be scheduled for Tuesday, August 20, 2002, at
10:00 a.m., at La Quinta City Hall in the Session Room, 78-495 Calle Tampico,
La Quinta, California.
Proposal Packages and Submittal Deadline
Proposal packages (Work Proposals and Cost Proposals) are to be submitted in
separate envelopes, clearly marked with the consultant's name, address and
phone number. Work proposals are to be submitted in the envelope marked
"Work Proposal" and cost proposals are to be submitted in the envelope
marked "Cost Proposals". Only one proposal per consultant will be
considered.
Work proposal packages are to be received by 5:00 p.m., Friday,
September13, 2002. Proposal packages are to be delivered to:
Mark Weiss, Assistant Executive Director
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
The final master plan, development program and site plans will be provided on
CD disks in Microsoft Word format, AutoCAD 14 format as well as on "D" size
Mylar and 11" x 17" format. Project scheduling will be provided in Microsoft
Projects 4.0 for Windows 2000.
Contact Person
All questions regarding The Ranch, the master planning process, and this
Request for Proposals should be directed to Mark Weiss via phone at
760.777.7100 or via email at mweiss@la-quinta.org.
U99
012
Proposal Format
Consultants are encouraged to keep their proposals brief and relevant to the
specific work required. Proposals shall include a minimum of the following
items:
1. Work Proposal (Envelope 1) - Submit six (6) copies limited to a maximum
of 20 pages.
A. Cover Letter
i. The name, address and phone number of the consultant's
contact person for the remainder of the selection process.
ii. Any qualifying statements or comments regarding the
consultant's proposal, relevant to the information provided
in the RFP or the proposed contract.
Ili. Identification of sub consultants and responsibilities.
B. Statement of Qualifications
i. A listing of proposed project personnel, including personal
experiences and resumes for prime and sub consultants.
ii. Consultant's and sub consultant experience with similar
work, including names and current phone numbers of
references for listed projects.
C. Project Understanding and Approach
i. A description of the project team's understanding of the
project, and how the Consultant's firm will approach
project development.
D. Scope of Work Program
I . A description of the tasks, sub tasks, and specific
deliverables that will be provided.
E. Schedule Requirements
i. The anticipated date for a Notice to Proceed is October
21, 2002.
ii. The Agency envisions a 6 month process to prepare, review
and final the master plan and development program.
I ai
013
2. Cost Proposal (Envelope 2)
A. The consultant is to submit a detailed cost proposal for all
services and materials including the firm's direct and indirect rate
(with overhead) and percent of profit anticipated in completing
the project as outlined in the RFP. Man hours and extended
billing rates per classification of personnel will be indicated for
each task and/or sub task defined therein. The consultant shall
determine a not -to -exceed allowance for reimbursables included
within the cost proposal.
014
10.4
Selection Process
Work programs will be reviewed by a Consultant Selection Committee. The
Committee will rank the consultants for contract negotiations based upon the
materials submitted in the Work Proposal. The Committee may choose to
interview two or more closely rated firms, but may not expect or schedule time
for elaborate presentations by those consultants. Only after the ranking
process is complete, will the cost proposal from the "top ranked" firm be
opened.
The Agency will open contract negotiations with the top -ranked firm. The
successful consultant will be expected to enter into the attached Professional
Services Agreement.
The tentative schedule is as follows:
Issue Request for Proposals
Pre -proposal meeting
Proposal due
Oral interviews
Recommendation to the Agency
Start Project
August 9, 2002
August 20, 2002
September 13, 2002
Week of September 23, 2002
October 15, 2002
October 21, 2002
1012
015
I CO
ATTACHMENT 2
The Ranch
7
Prospective Planning Consultants
Forma Design, Inc.
8.
David Evans and Associates, Inc.
17500 Red Hill Avenue
23382 Mill Creek Drive
Suite 100
Suite 225
Irvine, CA 92614
Laguna Hills, CA 92653-1684
949-660-1900
949-588-5050
949-660-9140 (fax)
949-588-5058 (fax)
www.fortnacompanies.com
www.deainc.com
LD King
9.
The Lightfoot Planning Group
2151 Convention Center Way
702 Civic Center Drive
Ontario, CA 91764-4464
Oceanside, CA 92054
909-937-0200
760-722-1924
909-937-0202(fax)
www.ldking.net
10.
EDAW, Inc.
753 Davis Street
Mainiero, Smith & Associates
San Francisco, CA 94111
777 East Tahquitz Canyon Way
415-433-1484
Suite 301
415-788-4875 (fax)
Palm Springs, CA 92262-6784
www.edaw.com
760-320-9811
760-323-7893 (fax)
11.
Forrest Haag
www.mainierosmith.com
Forrest K. Haag, ASLA, Inc.
1254 N. Coast Highway
RBF Consulting
Laguna Beach, CA 92651
74-410 Highway 111
949-376-9066
Palm Desert, CA 92260
949-376-9067 (fax)
760-346-7481
FKH cr forrestkhaagasla.com
www.rb£com
12.
David W. Pfaff
Project Design Consultants
Golf Course Architect
701 B Street, Suite 800
3850 Rio Road, No. 87
San Diego, CA 92101
Carmel, CA 93923
619-235-6471
408-624-1070
619-234-0349 (fax)
www_projectdesign.com
13.
Chuck Shepardson
HSA Design Group, Inc.
RNM Architects — Planners
42-575 Melanie Place, Ste. S
4611 Teller Avenue
Palm Desert, CA 92211
Newport Beach, CA 92660
760-341-1515
949-752-1800
760-773-9315 (fax)
949-833-9603 (fax)
www.hsadesigngroup.com
www.rnmdesi ng corn
14.
GMA International
Sasaki Associates, Inc.
Carol Ackerman
900 North Point Street
2700 Newport Blvd. Suite 190
Suite B300
Newport Beach, CA 92663
San Francisco, CA 94109
949-675-9559
415-776-7272
949-675-9552 (fax)
415-202-8970 (fax)
carola ,GMAintl.net
www.sasaki.com
www.GMAintl.net
OlF
The Ranch
Prospective Planning Consultants
15. Terra Nova Planning & Research, 21.
Lowe Enterprises
Inc
11777 San Vicente Blvd.
400 S. Farrell, Suite B-205
Suite 900
Palm Springs, CA 92262
Los Angeles, CA 90049
760-320-9040
310-820-6661
310-207-1132 (fax)
16. Joe Porter
www.loweenterprises.com
Design Workshop, Inc.
120 East Main Street 22.
Tom Collopy
Aspen, CO 81611
Intrawest Golf
970-925-8354
14646 N. Kierland Blvd.
970-920-1387 (fax)
Suite 210
www.designworkshop.com
Scottsdale, AZ 85254-2764
480-874-2200
or
480-874-2610(fax)
www. intrawe stgolf. com
Greg Ochis
www.intrawest.com
1390 Lawrence St., Suite 200
Denver, CO 80204 23.
OB Sports
303-623-5186
C. A. Roberts, III
303-623-2260 (fax)
7025 E. Greenway Parkway
www.designworkshop.com
Suite 220
Scottsdale, AZ 85254
17. B3 Architects
480-948-1300
2020 Alameda Padre Serra
480-948-0990 (fax)
Suite 133
www.obsports.com
Santa Barbara, California 93103
805-966-1547
805-966-1549 (fax)
www.b3architects.com
18. Downing Thorpe James
1881 Ninth Street, Suite 103
Boulder, Colorado 80302
303-443-7533
www.dtjboulder.com
19. Richard Hughes
57138 Medinah
La Quinta, CA 92253
20. Craig Bryant
John Shaw
Winchester Development Co.
41-865 Boardwalk, Ste. 101
Palm Desert, CA 92211
760-340-3575
760-346-9368 (fax)
www.winchesterdevelopment.com
M7
TW�t 4 4 Q"
COUNCIL/RDA MEETING DATE: August 6, 2002
ITEM TITLE:
Consideration of Option Agreement with
Wal-Mart for Possible Purchase of Property
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION: 4AL
CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
Authorize the Executive Director to enter into an Option Agreement with Wal-Mart
for possible future purchase of real property at 78-950 Highway 1 1 1, commencing
twelve (12) months after issuance of a Certificate of Occupancy to Wal-Mart for
The Centre at La Quinta site.
FISCAL IMPLICATIONS:
The proposed Option Agreement grants the City's Redevelopment Agency the
option to purchase the existing Wal-Mart site for $6 million, if specified conditions
relating to the sale and intended reuse of the building are not met 12 months after
Wal-Mart is granted a Certificate of Occupancy at a new location within The Centre
at La Quinta. There is no cost to obtain the option. The expenditures would be
incurred only if the Agency elected to exercise the option in the future.
BACKGROUND AND OVERVIEW:
The City Council adopted conditions of approval on The Centre at La Quinta project
requiring that Wal-Mart and the City enter into an agreement ensuring reuse of the
existing Wal-Mart site upon Wal-Mart's relocation to The Centre site. This was
done in an attempt to ensure that the One Eleven Center remained a viable
shopping center with strong anchor tenants so that the area would not become
blighted. Specifically, the condition stated as follows:
In order to ensure the full reoccupation of the existing Wal-Mart
building by one or more commercial retail users within a reasonable
time period (not to exceed 24 months) following any relocation of
Wal-Mart from the existing building and into Retail B Building, the
following additional condition is imposed upon the Project. Within 90
days of approval of this Project, and prior to issuance of a building
10 ri
permit for Retail B Building, the City and Wal-Mart shall execute either
(i) an option agreement satisfactory to the City which provides the
City the option of purchasing the approximately 13 acre Wal-Mart
property in the City of La Quinta, both the existing Wal-Mart building
and all surrounding parking lot areas owned by Wal-Mart (the "Existing
Building"), or (ii) at the City's option, shall execute other agreements
satisfactory to the City that ensure that the Existing Building will be
fully reoccupied by one or more commercial retail users within a
reasonable time period, as defined above.
Agency staff has negotiated an Option Agreement (Attachment 1) which staff
believes meets the intent and requirements of the above -quoted condition. The
deal points of the proposed Option Agreement are as follows:
• Option cost: zero
• Purchase price if option exercised: $ 6 million
• Option period: Commencing 12 months after a Certificate of Occupancy
is obtained by Wal-Mart at its new facility if Wal-Mart has not already
sold the property to another commercial retail user, and running for a
period of 4 months
• If the property has been sold prior to that date, the Agency's rights
terminate
• If Wal-Mart is in escrow but has not yet closed by the 12th month, the
Agency's option rights are deferred to the termination of the escrow, or
to the 24th month after the Certificate of Occupancy is obtained; if the
escrow closes, the Agency's rights would be terminated
• Allows the Agency to undertake due diligence activities in the future,
and contains certain representations and warranties
FINDINGS AND ALTERNATIVES:
The alternatives available to the Redevelopment Agency Board include:
1. Authorize the Executive Director to enter into an Option Agreement with Wal-
Mart for the possible future purchase of real property located at 78-950
Highway 1 1 1, commencing twelve (12) months after issuance of a Certificate
of Occupancy to Wal-Mart for The Centre at La Quinta, pursuant to the terms
set forth in Attachment 1; or
2. Authorize the Executive Director to enter into an Option Agreement with Wal-
Mart for the possible future purchase of real property located at 78-950
Highway 1 1 1 upon some other terms; or
I ()
;I,, 0 G
3. Do not authorize the Executive Director to enter into an Option Agreement with
Wal-Mart; or
4. Provide staff with alternative direction.
Respectfully submitted,
Mark Weiss, Assistant Executive Director
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachments: 1. Option Agreement
11) (9
003
ATTACHMENT 1
OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") is entered into to be effective as of the
day of August, 2002 ("Grant Date"), by and between WAL-MART STORES, INC., a
Delaware corporation ("Wal-Mart"), and the LA QUINTA REDEVELOPMENT AGENCY, a
public body and corporate politic ("Agency").
RECITALS
A. Wal-Mart is the owner of certain real property located in the City of La
Quinta ("City"), County of Riverside, State of California, as more particularly described on
Exhibit "A", attached hereto and incorporated herein by reference (the "Property").
B. Wal-Mart currently owns and operates a retail business commonly known
as "Wal-Mart" on the Property (the "Existing Wal-Mart Operation").
C. Wal-Mart plans to relocate the Existing Wal-Mart Operation to another
property located in the vicinity of the Wal-Mart Property (the "New Wal-Mart Project") and the
City has approved the New Wal-Mart Project subject to certain conditions of approval.
D. In order to ensure that for purposes of compliance with the California
Environmental Quality Act, the Property and the surrounding shopping center would not be left
in a blighted condition, the City imposed, and Wal-Mart agreed to, Condition No. 86(B) of
Resolution 2001-41, which states, in relevant part:
"In order to ensure the full reoccupation of the existing Walmart building by one
or more commercial retail users within a reasonable time period (not to exceed 24
months) following any relocation of Walmart from the existing building and into
Retail B Building, the following additional condition is imposed upon the Project.
Within 90 days of approval of this Project, and prior to issuance of a building
permit for Retail B Building, the City and Walmart shall execute either (i) an
option agreement satisfactory to the City which provides the City the option of
purchasing the approximately 13 acre Walmart property in the City of La Quinta,
both the existing Walmart building and all surrounding parking lot areas owned
by Walmart (the "Existing Building"), or (ii) at the City's option, shall execute
other agreements satisfactory to the City that ensure that the Existing Building
will be fully reoccupied by one or more commercial retail users within a
reasonable time period, as defined above."
E. Accordingly, pursuant to Condition 86(B) of Resolution 2002-41, Wal-
Mart desires to grant to the Agency and the Agency desires to obtain from Wal-Mart an option to
purchase the Property in accordance with the terms and provisions more particularly set forth
herein.
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AGREEMENT
Based upon the foregoing Recitals, which are incorporated herein by this reference, and
for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Wal-Mart and Agency agree as follows:
1. OPTION TO ACQUIRE.
1.1 Grant of Option. Wal-Mart hereby grants to Agency an option to acquire the
Property ("Option"), upon all of the terms, covenants, and conditions contained in this
Agreement and the form Agreement for Conveyance of Property and Joint Escrow Instructions
(the "Purchase Agreement") attached hereto as Exhibit `B". This Option shall commence on the
date that City issues the certificate of occupancy for the New Wal-Mart Project (the
"Commencement Date") and shall end at 5:00 p.m. on the date that is sixteen (16) months
thereafter (the "Expiration Date"), unless the Expiration Date is extended pursuant to Section
1.4(a).
1.2 Consideration for Option. Wal-Mart's granting of the Option to Agency shall be
in consideration of City's approval of the New Wal-Mart Project and the issuance of the related
permits and approvals. Agency shall not be required to pay any option fee.
1.3 Exercise of Option. Subject to Section 1.4, the Option shall become exercisable
by Agency only when all three of the following conditions have been met (together, the
"Exercise Conditions"):
(a) The Exercise Period (as hereinafter defined) has commenced and has not
expired. For purposes of this Section 1.3(a), the "Exercise Period" shall commence on the date
twelve (12) months after the Commencement Date and shall end on the Expiration Date; and
(b) Upon the commencement of the Exercise Period, the Property is not fully
reoccupied by one or more commercial retail users conducting commercial retail business; and
(c) The Agreement has not been terminated pursuant to Section 1.4(a) below.
If and when the foregoing conditions have been satisfied, Agency may exercise
the Option, by delivering to Wal-Mart, no sooner than twelve (12) months after the
Commencement Date, but not later than 5:00 p.m. on the Expiration Date, three (3) duplicate
originals of the Purchase Agreement, each executed and initialed where appropriate by Agency.
Wal-Mart shall thereupon immediately execute the Purchase Agreement and deliver, within ten
(10) business days after receipt thereof, one (1) executed original to the Escrow Holder named
therein, return one (1) executed original to Agency, and retain one (1) executed original for Wal-
Mart's records.
1.4 Termination.
(a) Automatic Termination; Extension of Exercise Period. Agency
acknowledges that Wal-Mart is, and has been, actively marketing the Property for sale,
and that nothing contained in this Agreement shall be construed to prevent Wal-Mart
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from entering into an agreement with a third party who is bona fide purchaser for value (a
"Bona Fide Purchaser") for the sale and purchase of the Property which provides for such
Bona Fide Purchaser to purchase the Property for retail commercial use (an "Alternative
Agreement"). As used herein, the term Bona Fide Purchaser shall not include any entity
that is owned or controlled by or affiliated with Seller (collectively, a "Seller Affiliate").
If, any time before commencement of the Exercise Period, a "closing" (as more
particularly described below) occurs pursuant to an Alternative Agreement, then the
Agency's rights under this Agreement shall automatically terminate. If, as of the
commencement of the Exercise Period, Wal-Mart has entered into an Alternative
Agreement, but the closing pursuant to such Alternative Agreement has not occurred,
then the commencement of the Exercise Period shall be deferred until the earlier of. (1)
twenty-four (24) months after the Commencement Date; or (2) the date upon which the
Alternative Agreement is terminated without closing. In the event that the
commencement of the Exercise Period is deferred pursuant to this Section 1.4(a), the
Expiration Date shall be extended for the same period. As used in this section, the term
"closing" under an Alternative Agreement shall mean that fee title to the Property has
been transferred from Wal-Mart to a Bona Fide Purchaser.
(b) Expiration. If Agency does not exercise the Option to acquire the
Property in the manner set forth in Section 1.3 of this Agreement prior to the Expiration
Date, as may be extended pursuant to Section 1.4(a) above, then the Option shall
automatically terminate and all rights of Agency in and to the Property under this
Agreement shall then and there cease.
1.5 Memorandum of Option Agreement-, Quitclaim. Within ten (10) business days
following the mutual execution of this Agreement, (1) Wal-Mart and Agency shall enter into
and cause to be recorded against the Property a Memorandum of Option Agreement in the form
attached hereto as Exhibit "C" (the "Memorandum"), and (2) Agency shall execute,
acknowledge and deliver to a mutually agreeable escrow company ("Escrow Company"), a
Quitclaim Deed in the form attached hereto as Exhibit "D" (the "Quitclaim Deed"). The Escrow
Company is hereby authorized to record the quitclaim (a) if Agency does not exercise the Option
during the Exercise Period, or (b) if the Agreement is automatically terminated pursuant to
Section 1.4(a) and, upon the occurrence of either (a) or (b), Agency shall also provide such other
document(s) as may be required by a reputable title company to remove the Memorandum from
Wal-Mart's title to the Property. The Agency further agrees that the Quitclaim Deed may also be
recorded simultaneously with the closing of an Alternative Agreement by Escrow Company
upon Wal-Mart's request, without further approval by Agency. If escrow under an Alternative
Agreement is being handled by an escrow holder other than Escrow Company, Escrow Company
is directed to transmit the Quitclaim Deed to such other escrow holder for recording, upon ten
(10) days notice by Wal-Mart that escrow under an Alternative Agreement is closing. Agency
will promptly consider any other requests by Wal-Mart to allow the recordation of the Quitclaim
Deed prior to the date authorized for recordation herein, and shall exercise its reasonable
judgment in determining whether to grant or deny such requests.
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2. INSPECTIONS AND REVIEW.
2.1 Delivery of Due Diligence Items by Wal-Mart. Within ten (10) days of Agency's
written request therefor which request shall not be made until after the Commencement Date,
Wal-Mart shall deliver or cause to be delivered to Agency, at Wal-Mart's sole cost and expense,
complete copies of all of the following documents and materials, to the extent that such
documents and materials are in Wal-Mart's or Wal-Mart's agent's possession or control
(hereinafter collectively referred to as the "Due Diligence Items"):
(a) All soils, geotechnical, drainage, sewer and water, toxic waste,
engineering, traffic, environmental and other reports and studies concerning the physical
condition of the Property, and/or improvements that were constructed thereon and are
currently located thereon;
(b) Any subdivision maps, boundary surveys, topographic surveys, aerial
photos, ALTA Surveys or other plans or maps identifying the boundary or topography of
the Property or portions thereof,
(c) Disclosure of any legal matters affecting the physical condition of the
Property (excluding matters related to third party personal injury claims that do not
currently affect the Property), and copies of notices of violations received from any
governmental agency or quasi -governmental agency concerning the physical condition of
the Property;
(d) A copy of real property tax and assessment bills for the Property for the
current and prior two (2) fiscal years; and
(e) Any plans and specifications relating to the building located on the
Property.
Notwithstanding the foregoing, or any provision to the contrary set forth herein,
Wal-Mart shall not be obligated to deliver to Agency any of the foregoing documents or
materials to the extent that such documents or materials constitute financial feasibility analyses,
business plans, and similar financial data and information concerning Wal-Mart's internal
business affairs, which data and information is proprietary in nature. In the event that this
Agreement or the Purchase Agreement is terminated for any reason, Agency shall return to Wal-
Mart all of the original Due Diligence Items that Agency has received from Wal-Mart. Agency
acknowledges and agrees that all of the Due Diligence Items that are delivered to Agency
hereunder are being delivered by Wal-Mart to assist Agency in conducting its own investigations
of the Property and, except to the extent of the specific representation and warranty set forth in
Section 4.1 below, Wal-Mart does not make any warranty whatsoever as to the contents or
completeness of any of the Due Diligence Items.
2.2 Investigation of Property. Agency shall have the right to examine, inspect, and
conduct a due diligence investigation of the Property and of all matters which Agency, in its sole
and absolute discretion, may deem relevant to Agency's acquisition of the Property, commencing
on the Commencement Date and continuing until the Expiration Date (the "Due Diligence
Period"); provided, however, that Agency shall have no right to conduct any invasive testing o
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the Property without first obtaining Wal-Mart's prior written approval, which approval may be
subject to certain conditions imposed by Wal-Mart, but such approval shall not be unreasonably
withheld and such condition(s) may not be unreasonably imposed. All expenses of the Agency's
entry onto and activities on the Property shall be paid by the Agency. During the Due Diligence
Period, Agency may make such independent investigations as Agency deems necessary or
appropriate to determine the condition of the Property. Agency shall keep the Property free and
clear of any mechanics' liens or materialmen's liens related to Agency's examination and
investigation and Agency shall protect, defend, indemnify and hold Wal-Mart harmless from and
against any and all losses, costs, expenses, (including reasonable attorneys' fees and court costs),
claims, damages, liens and stop notices whatsoever and shall repair any and all damages to any
portion of the Property arising out of or related (directly or indirectly) to Agency's conducting
such examinations, and inspections of the Property. Agency's indemnification hereunder shall
survive the termination of this Agreement.
2.3 Preliminary Title Report. Within thirty (30) days of Agency's written request
therefor which request shall not be made until after the Commencement Date, Wal-Mart shall
order, on Agency's behalf, a preliminary title report or title commitment for an ALTA extended
coverage policy of title insurance issued by First American Title Insurance Company (the "Title
Company"), describing the state of title of the Property, together with copies of all exceptions
specified therein and with all easements plotted (the "Preliminary Title Report"). Agency shall
notify Wal-Mart in writing ("Agency's Title Objection Notice") of any objections Agency may
have to title exceptions contained in the Preliminary Title Report at least sixty (60) days prior to
the expiration of the Due Diligence Period. Upon receipt of Agency's Title Objection Notice,
Wal-Mart shall have a period of thirty (30) days after receipt of Agency's Title Objection Notice
in which to deliver written notice to Agency ("Wal-Mart's Title Notice") of Wal-Mart's election,
in its sole and absolute discretion, to either (i) agree to remove the objectionable items prior to
the Close of Escrow, or (ii) decline to remove any such title exceptions; provided, however, that
Wal-Mart shall be required to remove all monetary liens and financing encumbrances created or
assumed by Wal-Mart. Wal-Mart's failure to make an election shall be deemed Wal-Mart's
election under subsection (ii), to decline to remove any such title exceptions disapproved in
Agency's Title Objection Notice. If Wal-Mart notifies Agency of its election not to remove such
objectionable items or Wal-Mart is deemed to have elected not to remove any such objectionable
items, Agency shall have the right, by written notice delivered to Wal-Mart within ten (10)
business days after such election or deemed election by Wal-Mart, to agree to accept the
Property subject to the objectionable items, in which event Agency shall take title at the Close of
Escrow subject to such objectionable items. In the event that Agency fails to elect to accept such
objectionable matters within such ten (10) business day period, Agency shall be deemed to have
elected not to accept such objectionable matters, in which event this Agreement shall
automatically terminate and neither party shall have any further rights or obligations hereunder,
except as otherwise provided herein. Upon the issuance of any amendment or supplement to the
Preliminary Title Report which adds additional exceptions (including, but not limited to, adding
additional exceptions for matters shown on the Survey [as hereinafter defined]), the foregoing
right of review and approval shall also apply to said amendment or supplement (provided that the
period for Agency to review such amendment or supplement shall be the later of the expiration
of the Due Diligence Period or ten (10) business days from receipt of the amendment or
supplement) and Escrow shall be deemed extended by the amount of time necessary to allow
such review and approval in the time and manner set forth above; provided, however, that in no
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event shall the Close of Escrow be extended as a result of such delay for more than thirty (30)
days.
2.4 Survey. Agency may obtain a survey of the Property prepared by a land surveyor
duly licensed by the State of California and in compliance with ALTA/ACSM standards
("Survey") or an update to an existing Survey prepared for or on behalf of Wal-Mart, in a form
acceptable to the Title Company for the deletion of the standard survey exception in the Title
Policy relating to boundaries, without the addition of further exceptions unless the same are
acceptable to Agency in its sole and absolute discretion. Agency shall have until the end of the
Due Diligence Period to examine the Survey. At least sixty (60) days prior to the expiration of
the Due Diligence Period, Agency shall notify Wal-Mart in writing of any objections Agency has
to the Survey ("Agency's Survey Objection Notice"). Upon receipt of Agency's Survey
Objection Notice, Wal-Mart shall have a period of thirty (30) days after receipt of Agency's
Survey Objection Notice in which to deliver written notice to Agency ("Wal-Mart's Survey
Notice") of Wal-Mart's election, in its sole and absolute discretion, to either (1) agree to remove
the objectionable items prior to the Close of Escrow or (2) decline to remove such items.
Wal-Mart's failure to provide Wal-Mart's Survey Notice shall be deemed Wal-Mart's election
under (2), to decline to remove such items disapproved in Agency's Survey Objection Notice. If
Wal-Mart notifies Agency of its intention to not remove the objectionable items, or Wal-Mart is
deemed not to have elected not to cure such disapproved survey objections, Agency shall have
the right, by written notice delivered to Wal-Mart within ten (10) business days after Agency's
receipt of Wal-Mart's Survey Notice, to agree to accept the Property subject to the objectionable
items, in which event Agency shall accept the Property on the Close of Escrow subject to such
objectionable items. Prior to the Closing, the Survey shall be recertified to Agency and Title
Company. In the event Agency fails to accept such objectionable matters within such ten (10)
business day period, Agency shall be deemed to have elected not to have elected to accept such
disapproved matters, in which event this Agreement shall automatically terminate, and neither
party shall any further obligations hereunder, except as otherwise provided herein.
2.5 Conveyance of Title. In the event that Agency exercises the Option, upon the
Close of Escrow (as defined in the Purchase Agreement), Wal-Mart shall deliver to Escrow
Holder a Grant Deed ("Grant Deed") in the form attached as Attachment No. 2 to the Purchase
Agreement, which Grant Deed shall convey all of Wal-Mart's interest in fee title to the Property
to Agency, subject to the Permitted Exceptions (as hereinafter defined). Escrow Holder shall be
instructed to record such Grant Deed in the Official Records of Riverside County, California, on
the Closing Date when Escrow Holder holds the instruments and funds accruing to Agency and
Wal-Mart as set forth herein and can obtain for Agency an ALTA owner's extended coverage
policy of title insurance (the "Title Policy") issued by the Title Company with liability in an
amount equal to the Purchase Price, together with such endorsements to the policy as may be
reasonably requested by Agency, showing the Real Property vested in Agency (or Agency's
assignee or nominee) free and clear of all tenancies, options, rights of first refusal or other
purchase rights, and subject only to the following (collectively, the "Permitted Exceptions"):
(a) If applicable, a lien to secure payment of taxes, not delinquent;
(b) Title exceptions approved by Buyer pursuant to Sections 2.3 and 2.4
above; and
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1O
(c) Title exceptions, if any, resulting from documents being recorded or
delivered through Escrow.
Except for endorsements Wal-Mart agrees to obtain pursuant to Section 2.3, Wal-Mart
shall have no obligation to secure any endorsements to the Title Policy, and in the event the Title
Company will not issue any requested title endorsements, Wal-Mart shall not be in default
hereunder.
3. CONDUCT OF WAL-MART.
During the Option Period and, in the event Agency exercises the Option, continuing
through the Close of Escrow, Wal-Mart shall comply with the following:
(a) Wal-Mart shall comply with the terms and provisions of Condition No.
86(A) of Resolution 2001-41; and
(b) Wal-Mart shall not intentionally commit waste of the Property and shall
not excavate, or otherwise materially alter the Property, except for testing that may be
permitted under this Agreement or any Alternative Agreement.
4. REPRESENTATIONS AND WARRANTIES.
4.1 Wal-Mart's Representations and Warranties. Wal-Mart hereby makes the
following representations and warranties to Agency, each of which (i) is material and relied upon
by Agency in making its determination to enter into this Agreement, and (ii) shall be deemed
made as of the Grant Date hereof and, reaffirmed as of the date that Agency exercises the Option
and, except to the extent Wal-Mart provides Agency with written qualifications, at the Close of
Escrow:
(a) Wal-Mart has full right, power, and authority to enter into this Agreement
and perform Wal-Mart's obligations hereunder. This Agreement and all other documents
delivered by Wal-Mart to Agency now or at the Close of Escrow, have been or will be
duly executed and delivered by Wal-Mart and are legal, valid, and binding obligations of
Wal-Mart, enforceable against Wal-Mart in accordance with their respective terms, and
do not violate any provisions of any material agreement to which Wal-Mart is a party;
(b) To Wal-Mart's actual knowledge, there are no pending or threatened,
actions, suits, writs, injunctions, decrees, condemnation or legal proceedings or
governmental investigations against or affecting the Property or relating to the ownership,
maintenance, use or operation of the Property;
(c) To Wal-Mart's actual knowledge, there is no violation of any laws,
ordinances, rules, regulations or requirements of any governmental agency, body or
subdivision (excluding the City and Agency) affecting or relating to the Property;
(d) To Wal-Mart's actual knowledge, during Wal-Mart's ownership of the
Property, the Property has not been used for the purposes of manufacturing, releasing,
transporting or dumping Hazardous Materials or Substances, no Hazardous Materials or
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Oil
Substances have been identified or released on or about the Property (except in such
quantity and in such manner as are usual and customary in the construction, development,
maintenance, operation, and occupation of commercial real estate projects in Riverside
County, California) and no underground storage tanks, pipelines, clarifiers or wells or
other structures have been or are located on the Property. The term "Hazardous Materials
or Substances" shall mean (1) hazardous wastes, hazardous materials, hazardous
substances, hazardous constituents, toxic substances or related materials, whether solids,
liquids or gases, including, but not limited to, substances deemed as "hazardous wastes,"
"hazardous materials," "hazardous substances," "toxic substances," "pollutants,"
"contaminants," "radioactive materials," or other similar designations in, or otherwise
subject to regulation under, the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.C. § 9601 gt seq.; the Toxic
Substance Control Act ("TSCA"), 15 U.S.C. § 2601 et seq.; the Hazardous Materials
Transportation Act, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act
("RCRA"), 42 U.S.C. § 9601, et seq.; the Clean Water Act ("CWA"), 33 U.S.C. § 1251
et se .; the Safe Drinking Water Act, 42 U.S.C. § 300 et seq.; the Clean Air Act
("CAA"), 42 U.S.C. 7401 et seq.; the Hazardous Waste Control Law, California Health
and Safety Code § 25025 et seq., the Carpenter -Presley -Tanner Hazardous Substance
Account Act, California Health and Safety Code, Division 20, Chapter 6.8, the
Hazardous Materials Release Response Plans and Inventory Act, California Health and
Safety Code, Division 20, Chapter 6.95, The Underground Storage of Hazardous
Substances Act, California Health and Safety Code, Division 20, Chapter 6.7, the Porter -
Cologne Act, California Water Code § 13050 et seq. and in any permits, licenses,
approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines
promulgated pursuant to the preceding laws or other similar federal, state or local laws,
regulations, rules or ordinances now or hereafter in effect relating to environmental
matters (collectively the "Environmental Laws"); and (2) any other substances,
constituents or wastes subject to any applicable federal, state or local law, regulation,
ordinance or common law doctrine, including any Environmental Law, now or hereafter
in effect, including, but not limited to, (A) petroleum, (B) refined petroleum products, (C)
waste oil, (D) waste aviation or motor vehicle fuel, (E) asbestos, (F) lead in water, paint
or elsewhere, (G) radon, (H) polychlorinated biphenyls (PCB's) and (I) urea
formaldehyde;
(e) Wal-Mart is a duly organized, validly existing corporation formed under
the laws of the State of Delaware. Wal-Mart is qualified to do business in the State of
California and has the full right, power and authority to enter into and carry out the
transactions contemplated by this Agreement. The entering into of this Agreement and
the carrying out of the transactions contemplated hereby does not and will not constitute a
default (or an event which, with the giving of notice or the passage of time, would
constitute a default) under any material agreement to which Wal-Mart is a party;
4.2 Delivery of Materials. To Wal-Mart's actual knowledge, Wal-Mart does not have
any Due Diligence Items in its possession except to the extent that such items have been or will
be delivered by Wal-Mart to Agency pursuant to Section 2.1 above. To Wal-Mart's actual
knowledge, no Due Diligence Items have been intentionally removed from Wal-Mart's files in
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contemplation of this transaction that are materially pertinent to the physical condition of the
Property.
4.3 By Agency. Agency hereby makes the following representations and warranties
to Wal-Mart, each of which (i) is material and relied upon by Agency in making its
determination to enter into this Agreement, and (ii) shall be deemed made as of the Grant Date
hereof and, reaffirmed as of the date that Agency exercises the Option and, except to the extent
Agency provides Wal-Mart with written qualifications, at the Close of Escrow:
(a) Agency is a duly organized, validly existing municipal corporation.
Agency has the full right, power and authority to enter into and carry out the transactions
contemplated by this Agreement. The entering into of this Agreement and the carrying
out of the transactions contemplated hereby does not and will not constitute a default (or
an event which, with the giving of notice or the passage of time, would constitute a
default) under any material agreement to which Agency is a party;
(b) This Agreement and all other documents delivered by Agency to Wal-
Mart now or at the Close of Escrow, have been or will be duly executed and delivered by
Agency and are legal, valid, and binding obligations of Agency, enforceable against
Agency in accordance with their respective terms, and do not violate any provisions of
any material agreement to which Agency is a party; and
(c) Agency has or, by the Close of Escrow shall have, inspected and
conducted tests, inspections, investigations and studies of the Property, and Agency is
familiar with the general condition of the Property. It is expressly understood and agreed
that if the option is exercised, Agency is buying the Property "as is" and "where is" as of
the Close of Escrow, and with all faults and defects, latent or otherwise, and that, except
for the representations contained herein, Wal-Mart is making no representations or
warranties, either express or implied, by operation of law or otherwise, with respect to the
qualify, physical conditions or value of the Property, the Property's habitability,
suitability, merchantability, or fitness for a particular purpose, the presence or absence of
conditions on the Property that could give rise to a claim for personal injury, property or
natural resource damages; the presence of hazardous or toxic substances, materials or
wastes, substances, contaminants, or pollutants on, under or about the Property; or the
income or expenses from or of the Property. Agency understands and acknowledges that
the Property may be subject to earthquake, fire, floods, erosion, highwater table,
dangerous underground soil conditions, unavailability or shortages of water and other
utilities and similar occurrences that may alters its condition or affect its suitability for
use. Wal-Mart shall have no liability with respect to any such occurrences. This Section
shall survive the Close of Escrow or earlier termination of this Agreement.
4.4 Change in Circumstances. If Wal-Mart or Agency becomes aware of any act or
circumstance which would change or render materially incorrect, in whole or in part, any
representation or warranty made hereunder, whether as of the date given or any time thereafter
through the Close of Escrow, Wal-Mart or Agency, as applicable, will give prompt written notice
of such changed fact or circumstance to the other party, and provided that such representation or
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warranty was not materially untrue or incorrect when made, such party shall not be in default
hereunder.
4.5 Survival of Representations and Warranties. Subject to Section 4.4, all
representations and warranties contained in this Section 4 shall be true and correct on the date
hereof, and except as qualified by the party making the representation, on the date Agency
exercises the Option, and the Close of Escrow. The representations and warranties contained in
this Section 4 shall survive the execution and delivery of this Agreement, the Purchase
Agreement, and the Close of Escrow for a period of one (1) year.
4.6 Brokerage Commissions. Each party represents and warrants to the other that no
third party is entitled to a broker's commission and/or finder's fee with respect to any portion of
the transaction contemplated by this Agreement. Each party agrees to indemnify and hold the
other harmless from and against all liabilities, costs, damages and expenses, including, without
limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon
agreements by it, if any, to pay a broker's commission and/or finder's fee.
4.7 Meaning of Actual Knowledge. Reference to the "actual knowledge" or words to
that effect in connection with a representation or warranty herein of. (a) Wal-Mart shall mean
the current actual knowledge of Dave Simmons, without any duty of investigation, and Wal-Mart
hereby represents and warrants to Agency that the foregoing named employee is the person in
Wal-Mart's employ who is primarily responsible for the subject matter of such representations or
warranties, and (b) Agency shall mean Mark Weiss, without any duty of investigation, and
Agency hereby represents and warrants to Wal-Mart that Mark Weiss is the person in Agency's
employ who is primarily responsible for the subject matter of such representations and
warranties.
5. MISCELLANEOUS.
5.1 Confidentiality. Agency may be supplied with or may obtain certain data and
information regarding the Property in connection with Agency's investigation of the Property
("Information"). Agency covenants and agrees to keep such Information in strict confidence,
and not to disclose such Information to any person, other than a Permitted Person (as hereinafter
defined). For purposes of this Agreement, the term "Permitted Person" shall mean: (i) Agency,
and (ii) Agency's consultants retained to review and analyze the Information, provided such
consultants are informed of this confidentiality provision and instructed not to disclose the
Information to any person except Agency. Notwithstanding the foregoing, or any provision to
the contrary set forth herein, Wal-Mart hereby acknowledges and agrees that, Agency is subject
to, among others, the California Public Records Act (California Government Code Section 6250
et seq.) (the "Public Records Act") and, in order to facilitate Agency's compliance with this
Section 5.1, to the extent that Wal-Mart contemplates that any Information is confidential, Wal-
Mart shall clearly mark the confidential document(s) with a "confidential" mark. All
Information, whether marked confidential or not, may also be disclosed as required by applicable
law, including, without limitation, the Public Records Act, or as is reasonably necessary in the
event of litigation between Agency and Wal-Mart.
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5.2 Notices. All notices required to be delivered under this Agreement to the other
party must be in writing and shall be: (i) personally delivered, (ii) sent by overnight courier, or
(iii) sent certified mail, return receipt requested. Notices shall be deemed delivered effective
upon receipt or rejection only. Notices shall be addressed to the respective parties as set forth
below or to such other address and to such other persons as the parties may hereafter designate
by written notice to the other parties hereto:
To Agency: La Quinta Redevelopment Agency
78-495 Calle Tampico
P.O. Box 1504
La Quinta, California 92253
Attn: Mr. Mark Weiss
Telephone: (760) 777-7031
Facsimile: (760) 777-7101
Copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
Attn: M. Katherine Jenson, Esq.
Telephone: (714) 641-3000
Telecopier: (714) 546-9035
To Wal-Mart: Wal-Mart Stores, Inc.
Sam M. Walton Development Complex
2001 S.E. 10t" Street
Bentonville, Arkansas 72716-0550
Attn:
Telephone:
Telecopier:
Copy to: Gresham, Savage, Nolan & Tilden, LLP
600 North Arrowhead Avenue, Suite 300
San Bernardino, California 92401-1148
Attn:
Telephone: (909) 884-2171
Telecopier: (909) 888-2120
5.3 Eminent Domain. Nothing in this Agreement or in the Purchase Agreement shall
be construed as limiting the eminent domain powers of the City or the Agency.
5.4 Time of the Essence. Time is of the essence with respect to each of the terms,
covenants, and conditions of this Agreement.
5.5 Binding on Heirs. This Agreement shall be binding upon the parties hereto and
their respective heirs, representatives, transferees, successors, and assigns.
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015
5.6 Entire Agreement Waivers, and Amendments. This Agreement incorporates all
of the terms and conditions mentioned herein, or incidental hereto, and supersedes all
negotiations and previous oral agreements between the parties with respect to all or part of the
subject matter hereof. All waivers of the provisions of this Agreement must be in writing and
signed by the appropriate authorities of the party to be charged. Any amendment or modification
to this Agreement must be in writing and executed by Wal-Mart and Agency. In the event this
Agreement is assigned by Agency, any amendment or modification to this Agreement must be
signed by both Agency and the assignee in order to be valid.
5.7 Interpretation; Governing Law. This Agreement shall be construed according to
its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in
accordance with the internal laws of the State of California, without regard to principles of
conflicts of law.
5.8 Severability. If any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless
continue in full force without being impaired or invalidated in any way.
5.9 Default; Remedies. If any party hereto fails to timely perform any term or
provision of this Agreement which it is obligated to perform, such party shall be in default of this
Agreement; provided, however, the party shall not be deemed to be in default if (i) such party
cures, corrects, or remedies such default within ten (10) days after receipt of written notice from
the other party specifying such failure, or (ii) for such defaults that cannot reasonably be cured,
corrected, or remedied within ten (10) days, if such party commences to cure, correct, or remedy
such failure within ten (10) days after receipt of written notice specifying such failure and
thereafter diligently prosecutes such cure, correction, or remedy to completion. If a default of
Wal-Mart is not timely cured, corrected, or remedied, Agency's remedy for an uncured default
by Wal-Mart or its successors (except for indemnity obligations by Wal-Mart), if applicable,
notwithstanding anything to the contrary contained in this Agreement, or any other agreement to
the contrary, shall be limited to equitable remedies subject to, and to the extent permitted by,
California law. If a default of Agency or Agency's successors or assigns, if applicable, is not
timely cured, corrected, or remedied, Wal-Mart's remedy for an uncured default by Agency and
its successors (except for indemnity obligations by Agency), if applicable, notwithstanding
anything in this Agreement, or any other agreement to the contrary, shall be limited to equitable
remedies subject to, and to the extent permitted by, California law. Except for the parties'
indemnity obligations pursuant to this Agreement, in no event shall either party be entitled to
recover damages (whether monetary, consequential, economic, or otherwise) from the other or
its successors.
5.10 Execution in Counterpart. This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties are not signatories to the original or the same counterpart.
5.11 Assigrunent. During the pendency of the Escrow contemplated hereunder,
Agency may freely assign its rights under this Agreement, provided that, notwithstanding any
such assignment, Agency shall remain liable for any indemnification provisions set forth herein.
615/015610-0062 L
301961.14 PM02
5.12 Exhibits. Exhibits "A", `B", "C", and "D" attached to this Agreement are
incorporated herein by this reference and made a part hereof. Said Exhibits are identified as
follows:
"A" - LEGAL DESCRIPTION OF PROPERTY
"B" - AGREEMENT FOR CONVEYANCE OF PROPERTY AND JOINT
ESCROW INSTRUCTIONS
"C" - MEMORANDUM OF OPTION AGREEMENT
"D" - QUITCLAIM DEED
IN WITNESS WHEREOF, Wal-Mart and Agency have entered into this Agreement as of
the date first set forth above.
ATTEST:
June S. Greek, Agency Clerk
APPROVED AS TO FORM:
M. Katherine Jenson
Agency Attorney
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY,
By:
Thomas P. Genovese, Executive Director
"WAL-MART"
WAL-MART STORES, INC.,
a Delaware corporation
By:_
Name:
Its:
By:_
Name:
Its:
615/015610-0062 , , 1
301961.14 PM02 017
ACKNOWLEDGMENT OF ESCROW HOLDER AND TITLE OFFICER
The undersigned hereby agrees to proceed in accordance with the terms of this
Agreement and the Purchase Agreement.
First American Title Insurance Company
By:_
Name:
Title: Escrow Officer
By:_
Name:
Title:
Title Officer
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018
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
That certain real property located in the County of Riverside, State of California, legally
described as follows:
[TO BE ATTACHED]
EXHIBIT "A"
30196 .14 P 062 TO OPTION AGREEMENT
30196L14 PM02
EXHIBIT "B"
AGREEMENT FOR CONVEYANCE OF PROPERTY
AND JOINT ESCROW INSTRUCTIONS
To: FIRST AMERICAN TITLE INSURANCE COMPANY
("Escrow Holder")
[insert Riverside or Orange County office]
Attention:
Telephone:
Facsimile:
Escrow Officer
(714)
(714)
Escrow No.
Date of Opening of Escrow:
THIS AGREEMENT FOR CONVEYANCE OF PROPERTY AND JOINT ESCROW
INSTRUCTIONS (the "Agreement") is made this day of , by and
between WAL-MART STORES, INC., a Delaware corporation ("Seller" or "Wal-Mart"), and
the LA QUINTA REDEVELOPMENT AGENCY or its ASSIGNEE ("Buyer" or "Agency").
RECITALS:
A. Seller is the owner of certain real property located in the City of La Quinta
("City"), County of Riverside ("County"), State of California (the "Land").
B. Seller and Buyer have previously executed that certain Option Agreement dated
August _, 2002 ("Option Agreement"), pursuant to which Seller granted to Buyer (or its
predecessor) an option to purchase the Land. The terms of the Option Agreement are
incorporated herein by this reference as if set forth in full. By execution of this Agreement,
Buyer has exercised its option to acquire the Land, together with all improvements now or
hereafter constructed thereon, all easements, licenses, and interests appurtenant thereto, and
certain development rights, governmental approvals, land entitlements, and intangible property
owned or held by Seller in connection with the Land. The Land and the improvements,
appurtenances, and intangible property described in the preceding sentence are collectively
referred to herein as the "Property."
AGREEMENT
Based upon the foregoing Recitals, which are incorporated herein by this reference, and
for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:
615/015610-0062 EXHIBIT "B"
301961.14 PM02 TO OPTION AGREEMENT
20
1. Definitions. All capitalized terms used herein, if not otherwise defined herein,
shall have the meanings ascribed to them under the Option Agreement.
2. Conveyance of Property. Subject to all of the terms, conditions, and provisions of
this Agreement, and for the consideration herein set forth, Seller agrees to convey the Property to
Buyer and Buyer agrees to acquire the Property from Seller.
3. Purchase Price. The purchase price which Seller agrees to accept and Buyer
agrees to pay for the Property is the sum of SIX MILLION DOLLARS ($6,000,000.00)
("Purchase Price").
4. Escrow.
4.1 Opening of Escrow. Within two (2) business days following the execution
of this Agreement by Buyer and Seller, the parties shall open an escrow (the "Escrow") with the
Escrow Holder by causing an executed copy of this Agreement to be deposited with Escrow
Holder. Escrow shall be deemed open on the date that a fully executed copy of this Agreement
is delivered to Escrow Holder (the "Opening of Escrow"). Escrow Holder shall insert the date of
the Opening of Escrow in the blank on the first page of this Agreement and provide each of the
parties in Section 8.2 with written confirmation of the date of the Opening of Escrow.
4.2 Close of Escrow; Closing Date. Escrow shall close on or before the date
that is thirty (30) days after the Opening of Escrow (the "Closing Date"). The terms the "Close
of Escrow", and/or the "Closing" are used herein to mean the time Seller's Grant Deed is
recorded in the Office of the County Recorder of Riverside County, California. Possession of
the Property shall be delivered to Buyer at the Close of Escrow in the physical condition
described in Section 3 of the Option Agreement.
4.3 Escrow Cancellation. If Escrow does not close on the Closing Date as a
result of a default by Buyer or Seller, the party not then in default hereunder (the "Nondefaulting
Party") shall provide written notice to the party in default (the "Defaulting Party") setting forth
the nature of the default and if the Defaulting Party fails to cure such default within ten (10)
business days from the date of the written notice, the Nondefaulting Party may elect to either (i)
continue such Agreement and pursue its equitable remedies, or (ii) terminate this Agreement and
the Escrow by giving written notice of such termination to the other party and to the Escrow
Holder, in which event neither party shall have any further rights or obligations hereunder,
except as otherwise provided. Termination shall release the Defaulting Party from liability for
such default (but shall not extinguish parties' indemnity obligations hereunder). In the event of
any Escrow cancellation, the Escrow Holder shall return to the parties delivering same all
instruments which are then held by the Escrow Holder in connection with the Escrow. The
Defaulting Party shall pay the Escrow and title fees and cancellation charges.
4.4 Escrow Instructions. This Agreement, together with any standard
instructions of Escrow Holder shall constitute the joint escrow instructions of Buyer and Seller to
Escrow Holder as well as an agreement between Buyer and Seller. In the event of any conflict
EXHIBIT "B"
615/015610-0062
TO OPTION AGREEMENT ry
301961.14 PM02 4
�.. 1
between the provisions of this Agreement and Escrow Holder's standard instructions, the terms
of this Agreement shall prevail.
4.5 Deliveries by Seller. No later than 1:00 p.m. on the business day
preceding the Close of Escrow, Seller shall deliver to Escrow Holder:
4.5.1 a grant deed in substantially the form of Attachment No. 2
attached to this Agreement (the "Grant Deed"), executed and acknowledged by Seller;
4.5.2 a non -foreign affidavit in the form attached hereto as Attachment
No. 3 and a California Franchise Tax Board Form 597-W (Nonresident Withholding
Exemption Certificate for Real Estate Sales), each executed by Seller; and
4.5.3 all other sums and documents required by Escrow Holder to carry
out and close the Escrow pursuant to this Agreement, including Seller's portion of the
Escrow fees and prorations.
4.6 Deliveries by Bu ry_er. No later than 1:00 p.m. on the business day
preceding the Close of Escrow, Buyer shall deliver to Escrow Holder the Purchase Price and all
other sums and documents (fully executed and, where applicable, acknowledged by Buyer)
required by Escrow Holder to carry out and close the Escrow pursuant to this Agreement,
including Buyer's portion of the Escrow fees and prorations.
4.7 Closing, Recording and Disbursements. On or before the Closing Date,
and when all of the conditions precedent to the Close of Escrow set forth in Section 5 of this
Agreement have been satisfied or waived in writing by the benefited party or parties, Escrow
Holder shall take the actions set forth in this Section 4.7.
4.7.1 Recording. Escrow Holder shall cause the Grant Deed to be
recorded in the Official Records of Riverside County, California.
4.7.2 Title Policy. Escrow Holder shall cause Title Company to issue
the Title Policy referred to in Section 2.5 of the Option Agreement as of the Close of
Escrow showing title to the Land vested in Buyer.
4.7.3 Delivery of Documents to Buyer. Escrow Holder shall deliver to
Buyer a conformed copy of the Grant Deed, and any other documents (or copies thereof)
deposited by Seller with Escrow Holder pursuant to this Agreement. The original of the
Grant Deed shall be returned to Buyer after recordation.
4.7.4 Delivery of Documents to Seller. Escrow Holder shall deliver to
Seller a conformed copy of the Grant Deed, and any other documents (or copies thereof)
deposited by Buyer with Escrow Holder pursuant to this Agreement.
4.8 Proration of Taxes. To the extent applicable, real property taxes, water
rates and sewer charges and rents, if any, (collectively, "Taxes") shall be prorated and adjusted
on the basis of the actual days in the calendar year and Buyer shall be responsible for all Taxes
EXHIBIT "B" s
TO OPTION AGREEMENT }
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022
accruing, if any, from and after the Closing Date and Seller shall be responsible for all Taxes
accruing before the Closing Date. Seller agrees to provide Buyer with any forms or documents
necessary for Buyer to obtain a refund for pre -paid property taxes and assessments applicable to
the period after the Closing Date, in accordance with the applicable provisions of the Revenue
and Taxation Code.
4.9 Payment of Costs. Seller shall pay one-half (1/2) of the Escrow fee and all
documentary transfer taxes and the costs for the CLTA portion of the Title Policy, plus the costs
of any and all endorsements to the Title Policy that Wal-Mart has agreed to pay for in
accordance with the provisions of Section 2.3 of the Option Agreement. Buyer shall pay one-
half (1/2) of the Escrow fee, and all charges for recording the Grant Deed and other documents to
be recorded on the Closing Date, plus the difference in the cost of a CLTA title policy and
ALTA extended coverage title policy and the cost of any endorsements requested by Buyer,
except to the extent that Seller has agreed to pay for such endorsement(s). Seller and Buyer shall
each be responsible for their respective attorneys' fees and costs. All other costs of Escrow not
specifically allocated in this Agreement shall be apportioned between the parties in a manner
consistent with the custom and usage of Escrow Holder.
5. Conditions Precedent to Close of Escrow.
5.1 Conditions to Buyer's Obligations. The obligations of Buyer under this
Agreement to acquire the Property and close the Escrow shall be subject to the satisfaction or
written waiver by Buyer of each of the conditions precedent set forth in this Section 5.1.
5.1.1 Seller Performance. Seller is not in material default of any term
or condition of this Agreement or the Option Agreement.
5.1.2 Seller Deliveries Made. Seller has deposited with Escrow Holder
all sums and documents required of Seller by this Agreement and the Option Agreement.
5.1.3 Representations and Warranties. All representations and
warranties by Seller set forth in the Option Agreement and in this Agreement shall be
true and correct as of the Closing without qualification as though made at that time.
5.1.4 Issuance of Title Policy. Title Company's issuance of the Title
Policy at the Close of Escrow showing title to the Land vested in Buyer, subject only to
the Permitted Exceptions (as defined in the Option Agreement).
5.1.5 Due Diligence. Buyer shall have approved, in its sole and
absolute discretion, of its investigations of the Property, including, without limitation, the
Due Diligence Items, the Preliminary Title Report, and the Survey.
5.1.6 No Adverse Condition. There are no materially adverse changes
in the condition of the Property from its condition at the date of Buyer's exercise of the
Option resulting from Hazardous Materials or Substances (as defined in the Option
Agreement) or from improper or inadequate erosion control or from the Seller or its
employees, contractors, or agents materially adversely altering the condition of the
EXHIBIT "B"
TO OPTION AGREEMENT
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023
Property or constructing or installing any improvements not contemplated by the Option
Agreement, this Agreement or any of the agreements or instruments attached hereto for
which Buyer has requested in writing that Seller correct and Seller has refused. Nothing
herein is intended as a limitation on Seller's obligations under Section 3 of the Option
Agreement.
5.2 Conditions to Seller's Obligations. The obligations of Seller under this
Agreement to convey the Property and close the Escrow shall be subject to the satisfaction or
written waiver by Seller of each of the conditions precedent set forth in this Section 5.2.
5.2.1 Buyer's Performance. Buyer is not in material default of any
term or condition of this Agreement or the Option Agreement.
5.2.2 Buyer Deliveries Made. Buyer has deposited with Escrow Holder
all sums and documents required of Buyer by this Agreement.
5.2.3 Representations and Warranties. All representations and
warranties by Buyer set forth in the Option Agreement and in this Agreement are true and
correct as of the Closing without qualification as though made at that time.
6. Survival. Seller's and Buyer's liability for misrepresentation of or breach of
warranty, representation or covenant, shall survive the execution and delivery of this Agreement
and the Close of Escrow.
7. "AS IS"; Release; Indemnity.
Except for Seller's representations and warranties set forth in the Option
Agreement and this Agreement, Buyer acknowledges that it is acquiring the Property in its "As -
Is" condition and it is understood and agreed that Seller is not making any warranties or
representations of any kind or character, express or implied, with respect to the Property,
including, but not limited to, warranties or representations as to matters of title, zoning, tax
consequences, physical or environmental condition, operating history or projections, valuation,
governmental approvals, governmental regulations or any other matter or thing relating to or
affecting the Property. Except for the representations and warranties contained herein, Buyer
agrees that with respect to the Property, Buyer has not relied upon and will not rely upon, either
directly or indirectly, any representation or warranty of Seller. Buyer has conducted or will
conduct such inspections and investigations of the Property including, but not limited to, the
physical and environmental condition thereof, and rely upon same and, upon closing, shall
assume the risk that adverse matters may not have been revealed by Buyer's inspections and
investigations. Except for the representations and warranties expressly contained herein, Buyer
acknowledges and agrees that upon closing, Seller shall sell and convey to Buyer, and Buyer
shall accept the Property "AS IS," "WHERE IS," "WITH ALL FAULTS," and there are no oral
agreements, warranties or representations, collateral to or affecting the Property by Seller or any
third party. The terms and conditions of this paragraph shall expressly survive the Closing and
not merge therein.
EXHIBIT "B"
TO OPTION AGREEMENT
615/015610-0062
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02
Other than with respect to a breach of an express representation of Seller set forth
in this Agreement and/or the Option Agreement, and any matter with respect to which Seller has
indemnified Buyer as set forth in the Option Agreement and/or the Purchase Agreement,
effective as of the Close of Escrow, Buyer for itself and its successors and assigns hereby
releases Seller and all of Seller's Affiliates from any and all liability in connection with any
claims which Buyer may have against Seller. In addition, except with respect to the inaccuracy
of representation by Seller regarding Hazardous Substances expressly set forth in this
Agreement, Buyer hereby agrees not to assert any claims for losses, damages, liabilities, costs
and expenses which are presently unknown, unanticipated and unsuspected, against Seller
whether in tort, contract or otherwise, arising from Seller's ownership of the Property including,
without limitation, any claim relating directly or indirectly to the existence of asbestos, lead or
any hazardous substances on or environmental conditions of, the Property or arising under laws,
or relating in any way to the quality of the environment at the Property. This release will survive
the Close of Escrow. It is the intention of the parties that the foregoing release will be effective
with respect to all matters, past and present, known and unknown, suspected and unsuspected.
Buyer realizes and acknowledges that factual matters now unknown to it may
have given or may hereafter give rise to losses, damages, liabilities, costs and expenses which are
presently unknown, unanticipated and unsuspected, and Buyer further agrees that the waivers
and releases herein have been negotiated and agreed upon in light of that realization and that
Buyer nevertheless hereby intends to release, discharge and acquit Seller from any such
unknown losses, damages, liabilities, costs and expenses. In furtherance of this intention, the
Buyer hereby expressly waives any and all rights and benefits conferred upon it by the
provisions of California Civil Code Section 1542, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
Buyer acknowledges that the foregoing acknowledgments, releases and waivers including
without limitation the waiver of the provisions of California Civil Code Section 1542 were
expressly bargained for.
Buyers initials
Notwithstanding anything to the contrary herein, nothing in this Section 7 shall limit,
nullify or affect Seller's representations and warranties set forth in the Option Agreement or in
this Agreement. The provisions of this Section 7 shall survive any termination of this
Agreement.
EXHIBIT "B"
TO OPTION AGREEMENT
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1,, 9
025
8. Miscellaneous.
8.1 Notices. All notices required to be delivered under this Agreement to the
other party must be in writing and shall be: (i) personally delivered, (ii) sent by overnight
courier, or (iii) sent certified mail, return receipt requested. Notices shall be deemed delivered
effective upon receipt or rejection only. Notices shall be addressed to the respective parties as
set forth below or to such other address and to such other persons as the parties may hereafter
designate by written notice to the other parties hereto:
To Buyer: La Quinta Redevelopment Agency
78-495 Calle Tampico
P.O. Box 1504
La Quinta, California 92253
Attn: Mr. Mark Weiss
Telephone: (760) 777-7031
Facsimile: (760) 777-7101
Copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
Attn: M. Katherine Jenson, Esq.
Telephone: (714) 641-3000
Telecopier: (714) 546-9035
To Seller: Wal-Mart Stores, Inc.
Sam M. Walton Development Complex
2001 S.E. loth Street
Bentonville, Arkansas 72716-0550
Attn:
Telephone:
Telecopier:
Copy to: Gresham, Savage, Nolan & Tilden, LLP
600 North Arrowhead Avenue, Suite 300
San Bernardino, California 92401-1148
Attn:
Telephone: (909) 884-2171
Telecopier: (909) 888-2120_
8.2 Eminent Domain. Nothing in the Option Agreement or in this Agreement
shall be construed as limiting the eminent domain powers of the City or the Agency
EXHIBIT "B"
615/015610-0062 TO OPTION AGREEMENT ft
301961.14 PM02 n
8.3 Time of the Essence. Time is of the essence of each of the terms,
covenants, and conditions of this Agreement.
8.4 Risk of Loss. Prior to Seller's delivery of possession of the Property to
Buyer at the Closing, the risk of loss or damage to the Property shall remain upon Seller. If the
Property suffers damages as a result of any casualty prior to the Closing, then Seller shall give
written notice thereof to Buyer as soon as practicable after the occurrence of the casualty. Buyer
can elect to either: (i) accept the Property in its damaged condition, without any reduction in the
Purchase Price, or (ii) terminate this Agreement, in which event neither party shall have any
further rights or obligations hereunder, except as provided herein.
8.5 Condemnation. In the event all or any portion of the Property is taken or
designated to be taken by condemnation proceedings, or proceedings in lieu thereof during the
term of the Option Agreement or prior to the Close of Escrow, Buyer shall have the right to
terminate this Agreement and cancel the Escrow by delivering to Seller and Escrow Holder
written notice thereof. In the event Buyer does not elect to terminate this Agreement pursuant to
this Section 8.5, Buyer shall close the transaction as contemplated hereby without any reduction
in the Purchase Price, provided that Buyer shall be entitled to all condemnation proceeds upon
the Close of Escrow. Seller shall consult with Buyer regarding any proposed settlement with the
condemnor and Buyer shall have the reasonable right of approval thereof. Seller shall deposit
any such proceeds received by Seller with Escrow Holder.
8.6 Binding on Heirs. This Agreement shall be binding upon the parties
hereto and their respective heirs, representatives, transferees, successors, and assigns.
8.7 Entire Agreement Waivers and Amendments. This Agreement, the
Option Agreement, and other documents incorporated herein by reference contain the entire
understanding of the parties relating to the subject matter hereof, and supersede all negotiations
and previous oral agreements between the parties with respect to all or part of the subject matter
hereof. All waivers of the provisions of this Agreement must be in writing and signed by the
appropriate authorities of the party to be charged. Any amendment or modification to this
Agreement must be in writing and executed by Seller and Buyer, and the City of La Quinta.
8.8 Interpretation; Governing Law. This Agreement shall be construed
according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be
construed in accordance with the internal laws of the State of California, without regard to
principles of conflicts of law.
8.9 Severability. If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will
nevertheless continue in full force without being impaired or invalidated in any way.
8.10 Authority. The person(s) executing this Agreement on behalf of the
parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
EXHIBIT "B"
TO OPTION AGREEMENT
615/015610-0062
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1:.1J
024
entering into this Agreement does not violate any provision of any other agreement to which said
party is bound.
8.11 No Withholding Because Non -Foreign Seller. Seller represents and
warrants to Buyer that Seller is not, and as of the Close of Escrow will not be, a foreign person
within the meaning of Internal Revenue Code Section 1445 or an out-of-state seller under
California Revenue and Tax Code Section 18805.
8.12 Brokerage Commissions. Each party represents and warrants to the other
that no third party is entitled to a broker's commission and/or finder's fee with respect to any
portion of the transaction contemplated by this Agreement. Each party agrees to indemnify and
hold the other harmless from and against all liabilities, costs, damages and expenses, including,
without limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon
agreements by it, if any, to pay a broker's commission and/or finder's fee.
8.13 Default; Remedies. If any party hereto fails to timely perform any term or
provision of this Agreement which it is obligated to perform, such party shall be in default of this
Agreement; provided, however, the party shall not be deemed to be in default if (i) such party
cures, corrects, or remedies such default within ten (10) days after receipt of written notice from
the other party specifying such failure, or (ii) for such defaults that cannot reasonably be cured,
corrected, or remedied within ten (10) days, if such party commences to cure, correct, or remedy
such failure within ten (10) days after receipt of written notice specifying such failure and
thereafter diligently prosecutes such cure, correction, or remedy to completion. If a default of
Seller is not timely cured, corrected, or remedied, Buyer's remedy for an uncured default by
Seller or its successors (except for indemnity obligations by Seller), if applicable,
notwithstanding anything to the contrary contained in this Agreement, or any other agreement to
the contrary, shall be limited to equitable remedies subject to, and to the extent permitted by,
California law. If a default of Buyer or Buyer's successors or assigns, if applicable, is not timely
cured, corrected, or remedied, Seller's remedy for an uncured default by Buyer and its successors
(except for indemnity obligations by Buyer), if applicable, notwithstanding anything in this
Agreement, or any other agreement to the contrary, shall be limited to equitable remedies subject
to, and to the extent permitted by, California law. Except for the parties' indemnity obligations
pursuant to this Agreement, in no event shall either party be entitled to recover damages
(whether monetary, consequential, economic, or otherwise) from the other or its successors.
8.14 Execution in Counterpart. This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties are not signatories to the original or the same counterpart.
EXHIBIT "B"
TO OPTION AGREEMENT
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028
8.15 Assignment. During the pendency of the Escrow contemplated hereunder,
Buyer may freely assign its rights under this Agreement, provided that, notwithstanding any such
assignment, Buyer shall remain liable for any indemnification provisions set forth herein.
8.16 Attachments. Attachment Nos. 1, 2, and 3 to this Agreement are
incorporated herein by this reference and made a part hereof. Said Exhibits are identified as
follows:
1 - LEGAL DESCRIPTION OF LAND
2 - GRANT DEED
3 - NON -FOREIGN AFFIDAVIT
EXHIBIT "B"
TO OPTION AGREEMENT
615/015610-0062
301961.14 PM02
.L 1,3 3
029
IN WITNESS WHEREOF, Buyer and Seller have entered into this Agreement as of the
date first set forth above.
"Seller"
WAL-MART STORES, INC.,
a Delaware corporation
By:
Its:
By:
Its:
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY
Thomas P. Genovese, Executive Director
ATTEST:
June S. Greek, Agency Clerk
APPROVED AS TO FORM:
M. Katherine Jenson
Agency Attorney
EXHIBIT "B"
TO OPTION AGREEMENT
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301961.14 PM02
030
ACCEPTANCE BY ESCROW HOLDER
First American Title Insurance Company hereby acknowledges that it has received a fully
executed copy of the Agreement for Conveyance of Property and Joint Escrow Instructions [and
Amendment to Agreement for Conveyance of Property and Joint Escrow Instructions] and agrees
to act as the Escrow Holder thereunder and to be bound by and perform the terms thereof as such
terms apply to the Escrow Holder. Escrow Holder shall execute two originals of this Acceptance
and deliver one original to each Seller and Buyer promptly following the opening of Escrow for
attachment to their execution originals of this Agreement.
DATE: 520 First American Title Insurance Company
By: _
Name:
Title:
EXHIBIT "B" i p
TO OPTION AGREEMENT
615/015610-0062 031
301961.14 PM02
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF LAND
That certain real property located in the County of Riverside, State of California, legally
described as follows:
[TO BE INSERTED]
ATTACHMENT NO. I
61sio1s610-o062 TO AGREEMENT FOR CONVEYANCE OF PROPERTY O (-
301961.14 PM02 AND JOINT ESCROW INSTRUCTIONS
ATTACHMENT NO. 2
WHEN RECORDED MAIL TO AND
MAIL TAX STATEMENTS TO:
(Space Above this Line for Recorder's Use)
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, WAL-
MART STORES, INC., a Delaware corporation ("Grantor") hereby grants to
("Grantee") that certain real
property located in the County of Riverside, State of California, described in the legal description
attached hereto as Exhibit "A" and incorporated herein by this reference (the "Property").
IN WITNESS WHEREOF, Grantor has executed this Grant Deed on the day and year
hereafter written.
Date:
WAL-MART STORES, INC.,
a Delaware corporation
By: _
Name:
Its:
By:_
Name:
Its:
ATTACHMENT NO. 2
615/015610-0062 TO AGREEMENT FOR CONVEYANCE OF PROPERTY "a
301961.14 PM02 AND JOINT ESCROW INSTRUCTIONS
033
STATE OF CALIFORNIA
) ss.
COUNTY OF
On , before me,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
STATE OF CALIFORNIA
) ss.
COUNTY OF
On before me, ,
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
ATTACHMENT NO. 2
TO AGREEMENT FOR CONVEYANCE OF PROPERTY 3 As
AND JOINT ESCROW INSTRUCTIONS
615/015610-0062
301961.14 PM02
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
That certain real property located in the County of Riverside, State of California, legally
described as follows:
[TO BE INSERTED]
.131
615/015610-0062 EXHIBIT "A"
301961.14 PM02 TO GRANT DEED 035
Document No.:
Recorded:
STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT
BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE OF THE
COUNTY RECORDER (PURSUANT TO SECTION 11932 OF THE REVENUE AND
TAXATION CODE)
TO: Recorder, County of Riverside
Request is hereby made in accordance with the provisions of the Documentary
Transfer Act that the amount of the tax due not be shown on the original document which
names:
Grantor: Wal-Mart Stores, Inc., a Delaware corporation
Grantee:
The property described in the accompanying document is located in the County of
Riverside, State of California.
The amount of tax due on the accompanying document is $
computed on full value of the property conveyed.
(Signature of Grantor or Agent)
(Firm Name)
Note: After the permanent record is made, this form will be affixed to the conveying
document and returned with it.
615/015610-0062
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114
036
ATTACHMENT NO. 3
NON -FOREIGN AFFIDAVIT
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real
property interest must withhold tax if the transferor is a foreign person. To inform the transferee
that withholding of tax is not required upon disposition of a U.S. real property interest by WAL-
MART STORES, INC., a Delaware corporation ("Transferor"), the undersigned hereby certifies
the following on behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership, foreign trust or
foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax
Regulations);
2. Transferor's U.S. employer identification number is
3. Transferor's office address is
and
The undersigned understands that this certification may be disclosed to the Internal
Revenue Service by the transferee and that any false statement contained herein could be
punished by fine, imprisonment, or both.
Under penalties of perjury, I declare that I have examined this certification and to the best
of my knowledge and belief, it is true, correct, and complete, and I further declare that I have
authority to sign this document on behalf of Transferor.
Dated:
WAL-MART STORES, INC.,
a Delaware corporation
By:
Its:
Address of Property for Sale:
See legal description attached
as Exhibit "A"
"Transferor"
111
ATTACHMENT NO. 3
615/015610-0062 TO AGREEMENT FOR CONVEYANCE OF PROPERTY 301961.14 PM02 AND JOINT ESCROW INSTRUCTIONS 037
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
That certain real property located in the County of Riverside, State of California legally
described as follows:
[to be inserted]
EXHIBIT "D"
615/015610-0062
301961.14 PM02 TO OPTION AGREEMENT 038
EXHIBIT "C"
MEMORANDUM OF OPTION AGREEMENT
RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:
La Quinta Redevelopment Agency
78-495 Calle Tampico
P.O. Box 1504
La Quinta, California 92253
Attention: Mr. Mark Weiss
(Space Above Line for Recorder's Use)
This Memorandum of Option Agreement is recorded at the
request and for the benefit of the City of La Quinta and is
exempt from the payment of a recording fee pursuant to
Government Code Section 6103.
LA QUINTA REDEVELOPMENT AGENCY
2000
MEMORANDUM OF OPTION AGREEMENT
THIS MEMORANDUM OF OPTION AGREEMENT ("Memorandum") is entered into
this day of , 2002, by and between WAL-MART STORES, INC., a Delaware
corporation ("Wal-Mart") and the LA QUINTA REDEVELOPMENT AGENCY, a public body
and corporate politic ("Agency").
This Memorandum is made with reference to the following:
1. Optionor is the owner in fee of that certain real property located in the County of
Riverside, State of California, more particularly described in the legal description attached hereto
as Attachment No. 1 and incorporated herein by this reference (the "Property").
2. Wal-Mart hereby grants to Agency the right to acquire the Property on the terms
and conditions stated in that certain unrecorded Option Agreement between Wal-Mart and
615/015610-0062 EXHIBIT "C" n
301961.14 PM02 TO OPTION AGREEMENT
039
Agency dated August _, 2002 (the "Option Agreement"). The terms of the Option Agreement
are incorporated herein by this reference as if set forth in full.
3. Section 1.5 of the Option Agreement provides for Wal-Mart and Agency to enter
into this Memorandum and to record the same in the Official Records of the County of Riverside
to provide notice to all persons of the existence of said Option Agreement. This Memorandum is
prepared for the purpose of recordation and in no way modifies the provisions of the Option
Agreement.
IN WITNESS WHEREOF, Wal-Mart and Agency have entered into this Memorandum as of the
date first set forth above.
"WAL-MART"
WAL-MART STORES, INC.,
a Delaware corporation
By: _
Name:
Its:
By: _
Name:
Its:
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY,
a public body, corporate and politic
By:
Thomas P. Genovese, Executive Director
ATTEST:
June S. Greek, Agency Clerk
APPROVED AS TO FORM:
M. Katherine Jenson
Agency Attorney
EXHIBIT " C"
TO OPTION AGREEMENT
615/015610-0062
301961.14 PM02
1 '1 4
040
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On before me, , personally
appeared , personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
STATE OF CALIFORNIA )
ss.
COUNTY OF
On before me, , personally appeared
, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
EXHIBIT "C"
TO OPTION AGREEMENT
615/015610-0062
301961.14 PM02
041
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On before me, , personally
appeared , personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[SEAL]
Notary Public
EXHIBIT " C"
TO OPTION AGREEMENT
.1 .1 F
615/015610-0062 n
301961.14 PM02 1 1 4 2
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF PROPERTY
That certain real property located in the County of Riverside, State of California, legally
described as follows:
[TO BE INSERTED]
EXHIBIT "C
615/015610-0062
301961.14 PM02 TO OPTION AGREEMENT l (�
Recording Requested
By And When
Recorded Return To:
Attn:
EXHIBIT "D"
FORM OF QUITCLAIM
[SPACE ABOVE FOR RECORDER]
QUITCLAIM OF OPTION TO PURCHASE
This QUITCLAIM OF OPTION TO PURCHASE ("Quitclaim") is made and entered
into as of by the LA QUINTA REDEVELOPMENT
AGENCY, a public body and corporate politic ("RDA"), with reference to the following recitals
which are incorporated herein:
RECITALS:
A. WAL-MART STORES, INC., a Delaware corporation ("Wal-Mart") is the owner
of certain real property situated in the City of La Quinta, County of Riverside, State of
California, more particularly described on Exhibit "A" attached hereto and incorporated herein
by this reference (collectively, the "Real Property").
B. Wal-Mart granted the RDA an option to purchase the Real Property and certain
other property (as more particularly defined in the Option Agreement, as hereinafter defined)
pursuant to that certain Option Agreement dated , 2002 (the "Option
Agreement"), by and between Wal-Mart, as "Seller", and the RDA, as "Buyer", a memorandum
of which was recorded on 2002, in the Official Records of Riverside
County, California as Instrument No. (the "Memorandum").
C. Pursuant to Section 4 of the Option Agreement, the RDA is obligated to provide a
quitclaim to remove the Memorandum of Option Agreement as a cloud on title to the Real
Property. RDA and Wal-Mart therefore desire to effect RDA's remise, release, and quitclaim of
its right, title, and interest in and to the Option Agreement through this Quitclaim of Option
Agreement.
I js
615/015610-0062 EXHIBIT "D" 301961.14 PM02 TO OPTION AGREEMENT 044
QUITCLAIM:
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged:
1. RDA does hereby remise, release, and quitclaim all of RDA's right, title, and
interest in and to the Option Agreement, as referred to in the Memorandum.
2. This Quitclaim does not affect any rights or obligations of RDA or Wal-Mart set
forth in any document or instrument other than as described in this Quitclaim of Option
Agreement.
IN WITNESS WHEREOF, this Quitclaim of Option Agreement has been executed by
RDA and Wal-Mart on the date first written above and is to be effective upon its recordation in
the Official Records of Riverside County, California.
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Agency Counsel
(6RDA»:
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic
By:_
Name:
Its:
(14:)
DEPARTMENT REPORT:
O� �O •
U =a rY 4
TO: The Honorable Mayor and Members of the Redevelopment Agency
FROM: Thomas P. Genovese, Executive Director
DATE: August 6, 2002
SUBJECT: Department Report — Amendment to Cooperative Agreement with
Coachella Valley Unified School District
The Coachella Valley Unified School District ("District") is seeking an amendment
to the Cooperative Agreement they have with the City of La Quinta and the La
Quinta Redevelopment Agency, as referenced in their letter, dated July 22, 2002
(Attachment 1).
Staff responded to legal counsel for the District via letter dated July 24, 2002
(Attachment 2), informing her of their intention to investigate the fiscal and legal
implications of the proposed amendment. Once a determination is made, the
District will be notified. Staff will keep the Agency's Board informed as to the
findings.
-
BOWTE, ARNESON, WILES & GIANN
8 PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
ATTORNEYg ;7T LMY
-kLEX'01DER BOWIP*
JOAN C-.1R.NESON
WENI)Y H. WILES*
PATRICIA B. GIANN'ONE
ROBERT E- AN5LONV
DANIEL�-PAYNE
BRIAN V.SMITH
TIFFANY J. ISim-EL
nrKEF K DORW_ARD
&A LY D. ROBINSON
DA'WN M. MESSER
%�r<_,rrss�r.ivni. s rr1101?N1 rON
VIA FACSIMILE cat U.S. MAIL.
Mr. Tom Genovese, City Manager
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
4920 CAA1PU$ DRIVE
NEWPORT BEACH, CALIPORtti'IA 92660
(949) IM-1300
July ?2, 2002
ATTACHMENT 1
(800) (,49-nx7
F_1Y (549) 851-2014
REF. OIiR FILE
3 033.4.3
Re: Coachella Valley Unified School District's Cooperative Agreement NA4th. the City
of La Quinta and the La Quinta. Redevelopment Agency
Dear Mr. Genovese:
On behalf of the Coachella Valley Unified School District ("District"), eve recently
forwarded to you and Ms. Jenson a proposed Amendment to the Agreement for Cooperation
between the District, the City arld the La Quinta Redevelopment Agency ("RDA") for your
review and consideration. This amendment (` Amendment") is consistent with the meeting lvith
the District in Maw 210021, which extends the payments to the District past the year 2011-12.
The District would like to have the Amendment finalized before the next RDA meeting
on August 6, 2002, and have the RDA approve the Amendment on August 6, 2002, so that it may
issue debt in September. We welcome you input and comments to the proposed Amendment,
and will be happy to consult with you, or meet with you, in order to finalize this matter before the
next RDA meetinD.
t3AW&611S [R 0d1M3557
3033,4,! 071221/02
001
t'
07-22-02 10:06 RECEIVED FROM:949 851 0208
BOWIE, ARNESON, WILES & GIANNONE
Mr. Morn Genovese
July ,�2, 20,021
Page
If there is anything we can do to expedite the RDA's and/or the City's review, and
approval process. or if you have any questions, please feel free to contact myself or Alex Bowie.
We greatly appreciate the RDA and the City's immediate attention to this matter.
Veit' truly yours,
BOWIE, ARNESON,
WILES & GIANNONE
By:
Salle D. Robinson
CC". Matti Katherine Jenson
Carey M. Carlson
Charles Youtz
Dwight Berg
Alex Bowie
SAW&GUK/1i)i535�7
3033.4 3 07,'::102
i .{
07-22-02 10:07 RECEIVED FROM:949 851 0208
?/0.=:
P.O. Box 1504
•jy%J 78-495 CALLE TAMPICO
brighter ThanEyrr LA QUINTA, CALIFORNIA 92253
July 24, 2002
Via TelecODier and U.S. Mail
Sally D. Robinson, Esq.
Bowie, Arneson, Wiles & Giannone
4920 Campus Drive
Newport Beach, CA 92260
ATTACHMENT 2
(760) 7 7 7 - 7 0 0 0
FAX (760) 777-7101
Re: Coachella Valley Unified School District's Cooperative Agreement with
the City of La Quinta and the La Quinta Redevelopment Agency
Dear Ms. Robinson:
I have received your letter of July 22, 2002, regarding the proposed
Amendment to the Agreement for cooperation between the Coachella Valley
Unified School District, the City of La Quinta and the La Quinta
Redevelopment Agency. In the upcoming weeks, we will be investigating the
legal and financial implications regarding the proposed Amendment with City
staff, legal counsel, and the Agency's financial consultants. At the
conclusion of that analysis, we will contact you regarding our determination.
The City Council and Redevelopment Agency Board have a regularly
scheduled meeting on August 6t'. 1 plan to bring your letter to Council's and
the Agency Board's attention at that time.
Should you have any questions regarding the foregoing, please do not
hesitate to contact our City Attorney, Kathy Jenson, at (714) 641-3413.
Very truly yours,
Thomas Genovese
City Manager
1_ ` 4
GAGenovese, T\letters\Robinson, Sally wBowie Arneson re CVUSD Coop Agree 07-24-2002.doc tt{{