2004 12 07 RDARedevelopment Agency Agendas are
Available on the City's Web Page
@ www.la-quinta.org
REDEVELOPMENT AGENCY
AGENDA
CITY COUNCIL CHAMBERS
78-495 Calle Tampico
La Quinta, California 92253
Regular Meeting
Tuesday, December 7, 2004 - 2:00 P.M.
Beginning Resolution No. RA 2004-019
CALL TO ORDER
Roll Call:
Agency Board Members: Adolph, Osborne, Perkins, Sniff, and Chairperson Henderson
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.
CLOSED SESSION
NOTE: Time permitting the Redevelopment Agency Board may conduct Closed Session
discussions during the dinner recess. In addition, persons identified as negotiating parties
are not invited into the Closed Session meeting when the Agency is considering acquisition
of real property.
1. CONFERENCE WITH THE AGENCY'S REAL PROPERTY NEGOTIATOR, THOMAS P.
GENOVESE, PURSUANT TO GOVERNMENT CODE SECTION 54956.8
CONCERNING POTENTIAL TERMS AND CONDITIONS OF ACQUISITION AND/OR
DISPOSITION OF REAL PROPERTY LOCATED AT 52-169 AVENIDA CARRANZA.
PROPERTY OWNER/NEGOTIATOR: PHIL BURNETT
Redevelopment Agency Agenda 1 December 7, 2004
2. CONFERENCE WITH THE 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 KNOWN AS PARCELS 1, 2, AND 3 OF PARCEL 29909, LOCATED
AT THE NORTHWEST CORNER OF CALLE TAMPICO AND DESERT CLUB DRIVE.
PROPERTY OWNER/NEGOTIATORS: SANTA ROSA PLAZA, LLC AND EMBASSY
SUITES LA QUINTA.
3. CONFERENCE WITH THE AGENCY'S LEGAL COUNSEL REGARDING PENDING
LITIGATION, RAMON GARCIA MARTINEZ, ET AL V. CITY OF LA QUINTA, ET AL,
UNITED STATES DISTRICT COURT, CENTRAL DISTRICT CASE NO. CV 04-06373
DT (RZx), PURSUANT TO GOVERNMENT CODE SECTION 54956.9(a)
RECONVENE AT 3:00 P.M.
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.
CONFIRMATION OF AGENDA
APPROVAL OF MINUTES
1. APPROVAL OF MINUTES OF NOVEMBER 16, 2004.
2. APPROVAL OF MINUTES OF NOVEMBER 22, 2004.
3. APPROVAL OF MINUTES OF NOVEMBER 29, 2004.
Redevelopment Agency Agenda 2 December 7, 2004
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 DECEMBER 7, 2004.
2. ACCEPTANCE OF SilverRock RESORT MASS GRADING IMPROVEMENTS,
PROJECT NO. 2002-07B.
3. APPROVAL OF AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT
WITH ROSENOW, SPEVACEK GROUP, INC. TO INCLUDE CERTAIN PROFESSIONAL
SERVICES RELATED TO THE PLANNING, ENGINEERING, PROPERTY APPRAISAL
AND HOTEL DEVELOPMENT ADVISORY SERVICES RELATED TO SilverRock
RESORT AND THE HAMMER PROPERTY DEVELOPMENT.
BUSINESS SESSION
1 . CONSIDERATION OF MONUMENT SIGNAGE FOR SilverRock RESORT
A. MINUTE ORDER ACTION
2. CONSIDERATION OF ADOPTION OF A RESOLUTION APPROVING AMENDMENT
NO. 2 TO DISPOSITION AND DEVELOPMENT AGREEMENT ENTERED INTO BY AND
BETWEEN THE LA QUINTA REDEVELOPMENT AGENCY AND CP DEVELOPMENT
LA QUINTA, LLC TO REVISE THE OPTION AGREEMENT ATTACHED THERETO TO
PROVIDE FOR AGENCY'S SUBORDINATION TO "REPURCHASE OPTION 1 ".
A. RESOLUTION ACTION
STUDY SESSION — NONE
CHAIR AND BOARD MEMBERS' ITEMS
PUBLIC HEARINGS — NONE
ADJOURNMENT
Adjourn to a regularly scheduled meeting of the Redevelopment Agency to be held on
December 21, 2004 commencing with closed session at 2:00 p.m. and open session at
3:00 p.m. in the City Council Chambers, 78-495 Calle Tampico, La Quinta, CA 92253.
Redevelopment Agency Agenda 3 December 7, 2004
DECLARATION OF POSTING
I, June S. Greek, City Clerk of the City of La Quinta, do hereby declare that the foregoing
agenda for the La Quinta Redevelopment Agency meeting of Tuesday, December 7, 2004,
was posted on the outside entry to the Council Chamber at 78-495 Calle Tampico and on
the bulletin boards at 51-321 Avenida Bermudas and 78-630 Highway 111, on Friday,
December 3, 2004.
DATED: December 3, 2004
JUNE S. GREEK, CIVIC, City Clerk
City of La Quinta, California
Redevelopment Agency Agenda 4 December 7, 2004
*it
AGENDA CATEGORY:
BUSINESS SESSION
COUNCIL/RDA MEETING DATE: DECEMBER 7, 2004
CONSENT CALENDAR
ITEM TITLE:
Demand Register Dated December 7, 2004
RECOMMENDATION:
It is recommended the Redevelopment Agency Board:
STUDY SESSION
PUBLIC HEARING
Receive and File the Demand Register Dated December 7, 2004 of which $914,266.23
represents Redevelopment Agency Expenditures.
PLEASE SEE CONSENT CALENDAR ITEM NUMBER 1 ON CITY COUNCIL AGENDA
(:c4t�p 4 stP
COUNCIL/RDA MEETING DATE: December 7, 2004
ITEM TITLE: Acceptance of SilverRock Resort Mass
Grading Improvements, Project No. 2002-07B
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR: C-
STUDY SESSION:
PUBLIC HEARING:
Accept SilverRock Resort Mass Grading Improvements, Project No. 2002-07B as
complete; authorize the City Clerk to file a Notice of Completion with the Office of the
County Recorder; and authorize staff to release retention in the amount of
$176,824.48, 35 days after the Notice of Completion is recorded.
FISCAL IMPLICATIONS:
The following is a budget summary:
Original Contract Amount
Contract Change Order No. 1
(Additional 9 days added to contract)
Contract Change Order No. 2-Hole #7 Grading
Contract Change Order No. 3-Hole #3 Grading
Contract Change Order No. 4-Earthwork Quantities
Contract Change Order No. 5-Verizon 27 day delay
Contract Change Order No. 6-Earthwork Quantities
Contract Change Order Nos. 7 — 9 Force Account
Revised Total Contract
Amount paid to date
Remaining Fiscal Commitment
$2,665,896.00
$0.00
$ 7, 500.00
$13, 600.00
$339,500.00
$303,686.25
$99,998.27
$106, 309.00
$3,536,489.52
($3,339,420.26)
$197,069.26
Adequate funding is available to pay the contractor's remaining billing of
$197,069.26.
S:\CityMgr\STAFF REPORTS ONLY\12-7-04\C2 Proj 2002-07B A=
BACKGROUND AND OVERVIEW:
This step of development consisted of mass grading the first golf course, driving range,
lakes, maintenance area, and hotel pad to within one-half foot of the final design
elevation based on Palmer Golf Course Design's grading plan for the first golf course and
GMA International's design for the hotel pad. The contractor moved earth, creating the
golf course features and the hotel site including the hotel lake. As part of the project,
the contractor was required to fence the entire property perimeter with wind screening,
stabilize all disturbed areas and provide a full-time dust control monitor in accordance
with the City's PM 10 Ordinance.
The Agency awarded a contract on January 20, 2004 for $2,665,896 to Wood Bros.,
Inc. to construct the SilverRock Resort Mass Grading Project No. 2002-07B.
Notice to Proceed was issued on February 17, 2004, stipulating a 120 consecutive
calendar day contract completion time. In consideration of the contract start date, all
contract work was to be completed on or before June 16, 2004.
Contract Change Order No. 1 added nine days to the contract for completion of Phase
II due to delays from high winds and the redesign of holes 5-8.
Contract Change Order No. 2 added $7,500 to the contract for grading hole No. 7 as
per changes to the village lake design by PACE.
Contract Change Order No. 3 added $13,600 to the contract for additional grading
around the entry lakes along Avenue 52.
Contract Change Order No. 4 added $339,500 to the contract for an increase in
earthwork quantities due to the higher than design shrinkage rate of the onsite soil.
Contract Change Order No. 5 added $303,686.25 to the contract for delay costs
incurred by the contractor due to the 27-day delay by Verizon to relocate their
facilities. This cost is part of a claim to this utility company.
Contract Change Order No. 6 added $99,998.27 to the contract due to the increase in
grading from subsidence of the onsite native material encountered while constructing
the hotel pads.
Contract Change Order Nos. 7 — 9 added $106,309.00 for force account necessary
for timely completion of the mass grading ahead of the golf course contractor. The
work included miscellaneous grading to accommodate design changes from Palmer
Golf Course Design as well as requests from the Bob Hope Chrysler Classic staff.
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S:\CityMgr\STAFF REPORTS ONLY\12-7-04\C2 Proj 2002-07B Am
Staff has reviewed improvements installed in the field and confirmed the project
complies with the contract terms, conditions, plans and specifications. As of August
5, 2004, the project work, including the added work, was considered 100% complete
and is recommended for acceptance by the Agency. Prior to filing the Notice of
Completion, staff must receive authorization from the Agency to accept this project as
complete and authorize the City Clerk to file a Notice of Completion.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency include:
1. Accept SilverRock Resort Mass Grading Improvements, Project No. 2002-07B
as complete; authorize the City Clerk to file a Notice of Completion with the
Office of the County Recorder; and authorize staff to release retention in the
amount of $176,824.48, 35 days after the Notice of Completion is recorded; or
2. Do not accept SilverRock Resort Mass Grading Improvements, Project No.
2002-07B as complete; do not authorize the City Clerk to file a Notice of
Completion with the Office of the County Recorder; and do not authorize staff
to release retention in the amount of $176,824.48, 35 days after the Notice of
Completion is recorded; or
3. Provide staff with alternative direction.
Respectfully submitted,
(Ji'mothy Rr. sson E.
ulcWobik irector/City Engineer
Approved for submission by:
Thomas P. Genovese, Executive Director
3
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5
OF9ti AGENDA CATEGORY:
COUNCIL/RDA MEETING DATE: December 7, 2004
ITEM TITLE:
Approval of an Amendment to the Professional
Services Agreement with Rosenow Spevacek
Group, Inc. to Include Certain Professional Services
Related to Planning, Engineering, Property
Appraisal and Hotel Development Advisory
Services Related to SilverRock Resort and the
Hammer Property Development
RECOMMENDATION:
BUSINESS SESSION: QQ
CONSENT CALENDAR: ..!
STUDY SESSION:
PUBLIC HEARING:
Approve an amendment to the Professional Services Agreement with Rosenow
Spevacek Group, Inc. to include services related to planning, engineering, property
appraisal and hotel development advisory services for SilverRock Resort and the
Hammer property development.
FISCAL IMPLICATIONS:
The cost associated with this Amendment is $191,400. Funds are available from:
PKF Consultants
28,000
405-9001.702-74-01
Real Property
Appraiser
12,000
405-9001.702-74-01
MDS
86,400
401-1723.551-80-01
TKC - Housing
35,100
246-0000.290-00-00
TKC - Non Housing
29,900
405-0000.143-00-00
191,400
BACKGROUND:
SilverRock Economic Development
SilverRock Economic Development
SilverRock Contingency
PA 2 Low/Mod Tax Fund
Prepaid expense
Since 1988, the Redevelopment Agency has assigned the Rosenow Spevacek
Group, Inc. (RSG) the task of implementing various Agency projects. As part of
these activities, RSG has retained and managed sub -consultants required to
complete specific assignments. The Agency is now implementing hotel solicitation
activities involving SilverRock Resort, and specific planning activities related to the
sale and development of the Hammer property. In order to complete these tasks,
staff has requested that RSG retain and manage the planning, engineering,
environmental, property appraisal, and hotel market analysis disciplines required to
complete these tasks. In order to accomplish these services, RSG's contract will
need to be amended to compensate for the additional work.
SilverRock Resort
The Tournament Course at SilverRock Resort is set to open in January 2005. This
will conclude the Agency's efforts to design and build the course, requiring the
transfer of the Tournament Course and driving range to City ownership. The City
will be responsible for owning and operating the course and driving range. A parcel
map must be prepared to facilitate the property transfer that delineates the land
that will be conveyed to the City and the land that will remain under Agency
ownership. The property designated for the second course, the clubhouse, and the
private hotel, casitas and retail uses should remain under Agency ownership until
their final disposition. By retaining ownership, the Agency can use redevelopment
funds to build required improvements.
RSG has been assigned the task of managing the property transfer process. Since
tentative and final parcel maps are required, RSG needs to retain a civil engineer to
survey the land, set boundary monuments, and prepare metes and bounds legal
descriptions, and tentative and final parcel maps. Two bids were secured for these
services; one for $90,000 from TKC and a second from MDS Consulting for
$86,400. If this contract amendment is approved, RSG will contract with MDS
Consulting to prepare the tentative and final parcel maps.
The Agency is also moving forward with soliciting hotel developer/operator
proposals. In order to thoroughly evaluate the submittals, RSG will retain PKF
Consultants to assess the qualifications, market viability and economics associated
with each submittal. To determine current market land values for SilverRock's
hotel parcels, staff has also requested that RSG retain a real property appraiser.
PKF's services will cost $28,000; they were selected after receiving and evaluating
five proposals. A real property appraiser has not been retained, however, it is
anticipated these services will cost $12,000.
Hammer Property
In July of this year the Agency purchased a 27-acre parcel from the Hammer
Family Trust. This land will be subdivided into three parcels, two to accommodate
commercial development and the third to accommodate residential development.
Since July, staff and legal counsel have been working with RSG to prepare and
process a Specific Plan Amendment and associated environmental documents; to
prepare a parcel map that delineates these parcels; and to determine the value of
2
one of the commercial parcels. TKC has been retained to prepare the Specific Plan
Amendment and parcel map. Dozier Appraisers prepared the real property
appraisal, and environmental specialists were retained to conduct a detailed
environmental review. These services have, or will, cost $65,000 to complete.
Staff has, in the past, recommended using RSG to hire and manage these
professional services contracts in order to secure the required services in a short
period of time, and to assign RSG the responsibility of managing and overseeing
these professional service providers. Per the RSG contract, all documents, reports
and maps are the Agency's property upon submittal. In addition, Agency staff
reviews and approves all sub -contractor invoices.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
1. Approve an amendment to the Professional Services Agreement with
Rosenow Spevacek Group, Inc. to include services related to planning,
engineering, property appraisal and hotel development advisory services for
SilverRock Resort and the Hammer property development; or
2. Do not approve an amendment to the Professional Services Agreement with
Rosenow Spevacek Group, Inc. to include services related to planning,
engineering, property appraisal and hotel development advisory services for
SilverRock Resort and the Hammer property development; or
3. Provide staff with alternative direction.
Respectfully submitted,
Thomas P. Genovese, Executive Director
S:\CityMgr\STAFF REPORTS ONLY\B3 RSGamend.doc
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COUNCIL/RDA MEETING DATE: December 7, 2004
ITEM TITLE: Consideration of Monument Signage for
SilverRock Resort
RECOMMENDATION:
As deemed appropriate by the Agency Board.
FISCAL IMPLICATIONS:
None for this action.
BACKGROUND AND OVERVIEW:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
On November 16, 2004, the Redevelopment Agency Board selected SilverRock Resort
monument signage designs for the Avenue 52 entry (Attachment 1) and Avenue
52/Jefferson Street. However, after the Redevelopment Agency meeting was
adjourned, the issue surfaced that the Avenue 52 entry sign, in its approved
configuration, may not be ideal as a double -sided monument (i.e., the logo and
lettering might not translate properly to the east side of the sign). Because the
Redevelopment Agency meeting had already been adjourned, Agency Counsel advised
the item could not be reconsidered at that meeting, but that the item could be
reconsidered in accordance with Section 7.3 of the City's Rules of Procedure. Agency
Board Member Osborne requested the item be reconsidered, and at a special RDA
meeting held on November 22, 2004, the Agency Board voted to reconsider this item
at its next regularly scheduled meeting.
Steve Garcia of GMA International has designed several alternatives that will work as a
double -sided monument sign for the Avenue 52 entry. The first design (Attachment 2)
retains the same shape and lettering style as the sign approved on November 16,
2004. On the west side of the sign, the logo appears on the left, followed by the
words, "SilverRock Resort," with the La Quinta script appearing under the word
"Silver." On the east side of the sign, the sign reads, "SilverRock Resort" followed by
the logo on the right. The La Quinta script appears under the word "Resort."
A second alternative (Attachment 3) has less curvature on top and uses the same
lettering and script as the first alternative, but the words and logo are identical on. both
sides of the sign (i.e., the logo is on the left, followed by the words "SilverRock
Resort," with the La Quinta script located under the word "Silver").
A third alternative (Attachment 4) removes the logo from both sides of the horizontal
sign, and places it on a separate panel that faces Avenue 52.
GMA had a structural engineer review the sign's design; the engineer recommended
that the sign be 8"-10" wide to ensure its structural integrity. Because the stone
selected by the Agency is not available in that thickness, GMA is proposing to
construct the sign with cinder block and cover it with a 2" stone veneer of the dark
green color approved by the Agency. GMA will discuss this further at today's
meeting.
Staff is seeking approval of a monument sign for the Avenue 52 entry, so that sign
review, construction documents, and bidding can proceed.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
1 . Review and select SilverRock Resort monument signage for the Avenue 52
entry; or
2. Do not select SilverRock Resort monument signage for the Avenue 52 entry; or
3. Provide staff with alternative direction.
Respectfully submitted,
r�. _._.
.r..
Mark Weiss, Assistant Executive Director
Approved for submission by:
Thomas P. Genovese, Executive Director
2
Attachments: 1. Original Sign Design
2. Sign Design Alternative 1
3. Sign Design Alternative 2
4. Sign Design Alternative 3
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11
COUNCIL/RDA MEETING DATE: December 7, 2004
ITEM TITLE: Consideration of Adoption of a Resolution
Approving Amendment No. 2 to Disposition and
Development Agreement Entered Into by and Between
the La Quinta Redevelopment Agency and CP
Development La Quinta, LLC to Revise the Option
Agreement Attached Thereto to Provide for Agency's
Subordination to "Repurchase Option I"
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
Adopt a Resolution approving Amendment No. 2 to the Disposition and Development
Agreement ("DDA") [Attachment 11 entered into by and between the La Quinta
Redevelopment Agency ("Agency") and CP Development La Quinta, LLC ("Developer")
to revise the Option Agreement attached thereto to provide for Agency's subordination
to "Repurchase Option I."
FISCAL IMPLICATIONS:
None.
BACKGROUND AND OVERVIEW:
Since October 2004, the Developer and Agency staff have been working to close
escrow, which would transfer the Agency's 45.0-acre property located southeast of
the intersection of Miles Avenue and Washington Street to the Developer. They will
then develop the following:
• An approximately 134-room Homewood Suites by Hilton ("Suites Hotel")
• Approximately 136 one- and two-story casitas hotel condominium units to be
rented as vacation rental units ("Casitas")
• A boutique hotel with approximately 26, 1,200 square -foot villas and a spa
("Sanctuary Villas")
• A 120,000 square -foot medical office and surgical facility comprised of three
40,000 square foot buildings ("MOB")
• Two sit-down restaurants ("Restaurants")
• 13 courtyard cluster villa homes that will be sold at market sales prices
("Villas")
• 54 one-story single-family and Courtyard Homes of which 40 will be sold at
prices affordable to moderate -income households ("Affordable Single -Family and
Courtyard Homes"), with the remaining 14 sold at market sales prices ("Market
Single -Family Homes")
• A 2.68-acre park ("Park").
The DDA entered into between the Agency and Developer includes an Option
Agreement containing three options: Repurchase Option I, which can be exercised if
the Developer fails to commence construction by specified timeframes, Repurchase
Option II, which can be exercised if the Developer fails to complete construction by
specified timeframes, and Repurchase Option III, which can be exercised if the
Developer transfers the site in a manner not permitted by the DDA. The Option
Agreement provides that the Agency will subordinate Repurchase Option II and
Repurchase Option III to the Developer's construction loan provided certain
requirements are satisfied, but does not provide for the Agency's subordination of
Repurchase Option I.
The lender who is funding the land purchase and site improvement costs will not fund
the loan unless the Agency amends the Option Agreement to subordinate Repurchase
Option I to their loan. In doing so, if a default occurred, the Agency would be required
to accommodate this lender's outstanding loan prior to repurchasing the property. The
Agency could still repurchase the property, but could not do so unilaterally. As
currently drafted, Repurchase Option I permits the Agency to unilaterally exercise the
repurchase option without the lender's approval. The repurchase options were
included in the DDA to provide additional incentives and guarantees that the Developer
would purchase the property and proceed with site development activities within the
timeframes specified in the DDA. It is unlikely these incentives and guarantees will be
diminished by this amendment, in that the timeframes will be incorporated into
documents executed between the Developer and its lender and will be enforceable by
the lender or, if waived by the lender, by the Agency.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
1. Adopt a Resolution approving Amendment No. 2 to the DDA entered into by
and between the Agency and the Developer to revise the Option Agreement
attached thereto to provide for Agency's subordination to "Repurchase
Option I"; or
2. Provide staff with alternative direction.
Respectfully submitted,
Mark Weiss, Assistant Executive Director
Approved for submission by:
(Z;)
Thomas P. Genovese, Executive Director
Attachment: 1. Amendment No. 2 to the DDA
3
RESOLUTION NO. RA 2004-
A RESOLUTION OF THE LA QUINTA REDEVELOPMENT
AGENCY APPROVING AN AMENDMENT TO THE
DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN
THE AGENCY AND CP DEVELOPMENT LA QUINTA, LLC
FOR THE PROPERTY LOCATED AT THE SOUTHEAST
CORNER OF WASHINGTON STREET AND MILES AVENUE
WHEREAS, the La Quinta Redevelopment Agency ("Agency") is a public
body, corporate and politic, organized and existing under the California Community
Redevelopment Law (Health & Safety Code Section 33000 et seq.) ("CRL"); and
WHEREAS, pursuant to the CRL, the City Council of the City of La Quinta
("City" or "City Council", as applicable) approved and adopted the Redevelopment Plan
("Redevelopment Plan") for Project Area No. 2 ("Project Area"), on November 29,
1983, by Ordinance No. 43, and amended the Redevelopment Plan on December 20,
1994, by Ordinance No. 258; and
WHEREAS, on or about December 18, 2003, the Agency entered into a
Disposition and Development Agreement ("Original Agreement") with CP Development
La Quinta, LLC, a California limited liability company ("Developer"), pursuant to which
the Agency is to convey to the Developer certain real property located within the
Project Area (the "Property") for Seven Million Fifty -Four Thousand Seventy -Four
Dollars ($7,054,074) for the Developer's subsequent development thereon of a
commercial project containing a medical office/clinic, a boutique hotel, a mid -price
suites hotel, a resort -style condomimium/casistas development, two sit-down
restaurants, and two single-family residential developments, with forty of the single-
family homes restricted for sale to moderate -income buyers at an affordable housing
cost, all as more particularly described in the Agreement (collectively, the "Project");
and
WHEREAS, on or about October 28, 2004, Agency and Developer entered
into an amendment to the Original Agreement which revised (i) certain timeframes in
the Schedule of Performance attached to the Original Agreement; (ii) certain conditions
that must be satisfied prior to the Agency's conveyance to Developer of the Property;
and (iii) the transfer and assignment provisions in the Original Agreement
("Amendment No. 1 "); and
WHEREAS, Agency staff have negotiated a second amendment to the
Original Agreement, as modified by Amendment No. 1, which would revise the Option
Agreement attached thereto as Attachment No. 14A to provide for the Agency's
agreement to subordinate "Repurchase Option I" in the same manner, and subject to
the same terms and conditions, as the Agency has agreed to subordinate "Repurchase
Option III" (as those terms are defined in the Option Agreement) in order to
accommodate Developer's acquisition and development lender; and
4
Resolution No. RA 2004-
Disposition and Development Agreement
CP Development La Quinta, LLC
Adopted: December 7, 2004
WHEREAS, Amendment No. 2 is in accordance with the Redevelopment
Plan and is of benefit to the Project Area and the City of La Quinta.
NOW, THEREFORE, BE IT RESOLVED BY THE LA QUINTA
REDEVELOPMENT AGENCY AS FOLLOWS:
1 . That the above recitals are true and correct and incorporated herein.
2. That Amendment No.2 effectuates the purposes of the Community
Redevelopment Law (Health & Safety Code Section 33000 et seq.) and of the
Redevelopment Plan and is in the best interests of the citizens of the City of La
Quinta.
3. Amendment No. 2, a copy of which is on file with the Agency Secretary, is
hereby approved. The Agency Executive Director and Agency Counsel are
hereby authorized and directed to make final modifications to Amendment No. 2
that are consistent with the substantive terms of Amendment No. 2 approved
hereby, and the Agency Executive Director is authorized to thereafter sign
Amendment No. 2 on behalf of the Agency.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the
La Quinta Redevelopment Agency held this 7tn day of December, 2004, by the
following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
TERRY HENDERSON, Agency Chair
City of La Quinta, California
Resolution No. RA 2004-
Disposition and Development Agreement
CP Development La Quinta, LLC
Adopted: December 7, 2004
ATTEST:
JUNE S. GREEK, Agency Secretary
City of La Quinta, California
APPROVED AS TO FORM:
M. KATHERINE JENSON, Agency Counsel
City of La Quinta, California
N.
ATTACHMENT 1
AMENDMENT NO. 2 TO DISPOSITION AND DEVELOPMENT AGREEMENT
THIS AMENDMENT NO. 2 TO DISPOSITION AND DEVELOPMENT
AGREEMENT ("Amendment No. 2") is made and entered into as of
, 2004 by and between LA QUINTA REDEVELOPMENT AGENCY,
a public body, corporate and politic ("Agency"), and CP DEVELOPMENT LA
QUINTA, LLC, a California limited liability company ("Developer").
RECITALS:
A. On or about December 18, 2003, the Agency and Developer entered
into that certain Disposition and Development Agreement (the "Original DDA"),
pursuant to which Agency agreed to sell to Developer, and Developer agreed to
purchase from Agency that certain real property located southeast of the Miles
Avenue and Washington Street intersection in the City of La Quinta, California
92253 (the "Property") and to construct, complete, and operate thereon a
commercial project containing a medical office/surgical facility, a development
containing sanctuary villas, a mid -price suites hotel, a resort -style
condominium/casitas development, two (2) sit-down restaurants, and two (2)
single-family residential developments, with forty (40) of the single-family homes
restricted for sale to "Eligible Buyers" at an "Affordable Housing Cost" (as those
terms are defined in the Original DDA (collectively, the "Project").
B. On or about October 28, 2004, Agency and Developer entered into
that certain Amendment No. 1 to Disposition and Development Agreement
("Amendment No. 1 ") which amended the Original DDA to revise (i) certain
timeframes in the schedule of performance attached to the Original DDA; (ii) certain
conditions that 'must be satisfied prior to the Agency's conveyance to Developer of
the Property; and (iii) the transfer and assignment provisions. The Original DDA, as
modified by Amendment No. 1, is hereinafter referred to as the "DDA".
C. Agency and Developer now wish to further amend the DDA to revise
the Option Agreement attached thereto as Attachment No. 14A (the "Original
Option Agreement") to provide for the Agency's agreement to subordinate
"Repurchase Option I" in the same manner, and subject to the same terms and
conditions, as the Agency has agreed to subordinate "Repurchase Option III" (as
those terms are defined in the Original Option Agreement) in order to accommodate
Developer's acquisition and development lender.
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AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals which are
incorporated herein by this reference and for valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. The DDA is hereby amended to replace the Original Option Agreement with
the Option Agreement attached hereto and incorporated herein as Exhibit "A".
2. Except as otherwise expressly provided in this Amendment No. 2, all of the
terms and conditions of the DDA shall remain in full force and effect.
3. In the event of any action between Agency and Developer seeking
enforcement of any of the terms and conditions to this Amendment No. 2, the
prevailing party in such action shall be awarded, in addition to damages, injunctive
or other relief, its reasonable costs and expenses, including without limitation its
expert witness fees and reasonable attorney's fees.
4. This Amendment No. 2 shall be construed according to its fair meaning and
as if prepared by both parties hereto.
5. This Amendment No. 2 shall be governed by the internal laws of the State of
California and any question arising hereunder shall be construed or determined
according to such law. The Municipal and Superior Courts of the State of
California in and for the County of Riverside, or such other appropriate court in
such county, shall have exclusive jurisdiction of any litigation between the parties
concerning this Amendment No. 2. Service of process on Agency shall be made in
accordance with California law. Service of process on Developer shall be made in
any manner permitted by California law and shall be effective whether served
inside or outside California.
6. Time is of the essence of this Amendment No. 2 and of each and every term
and provision hereof.
7. A waiver of a provision. hereof, or modification of any provision herein
contained, shall be effective only if said waiver or modification is in writing, and
signed by both Agency and Developer. No waiver of any breach or default by any
party hereto shall be considered to be a waiver of any breach or default unless
expressly provided herein or in the waiver.
8. This Amendment. No. 2 may be executed in counterparts, each of which,
when this Amendment No. 2 has been signed by all the parties hereto, shall be
deemed an original, and. such counterparts shall constitute one and the same
instrument.
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9. The person(s) executing this Amendment No. 2 on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and
existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2
on behalf of said party, (iii) by so executing this Amendment No. 2 such party is
formally bound to the provisions of this Amendment No. 2, and (iv) the entering
into this Amendment No. 2 does not violate any provision of any other agreement
to which such party is bound.
[End — Signature Page Follows]
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IN WITNESS WHEREOF, Agency and Developer each hereby represents that
it has read this Amendment No. 2, understands it, and hereby executes this
Amendment No. 2 to be effective as of the day and year first written above.
Date: , 2004
Date: , 2004
"Developer"
CP DEVELOPMENT LA QUINTA, LLC,
a California limited liability company
By: Oliphant Family Trust
Its: Member
By:
Richard Oliphant
Its: Trustee
By: Oliphant Enterprises, Inc.
Its: Manager
By:
Richard Oliphant
Its: President
"Agency"
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and
politic
Date: , 2004 By:
Agency Chair
ATTEST:
June Greek, Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By:
M. Katherine Jenson, Agency Counsel
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EXHIBIT "A"
OPTION AGREEMENT
[See Following Document #5566501
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