2007 03 06 RDA164 4 #49ha
Redevelopment Agency agendas are
available on the City' web page
@ www.la-quinta.org
REDEVELOPMENT AGENCY
AGENDA
CITY COUNCIL CHAMBERS
78-495 Calle Tampico
La Quints, California 92253
Regular Meeting
TUESDAY, MARCH 6, 2007 - 3:00 P.M.
Beginning Resolution No. RA 2007-002
C9e1��i�Z�l:1�]4
Roll Call:
Agency Board Members: Adolph, Henderson, Kirk, Sniff, and Chairman Osborne
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.
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 acquisition
of real property is considered.
1. CONFERENCE WITH THE AGENCY'S REAL PROPERTY NEGOTIATOR,
DOUGLAS R. EVANS, PURSUANT TO GOVERNMENT CODE SECTION
54956.8 CONCERNING POTENTIAL TERMS AND CONDITIONS OF
ACQUISITION AND/OR DISPOSITION OF REAL PROPERTY LOCATED
SOUTHWEST OF THE INTERSECTION OF HIGHWAY 111 AND LA QUINTA
CENTRE DRIVE. PROPERTY OWNERS/NEGOTIATOR: TORRE NISSAN,
GEORGEVALARDE. CIO
Redevelopment Agency Agenda 1 March 6, 2007
2. CONFERENCE WITH AGENCY'S REAL PROPERTY NEGOTIATOR, DOUGLAS
R. EVANS, PURSUANT TO GOVERNMENT CODE SECTION 54956.8
CONCERNING POTENTIAL TERMS AND CONDITIONS OF ACQUISITION
AND/OR DISPOSITION OF REAL PROPERTY IDENTIFIED AS APN 649-030-
016, AND -017. PROPERTY OWNERS/NEGOTIATORS: MICHAEL SHOVLIN.
RECESS TO CLOSED SESSION
RECONVENE AT 4:00 P.M.
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.
CONFIRMATION OF AGENDA
APPROVAL OF MINUTES
1. APPROVAL OF MINUTES OF FEBRUARY 20, 2007.
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 MARCH 6, 2007.
BUSINESS SESSION
1. CONSIDERATION OF THE DEMONSTRATION RANCH FENCE DESIGN AT
SILVERROCK RESORT ADJACENT TO AVENUE 54, AND ACCEPTANCE OF
PROJECT NO. 2002-07P.
A. MINUTE ORDER ACTION
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Redevelopment Agency Agenda 2 March 6, 2007
2. CONSIDERATION OF ADOPTION OF A RESOLUTION APPROVING AN.
ASSIGNMENT AND ASSUMPTION AGREEMENT AND AN EXCLUSIVE
NEGOTIATION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY
AND DESERT CITIES DEVELOPMENT, INC. FOR 19.9 ACRES OF PROPERTY
LOCATED ON HIGHWAY 111 EAST OF DUNE PALMS ROAD (APN: 649-
030-016, -017); AND APPROPRIATION OF $20,300,000 ($7,000,000
FROM THE LQRP REHABILITATION FUND, $9,000,000 FROM THE
UNAPPROPRIATED RESERVES OF THE PROJECT NO. 1 LOW AND
MODERATE INCOME HOUSING FUND, AND $4,300,000 FROM THE
PROJECT NO. 2 UNAPPROPRIATED RESERVES TO FUND LAND
ACQUISITION COSTS, SITE PLANNING, AND LEGAL AND CONSULTANT
EXPENSES).
A. RESOLUTION ACTION
STUDY SESSION - NONE
CHAIR AND BOARD MEMBERS' ITEMS - NONE
PUBLIC HEARINGS - NONE
ADJOURNMENT
Adjourn to a regularly scheduled meeting of the Redevelopment Agency to be held
on March 20, 2007, commencing with closed session at 3:00 p.m. and open
session at 4:00 p.m. in the City Council Chambers, 78-495 Calle Tampico,
La Quinta, CA 92253.
DECLARATION OF POSTING
I, Veronica Montecino, City Clerk of the City of La Quinta, do hereby declare that
the foregoing agenda for the La Quinta Redevelopment Agency meeting of March
6, 2007, 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 March 2, 2007.
D : March 2, 0
ERONICA J. ONTECINO, City Clerk I` 3
City of La Quinta, California
Redevelopment Agency Agenda 3 March 6, 2007
COUNCIL/RDA MEETING DATE: March 06, 2007
ITEM TITLE: Demand Register Dated March 06, 2007
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 March 06, 2007 of which
$1,192,636.30 represents Redevelopment Agency Expenditures.
PLEASE SEE CONSENT CALENDAR ITEM NUMBER 1 ON CITY COUNCIL AGENDA
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AGENDA CATEGORY:
COUNCIL/RDA MEETING DATE: March 6, 2007 BUSINESS SESSION:
ITEM TITLE: Consideration of the Demonstration CONSENT CALENDAR:
Ranch Fence Design at SilverRock Resort Adjacent STUDY SESSION:
to Avenue 54, and Acceptance of Project No. 2002-
07P PUBLIC HEARING:
RECOMMENDATION:
Accept the installation of the demonstration ranch fence, pilasters and gate at the
SilverRock Resort, Project No. 2002-07P, as 100% complete; authorize the City Clerk
to file a Notice of Completion with the Office of the County Recorder; authorize staff
to release retention in the amount of $ 4,485, thirty-five (35) days after the Notice of
Completion is recorded; and approve the ranch fence design for future perimeter
improvements to SilverRock Resort.
FISCAL IMPLICATIONS:
The following is a budget summary:
Budget Total
$ 45,093
Contract Award Amount
$
35,293
Contract Change Order No. 1
$
9,800
Contract Change Order No. 2 for Final Quantity Adjustment
$
(240)
Total Construction Costs
$
44,853
Amount paid to date
$
40,368
Remaining Fiscal Commitment
$
0
Retention to be Released 35 Days after Recordation
$
(4,485)
Amount Remaining to be Billed
$
0
Adequate funding is available to pay the contractor's remaining billing and retention
($4,485) for project closeout.
CHARTER CITY IMPLICATIONS:
This project is partially funded with RDA Project Area No. 1 funds. As a result, the
project was bid utilizing prevailing wage requirements. Therefore, there are no charter
city implications.
BACKGROUND AND OVERVIEW:
On June 20, 2006, the Agency directed staff to move forward with the installation of
approximately 200 linear foot sample section of grey recycled plastic perimeter fencing
with stone veneer pilasters and a gate to secure the westerly end of Avenue 54
(Attachment 1). The sample section is intended to demonstrate how the fence would
function with the multi -use trail should the Agency choose to construct a fence around
the entire SilverRock Resort perimeter.
Staff identified the specific area to be secured by the new sample section of fencing
and received a proposal from Eagle One Products in the amount of $35,293 to install
the required fencing, pilasters and gate.
On October 3, 2006 the Agency approved a contract in the amount of $35,293 with
Eagle One Products to install the ranch fence at SilverRock Resort adjacent to Avenue
54, Project No. 2002-07P.
On November 3, 2006, a Notice to Proceed was issued with a 60 working day
contract completion time starting November 13, 2006, and ending on February 8,
2007. The project was deemed substantially complete on February 1, 2007 with 55
working days utilized.
In order to properly secure the area, staff recommended, and the City Manager
approved, Change Order No. 1 in the amount of $9,800 directing the contractor to
install an additional 60 feet of recycled fence and one additional pilaster to connect to
an existing block wall. Contract Change Order No. 2 allowed for the adjustment of the
actual final quantities installed versus the contract amount which resulted in a
decrease in the project cost of $240.
The project's construction effort is now deemed to be 100% complete and is in
compliance with the plans and specifications. Prior to filing the Notice of Completion,
staff must receive authorization from the Agency to approve this project as 100%
complete and authorize the City Clerk to file a Notice of Completion.
Staff also seeks approval of the ranch fence as designed in order to incorporate this
fence into the future development of SilverRock Resort (Attachment 2). If approved
staff anticipates the ranch fence would be constructed with the Jefferson Street
entrance improvements for the future resort hotel.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency include:
1 Accept the installation of the demonstration ranch fence, pilasters and gate at
the SilverRock Resort, Project No. 2002-07P as 100% 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 $ 4,485,
thirty-five days (35) after the Notice of Completion is recorded and approve the
ranch fence design for future perimeter improvements to SilverRock Resort; or
2 Do not accept the installation of the demonstration ranch fence, pilasters and
gate at the SilverRock Resort, Project No. 2002-07P as 100% complete; do not
authorize the City Clerk to file a Notice of Completion with the Office of the
County Recorder; do not authorize the City Clerk to file a Notice of Completion
with the Office of the County Recorder; do not authorize staff to release
retention in the amount of $ 4,485, thirty-five (35) days after the Notice of
Completion is recorded; and, do not approve the ranch fence design for future
perimeter improvements to SilverRock Resort; or
3 Provide staff with alternative direction.
Respectfully submitted,
moth . Jo
Public Works rector/ City Engineer
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachment: 1. Vicinity Map
2. Ranch Fence Photos
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PROJECT LOCATION
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Attachment 1
SILVERROCK DEMONSTRATION FENCE
VICINITY MAP
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Attachment 2
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Attachment 2
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COUNCIL/RDA MEETING DATE: March 6, 2007
ITEM TITLE: Consideration of Adoption of a Resolution of
the Redevelopment Agency Approving an Assignment and
Assignment and Assumption Agreement and an Exclusive
Negotiation Agreement Between the Redevelopment
Agency and Desert Cities Development, Inc. for
Approximately 19.9 Acres of Property Located on Highway
1 1 1 East of Dune Palms Road (APN 649-030-016, -017);
and Appropriation of $20,300,000 ($7,000,000 from the
LQRP Rehabilitation Fund, $9,000,000 From the
Unappropriated Reserves of the Project No. 1 Low- and
Moderate -Income Housing Fund, and $4,300,000 from the
Project N. 2 Unappropriated Reserves to Fund Land
Acquisition Costs, Site Planning, and Legal and Consultant
Expenses)
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
Adopt a Resolution of the Redevelopment Agency approving an Assignment and
Assumption Agreement (Attachment 1) and an Exclusive Negotiation Agreement
(Attachment 2) with Desert Cities Development, Inc., and appropriate $20,300,000;
$7,000,000 from the LQRP Rehabilitation Fund and $9,000,000 from the
unappropriated reserves of the Project No. 1 Low- and Moderate Income Housing
Fund, and $4,300,000 from the Project No. 2 unappropriated reserves to fund land
acquisition costs, site planning, and legal and consultant expenses.
FISCAL IMPLICATIONS:
Purchasing this property will result in the expenditure of $20,300,000 of Low- and
Moderate -Income Housing funds. Facilitating the development of affordable housing
on this property will require additional Housing Fund revenue expenditures; this amount
will not be known until the development has been designed.
BACKGROUND AND OVERVIEW:
The La Quinta Redevelopment Agency continues to implement its affordable housing
mandates by purchasing property and subsequently working with the local
011
development community to design and develop affordable residential communities. Per
the California Community Redevelopment Law, the Agency must insure that at least
15% of all privately developed residential dwellings in both of the Agency's
Redevelopment Project Areas are affordable to very low-, low- and moderate -income
households. Of this amount, at least 40% must be affordable to very low-income
households. Private sector residential development within the Agency's Project Areas
has generated the need to secure 1,994 affordable dwellings by 2036, of which 798
must be affordable to very low-income households. Since 1994, the Agency has
secured 1,173 dwellings of which 496 are affordable to very low-income households.
Assignment and Assumption Agreement. The Assignment and Assumption Agreement
allows the Agency to assume the Purchase and Sale Agreement that Michael Shovlin
has entered into with Lou and Anne Mazzella. The Purchase and Sale Agreement
facilitates the acquisition of a 19.9 acre property for a price of $23.50 per square foot
of land area or $23,370,834. The subject property is located south of Highway 111,
west of the Costco center. Mr. Shovlin secured this agreement and then approached
the Agency regarding assuming the agreement. Prior to concluding the Purchase and
Sale Agreement, Mr. Shovlin negotiated a settlement of pending litigation that placed a
cloud on title. This settlement, which was confirmed by Agency legal counsel,
eliminates this cloud and the property can now be sold free and clear of all prior liens
(a Preliminary Title Report from Commonwealth Land Title Company, dated January
30, 2007, confirms that all liens resulting from prior litigation have been removed from
title).
Since 2003, the Agency has been considering this property for affordable housing
development. The rational is that its location, permitted densities and adjacency to
Highway 1 1 1 services makes it suitable for multi -family family rental housing. In June
2006, the Agency initiated acquisition negotiations; however, the pending litigation
precluded the Agency from consummating a purchase. Mr. Shovlin initiated
negotiations thereafter, and was successful at resolving the pending litigation. He then
approached the Agency regarding interest in jointly planning and subsequently
developing affordable housing.
Staff reviewed title information and hazardous materials studies which demonstrated
that the property was free and clear of liens and hazardous substances. Staff also
reviewed the $23.50 asking price with a MAI appraiser, Michael Scarcella. Mr.
Scarcella indicated that this value was justified for Highway 1 1 1 property due to the
limited amount of land in the Highway 1 1 1 corridor, and La Quinta in general. Further,
surveys of the Agency's two Redevelopment Project Areas surfaced limited vacant
land resources for residential development. Finally, staff did negotiate a $.50 per
square foot land value reduction for a final sales price of $20,006,759.52.
Assuming this Agreement does come with some risks, the agreement provides that the
Agency would purchase this property in an "as is" condition. If after closing, the
Agency discovers title issues or hazardous materials that were not discovered prior to
closing, the Agency would not have recourse against the seller. These provision are
02
1
similar to those the Agency includes in its land sale agreements. While this risk
shifting may be significant if title or hazardous materials issues surface after closing,
Commonwealth Title has provided a report showing that there are no pending liens or
litigation. Further, Earth Systems (a soils and hazardous materials consultant that the
Agency has used for prior site investigations) has issued a Phase 2 site investigation
that concluded that no further investigation was necessary, and the trace amounts of
agricultural chemicals that were found were well below levels of significance.
Exclusive Negotiation Agreement. Mr. Shovlin desires to develop affordable housing
on this property. In order to determine the scope and cost, staff is recommending that
the Agency consider the attached Exclusive Negotiation Agreement. This document
provides that the Agency would exclusively negotiate with Mr. Shovlin for 120 days;
the first 60 days would entail undertaking a site planning process wherein a site
development program, development budget and funding responsibilities would be
generated. If the accepted by the Agency Board, a second 60 day period would
commence wherein both parties would negotiate and structure a disposition and
development agreement.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
1 . Adopt a Resolution of the Redevelopment Agency approving an Assignment and
Assumption Agreement and an Exclusive Negotiation Agreement with Desert
Cities Development, Inc., and appropriate $20,300,000; $7,000,000 from the
LQRP Rehabilitation Fund and $9,000,000 from the unappropriated reserves of
the Agency's Project No. 1 Low- and Moderate -Income Housing Fund, and
$4,300,000 from the Agency's Project No. 2 unappropriated reserves to fund
land acquisition costs, site planning, and legal and consultant expenses; or
2. Do not approve an Assignment and Assumption Agreement and an Exclusive
Negotiation Agreement with Desert Cities Development, Inc., and do not
appropriate $20,300,000 for land acquisition costs, site planning, and legal
and consultant expenses; or
3. Provide staff with alternative direction.
Respectfully submitted,
Dou as R. E ns
Community evelopment Director 013
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachments: 1. Assignment and Assumption Agreement
2. Exclusive Negotiation Agreement
ar4
RESOLUTION RA NO. 2007-
A RESOLUTION OF THE LA QUINTA REDEVELOPMENT
AGENCY APPROVING AN ASSIGNMENT AND
ASSUMPTION OF AGREEMENT FOR PURCHASE AND
SALE AND ESCROW ,INSTRUCTIONS, AND FIRST
AMENDMENT TO AGREEMENT FOR PURCHASE AND
SALE AND ESCROW INSTRUCTIONS BY AND AMONG
DESERT CITIES DEVELOPMENT, INC. AND ANNE J.
MAZZELLA, AND AN EXCLUSIVE NEGOTIATION
AGREEMENT BY AND BETWEEN THE AGENCY AND THE
DESERT CITIES DEVELOPMENT, INC. FOR THE
AGENCY'S PURCHASE OF APPROXIMATELY 19.9
ACRES OF REAL PROPERTY FOR AFFORDABLE
HOUSING PURPOSES
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXCLUSIVE NEGOTIATION AGREEMENT
DESERT CITIES DEVELOPMENT, INC.
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 May 16, 1989, by Ordinance No. 139; and
WHEREAS, a fundamental purpose of the CRL is to expand the supply
of low- and moderate -income housing (Health & Saf. Code, § 33071); and
WHEREAS, the Agency staff has negotiated an Assignment and
Assumption of Agreement for Purchase and Sale and Escrow Instructions and First
Amendment to Agreement for Purchase and Sale for Purchase and Sale and Escrow
Instructions ("Agreement") by and among Desert Cities Development, Inc.
("Assignee") and Anne J. Mazzella ("Seller"), for the Agency's purchase of
approximately 19.9 acres of real property located on the south side of Highway
111 east of Dune Palms Road in La Quinta Redevelopment Project Area No. 2
("Property"), for Twenty Million Six Thousand Seven Hundred and Fifty -Nine
Dollars and Fifty -Two Cents ($20,006,759.52); and
WHEREAS, the Agency staff has negotiated an Exclusive Negotiation
Agreement ("ENA") with Assignee to undertake site planning activities, and to
endeavor to structure an affordable housing development and a Disposition and
Development Agreement involving the Property; and OI 5
Resolution RA No. 2007-
Assignment and Assumption Agreement
Exclusive Negotiation Agreement
Desert Cities Development, Inc.
March 6, 2007
WHEREAS, the Agreement and the ENA 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:
Section 1. That the above recitals are true and correct and incorporated
herein.
Section 2. The Agreement and the ENA, copies of which are on file with the
Agency Secretary, are hereby approved. The Agency Executive Director and
Agency Counsel are hereby authorized and directed to make final modifications to
the Agreement and the ENA that are consistent with the substantive terms
approved hereby, and the Agency Executive Director is authorized to thereafter
sign the Agreement and the ENA on behalf of the Agency.
Section 3. The Agency Executive Director is authorized and directed, on
behalf of the Agency, to (i) sign such other and further documents, including but
not limited to escrow instructions that require the Agency's signature, and (ii) take
such other and further actions, as may be necessary and proper to carry out the
terms of the Agreement.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the La
Quinta Redevelopment Agency held this 6th day of March, 2007 by the following
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
LEE M. OSBORNE, Agency Chair
City of La Quinta, California`
882/015610-0047
74IN1.01 a03/02/07 -2-
Resolution RA No. 2007-
Assignment and Assumption Agreement
Exclusive Negotiation Agreement
Desert Cities Development, Inc.
March 6, 2007
ATTEST:
VERONICA J. MONTECINO, CMC, Secretary
La Quinta Redevelopment Agency
APPROVED AS TO FORM:
M. KATHERINE JENSON, Agency Counsel
La Quinta Redevelopment Agency
f
®1v
882/015610-0047
741041.01 a03/02/07 -3-
019
ATTACHMENT #1
ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR PURCHASE AND SALE AND
ESCROW INSTRUCTIONS
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE AND
ESCROW INSTRUCTIONS
THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR PURCHASE
AND SALE AND ESCROW INSTRUCTIONS & FIRST AMENDMENT TO AGREEMENT
FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS ("Assignment &
Amendment") is entered into to be effective as of March _, 2007 ("Effective Date"), by and
among Desert Cities Development, Inc., a California corporation ("Assignor"), the La Quinta
Redevelopment Agency, a public body, corporate and politic ("Assignee") and Anne J. Mazzella
("Seller").
RECITALS
A. Assignor, as "Buyer," and Seller have entered into that certain Agreement for
Purchase and Sale and Escrow Instructions dated as of December 1, 2006 (the "Agreement"),
pursuant to which Seller agrees to sell to Assignor and Assignor agrees to purchase from Seller
certain real property consisting of approximately 19.9 acres or real property located in the City of
La Quinta, County of Riverside, State of California, as more particularly described in the
Agreement. Capitalized terms that are otherwise not defined in this Assignment & Amendment
shall have the meaning attributed to them in the Agreement.
B. Assignee and the City of La Quinta ("City") have the power of eminent domain.
Assignee and City desire to develop the Property for, among other things, very low, low and
moderate income housing and commercial uses. Assignee is seeking the cooperation of Assignor
and Seller to allow Assignee to acquire the Property for such development purposes and
Assignor and Seller have agreed to accommodate Assignee's request to avoid condemnation
proceedings relating to the Property.
C. As part of the plans for improvement of a public highway abutting the Property,
the City, after Buyer and Seller were already in Escrow, sought a portion of the Property be
dedicated (the "Dedication") to the City to facilitate highway improvements. The City, Buyer
and Seller resolved to approach the Dedication through the means of a charitable land donation
by Seller to the City, a tax exempt entity, to enable Seller to receive a tax deduction on Seller's
income tax return.
D. Assignor desires to assign to Assignee and Assignee desires to assume all of
Assignor's rights and obligations under the Agreement. Additionally, Assignor and Assignee
desire to provide payment to Assignor to reimburse it for (i) the Deposit and (ii) certain. other
expenses incurred by Assignor in connection with its performance under the Agreement, ,
E. Additionally, Assignee and Seller desire to amend the Agreement as provided in
this Assignment & Amendment.
NOW THEREFORE, the parties agree as follows: 010
2156/015610-0047
78996901 a03/01/07
OC/234690 1
ASSIGNMENT
1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and
interests and delegates to Assignee all of its duties and obligations under the Agreement. To
evidence Assignee's acknowledgement to all duties and obligations under the Agreement,
Assignee shall initial each and every page of a copy of the fully executed Agreement (attached
hereto as Exhibit "A') and forward same to Seller within seven (7) days of the execution of this
Assignment & Amendment. All references to Buyer in the Agreement and in this Assignment &
Amendment going forward after the Effective Date of this Assignment & Amendment shall
mean the La Quinta Redevelopment Agency, unless referred to as Assignor. Except as expressly
set forth in the First Amendment provisions of this Assignment & Amendment, the provisions of
the Agreement shall prevail.
2. Assumption. Assignee hereby accepts the foregoing assignment and assumes and
agrees to timely keep, perform and discharge all of the duties and obligations of Assignor under
the Agreement.
3. Insurance. To the extent Assignee or any Consultants of Assignee will be
entering the Property to inspect or otherwise form an Assessment, Assignee and any such
Consultants shall in particular keep, observe and maintain all of the obligations under Section
2.2.2 including providing Seller with evidence of insurance prior to such entry pursuant to the
provisions of the Agreement.
4. Notification of Seller and Third Parties and Conformity of Agreement Exhibits:
Pursuant to Section 16.1 of the Agreement, this provision constitutes Seller's notice of
assignment. Asssignee shall promptly transmit fully executed copies of this Assignment to the
Escrow Holder (as defined in the Agreement) and all exhibits contained in the Agreement shall
be conformed to reflect the assignment effected in this Assignment. Contact information for the
purpose of notices under Section 16.4 the Agreement shall be as follows:
2156/015610-0047
78996901 a03/01/07
To Seller: Anne J. Mazzella
104 South Newport Drive
Napa, California 94559
Facsimile: (707) 259-0773
Copy to: Bingham McCuthen LLP
Plaza Tower
600 Anton Boulevard, 18th Floor
Costa Mesa, CA 92626
Attn: Geoffrey K. Wills, Esq.
Facsimile: (714) 830-0720
To Buyer: La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
Facsimile No.: (760) 777-7107
-2-
OC234690 1
With Copy to: Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92628-1950
Attn: M. Katherine Jenson, Esq.
Michael R.W. Houston, Esq.
Facsimile No.: (714) 546-9035
5. Reimbursement of Certain Expenses. Within twenty (20) days of the full
execution of this Assignment & Amendment, Assignee shall reimburse Assignor for (i) the
Deposit and (ii) certain other expenses incurred by Assignor in connection with its performance
under the Agreement. The amount paid by Assignee to reimburse Assignor shall be
6. Dedication Obligations. Within twenty-eight (28) days of the full execution of
this Assignment & Amendment, Seller shall receive from Assignee, Assignor or the City (or any
combination thereof) a letter of opinion from a qualified independent appraiser to Seller relating
to the Dedication reflecting an estimated value of the Dedication. Seller shall pay the cost for
said appraisal opinion letter upon receipt of appraiser's invoice for said service. Assignee and
Assignor shall work with the City in cooperation with Seller at no liability to Assignee, Assignor
or the City, by arranging for the City to execute and acknowledge receipt of the Dedication as a
donation from Seller in Part IV (donee acknowledgement) of Internal Revenue Form 8283 (Non -
Cash Charitable Contributions) attached hereto as Exhibit `B", and arranging for the City to
provide any other tax -related forms or documents reasonably requested by Seller relating to the
Dedication. Although the City is not a signatory hereto, Seller's willingness to enter into this
Assignment & Amendment, is conditioned, among other things, Assignor's and Assignee's
representations to Seller that Assignee and Assignor can work with the City to make
commercially reasonable efforts to satisfy all of Seller's needs and requirements relating to
Seller's tax deduction for the Dedication and receiving in a timely and prompt manner any
executed documents by the City needed by Seller in addition to Form 8283 and the appraisal
opinion letter relating to the deduction for the Dedication.
7. Inurement. This Assignment & Amendment shall inure to the benefit of Assignor
and Assignee, and their respective successors, heirs, and successors -in -interest.
FIRST AMENDMENT
8. Purchase Price. Section 1.1 of the Agreement is modified as follows: The
Purchase Price for the Property shall be TWENTY MILLION SIX THOUSAND SEVEN
HUNDRED AND FIFTY-NINE DOLLARS AND FIFTY-TWO CENTS ($20,006,759.52).
9. Environmental Condition, Confidentiality. Section 2.2.1 is hereby amended by
inserting "except as" in the third full sentence at the top of page 6 of the Agreement such that
this sentence shall now read as follows (with additional language being shown in underline):
2156/015610-0047
789969.01 a03/O1/07
All information acquired as a result of Buyer's investigation,
evaluation, negotiation and Assessment of the Property and all i
7
-3-
W
rOMPAIRM111
communications with the Seller regarding the purchase of the
Property shall be held confidential exce t as required by law.
10. Buyer's Obligations. Section 5.1.1 of the Agreement is hereby deleted in its
entirety and is replaced with the following:
5.1.1 the Purchase Price, less the Deposit, less the Seller
Financed Amount (if applicable), in full compliance with
Section 1.4 by the deadline in Section 1.4 and not the deadline in
Section 5.1.
11. Release. The following provisions are deleted in their entirety from
Section 11.9.1 of the Agreement: The last sentence in the third paragraph, the fourth paragraph
(the bold capitalized language).
12. Default. The second paragraph of Section 16.22 (Default) of the Agreement is
deleted in its entirety and is replaced with the following:
IF BUYER DEFAULTS HEREUNDER, SELLER MAY
TERMINATE THIS AGREEMENT BY GIVING WRITTEN
NOTICE TO BUYER AND ANY DEPOSIT OR TOTAL
DEPOSIT SHALL BE PAID TO SELLER, WHO SHALL BE
ENTITLED TO RECEIVE AND RETAIN THE SAME AS
AND FOR LIQUIDATED DAMAGES; AND THIS
AGREEMENT SHALL THEREUPON BECOME NULL AND
VOID, IT BEING THE UNDERSTANDING AND
AGREEMENT OF THE PARTIES THAT THE ACTUAL
DAMAGES SUSTAINED BY THE SELLER IN THE EVENT
OF BUYER'S DEFAULT ARE DIFFICULT, IF NOT
IMPOSSIBLE, TO ASCERTAIN AND THAT SUCH
LIQUIDATED DAMAGES ARE FAIR AND EQUITABLE.
IT IS AGREED THAT SAID LIQUIDATED DAMAGES ARE
THE SELLER'S EXCLUSIVE REMEDY FOR BUYER'S
FAILURE TO PERFORM ANY OF ITS OBLIGATIONS
UNDER THIS AGREEMENT.
Seller Initials Buyer Initials
13. 1033 Treatment. The following provision is hereby added as Section 16.27 of the
Agreement:
2156/015610-0047
789969.01 a03/01/07
16.27 Tax Deferral Pursuant to 1033 Exchange. Buyer and the
City have the power of eminent domain and the Buyer is permitted
to use low and moderate income housing funds to acquire this
Property. In the event Seller had determined not to sell the
Property to Buyer, staff for Buyer and the City would have
recommended to the Board of Directors of Buyer or to the City
I•m
OC234690.1
Council of the City that Buyer and/or the City, after providing
notice to Seller and holding a hearing as required by applicable
law, consider adopting a resolution of necessity and thereafter
commencing proceedings to acquire the Property by the exercise of
its power of eminent domain. Within seven (7) days of the full
execution of this Assignment & Amendment, Buyer shall provide a
letter from the City and/or Buyer relating to the threatened
condemnation to substantiate Seller's eminent domain claim.
It is the intent of Buyer to have this acquisition completed as a tax
deferred exchange pursuant to Sections 1031 or 1033 of the
Internal Revenue Code of 1986, as amended, and Section 18662 of
the California Revenue and Taxation Code.
Seller may desire to defer the payment of taxes on any gain made
in said sale of Property by purchasing similar replacement property
and reducing the basis of the replacement property by any gain
made by the sale of the Property under Section 1033 of the Internal
Revenue Code of 1986. Seller intends to prepare and file Internal
Revenue Service Form 4797. In the event that further
documentation or other action may be required in order tQ
effectuate the claim, Buyer agrees to cooperate to the extent
permitted by law with Seller by taking such proper action as may
be necessary. In so cooperating, Buyer shall in no event be
responsible for, or in any way guarantee, the tax consequences of
Seller's 1033 claim.
Because it is the intent of Buyer to have this acquisition completed
pursuant to Section 18662 of the California Revenue and Taxation
Code, Seller will seek exemption from the requirement that 3 1/3
percent of the total Purchase Price be withheld from Seller for the
payment of California income tax on any gain made in the sale of
the Property under Section 18662. In accordance with the
recording requirements, Seller will execute a Withholding
Exemption Certificate (California Form 593-C ) and an Affidavit
declaring that the sale was made in consideration of the use of
condemnation. These documents shall be provided to Escrow
Agent prior to the Close of Escrow in order to prevent the
California withholding, and shall be retained in the Seller's records
thereafter.
Buyer agrees in each such event to cooperate with Seller and any
other involved investor parties in order to effectuate such an
exchange or exchanges. Buyer's agreement to cooperate to effect
any such exchange or exchanges shall not require Buyer to incur
any cost, expense or liability or acquire title to any property as a
consequence of such cooperation. O nJ
2156/01561M047 _
789969.01 a03/01/07 -5
OC234690.1
In no event shall any such exchange transaction delay the Close of
Escrow as contemplated in this Agreement. Notwithstanding the
foregoing, Buyer makes no representation, warranty, or guaranty to
Seller or to any other person, firm, or entity concerning the tax
treatment by any taxing authority, including but not limited to, the
Internal Revenue Service, of the conveyance of Seller's real
property to Buyer, including the tax treatment and tax
consequences of an acquisition under the threat of condemnation.
Seller acknowledges that Buyer is not providing tax advice to
Seller or to any person, firm, or entity and Seller further
acknowledges and agrees that Seller must consult Seller's own tax
advisor concerning the tax treatment, tax implications, and tax
consequences of the sale of Seller's real property to Buyer.
14. Legal Description; Permitted Exception: Buyer
acknowledges the conveyance and easement described in the
instruments attached to this Assignment & Amendment as Exhibit
"C" and agrees that the Property shall not include the real property
conveyed by the deed in Exhibit "C", and title to the Property shall
be conveyed and accepted subject to the easement in Exhibit "C".
15. Effect of Amendment. Except as specifically set forth herein, the Agreement
shall continue in full force and effect as previously written.
GENERAL PROVISIONS
16. Governing Law. This Assignment & Amendment shall be governed by and
construed in accordance with the laws of the State of California.
17. Counterparts; Facsimile Delivery. This Assignment & Amendment may be
executed in counterparts which, when taken together, shall constitute a fully executed original.
Signatures may be delivered by facsimile which shall be binding upon the parties as if they were
originals.
IN WITNESS WHEREOF, the parties have executed this Assignment &
Amendment as of the day and year first above written.
2156/015610-0047
78996901 a03/01/07
In
024
OC/234690.1
2156/015610-0047
789969.01 a03/01/07
"ASSIGNOR'
DESERT CITIES DEVELOPMENT, INC.,
a California corporation
[Signatures continued on next page]
-7-
025
OCR34690 l
ATTEST:
Veronica Montecino, Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By:
M. Katherine Jenson, Agency Counsel
2156/015610-0047
789969 01 a03/01/07
"ASSIGNEE"
LA QUINTA REDEVELOPMENT AGENCY, a
public body, corporate and politic
W
Agency Executive Director
"Seller"
ANNE J. MAZZELLA
G�➢
026
OC/234690 1
21561015610-0047
789969 01 a03/01/07
Exhibit "A"
Purchase Agreement
602
0'7
OC/234690.1
Exhibit `B"
Intemal Revenue Form 8283 (Non -Cash Charitable Contributions)
028
2156/015610-0047 -10-
789969.01 a03/01107
OC/234690 1
ATTACHMENT 2
EXCLUSIVE NEGOTIATION AGREEMENT
Desert Cities Development, Inc.
THIS EXCLUSIVE NEGOTIATION AGREEMENT ("Agreement") is entered into this
day of March, 2007, by and between the LA QUINTA REDEVELOPMENT AGENCY,
a public body, corporate and politic ("Agency"), and DESERT CITIES DEVELOPMENT, INC.,
a California corporation ("Developer"), on the terms and provisions set forth below.
RECITALS
WHEREAS, in May 16, 1989, the City Council of the City of La Quinta approved and
adopted the Redevelopment Plan for Project No. 2 by Ordinance No. 189 ("Redevelopment
Plan") establishing the La Quinta Redevelopment Project Area No. 2 ("Project Area"); and
WHEREAS, Agency owns approximately 19.9 acres located on Highway I I I in the City
of La Quinta, County of Riverside, State of California, as further depicted on Exhibit A attached
hereto (the "19.9 Acre Property"); and
WHEREAS the parties contemplate that the Agency will, separate and apart from the
obligations or rights imposed by this Agreement and at its sole cost and expense, work to resolve
secondary access issues relating to the adjacent Costco site and cause a lot line adjustment
(subject to any requirements under California law including, without limitation, provisions of the
California Subdivision Map Act [Govt. Code § 66410 et seq.] and the California Environmental
Quality Act [Pub. Res. Code § 21000 et seq.] ("CEQA")), the result of which will be that the
19.9 Acre Property will be divided into two parcels: (1) a parcel consisting of approximately 8.98
acres (the "Remainder Parcel") and (2) a parcel consisting of approximately 10.99 acres (the
"Site"); and
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WHEREAS, Developer is interested in leasing the Site from Agency and developing
thereon an approximately 220-unit, multi -family affordable housing development with dwelling
units rented, at affordable housing costs, to very low and low income family households, it being
contemplated that approximately 50% of the units will be in the very low income affordability
range and approximately 50% of the units will be in the low income affordability range
("Project'); and
WHEREAS, the Agency and Developer will need to cooperate in preparing the Master
Site Plan (defined below) as part of the process envisioned by this Agreement; provided,
however, that this Agreement shall not obligate the Agency to grant any rights to Developer with
respect to the Remainder Parcel and the development of the Remainder Parcel is not a part of this
Agreement; and
WHEREAS, Agency and Developer desire to enter into this Agreement to initiate
exclusive negotiations for up to one hundred twenty (120) days ("Negotiation Period") for the
purposes of (i) working with the Agency to prepare a Master Site Plan (defined below) for the
19.9 Acre Property, (ii) undertaking due diligence activities regarding the Project; (iii) facilitating
a preliminary design of the Project; (iv) establishing preliminary Project development
responsibilities (including a preliminary Project development schedule and financial parameters);
(v) setting the Site real property lease ("Lease") terms and attempting to negotiate and finalize
the Lease; and (vi) attempting to negotiate and finalize a disposition and development agreement
("DDA") and other documents relating to the development of affordable housing on the Site.
NOW, THEREFORE, in consideration of the recitals and mutual covenants and
conditions contained herein, the parties hereto agree as follows:
030
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1. SITE
The Site constitutes the real property that is the subject of this Agreement. The
Remainder Parcel is not part of this Agreement. The Site is approximately 10.99 acres in size
and is located on Highway ill, between Dune Palms Road and Jefferson Avenue, in Project
Area No. 2. The Site is depicted on Exhibit B, which is attached hereto and incorporated herein
by this reference.
11. NEGOTIATION PERIOD
A. Negotiation Period
The negotiation period shall commence upon the date Agency executes this Agreement,
which commencement date shall be inserted into the preamble to this Agreement (the
"Commencement Date'), and shall end on the date that is one hundred twenty (120) days
following the Commencement Date (the "End Date"), unless earlier terminated or extended
pursuant to the terms of this Agreement ("Negotiation Period"). This Agreement shall
automatically terminate as of the End Date unless extended pursuant to the terms of the
Agreement.
B. Due Diligence/Site Plan Development
During the. first sixty (60) days of the Negotiation Period (the "First Due Diligence
Period"), the parties agree to negotiate in good faith, to conduct due diligence activities and to
formulate the schematic design plan for development of the Project (the "Site Plan") as well as a
master site plan for the entire 19.9 Acre Property (the "Master Site Plan"). The Site Plan shall
include and delineate the following conceptual elements on a preliminary design basis:
1. The type, scope and size of the Project;
2. The type, number and size of the dwelling units;
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790114 04 a03/02/07 _3
3. The building configuration(s), ingress/egress points, on- and off -site
parking areas, open space areas, and building exterior elevations;
4. The Project's relationships with the surrounding uses, including its
relationship with the Master Site Plan;
5. Required on- and off -site infrastructure improvements;
6. Project infrastructure, and state and local regulatory requirement costs;
7. The number of units that will be affordable to very low and low income
family households, it being agreed that the Project shall include
approximately 220 units, of which approximately 50% will be affordable
to low income households and approximately 50% will be affordable to
very low income households;
8. Funding responsibilities and sources for development of the Project;
9. The parties/entities responsible for Project development activities; and
10. A Project development schedule.
Developer shall promptly select an architect to work on the design of the Project. The
Agency shall participate in the selection and the architect's selection shall be subject to the
Agency's prior approval which shall not be unreasonably withheld, delayed or conditioned.
During the First Due Diligence Period, Agency and Developer, as applicable, shall
conduct their respective due diligence activities, including but not limited to the following:
1. Developer shall evaluate the Site and surrounding areas and prepare site
plan options, a preliminary development program, and building exterior
elevations for Agency consideration;
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2156/015610-0047 _
790114 04 a03/02/07 -4
2. Developer shall prepare and submit a tentative Project development
schedule for Agency consideration
3. Developer shall prepare and submit Project development and operations
pro formas for the preferred Site Plan that identify estimated indirect and
direct Project development costs, anticipated affordable housing rent
levels, estimated Project revenue based upon the anticipated affordable
housing rent levels, and estimated Project operating expenses including the
anticipated Site lease payment cost;
4. Developer shall prepare and submit Project development financing options
and provide projected sources of equity and financing for the development
and operation of the Project;
5. Developer shall conduct a workshop that is advertised and open to the
public to solicit community and Agency staff input on Project design
configurations and parameters, and to review Developer generated design
concepts;
6. Agency shall provide Developer will all reports, plans and information
Agency or the City of La Quinta ("City") may have for the 19.9 Acre
Property, however, neither Agency nor City will guarantee the accuracy of
said documents;
7. Developer shall review preliminary title report information for the Site;
8. Developer shall conduct other due diligence activities as necessary to
determine whether or not the Site can accommodate the Project. In
conjunction therewith, Developer and its consultants and agents shall have
033
2156/015610-0047 _
790114 04 a03/02/07 _5
the right to enter upon the Site to conduct tests, studies, and investigations
pursuant to an Early Entry Agreement, the form of which is attached
hereto and incorporated herein as Exhibit C.
If, at the end of the First Due Diligence Period, Agency's Board of [Directors] ("Agency
Board") has not accepted the Site Plan and Developer's financing proposal for the Project, this
Agreement shall automatically terminate without notice, unless the time for Developer's
performance is extended in writing by Agency Executive Director, in his or her sole and absolute
discretion (and with Developer's written agreement to the extension), pursuant to Section VIHQ
of this Agreement, the parties hereto mutually agree, each in their sole and absolute discretion, to
extend the First Due Diligence Period and the Negotiation Period.
C. DDA/Environmental Review/Entitlements
If the Site Plan and Developer's proposed financing are accepted by the Agency Board
prior to the close of the First Due Diligence Period, then Agency agrees to negotiate exclusively
with Developer for the remaining sixty (60) days of the Negotiation Period (the "Second Due
Diligence Period") to negotiate and attempt to finalize the DDA, the Lease and any related
affordable housing agreements and to prepare any required environmental documentation. Both
parties understand that this ENA may need to be subsequently amended to extend the term in
order to accommodate the environmental assessments for project entitlements.
If, at the close of the Negotiation Period, Developer has not executed and submitted a
DDA to Agency, this Agreement shall automatically terminate without notice, unless the time for
Developer's performance is extended in writing by Agency Executive Director, in his or her sole
and absolute discretion (and with Developer's written agreement to the extension), pursuant to
034
2156/015610-0047
790114.04 a03/02107 _6
Section VIIIQ of this Agreement, the parties mutually agree, each in their sole and absolute
discretion, to extend the Second Due Diligence Period and the Negotiation Period.
D. Submittal of DDA to Agency Board and City Council
Upon submittal of the executed DDA by the Developer to Agency, the Negotiation Period
shall be extended for an additional sixty (60) days ("Third Due Diligence Period") to enable
Agency and the City to notice and conduct a public hearing pursuant to Section 33433 of the
California Health and Safety Code on the DDA.
E. Exclusivity of Negotiations
Agency agrees that during the Negotiation Period, Agency shall not negotiate or enter into
an agreement with any other person or entity regarding development of the Site. During the
Negotiation Period, Developer agrees that it will commit the financial and time resources
required to conduct and complete the activities outlined in this Agreement.
The obligation to negotiate in good faith requires the respective parties to communicate
with each other regarding issues for which agreement has not been reached, and in such
communication to follow reasonable negotiation procedures, including meetings, telephone
conversations, and correspondence. The parties understand that final accord on all issues may
not be reached. It is also understood that (i) neither party is under any obligation to reach
agreement on the DDA or Lease, and (ii) Agency and Developer each reserves the right to
approve or reject a DDA or Lease, the Project, or any disposition of the Site, as set forth in this
Agreement.
F. Agency and Developer Obligations
During the Negotiation Period Agency and Developer obligations shall include, but not
be limited to, the following:
2156/015610-0047 v
790114 04 a03/02/07 _'�
1. Agency Obligations
a. Provide the Developer with documents in Agency's possession that
would assist the Developer with the due diligence activities
described in this Agreement;
b. Upon acceptance of the Site Plan and verification of Developer
financial ability to lease the Site and develop the Project, prepare
and attempt to finalize a DDA. Developer's financial ability may
be established with evidence of the financial strength or credit
standing of its principals, and if based on the credit standing of its
principals, on the availability of appropriate financing;
C. Provide the Developer with timely and reasonable responses from
the Agency staff, and use reasonable efforts to cause City staff and
associated City departments reviewing the Developer's Site Plan to
provide timely and reasonable responses;
d. Provide the Developer feedback and clear communication of
Agency expectations regarding any and all documentation related
to the Site Plan submitted by the Developer; and
e. Participate in the selection of and approve the architect.
2. Developer Obligations
a. Use its commercially reasonable efforts to investigate the Site;
b. Timely submit preliminary drafts of the following items: site plans;
building exterior elevations, schematic drawings, detailed Project
development costs, Project pro formas summarizing the total
2156/015610-0047 0 036
790114.04 a03/02/07 _8
Project and prospective returns and other related documents
necessary for Agency and City review and reasonably requested of
Developer; and
C. Timely submit projected sources of equity and other capital to
lease the Site and develop and operate the Project.
III. COSTS AND EXPENSES
Each party shall be responsible for its own costs and expenses in connection with any
activities and negotiations undertaken in connection with the performance of its obligations
under this Agreement.
IV. RETENTION OF DISCRETION TO APPROVE THE PROJECT, ENTITLEMENTS
AND DDA: NO PRE -COMMITMENT
It is anticipated that the Project and the DDA will be presented to the Agency Board for
approval and to the City Council for its consent thereto. It is also anticipated that the City
Council and/or Planning Commission will be required to review and approve necessary Project
land use entitlements and environmental documentation at a later date. The parties understand
that Agency and the City are reserving the right to exercise their discretion as to all matters which
they are, by law, entitled or required to exercise their discretion, including, but not limited to the
following:
A. Approval by Agency of the Final Project as Contained in the DDA
The parties understand that Agency has the complete and unfettered discretion to reject
the DDA without explanation or cause. The risk of loss of all processing, design and
developmental costs incurred by Developer prior to DDA approval and execution shall be
037
21561015610-0047 _
790114 04 a03/02/07 -9
absorbed entirely by Developer unless expressly assumed, by the terms of this Agreement, by
Agency.
B. Review and Approval by Agency of all Discretionary Findings and Conclusions
The duty of Agency to execute the Lease shall be conditioned upon the successful review
and approval of all necessary findings and conclusions which the Agency Board is required to
make, including all necessary findings and determinations required under the CEQA, state and
local land use provisions, and the California Community Redevelopment Law. As to any matter
which Agency may be required to exercise its unfettered discretion in advancing the Project to
completion, nothing herein, nor to be contained in the DDA shall obligate Agency to exercise its
discretion in any particular manner, and any exercise of discretion reserved hereunder or required
by law, shall not be deemed to constitute a breach of Agency duties under this Agreement.
C. No Pre -Commitment by A eg ncy
By its execution of this Agreement, Agency is not committing itself or agreeing to
undertake any activity requiring the subsequent exercise of discretion by Agency, or any
department thereof including, but not limited to, the approval and execution of a DDA; the
approval of any development proposal or land use regulation governing the Site; the provision of
financial assistance for the development of any public or private interest in real property; or any
other such act or approval.
This Agreement does not constitute a disposition of property or exercise of control over
property by Agency and does not require a public hearing. Agency execution of this Agreement
is merely an agreement to enter into a period of exclusive negotiations according to the terms
hereof, reserving final discretion and approval by Agency as to any proposed DDA and all
proceedings and decisions in connection therewith.
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790114 04 03/02/07 _ 1 O-
D. City Not A Party.
The City of La Quinta is not a party to this Agreement, and nothing herein constitutes or
shall be construed or deemed as any agreement by City to approve or issue any permit or take any
discretionary action with respect to the Project.
V. THE DEVELOPER
A. Developer Experience
As a condition precedent to Agency's execution of this Agreement, Developer shall have
submitted to Agency a detailed description of the development experience of Developer and its
principals, associates, employees, partners, and joint ventures.
B. Offices of Developer
The principal offices of Developer are located at:
46-735 Adams Street
La Quinta, CA 92253
Facsimile: (760) 771-0686
C. Project Manager
The Project Manager(s) for Developer will be , and . Other
employees, consultants, or representatives who are proposed to be directly involved in the Project
will be determined by Developer and submitted to Agency upon any such determination.
D. Full Disclosure
The Developer shall upon request of Agency, provide full disclosure to Agency of the
identity of its principals, officers, stockholders, partners, joint ventures, and all other pertinent
information concerning the Developer.
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790114.04 a03/02/07
E. Assignment
Developer may not assign, hypothecate, encumber, or otherwise transfer (voluntarily or
involuntarily) this Agreement or any of its rights or obligations hereunder (whether in whole or in
part) (each, an "Assignment") without the prior written approval of Agency Executive Director,
which approval may be given or withheld in Agency Executive Director's sole and absolute
discretion; provided, however, that notwithstanding the foregoing, Agency agrees to approve an
Assignment by Developer of its rights under this Agreement to an entity in which Developer or
Michael J. Shovlin, Claudia Shovlin and John Durso, directly or indirectly own the majority
beneficial or equity interest and Michael J. Shovlin maintains operational control. Regardless,
any such Assignment shall not release Developer from liability from its obligations under this
Agreement. Any Assignment Agency has approved shall not be effective unless and until
Developer submits a signed assignment and assumption agreement in a form and with content
reasonably approved by Agency legal counsel.
VI. ENVIRONMENTAL REQUIREMENTS
Agency and Developer acknowledge and agree that all environmental documentation
required pursuant to CEQA and local regulations for development of the project on the Site will
need to be prepared and, at the time it is necessary to prepare such documentation, Developer
shall assist the Agency and City with the preparation of all such necessary environmental
documents as required by CEQA and local regulations, for certification or adoption by the City.
Developer agrees to cooperate with the City and Agency, as requested, to help determine the
environmental impact of the proposed development and to assist the Agency and City to prepare
any other additional documents as may be needed to complete environmental review for the
development of the Project on the Site; provided, however, that Agency and the City shall not
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790114.04 a03/02/07 -12
reimburse Developer for costs incurred by Developer in assisting Agency and City to prepare
such documentation.
VII. REAL ESTATE COMMISSIONS
Each party severally represents and warrants to the other party, that the representing party
has not engaged a broker, agent, or finder in connection with this transaction. Each party agrees
to defend, indemnify, and protect and hold the other party harmless from any such claims
contrary to the representation or warranty of the applicable party in the preceding sentence.
VIII. GENERAL PROVISIONS
A. Legal Actions• Governing Law; Service of Process
In addition to any other rights or remedies, either party may institute legal action to cure,
correct or remedy any default, to recover actual damages for any default, or to obtain any other
remedy consistent with the purposes of this Agreement; provided, however, that Paragraph C of
this Section VIII of this Agreement shall supersede any conflicting provisions of this
Paragraph A. Such legal actions must be instituted and maintained in the Superior Court of the
County of Riverside, State of California, or in any other appropriate court in that county. The
laws of the State of California shall govern the interpretation and enforcement of this Agreement.
In the event that any legal action is commenced by Developer against Agency, service of process
on Agency shall be made by personal service upon the Executive Director or Secretary of the
Agency, or in such other manner as may be provided by law. In the event that any legal action is
commenced by Agency against Developer, service of process on Developer shall be made by
personal service upon Developer or in such other manner as may be provided by law, and shall
be valid whether made within or without the State of California.
041
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B. Rights and Remedies are Cumulative
Except as otherwise expressly stated in this Agreement, the rights and remedies of the
parties are cumulative, and the exercise by either party of one or more of its rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default by the other party.
C. Specific Performance as Developer's Exclusive Remedy
Subject to Developer's right to terminate this Agreement in accordance with the terms of
Paragraph E of this Section VHI, Developer's exclusive remedy for an uncured Agency default
under this Agreement is to institute an action for specific performance of the terms of this
Agreement, and in no event shall Developer have the right, and Developer expressly waives the
right, to seek monetary damages of any kind (including but not limited to actual damages,
economic damages, consequential damages, or lost profits) from Agency in the event of a default
by Agency under this Agreement or any action related to this Agreement. Notwithstanding the
foregoing, Developer shall retain the right to seek a writ of mandate in the event of any final
denial by Agency of any Agency permit approval pertaining to the Project. This provision shall
not govern any future agreements entered into by the Agency.
D. Attorney's Fees
The parties hereto acknowledge and agree that each such party shall bear its own legal
costs incurred in connection with the negotiation, approval, and execution of this Agreement.
E. Termination Rights
Notwithstanding the nominal Negotiation Period hereinabove set forth, either party may
terminate this Agreement if the other party has materially defaulted in its obligations herein set
forth, and the terminating party has provided the defaulting party with written notification of 2156/015610-0047 -14- 042
790114 04 a03/02/07
such determination, and the defaulting party has refused or failed to cure same prior to the
expiration of the cure period below. The written notification shall set forth the nature of the
actions required to cure such default if curable. The Defaulting party shall have thirty (30) days
from the date of the written notification to cure such default. If such default is not cured within
the thirty (30) days, the termination shall be deemed effective. For purposes of this paragraph,
the parties hereby acknowledge that time is of the essence. Each party shall also have the right to
terminate this Agreement in the event that (i) Agency or Developer determines that the Project is
infeasible, based on financial or environmental impact considerations, or not in the public
interest; or (ii) the parties reach an impasse in their negotiation of the DDA or Lease which
cannot be resolved after good faith efforts.
F. Indemnity
Developer shall indemnify, protect, defend and hold harmless Agency and City and
Agency's and City's respective elected officials, officers, employees, representatives, members,
and agents from and against any and all challenges to this Agreement, or any and all losses,
liabilities, damages, claims or costs (including attorneys' fees) arising from Developer's
negligent acts, errors, or omissions with respect to its obligations hereunder or the Site, excluding
any such losses arising from the sole negligence or sole willful misconduct of Agency or the
conduct of third parties not under contract to or associated with, and outside the control of,
Developer. This indemnity obligation shall survive the termination of this Agreement.
G. Notices Demands and Communications Between the Parties
Formal notices, demands, and communications between Agency and Developer shall be
given either by (i) personal service with a receipt obtained, (ii) delivery by reputable document
delivery service such as Federal Express that provides a receipt showing date and time of
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790114 04 a03/02/07 R
delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return
receipt requested, addressed to:
To Agency: La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
Telephone: (760) 777-7000
Facsimile: (760) 777-7101
With a copy to: Rutan & Tucker, LLP
611 Anton Blvd., Suite 1400
Costa Mesa, California 92626
Attn: M. Katherine Jenson, Esq.
Telephone: (714) 641-5100
Facsimile: (714) 546-9035
To Developer: Desert Cities Development, Inc.
46-735 Adams Street
La Quinta, CA 92253
Attn: Mr. Michael Shovlin
Telephone: (760) 771-3345
Facsimile: (760) 771-0686
With Copy to: Mark Tipperman, Esq.
1108 Adams Avenue
La Grande, OR 97850
Facsimile: (541) 962-6230
With Additional Copy to: Daniel Olivier
45-025 Manitou Drive, Suite 10
Indian Wells CA 92210
Facsimile (760) 772-0027
Notices personally delivered or delivered by document delivery service shall be deemed
effective upon receipt. Notices mailed in the manner provided above shall be deemed effective
on the second business day following deposit in the United States mail. Such written notices,
demands, and communications shall be sent in the same manner to such other addresses as either
644
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party may from time to time designate by formal notice given in accordance with this Section
(G)l.
H. Nonliability of City and Agency Officials and Employees
No member, official, employee, or contractor of Agency or City shall be personally liable
to Developer in the event of any default or breach by Agency or for any amount which may
become due to Developer or on any obligations under the terns of the Agreement.
. No boardmember, manager, partner, officer, employee or agent of Developer shall be
personally liable to Agency in the event of any default or breach by Developer or for any amount
which may become due to Agency or on any obligation under the terms of the Agreement.
I. Enforced Delay' Extension of Times of Performance
In addition to specific provisions of this Agreement, performance by either party (who is
not then otherwise in material default) shall not be deemed to be in default where delays or
defaults are due to war, insurrection, strikes, lock -outs, riots, floods, earthquakes, fires,
casualties, supernatural causes, acts of the public enemy, terrorism, epidemics, quarantine
restrictions, freight embargoes, lack of transportation, governmental restrictions or priority,
litigation, unusually severe weather, inability to secure necessary labor, materials or tools, delays
of any contractor, subcontractor or supplies, acts of the other party, acts or failure to act of
Agency or City or any other public or governmental agency or entity, including, without
limitation, unreasonable delays in the processing and issuance of required permits for the Project
required by Developer (except that any act or failure to act of Agency shall not excuse
performance by Agency) or any other causes beyond the reasonable control or without the fault
of the party claiming an extension of time to perform, for up to a maximum cumulative period of
one hundred eighty (180) days. Notwithstanding the foregoing, inability to secure satisfactory
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790114.04 a03/02/07 v
financing, tenant commitments, or market and economic conditions shall not entitle Developer to
an extension of time to perform. An extension of time for any such cause shall be for the period
of the enforced delay and shall commence to run from the time of the commencement of the
cause, if notice by the party claiming such extension is sent to the other party within ten (10) days
of knowledge of the commencement of the cause. In addition, times of performance under this
Agreement may be extended by mutual written agreement by Agency and Developer.
J. Interpretation
The terns of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply. The Section and
Paragraph headings are for purposes of convenience only, and shall not be construed to limit or
extend the meaning of this Agreement.
K. Entire Agreement Waivers, and Amendments
This Agreement integrates all of the terms and conditions mentioned herein, or incidental
hereto, and supersedes all negotiations or previous agreements between the parties with respect
to all or any 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, and all
amendments and modifications hereto must be in writing and signed by the appropriate
authorities of Agency and Developer. Without limiting the foregoing, the parties understand that
the results of this Agreement may lead to future agreements or obligations which shall only
become valid (if at all) upon full execution of such future agreements.
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790114.04 a03/02/07
L. Counterparts
This Agreement may be executed in counterparts, each of which, after all the parties
hereto have signed this Agreement, shall be deemed to be an original, and such counterparts shall
constitute one and the same instrument.
M. Successors
Subject to the limitations on Assignments above, this Agreement shall be binding upon
and shall inure to the benefit of the permitted successors of each of the parties hereto.
N. Further Assurances
The parties hereto each agree, without further consideration, to execute such other and
further documents, and to perform such other and further acts, as may be reasonably necessary or
proper in order to consummate the transaction set forth in and contemplated by this Agreement.
O. Severability
In the event any section or portion of this Agreement shall be held, found, or determined
to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain
in effect, and the parties hereto shall take further actions as may be reasonably necessary and
available to them to effectuate the intent of the parties as to all provisions set forth in this
Agreement.
P. Time is of the Essence
Time is of the essence for each of the parties' obligations under this Agreement.
Q. Extension by Agency Executive Director
The Agency Executive Director is authorized, in his sole and absolute discretion, to
extend pursuant to a written agreement with Developer, the time for Developer's performance
under this Agreement for a cumulative period of up to one hundred twenty (120) days.
047
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R. Confidentiality
Developer acknowledges and agrees that Agency is a public entity with a responsibility
and, in many cases, a legal obligation to conduct its business in a manner open and available to
the public. Accordingly, any information provided by Developer to Agency with respect to the
Site, the Project or Developer may be disclosed to the public either purposely, inadvertently, or
as a result of a public demand or order.
IN WITNESS WHEREOF, Agency and Developer have executed this Agreement on the
respective dates set forth below.
Dated:
ATTEST:
By:
Veronica J. Montecino, CMC, Secretary
APPROVED AS TO FORM:
RUTAN &TUCKER,LLP
Agency Counsel
Dated:
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790114 04 a03/02/07
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY
Agency Executive Director
"DEVELOPER"
DESERT CITIES DEVELOPMENT, INC., a
California corporation
By: _
Title:
-20-
M
EXHIBIT A
DEPICTION OF 19.9 ACRE PROPERTY
[TO BE INSERTED]
�)49
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790114 04 a03/02/07
EXHIBIT B
DEPICTION OF THE SITE
[TO BE INSERTED]
050
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EXHIBIT C
EARLY ENTRY AGREEMENT
This Early Entry Agreement ("Agreement") is entered into as of 2006, by
and among the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and
politic ("Agency") and DESERT CITIES DEVELOPMENT, INC., a California corporation
("Developer"), with reference to the following facts:
RECITALS
A. Agency is the present owner of that certain real property located in the La Quinta
Redevelopment Project Area No. 2, described on Exhibit " l" hereto ("Site").
B. Agency has executed, or will execute, concurrent with the execution of this
Agreement, that certain Exclusive Negotiation Agreement with Developer ("ENA"), pursuant to
which Agency and Developer will negotiate the possible lease of the Site by Developer for
Developer's development on the Site of a multi -family affordable housing development with
dwellings rented, at affordable housing costs, to family households ("Project").
C. Developer has requested the right to enter onto and about the Site to perform
certain work specified herein, and Agency is willing to allow such entry on the terms and
conditions hereinafter specified.
NOW, THEREFORE, in consideration of the covenants and agreements contained herein
and for other valuable consideration, the sufficiency and receipt of which are hereby
acknowledged by the parties hereto, the parties covenant and agree as follows:
I. Grant of License. Agency hereby grants to Developer and its employees, agents,
consultants, and contractors ("Related Parties") a license for the term set forth in Paragraph 3
("License") to enter upon the Site between the hours of 8:00 a.m. and 5:00 p.m., Monday through
Friday, for the purposes of inspecting, surveying and testing, including geotechnical, soils and
environmental tests, on said Site ("Permitted Work") in connection with the proposed use or
lease thereof for development of the Project. Notwithstanding the above, at least forty-eight (48)
hours prior to any of the Related Parties entering the Site, Developer shall notify Agency of its
intention of the same. Said notice shall be provided by facsimile, addressed to the person listed
in Section 8.8 hereof at the number provided therein. Agency may reject any proposed entry, in
the exercise of its reasonable discretion, by providing telephonic notification to Developer at
least twenty-four (24) hours prior to Developer's proposed entry, to the person listed in Section
8.8 hereof, at the number provided therein, which notice shall specify the reason for such
rejection.
Agency has full right, title and authority to grant Developer the License for the Permitted
Work, and no third party permission or consent is needed in connection therewith. Such License
shall be non -revocable for the Tenn defined in Paragraph 3 below, except as otherwise set forth
herein. Agency specifically agrees that Developer shall have access to and be entitled to inspect
2156/015610-0047
790114.04 a03/02/07 G5 `
all portions of the Site, including without limitation, any structures located thereon, provided,
however, that neither Developer nor any of the Related Parties shall interfere with any other real
or personal property, or enter upon any other real property, without first obtaining the written
consent of the owner(s) of such other real or personal property.
2. Revocation. Agency may revoke this License upon two (2) days written notice to
Developer delivered in accordance with Subparagraph 8.8 below in the event (i) in the
reasonable judgment of Agency, such revocation is necessary to protect the public health, safety,
or welfare pursuant to the exercise of Agency's police powers; or (ii) Developer is in violation of
the terms of this Agreement or any applicable law, statute, ordinance, rule, or regulation
pertaining to the Permitted Work or Developer's or the Related Parties' entry upon the Site
pursuant to this Agreement, and Developer has failed to cure such violation within two (2) days
following Developer's receipt of notice of such violation from Agency.
3. Term. The term of the License shall commence on full execution hereof and shall
terminate on the earlier of (i) the execution of a disposition and development agreement as
described in the ENA, (ii) one hundred twenty (120) days from the date hereof, or (iii)
termination of the ENA pursuant to the terms and conditions set forth in the ENA.
4. Repair and Restoration of Site. Developer shall repair any damage it causes to the
Site in the course of conducting its investigations pursuant hereto and shall restore the Site to the
condition existing prior to Developer's or Related Parties' entry onto the Site, unless this
requirement is waived by the Agency Executive Director in his sole and absolute discretion.
5. Compliance with Laws. Developer shall obtain, at is sole cost and expense, all
governmental permits and authorizations required by any governmental agencies for the
Permitted Work. Developer shall comply with, and shall cause all of its Related Parties to
comply with, all applicable governmental laws, rules, regulations and requirements governing the
Permitted Work. Prior to Developer's or any of the Related Parties' entry onto the Site to
perform any Permitted Work, Developer shall have prepared, obtained approval from the City
thereof, and implemented, a dust control program.
6. Indemnity. Developer shall protect, defend, indemnify and hold harmless Agency
and the City of La Quinta ("City") and Agency's and City's respective officers, officials,
members, employees, agents, and representatives (any of the foregoing shall be known
individually as "hidemnitee" and collectively as "Indemnitees"), and each of them, jointly and
severally, against and from any and all claims, demands, causes of action, damages, costs,
expenses, losses and liabilities, at law or in equity, of every kind or nature whatsoever related to
Developer's exercise of its rights hereunder, including attorneys' fees and expert witness fees, but
excluding those resulting from environmental contamination of the Site or other defects on the
Site existing prior to Developer's entry thereon or not otherwise caused by Developer or any of
the Related Parties, but including, without limitation, injury to or death of any person or persons
and damage to or destruction of any property, threatened, brought or instituted ("Claims"), arising
out of or in any manner directly or indirectly connected with the entry upon the Site by Developer
or any of its Related Parties and the performance of the Permitted Work, including without
limitation:
2156/015610-0047 yG 5
790114 04 aO3/02/07 -2
(a) any damage to the Site and any liability to any third party incurred by
reason of any acts or omission of, or any commission of any negligent or tordous acts, by
Developer or its Related Parties;
(b) any mechanics' or materialmen's liens, claims, demands, actions or suits
arising (directly or indirectly) from (i) any work performed or materials supplied to or for
Developer, or (ii) any activities of any of its Related Parties on or relating to the Site (including,
without limitation, any claims by any of such Related Parties); and
(c) any costs of removing Developer or its Related Parties from the Site after
the expiration of the term hereof unless Developer is otherwise entitled to possession of the Site
at such time.
7. Insurance. Developer shall procure and maintain during the term of this
Agreement, including any holdover period, commercial general liability insurance in an amount
not less than Two Million Dollars ($2,000,000). Agency and City and Agency's and City's
respective officers, officials, members, employees, agents, and representatives shall be named
additional insureds on such policy/ies. Developer's insurance required hereunder shall (i) be
primary insurance and not contributory with any other insurance Developer may have; (ii) not
contain any special limitations on the scope of protection afforded to Developer and its officers,
partners, officials, members, employees, agents, and representatives; (iii) be "date of occurrence"
and not "claims made" insurance; (iv) apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability; (v) shall
provide that the policy shall not be cancelled by the insurer or Developer unless there is a
minimum of thirty (30) days prior written notice to Developer and Agency; and (vi) shall be
written by a good and solvent insurer rated with a BEST rating of no less than B+ Class X,
licensed by or having admitted status in the State of California, and registered with the California
State Department of Insurance. The deductible or self -insured retention must be declared to the
Agency Executive Director, who in his/her sole discretion may require the insurer to reduce such
deductible or self -insured retention (but in no event shall such deductible or self -insured
retention be required to be reduced below Ten Thousand Dollars [$10,000]) with respect to
Agency and City and Agency's and City's respective officers, officials, members, employees,
agents, and representatives; or Developer may be required to procure a bond guaranteeing
payment of losses and related investigation, claims administration, and defense expenses.
Developer shall furnish or cause to be furnished to the Agency Executive Director, prior to the
entry on the Site pursuant to this Agreement, certificates of insurance with bear original
signatures of authorized agents and which reflect insurer' names and addresses, policy numbers,
coverage limits, deductibles and self -insured retentions. Additionally, Developer shall furnish
certified copies of all policy endorsements required herein. All certificates and endorsements
must be received and approved by the Agency before work commences. Agency reserves the
right to require at any time complete, certified copies of any or all required insurance policies and
endorsements. Prior to any such entry, Developer shall also provide evidence reasonably
satisfactory to the Agency Executive Director that Developer or any contractor with whom.
Developer has contracted for the performance of work on or around the Site carries workers'
compensation insurance as required by law.
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8. Miscellaneous.
8.1 Authority. Each signatory hereto warrants to the other party that it has
authority to sign on behalf of the party for whom it purports to sign.
8.2 Attomey's Fees. In the event any party hereto brings suit to enforce the
terms of this Agreement or on account of breach hereof, the party not prevailing in such suit shall
pay all reasonable costs and expenses incurred by the other party in such suit, including, without
limitation, court costs, attorneys' fees, and expert witness fees.
8.3 Entire Agreement. This Agreement sets forth the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior discussions,
negotiations, understandings or agreements relating thereto.
8.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same agreement.
8.5 Litigation Matters. The Municipal and Superior Courts of the State of
California in the County of Riverside shall have the exclusive jurisdiction of any litigation
between the parties arising out of this Agreement. This Agreement shall be governed by, and
construed under, the laws of the State of California. Service of process on Agency shall be made
in the manner required by law for service on a public entity. Service of process on Developer
shall be made in any manner permitted by law and shall be effective whether served within or
outside of California.
8.6 Non -liability of Agency Officers and Employees. No officer, official,
member, employee, agent, or representative of Agency shall be personally liable to Developer, or
any successor or assign of same, in the event of any default or breach by Agency, or for any
amount which may become due to Developer, or any successor or assign of same, or for breach
of any obligation of the terns of this Agreement.
8.7 Covenant Against Discrimination. Developer covenants for itself, its
heirs, executors, assigns, and all persons claiming under or through it, that there shall be no
discrimination against any person on account of race, color, creed, religion, sex, marital status,
national origin, or ancestry, in the performance of this Agreement.
8.8 Notices. All notices required to be delivered under this Agreement or
under applicable law shall be personally delivered, or delivered by United States mail, prepaid,
certified, return receipt requested, or by reputable document delivery service that provides a
receipt showing date and time of delivery. Notices personally delivered or delivered by a
document delivery service shall be effective upon receipt. Notices delivered by mail shall be
effective at 5:00 p.m. on the second business day following dispatch. Notices shall be delivered
to the following addresses:
2156/015610-0047 790114.04 a03/02/07 -4-
To Agency: La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
Telephone: (760) 777-7000
Facsimile: (760) 777-7101
With a copy to: Rutan & Tucker, LLP
611 Anton Blvd., Suite 1400
Costa Mesa, California 92626
Attn: M. Katherine Jenson, Esq.
Telephone: (714) 641-5100
Facsimile: (714) 546-9035
To Developer: Desert Cities Development, Inc.
46-735 Adams Street
La Quinta, CA 92253
Attn: Mr. Michael Shovlin
Telephone: (760) 771-3345
Facsimile: (760) 771-0686
With Copy to: Mark Tipperman, Esq.
1108 Adams Avenue
La Grande, OR 97850
Facsimile: (541) 962-6230
Changes in the address to be used for receipt of notices shall be effected in accordance with this
Paragraph 8.8.
Agreement.
8.9 Time of Essence. Time is of the essence in the performance of the
[Signatures on following page.]
2156/015610-0047 CJ 5
790114.04 a03/02/07 -5
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date first above -written.
"DEVELOPER"
DESERT CITIES DEVELOPMENT, INC., a
California corporation
1-2
Name:
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY,
a public body, corporate and politic
IN
Agency Executive Director
Ott
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790114 04 AN02/07 -6
EXHIBIT "I"
DEPICTION OF SITE
[TO BE INSERTED]
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'- 057