2007 12 04 RDAe4 4 # adja
Redevelopment Agency agendas are
available on the City' web page
@ www.la-quinta.org
REDEVELOPMENT AGENCY
AGENDA
CITY COUNCIL CHAMBERS
78-495 Calls Tampico
La Quinta, California 92253
Regular Meeting
TUESDAY, DECEMBER 4, 2007
3:00 P.M. Closed Session / 4:00 P.M. Open Session
Beginning Resolution No. RA 2007-017
CALL TO ORDER
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.
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 PROPERTY IDENTIFIED AS APN 649-030-016,
AND -017. PROPERTY OWNER/NEGOTIATOR: JERRY JOHNSON, V.I.P.
MOTORCARS, LTD.
1 001
Redevelopment Agency Agenda 1 December 4, 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 PROPERTY LOCATED AT THE NORTHEAST AND
SOUTHEAST CORNERS OF AVENUE 50 AND WASHINGTON STREET
IDENTIFIED AS APN 646-070-013 AND 770-040-012 RESPECTIVELY.
PROPERTY OWNERS/NEGOTIATORS: WESTPORT LA QUINTA, L.P. AND
URBAN HOUSING COMMUNITIES, ROGER DAVILA.
3. 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 APNs 773-370-
028, AND -029 (SILVERHAWK APARTMENTS ON EISENHOWER DRIVE).
PROPERTY OWNER/NEGOTIATOR: G COMPANIES, JAMES C. GIANULIAS.
RECESS TO CLOSED SESSION
RECONVENE AT 4:00 P.M.
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
APPROVAL OF MINUTES OF NOVEMBER 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 DECEMBER 4, 2007.
002
Redevelopment Agency Agenda 2 December 4, 2007
2. APPROVAL OF A CONTRACT AMENDMENT WITH RBF CONSULTING FOR
CIVIL ENGINEERING SERVICES FOR SILVERROCK RESORT, PHASE II
IMPROVEMENTS.
3. APPROVAL OF A FINANCE AGREEMENT BETWEEN THE CITY OF
LA QUINTA AND THE LA QUINTA REDEVELOPMENT AGENCY RELATING
TO THE ACQUISITION COSTS FOR NINE ACRES LOCATED ON THE SOUTH
SIDE OF HIGHWAY 111 AND EAST OF DUNE PALMS ROAD.
4. APPROVAL OF AN EXCLUSIVE NEGOTIATION AGREEMENT BY AND
BETWEEN THE LA QUINTA REDEVELOPMENT AGENCY AND V.I.P. MOTOR
CARS LTD. FOR PROPERTY LOCATED NEAR HIGHWAY 111 AND DUNE
PALMS ROAD.
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STUDY SESSION - NONE
CHAIR AND BOARD MEMBERS' ITEMS - NONE
PUBLIC HEARINGS - NONE
ADJOURNMENT
The next regular meeting of the Redevelopment Agency will be held on December
18, 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
December 4, 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 November 30, 2007.
DATW: November 30, 20,07
VERONICA/. MONTECINO, City Clerk
City of La Quinta, California
Redevelopment Agency Agenda 3 December 4, 2007 003 3
rc,
COUNCIURDA MEETING DATE: December 04, 2007
ITEM TITLE: Demand Register Dated
December 04, 2007
RECOMMENDATION:
It is recommended the Redevelopment Agency Board:
Receive and File the Demand Register Dated
December 04, 2007 of which $597,414.56
represents Redevelopment Agency Expenditures
AGENDA CATEGORY:
BUSINESS SESSION
CONSENT CALENDAR
STUDY SESSION
PUBLIC HEARING
PLEASE SEE CONSENT CALENDAR ITEM NUMBER 1 ON CITY COUNCIL AGENDA
001
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cF' OF
COUNCIL/RDA MEETING DATE: December 4, 2007
ITEM TITLE: Approval of a Contract Amendment
with RBF Consulting for Civil Engineering Services for
SilverRock Resort, Phase II Improvements
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION: _
CONSENT CALENDAR: C
STUDY SESSION:
PUBLIC HEARING:
Approve an amendment to the Professional Services Agreement with RBF
Consulting to provide additional electrical engineering, geotechnical engineering,
and civil engineering services in an amount not to exceed $53,100 and authorize
the Executive Director to execute the amendment.
FISCAL IMPLICATIONS:
The Contract Amendment is provided (Attachment 1); Exhibit "A" Professional
Scope of Services lists all tasks and Exhibit "B" "Compensation" identifies the
respective fees.
The Phase II SilverRock Resort Improvements are included within the 2007-08
Capital Improvement Program. Project components include: Infrastructure,
Permanent Clubhouse, Second Golf Course, and Entry Feature/Roads. Each of the
above -listed components includes funding for "design" as follows:
,. 005
Project Component
Fiscal Year 2007-08
Engineering Budget
Infrastructure
$1,989,000
Permanent Clubhouse
$1,404,000
Second Golf Course
$2,106,000
Entry Feature/Roads
$351,000
Total
$ 5, 850, 000
The costs for the electrical engineering and geotechnical services (tasks 1 and 2,
total of $11,400) will be charged to the "Design" category of the "Permanent
Clubhouse" project component.
The costs for the electrical engineering services (task 3, total of $2,900) will be
charged to the "Design" category of the "Second Golf Course" project component.
The costs for the electrical engineering services (task 4, total of $13,200) will be
charged to the "Design" category of the "Entry Features/Roads" project
component.
The costs for the civil engineering services (task 5, 6 and 7, total of $25,600) will
be charged to the "Design" category of the "Infrastructure" project component.
BACKGROUND AND OVERVIEW:
On August 1, 2006, the Agency Board approved a Professional Services
Agreement ("PSA") with RBF Consulting to provide initial civil engineering services
for the SilverRock Resort, Phase II project. The Phase II SilverRock Resort
improvements include the installation of: the "backbone" infrastructure; on -site
streets; vehicular, pedestrian, and golf cart bridges and undercrossings; the
permanent clubhouse; a second 18-hole golf course; primary and secondary entry
features; a passive park; and project support facilities. Portions of this work are
completed or are currently in progress.
On May 15, 2007, the Agency Board approved Contract Amendment #1 to RBF
Consulting in the amount of $942,950 for additional engineering services not
included in the Professional Services Agreement (PSA) dated August 1, 2006, but
that were anticipated and required for the permanent clubhouse, the second golf
course, the passive park, aerial mapping, site hydrology, and technical services.
On September 18, 2007, the Agency Board approved Contract Amendment #2 to
RBF Consulting in the amount of $27,100 for additional engineering services
I1:
required to accommodate modifications to the road alignments of SilverRock Way
and Hotel Drive. These changes were at the recommendation of the project
landscape architect and the RDA's Technical Team. These aesthetic changes to
the roadways included the addition of medians, re -alignment to SilverRock Way
required to increase the size of the clubhouse site, and the narrowing of the
roadways' sections.
Upon approval of this contract amendment, it is anticipated that all civil engineering
services required for the completion of the Phase II project components will be
under contract with the RDA.
The services requested in this contract amendment include various engineering
services which have been anticipated and budgeted, but not yet contracted for:
A. Clubhouse
1) Electrical plans and specifications for the proposed landscape,
lighting, water feature controls and irrigation control within the
clubhouse site. This task also includes coordination with IID on the
electrical service feed point for the Clubhouse perimeter lighting.
2) Additional subsurface exploration at the clubhouse site. RBF, with
assistance from Construction Testing and Engineering (CTE), will
provide a site specific subsurface exploration at the clubhouse site.
Work includes geotechnical investigation report which will provide
foundation design, remedial grading recommendations, seismic
design parameters, liquefaction potential, parking lot design, lateral
earth pressure criteria, assessment of the expansive and corrosive
nature of the site soils and mitigation, if necessary, and general
grading recommendations.
B. Golf Course
1) Electrical service plans for the two proposed comfort stations
located on the future resort golf course as well as a pump station
for irrigation of the golf course, water feature controls, landscape
irrigation controls and a starter building/half way house located at
the driving range.
C. Streets & Entry Monuments
007
1) Electrical
service and lighting plans and
specifications
for the
proposed
landscape irrigation controls,
trail/walkway
lighting,
landscape
lighting, water feature controls
and monument
lighting
along and
at the termini of the proposed
SilverRock Way, Hotel
Drive and
Local Streets "A" and "B." This task also
includes
coordination with IID on the electrical service feed point
for the
various landscaping service points.
D. Infrastructure
11 Water improvement plan in accordance with the requirements of
the Coachella Valley Water District for the area east of Local Street
A and north of Local Street B (at the 37-acre corner parcel).
2) Sewer improvement plan in accordance with the requirements of
the Coachella Valley Water District for the area east of Local Street
A and north of Local Street B (at the 37-acre corner parcel).
3) Water improvement plan in accordance with the requirements of
the Coachella Valley Water District for connection of the proposed
18" water main in SilverRock Way to the proposed
Booster/Pressure Reducing Station located west of the existing
maintenance yard, west of the proposed SilverRock Way, and north
of Avenue 54. This plan will include the water main from the
proposed system in SilverRock Way as well as an upgrade to the
existing lower pressure line in Avenue 54 to connect to the
proposed Booster Site.
A detailed summary of the additional work, tasks, and fees is set forth in Contract
Amendment No. 3 previously referenced above.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
003
1. Approve an amendment to the Professional Services Agreement with RBF
Consulting to provide civil engineering services in an amount not to exceed
$53,100 and authorize the Executive Director to execute the amendment; or
2. Do not approve an amendment to the Professional Services Agreement with
RBF Consulting to provide civil engineering services in an amount not to
exceed $53,100; or
3. Provide staff with alternative direction.
Respectfully submitted,
Douglas R. Evans,
Assistant City Manager -Development Services
Approved for submission by:
��d7�vt-lam✓ f- -i�`�
Thomas P. Genovese, Executive Director
Attachment 1: 1. RBF Consulting Contract Amendment No. 3
ATTACHMENT 1
c&t!t 4 4 Qumrry
PROFESSIONAL SERVICES AGREEMENT
AMENDMENT NO.3
PROJECT: SilverRock Resort, Phase II Civil Engineering Services
CONSULTANT: RBF Consulting
*xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx*xxxxxxxxxxxxxxxxxxxxxx
Pursuant to the terms of the original Contract Agreement, you are hereby directed to make the herein described changes or do
the following described work not included in the plans and specifications for this Contract. Unless otherwise stated all work
shall conform to the terms, general conditions, and special provisions of the original Contract.
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
DESCRIPTION OF CHANGE
Provide additional civil engineering services related to roadway and infrastructure design in support of SilverRock
Resort Phase II Improvements.
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Previous Contract Amount
$602,200
Amendment No. 1
$942,950
Amendment No. 2
$27,100
Amendment No. 3
$53,100
Revised Contract Total
$1,625,350
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Submitted By:
Approved
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
We, the undersigned Consultant, have given careful consideration to the changeproposed andhereby agree, if thisproposal
is approved, that we will provide all equipment, furnish all materials, perform all labor, except as may be noted above, and
perform all services necessary to complete the above specified work, and hereby accept as full payment the amount shown
above.
Accepted By: Title:
PSA96041.doc 1 010
RBF Consulting
Addendum No. 3, ]N 20-100784
EXHIBIT "A"
PROFESSIONAL SCOPE OF SERVICES
A. RBF agrees to perform the following Professional Scope of Services for the
City of La Quinta SilverRock Golf Resort Site:
Clubhouse Work Tasks
TASK 1 LIGHTING DESIGN CLUBHOUSE PERIMETER
RBF, with assistance from Butsko Utility Design (Butsko), will prepare electrical plans
and specifications for the proposed landscape, lighting, water feature controls and
irrigation controls located within the clubhouse site. This task also includes coordination
with IID on the electrical service feed point for the Clubhouse perimeter lighting. This
design excludes the lighting for the parking that has been included in Addendum # 1.
TASK 2 GEOTECHNICAL INVESTIGATION
RBF with assistance from Construction Testing and Engineering (CTE) will provide a
site specific subsurface exploration at the clubhouse site. CTE will provide 5
geotechnical borings ranging from 15 to 50 feet in depth (three of the borings will be in
the clubhouse building envelope and two within the parking lot area), perform laboratory
tests and prepare a geotechnial investigation report which will provide foundation design,
remedial grading recommendations, seismic design parameters, liquefaction potential,
parking lot design, lateral earth pressure criteria, assessment of the expansive and
corrosive nature of the site soils and mitigation, if necessary, and general grading
recommendations.
Golf Course Work Tasks
TASK 3 ELECTRICAL SERVICES FOR GOLF COURSE
RBF, with assistance from Butsko, will prepare electrical service plans for the two
proposed comfort stations located on the future resort golf course as well as a pump
station for irrigation of the golf course, water feature controls, landscape irrigation
controls and a starter building/half way house located at the driving range. RBF has
anticipated one comfort station will be located in or around holes 5 or 6 and the other
around holes 13 and 14.
Landscape Work Tasks
TASK 4 ELECTRICAL SERVICE FOR STREETS AND ENTRY
RBF, with assistance from Butsko, will prepare electrical service and lighting plans and
specifications for the proposed landscape irrigation controls, trail/walkway lighting,
landscape lighting, water feature controls and monument lighting along and at the termini
of the proposed SilverRock Way, Hotel Drive and Local Streets "A" and `B". This task
also includes coordination with IID on the electrical service feed point for the various
landscaping service points. Lighting of the proposed cart tunnels has been covered under
a previous addendum (Task 14 under Amendment # 1).
011
RBF Consulting
Addendum No. 3, 1N 20-100784
Infrastructure Work Tasks
TASK 5 WATER PLANS FOR NORTHEAST CORNER
RBF shall prepare a water improvement plan in accordance with the requirements of the
Coachella Valley Water District for the area east of Local Street A and north of Local
Street B. The improvements will be designed in plan and profile at a scale of 1"=40' and
will be submitted for approval. It is anticipated that the plan set will include the design of
approximately, 2,400 lineal feet of water and will consist of one Title sheet and three plan
and profile sheets. This design assumes connecting from SilverRock Way to a
connection into Avenue 52 with a line running down the north -south local street and no
facilities in the east -west local street.
TASK 6 SEWER PLANS FOR NORTHEAST CORNER
RBF shall prepare a sewer improvement plan in accordance with the requirements of the
Coachella Valley Water District for the area east of Local Street A and north of Local
Street B. The improvements will be designed in plan and profile at a scale of 1"=40' and
will be submitted for approval. It is anticipated that the plan set will include design of
approximately 2,300 lineal feet of sewer and will consist of one Title sheet and three plan
and profile sheets. This design assumes a point of connection into SilverRock Way and
providing sewer stubs to the mid points of both Local Streets A and B.
TASK 7 WATER PLANS FOR WATER BOOSTER SITE
RBF shall prepare a water improvement plan in accordance with the requirements of the
Coachella Valley Water District for connection of the proposed 18" water main in
SilverRock Way to the proposed Booster/Pressure Reducing Station located west of the
existing maintenance yard west of the proposed SilverRock Way and north of Avenue 54.
This plan will include the water main from the proposed system in SilverRock Way as
well as an upgrade to the existing lower pressure line in Avenue 54 to connect to the
proposed Booster Site. This plan will be included in the proposed water main plan set
under the original contract and shall consist of one plan and profile sheet showing.
012
RBF Consulting
Addendum No. 3, 1N 20-100784
EXHIBIT "B"
COMPENSATION
B. City agrees to compensate RBF for such services as follows:
Monthly on a percentage of completion basis, a fee of Fifty Three Thousand, and One
Hundred Dollars ($53,100).
TASK DESCRIPTION
Professional Services
Clubhouse Work Tasks
1 Lighting Design Clubhouse Perimeter
2 Geotechnical Investigation
Golf Course Work Tasks
3 Electrical Service for Golf Course
Landscape Work Tasks
4 Electrical Service for Streets and Entry Monuments
Infrastructure Work Tasks
5 Water Plans for NE Corner
6 Sewer Plans for NE Corner
7 Water Plans for Booster Site
FEE
6,000
5,400
Subtotal Clubhouse $11,400
2,900
Subtotal Golf Course
13,200
Subtotal Landscape
11,500
10,600
3,500
Subtotal Infrastructure
$2,900
$13,200
$25,600
Total Addendum - $53,100
013
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COUNCIL/RDA MEETING DATE: December 4, 2007
ITEM TITLE: Approval of a Finance Agreement
Between the City of La Quinta and the La Quinta
Redevelopment Agency Relating to the Acquisition
Costs for Nine Acres Located on South Side of
Highway 111 and East of Dune Palms Road
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION: _
CONSENT CALENDAR:.
STUDY SESSION:
PUBLIC HEARING:
Approve a Finance Agreement (Attachment 1) between the City of La Quinta and
the La Quinta Redevelopment Agency.
FISCAL IMPLICATIONS:
This Finance Agreement facilitates a $9,378,966 loan from General Fund Reserves
to the La Quinta Project Area No. 2 Redevelopment Fund. These funds will
reimburse the Project No. 2 Housing Fund for direct costs and interest expenses
associated with the purchase of 19.97 acres of real property located south of
Highway 111, west of the Costco center, in Project Area No. 2. This loan will
accrue interest at the City's Local Agency Investment Fund rate. (The City
Attorney is investigating whether a rate of interest more favorable to the City is
legally appropriate; if it is, the rate will increase). The Agency will repay this loan
through a combination of land sale proceeds and Project Area No. 2 non -housing
tax increment revenue. Staff anticipates the loan will be repaid in 11 years. The
anticipated interest cost is $2,137,000.
BACKGROUND AND OVERVIEW:
In March 2007 the Agency purchased a 19.97 acre parcel located directly west of
Costco in order to increase its affordable housing inventory. At the time, the
Agency envisioned that a portion of the site would be used for commercial
development. The Agency did not know, however, whether the commercial uses
would be mixed with the residential development (a mixed -use project) or the
property would be subdivided into two separate parcels. Subsequent site planning
014
activities indicate that approximately nine acres (adjoining Highway 1 1 1) should be
exclusively used for commercial development. Since the Agency purchased the
entire property with Housing Fund tax increment revenue, staff is recommending
the funds used to acquire the nine acres that will now be designated for
commercial use be replaced with non -housing funds. Since the Project Area No. 2
Redevelopment Fund does not have sufficient revenue, staff is further
recommending the Agency secure a General Fund loan which will be repaid from
Project Area No. 2 non -housing revenue.
The costs incurred to date associated with the 9.0 acres entail $9,029,851 in land
purchase expenses, $32,502 in appraisal, site clearance and permit fee expenses,
and $316,613 in interest expenses.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency include:
1. Approve a Finance Agreement between the City of La Quinta and the La
Quinta Redevelopment Agency relating to the acquisition costs for nine acres
located on the south side of Highway 111 and east of Dune Palms Road,
subject to a potential change in interest rate as referenced above; or
2. Do not approve a Finance Agreement between the City of La Quinta and the
La Quinta Redevelopment Agency relating to the acquisition costs for nine
acres located on the south side of Highway 111 and east of Dune Palms
Road; or
3. Provide staff with alternative direction.
Respectfully submitted,
Douglas R. Evans
Assistant City Manager -Development Services
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachment: 1. Finance Agreement
015
ATTACHMENT
FINANCING AGREEMENT
THIS FINANCING AGREEMENT ("Agreement") is made and entered into this 4th day
of December, 2007, by and between the LA QUINTA REDEVELOPMENT AGENCY, a public
body corporate and politic ("Agency"), and the CITY OF LA QUINTA, a charter city and
municipal corporation ("City").
RECITALS
WHEREAS, Agency is a public body, corporate and politic, organized under the
California Community Redevelopment Law (Health & Safety Code § 33000 et SeMc .); and
WHEREAS, City is a municipal corporation and a charter city of the State of California
organized and existing under the Constitution of the State of California; and
WHEREAS, in March 2007 the Agency purchased a 19.97 acre parcel located directly
west of Costco in order to increase its affordable housing inventory and now Agency desires to
secure a General Fund Reserves loan from the City, which will be repaid from Project Area
No. 2 non -housing revenue; and
WHEREAS, City and Agency mutually desire to enter into this Agreement to set forth
their respective obligations with respect to the City's agreement to loan the Agency the sum of
the Loan Principal (defined below) for the purpose of reimbursing the Agency's Project Area
No. 2 Housing Fund for direct costs and interest expenses associated with the Agency's purchase
of 19.97 acres of real property located south of Highway 111, west of the Costco center, in
Project Area No. 2; and
WHEREAS, the loan financing set forth herein shall be repaid by the Agency with a
combination of land sale proceeds and Project Area No. 2 non -housing tax increment revenue;
and
WHEREAS, no portion of the loan funds are to used for any purpose not permitted by
Health and Safety Code Section 33445 as such code section exists on the date of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter
contained, Agency and City agree as follows:
Section 1. City Loan; Interest; Use of Loan Principal.
City hereby loans to Agency the principal amount of Nine Million, Three Hundred
Seventy -Eight Thousand, Nine Hundred Sixty -Six Dollars ($9,378,966) ("Loan Principal") from
General Fund Reserves. Interest shall accrue on the outstanding Loan Principal at the earning
rate of the City's Local Agency Investment Fund rate, and shall be adjusted quarterly. The Loan
Principal shall be used for reimbursing the Agency's Project Area No. 2 Housing Fund for direct
costs and interest expenses associated with the Agency's purchase of 19.97 acres of real property
2156/015610-0103
866407 01 al 1/30/07 O
located south of Highway 111, west of the Costco center, in Project Area No. 2. No portion of
the Loan Principal shall be used for any other purposes.
Section 2. Repayment.
The Loan Principal and the accrued interest shall be repaid by Agency over an 11-year
period in annual installments from a combination of land sale proceeds and Project Area No. 2
non -housing tax increment revenue. The first annual installment shall be prorated for the period
from the date of this Agreement to June 30, 2008, and shall be paid to City not later than July 31,
2008. The amount of the annual installment shall be identified in the annual adoption of the
budget or through a subsequent appropriation of the Agency Board of Directors. Subsequent
annual installments shall cover succeeding fiscal year periods and shall be payable by the July
3151 following the end of a fiscal year (i.e., second annual installment shall be for the period July
1, 2008 through June 30, 2009, and shall be payable by July 31, 2009). Agency shall be entitled
to repay all or part of the Loan Principal at any time with no other charges, fees, or penalties. All
amounts due under this Agreement shall be payable at the offices of City.
Section 3. Subordination.
The repayment of the Loan Principal by Agency shall be junior and subordinate to all
Agency obligations incurred prior to the date of this Agreement.
Section 4. Non -Recourse Obligation.
No officer, official, employee, agent, or representatives of Agency shall be liable for any
amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall
be personally enforced against any such officer, official, employee, agent, or representative.
Section 5. Entire Agreement; Amendments.
This Agreement shall constitute the entire agreement of the parties. This Agreement may
be amended or modified only by an agreement in writing signed by the parties.
[end — signature page follows]
2156/015610-0103
866407 01 al 1/30/07 017
,A
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their authorized representatives, as of the date first above written.
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY
I5N
ATTEST:
Secretary
APPROVED AS TO FORM:
Agency Counsel
Chairman
"CITY"
CITY OF LA QUINTA
By:
Mayor
r:406MIN
City Clerk
APPROVED AS TO FORM:
City Attorney
2156/015610-0103
866407 01 a11/30/07
019
T4'lvl 4 4 QRjk&
AGENDA CATEGORY:
COUNCIL/RDA MEETING DATE: December 4, 2007 BUSINESS SESSION:
CONSENT CALENDAR:
ITEM TITLE: Approval of an Exclusive Negotiation
Agreement by and Between the La Quinta STUDY SESSION:
Redevelopment Agency and V.I.P. Motor Cars, Ltd.
PUBLIC HEARING:
for Property Located Near Highway 1 1 1 and Dune _
Palms Road
RECOMMENDATION:
Approve an Exclusive Negotiation Agreement (Attachment 1) by and between the
La Quinta Redevelopment Agency and V.LP Motor Cars, Ltd. for property located
near Highway 111 and Dune Palms Road.
FISCAL IMPLICATIONS:
The Exclusive Negotiation Agreement (ENA) provides that V.I.P. Motor Cars, Ltd.
will fund $15,000 of Agency legal counsel and consultant expenses associated
with negotiating and drafting a disposition and development agreement if both
parties reach accord on land purchase and development business points.
BACKGROUND AND OVERVIEW:
V.I.P. Motor Cars, Ltd. currently owns the BMW and Mercedes Benz dealerships in
Palm Springs. The partners that own V.I.P. Motor Cars, Ltd. also own Desert
European Motorcars in Rancho Mirage, and other luxury European motorcar
dealerships throughout the United States. They are proposing to purchase up to 9
acres of the Agency's property located south of Highway 1 1 1, east of Dune Palms
Road, and west of Costco. The Agency purchased this 19.97 acre parcel in March
2007 to facilitate affordable housing and commercial development.
V.I.P. Motor Cars, Ltd. is proposing a two phase development. The first phase
would entail building BMW and Mercedes Benz satellite operations that would
include full services facilities, parts and accessory sales, and BMW and Mercedes
010
pre -owned vehicle sales. Within five years, V.I.P. Motor Cars, Ltd. proposes to
expand both facilities to full service dealerships (including new auto sales), and to
work to secure a third auto dealer.
The Agency currently has an Exclusive Negotiation Agreement with The Shovlin
Companies to negotiate an affordable housing agreement for the land disposition
and the development of up to 200 affordable multi -family units on the southerly 10
acres of this property.
Exclusive Negotiation Agreement
The ENA establishes three negotiating time periods as follows:
First Period: Due Diligence/Site Planning — 75 Days
The time frame runs for 75 days or until the first Agency meeting in February
2008. During this period V.I.P. Motor Cars, Ltd. would:
• Prepare a site plan for Agency Board review and approval.
• Submit a development pro forma that details their anticipated
development costs and the purchase price they are offering to pay for
this property.
• Submit property purchase terms and conditions.
• Submit documents that confirm they can secure Mercedes Benz and
BMW motorcar operations and dealerships, and the parameters for
securing a third dealership.
• Submit a site development schedule.
These items would be reviewed and evaluated by staff. They would then be
presented to the Agency Board for consideration. The Board would then
determine, by February 2008, whether or not to proceed with this transaction. If
the Board does not elect to proceed, then the ENA is terminated. If the Board
elects to proceed, then the subsequent ENA phase is triggered.
Second Period: DDA Preparation — 90 Days
This period runs for 90 days. V.I.P. Motor Cars, Ltd. will deposit $15,000 to fund
legal counsel and consultant costs associated with negotiating and drafting a DDA.
If both parties do not reach accord on a DDA during this 90-day period, then the
ENA is terminated.
020
Third Period: Environmental Review/Entitlements — 90 Days
This is the final ENA time period; a 90-day duration to final CEQA review and
process entitlements. The CEQA and entitlement processes will involve both the
commercial and affordable housing components proposed for this property. VIP
Motor Cars would fund its fair share of any environmental documentation prepared.
These activities are already underway; staff is contracting for a traffic analysis
since traffic is a key consideration for this proposal. In order to provide the
greatest flexibility, auto dealership and retail uses will be evaluated for the
commercial segment of this property.
The 90-day period is proposed to provide time for Planning Commission and City
Council review of the environmental and entitlement documents. Approving a DDA
requires CEQA clearance. Processing the entitlements and the DDA concurrently
allows the Agency to apply the CEQA evaluation needed for the entitlements to the
DDA. Staff anticipates that final consideration of the entitlements and DDA will
occur in August 2008.
During this period, staff will also be negotiating and structuring an affordable
housing agreement with Michael Shovlin. His affordable housing development will
be included in the specific plan and the CEQA review. Both the commercial and
residential proposals will be processed concurrently.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency include:
1. Approve an Exclusive Negotiation Agreement by and between the La Quinta
Redevelopment Agency and V.I.P. Motor Cars, Ltd. for property located near
Highway 111 and Dune Palms Road; or
2. Do not Approve an Exclusive Negotiation Agreement by and between the La
Quinta Redevelopment Agency and V.I.P. Motor Cars, Ltd. for property located
near Highway 111 and Dune Palms Road; or
3. Provide staff with alternative direction.
Respectfully submitted,
Douglas R Evans
Assistant City Manager -Development Services
.1 021
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachment: 1. Exclusive Negotiation Agreement
022
ATTACHMENT
EXCLUSIVE NEGOTIATION AGREEMENT
V.I.P MOTOR CARS, LTD.
THIS EXCLUSIVE NEGOTIATION AGREEMENT ("Agreement') is entered into this
day of December, 2007, by and between the LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and politic ("Agency"), and V.I.P. MOTOR CARS, LTD., 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 111 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 up to
approximately 8 acres (the "Site"), which Site is the subject of this Agreement, and (2) a parcel
023
consisting of up to approximately 11.9 acres (the "Remainder Parcel"), which Remainder Parcel
is not part of this Agreement; and
WHEREAS, Developer is interested in purchasing the Site from Agency and developing
and constructing thereon three automobile operations, including, a Mercedes Benz operation, a
BMW operation and a yet -to -be named third automobile operation, which operations will be
phased to initially operate as service facilities and pre -owned vehicle sale points, and are
expected to be followed by later operation of new vehicle dealerships selling primarily
luxury/sports vehicles, and related infrastructure (the "Project"); and
WHEREAS, the Developer shall cooperate with the Agency's preparation of the Master
Site Plan (defined below) for the 19.9 Acre Property 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 two hundred and fifty-five (255) days ("Negotiation Period"),
provided that Developer meets certain performance milestones, for the purposes of:
(i) cooperating with the Agency's preparation of a Master Site Plan (defined below) for the 19.9
Acre Property, (ii) undertaking due diligence activities regarding the Project (including a review
of transaction structure and documentation required from Developer that is necessary for the
Agency to conduct an assessment of Developer's ability to perform and undertake the Project);
(iii) facilitating the preliminary design of the Project; (iv) establishing preliminary Project
development responsibilities (including a preliminary Project development schedule and
financial parameters); (v) attempting to negotiate and finalize a disposition and development
8'a1s Az. 2'7107 -2- 024
agreement ("DDA") and other documents relating to the development of the Project on the Site;
and (vi) attempting to negotiate and finalize the terms and conditions of a purchase agreement for
the Site.
NOW, THEREFORE, in consideration of the recitals and mutual covenants and
conditions contained herein, the parties hereto agree as follows:
L 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 may include up to approximately 10
acres of the 19.9 Acre Property and is located on Highway 111, between Dune Palms Road and
Jefferson Avenue, in Project Area No. 2. The anticipated configuration of the Site is depicted on
Exhibit B, which is attached hereto and incorporated herein by this reference. The parties
acknowledge and agree that the exact configuration and size of the Site is not yet finalized and
will be subject to the Master Site Plan (defined below).
II. NEGOTIATION PERIOD
A. Negotiation Period
The negotiation period shall consist of up to three consecutive due diligence periods,
subject to Developer's achievement and performance of certain milestones in each period, and
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 two hundred and fifty-five (255) 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; provided, however, that if the Agreement is
841081 as 0iarm7 -3- 025
earlier terminated pursuant to this Agreement's provisions then such earlier termination date
shall be the "End Date" and this Agreement shall be deemed to automatically terminate on such
date.
B. First Period: Due Diligence/Site Plan Development Milestones
During the first seventy-five (75) days of the Negotiation Period (the "First Due Diligence
Period"), the parties agree to negotiate in good faith to conduct due diligence activities and for
the purpose of the Developer formulating and preparing the schematic design plan for
development of the Project (the "Site Plan"), which Site Plan shall be in conformity with the
master site plan for the entire 19.9 Acre Property (the "Master Site Plan"). The Site Plan
prepared by the Developer shall include and delineate the following conceptual elements on a
preliminary design basis:
1. The permitted uses, type, scope and size of the Project;
2. The building configuration(s), ingress/egress points, on- and off -site parking
areas, open space areas, and building exterior elevations;
3. The Project's relationships with the surrounding uses, including its
relationship with the Remainder Parcel and conformity with the Master Site Plan;
4. Required on- and off -site infrastructure improvements;
5. Project infrastructure, and state and local regulatory requirement costs;
6. Funding responsibilities and sources for development of the Project;
7. The parties/entities responsible for Project development activities; and
8. A Project development schedule.
21%fflI5610-0047 026
941081.02 allrz7N7 -4-
During the First Due Diligence Period, Developer shall prepare and provide certain
information to Agency and 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;
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 Site Plan that identify estimated indirect and direct Project
development costs;
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 provide to Agency any and all documentation that the Agency
considers necessary for it to assess the Developer's ability, both practically and
financially, to undertake and perform the Project ("Developer Documents'). Such
documentation may include, without limit, corporate formation or business entity
formation documents for the dealerships that may operate on the Site, franchise
agreements, statements of intent by interested manufacturers, proforma financial
forecasts and any other documentation reasonably related to this milestone.
Documentation that is described in this section shall be provided by Developer to
the Agency, without further request, promptly following the Commencement
2156N15610-0047 027
841081.02 a1127/07 -5-
Date, and Developer shall continue to provide new documentation as it is received
or as specifically requested by the Agency;
6. Agency shall provide Developer with 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 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; and
9. Developer and Agency shall attempt to identify a structure for the transfer of
the Site to Developer and operation of the Project (including, without limit, such
items as land cost, operating covenants, default and remedy provisions).
If, at the end of the First Due Diligence Period, Agency's Board of Directors ("Agency
Board") has not accepted the Site Plan, the transfer structure, the Developer Documents 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 VIIIQ of this Agreement, or the parties hereto
mutually agree, each in their sole and absolute discretion, to extend the First Due Diligence
Period and the Negotiation Period.
21561015610-0047 028
941081.02 al 127/07 -6-
C. Second Period: DDA Preparation Milestones
If the Site Plan, Developer's proposed financing, the tentative development schedule, the
Developer Documents and proposed structure of the transfer 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 an additional ninety (90) days of the Negotiation Period (the "Second Due
Diligence Period") to negotiate and attempt to finalize the DDA and to negotiate and attempt to
finalize the terms and conditions of a purchase agreement and related transfer documents for the
Site. If the parties proceed to the Second Due Diligence Period then Developer shall make
payment to the Agency for the DDA preparation as provided in Section III within ten (10)
business days of Agency's request.
If, at the close of the Negotiation Period, Developer has not executed and submitted a
DDA to Agency in a form and content that Agency staff and legal counsel approve, then 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 VIII.Q
of this Agreement, or the parties mutually agree, each in their sole and absolute discretion, to
extend the Second Due Diligence Period and the Negotiation Period.
D. Third Period: Performance of Environmental Review/Milestones
Entitlements/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 ninety (90) days ("Third Due Diligence Period") to enable the
Agency to: (i) prepare any required environmental documentation necessary to comply with
2156/015610-0047 029
841081.02 a1127/07 -7-
CEQA, (ii) prepare any necessary land use entitlements and (iii) 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 and milestones 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) the Agency expects Developer to meet the
milestones identified above in order to enter successive due diligence periods, (ii) neither party is
under any obligation to reach agreement on the DDA, the purchase agreement or other
documents the Agency may require to transfer the Site, and (iii) Agency and Developer each
reserves the right to approve or reject a DDA, purchase agreement or such other Project
documents, 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:
215"15610-0047 039
841081.02 a11a7N7 -8-
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 approval of the Site Plan, verification of Developer's financial
ability to purchase the Site and develop the Project, review and approval of
Developer Documents and the mutual agreement on transaction structure,
prepare and attempt to finalize a DDA and the purchase agreement and
related transfer documents for the Site on terms acceptable to the Agency.
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.
2. Developer Obligations
a) Use its commercially reasonable efforts to investigate the Site;
2156N15610-0047
841081.02 a1127/07 -9- O 1
b) Timely submit preliminary drafts of the following items: site plans,
building exterior elevations, schematic drawings, the tentative Project
development schedule, detailed Project development costs, Project pro
formas summarizing the total Project and prospective returns and other
related documents necessary for Agency and City review and reasonably
requested of Developer;
c) Timely submit development financing options, projected sources of
equity and other capital to purchase the Site and develop and operate the
Project; and
d) Timely submit Developer Documents.
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. Notwithstanding the prior sentence, the Developer shall pay: (1) $15,000
to the Agency to compensate the Agency for the cost (including Agency consultants and attorney
fees) of preparing, negotiating and implementing the DDA and (2) Developer's proportionate
share of the preparation of any environmental documentation for the 19.9 Acre Property, which
share shall equal to the percentage of the Site's acreage compared to the 19.9 Acre Property. In
connection with item (1) in the preceding sentence, Developer's payment of $15,000 shall not be
subject to replenishment.
2156A15610-0047 032
841081.02 eurnro7 -10-
IV. RETENTION OF DISCRETION TO APPROVE THE PROTECT,
ENTITLEMENTS AND DDA: NO PRE -COMMITMENT
It is anticipated that the Project, the DDA and the purchase agreement and other transfer
documents 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. 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 Proiect as Contained in the DDA
The parties understand that Agency has the complete and unfettered discretion to reject
the DDA and other documents 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 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 DDA or the purchase agreement 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
2156/015610.0047 033
941081.02 a1127/07 -I I-
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 Agency
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, purchase
agreement or lease; 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.
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. However, in the event that the Agency transfers
the Site to the City, which it is free to do in its sole and absolute discretion, then Developer's
negotiations pursuant to this Agreement shall be with the City.
2156/015610-0047 1 . 0 3 7t
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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:
4095 E. Palm Canyon Dr.
Palm Springs, CA 92264
Tel: (760) 773-5000
Fax: (877) 353-6234
C. Proiect Manner
The Project Manager(s) for Developer will be Jerry G. Johnson. 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.
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 the Agency Executive
Director, which approval may be given or withheld in Agency Executive Director's sole and
absolute discretion. Regardless, any such Assignment shall not release Developer from liability
2156NIS610-0047 841081.02 A 1/27/07 -13- O 5
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.
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 (which is
contemplated to occur as part of the Third Due Diligence Period), 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 reimburse Developer
for costs incurred by Developer in assisting Agency and City to prepare such documentation.
Developer shall also pay its proportionate share of the cost of preparing the environmental
documentation as provided in Section M.
VIL 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.
2156/015610-0047
841081.02 al rz7N7 -14- 036
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.
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 VIII, Developer's exclusive remedy for an uncured Agency default
2I%/OI IO-W47
841081.02 a11a7M -15- .. 037
37
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
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 ten (10) days
from the date of the written notification to cure such default. If such default is not cured within
the ten (10) 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
2156N156104047
841081.02.1127107 -16-
038
interest; or (ii) the parties reach an impasse in their negotiation of the DDA or purchase
agreement 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. The
Agency shall have sole discretion in selecting its defense counsel.
G. Notices. Demands and Communications Between the Parties
Formal notices, demands, and communications between Agency and Developer shall be
given by any of the following methods: (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 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
2156/015610-0047
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039
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: VIP Motor Cars, Ltd.
Attn: Jerry G. Johnson
4095 E. Palm Canyon Dr.
Palm Springs, CA 92264
Tel: (760) 773-5000
Fax: (877) 353-6234
With Copy to:
Notices personally delivered or delivered by document delivery service shall be deemed
effective upon receipt. Notices delivered by reputable document delivery service such as Federal
Express that provides a receipt showing date and time of delivery shall be deemed effective on
the 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 party may
from time to time designate by formal notice given in accordance with this Section (G)1.
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 terms 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.
2156/015610-0047
841081.02 a11a7/07 -18- 040
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
financing, tenant or manufacturer 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 he 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.
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I Interpretation
The terms 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.
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.
215W15610-0047 042
841081.02nunm -20-
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.
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.
215WI15610 W47
841081.02 allMW -21- 0 4 3
S. Covenant to Not Cause Violation of Statutes Relating to Relocation of Vehicle
Dealerships
The Developer represents and warrants that it is not seeking to relocate an existing
automobile dealership. Developer shall not take any action that would result in a violation by the
Agency or City of California Government Code Section 53084 or Health & Safety Code Section
33426.7. Developer further agrees to indemnify, defend, and hold harmless the Agency or City
from and against any claims, proceedings, losses, costs, or expenses incurred as a result of any
such violation arising out of actions by Developer.
[Signatures contained on following page]
215"15610-0047
841081.02 al1/27/07 -22- ' O i
IN WITNESS WHEREOF, Agency and Developer have executed this Agreement on the
Dated:
makIlA
M
respective dates set forth below.
Veronica J. Montecino, CMC, Secretary
APPROVED AS TO FORM:
RUTAN &TUCKER, LLP
Agency Counsel
Dated:
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY
Agency Executive Director
"DEVELOPER"
V.I.P. MOTOR CARS, LTD., a
California corpo tion
By:
Titl:
Title:
2156m15610-oo47
841081.02 sll/27ro7 -23- 045
EXHIBIT A
DEPICTION OF 19.9 ACRE PROPERTY
[TO BE INSERTED]
2156015610-0047
841081.02 a11/27p07
EXHIBIT B
DEPICTION OF THE SITE
(TO BE INSERTED
21%ffll56100047 0 4 7
841081.02sivnm7
EXHIBIT C
EARLY ENTRY AGREEMENT
This Early Entry Agreement ("Agreement") is entered into as of , 2007, by
and among the ILA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and
politic ("Agency") and V.I.P. MOTOR CARS, LTD., 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 11111 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 sale of the Site by Developer for
Developer's development and construction on the Site of three new automobile operations,
including, a Mercedes Benz operation, a BMW operation and a yet -to -be named third automobile
operation, which operations will be phased to initially operate as service facilities and pre -owned
vehicle ale points, and are expected to be followed by later operation of new vehicle dealerships
selling primarily luxury sports vehicles and related infrastructure("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:
1. 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.
2156p1561041047
841081.02 s11rz7107
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 Term 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
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, the ENA 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 sixty-five (165) 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.
5.1 Notice of Potential Existence of Cultural Resources. Without limiting the
generality of the foregoing, Developer is hereby notified and understands that there may be
cultural resources located on the Site. Developer acknowledges and is aware that state laws
require that Developer take specific actions (including cessation of work and notification of a
"most likely descendant") if cultural resources are found. Developer represents and warrants that
its work on the site shall comply with applicable laws in this regard. In the event that Developer
finds cultural resources during its activity under this License, it shall immediately cease work and
notify the Planning Director. Further work shall not commence unless and until the Agency
investigates and determines a course of action.
215WIS610-0047
841081.02 al MW -2-
049
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 "Indemnitee" 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:
(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 tortious 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.
The Agency shall have sole discretion in selecting its defense counsel.
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
21561015610-OD47
841081.02 all,27107 -3-
05q
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.
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 Attorney'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 terms of this Agreement.
2156/015610-0047
841081.02 a11M)07 -4-
051
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:
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: V.I.P. Motor Cars, Ltd.
Attn: Jerry G. Johnson
4095 E. Palm Canyon Dr.
Palm Springs, CA 92264
Tel: (760) 773-5000
Fax: (877) 353-6234
With Copy to:
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-ON7 _5_ ., 052
841081.02 an27N7
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date first above -written.
"DEVELOPER"
V.I.P. MOTOR CARS, LTD., a
By:
Name:
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY,
a public body, corporate and politic
C
Agency Executive Director
21%ffl1 10-0"7
841081.02 e1127107 -6- 053
EXHIBIT "1"
DEPICTION OF SITE
[TO BE INSERTED]
2156MIS610-0047 ` O
841081.02 a1127107