Loading...
2009 08 04 RDAeaf q4adja 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 Quinta, California 92253 Regular Meeting TUESDAY, AUGUST 4, 2009 3:30 P.M. Closed Session / 4:00 P.M. Open Session Beginning Resolution No. RA 2009-007 CALL TO ORDER Roll Call: Agency Board Members: Adolph, Evans, Henderson, Sniff, Chairperson Franklin 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. Redevelopment Agency Agenda 1 August 4, 2009 1. 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 LOCATED SOUTHEAST OF THE MILES AVENUE AND WASHINGTON STREET INTERSECTION AND NORTH OF THE WHITEWATER STORM CHANNEL. PROPERTY OWNER/ NEGOTIATOR: CP DEVELOPMENT LA.QUINTA, LLC, RICHARD OLIPHANT. 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 PROPERTIES IDENTIFIED AS APNs: 773- 370-028 AND -029, SILVERHAWK APARTMENT HOMES. PROPERTY OWNER/NEGOTIATORS: BATTAGLIA, INC., RICHARD BATTAGLIA. 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 CERTAIN REAL PROPERTY LOCATED ON THE WEST SIDE OF WASHINGTON STREET, NORTH OF AVENUE 48 (APN: 643- 090-024. PROPERTY OWNER/NEGOTIATOR: JOHN LAING HOMES, STEVE BARI. 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 WRITTEN CORRESPONDENCE WRITTEN CORRESPONDENCE FROM CENTRE POINTE DATED JULY 29, 2009. "• M 002 Redevelopment Agency Agenda 2 August 4, 2009 APPROVAL OF MINUTES 1. APPROVAL OF MINUTES OF JULY 21, 2009. CONSENT CALENDAR NOTE: Consent Calendar items are considered to be routine in nature and will be approved by one motion. 1. APPROVAL OF DEMAND REGISTER DATED AUGUST 4, 2009. 2. APPROVAL OF A CONTRACT SERVICES AND REVOCABLE LICENSE AGREEMENT WITH PRECISION LANDLEVELING AND AUTHORIZATION OF THE EXPENDITURE OF FUNDS FOR CONTRACT FARMING OF THE UNDEVELOPED PROPERTY AT SILVERROCK RESORT. 3. APPROVAL OF AN AGREEMENT TO AMEND THE REDEVELOPMENT PLAN BY AND BETWEEN THE CITY OF LA QUINTA, THE LA QUINTA REDEVELOPMENT AGENCY, THE COUNTY OF RIVERSIDE, AND THE REDEVELOPMENT AGENCY FOR THE COUNTY OF RIVERSIDE. BUSINESS SESSION - NONE 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 September 15, 2009, 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. Redevelopment Agency Agenda 3 August 4, 2009 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 August 4, 2009, 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 July 31, 2009. DAt��4 uly 31, 200 C ��� g"o VERONICA J. WNTECINO, City Clerk City of La Quinta, California Public Notice Any writings or documents provided to a majority of the Redevelopment Agency regarding any item on this agenda will be made available for public inspection at the City Clerk counter at City Hall located at 78-495 Calle Tampico, La Quinta, California, 92253, during normal business hours. Redevelopment Agency Agenda 4 August 4, 2009 0'" WRITTEN CORRESPONDENCE ITEM: July 29, 2009 Tom Genovese, City Manager City of La Quinta 70-495 Calle Tampico La Quinta, California 92253 Re: Centre Pointe — Lot 7 Dear Tom; We have another proposed use for this lot that includes an Assisted Care Facility, a Church and Affordable Senior housing. We have been able to assemble these uses, together with available financing. We have submitted several proposals for uses on Lot 7 with no success of approval. Each time we, and our clients, have spent a substantial amount of time and money on renderings and presentations. I am suggesting that we be allowed to make our presentation of these new uses before the Council at a study session. We believe we can answerahe Councils questions and arrive at a project we both will be proud of. In these economic times, time is of the essence. We have the equity interested and certainly do not want to lose them. I am, therefore, suggesting the study session be before your September 15`h meeting. I would ask you to consider this at your meeting in August. I will be happy to meet with staff to review our proposal before the September meeting to make sure they have had ample opportunity to understand the issues and are able to develop answers for them. We appreciate your consideration. With Special Regarts, Richard R. Oliphant 1� Partner r 005 O� La�� • �O • m7N� F U �GF`If OF TS�''9� COUNCIL/RDA MEETING DATE: August 4, 2009 ITEM TITLE: Demand Register Dated August 4 2009 RECOMMENDATION:_ It is recommended the Redevelopment Agency Board: Receive and File the Demand Register Dated August 4, 2009 of which $264,358.77 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 006 `ter 4ZPQu:,rw COUNCIL/RDA MEETING DATE: August 4, 2009 ITEM TITLE: Approval of a Contract for Services and Revocable License Agreement with Precision Landleveling and Authorization of the Expenditure of Funds for Contract Farming of the Undeveloped Property at SilverRock Resort RECOMMENDATION: AGENDA CATEGORY: BUSINESS SESSION: CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: Approve a Contract for Services and Revocable License Agreement with Precision Landleveling (Attachment 1); authorize the expenditure of funds for contract farming of the undeveloped property at SilverRock Resort; and authorize the Executive Director to execute the agreement. FISCAL IMPLICATIONS: Current management and maintenance for the undeveloped SilverRock property is funded through the Redevelopment Agency (Account No. 401-9001-702.32-15)• There is $450,000 budgeted in this account for Fiscal Year 2009-2010. If approved, this Contract for Services and Revocable License Agreement will cost $345,000 per year for an initial term of three years with the option of extending the contract an additional two years, thus saving the Agency approximately $100,000 from the budgeted amount for Fiscal Year 2009-2010. BACKGROUND AND OVERVIEW: SilverRock Resort consists of 520+ acres. Approximately 290 acres of the property remain undeveloped. From the beginning of construction on the site, PM-10 measures have been in place for dust control and Air Quality Management District (AQMD) compliance by the Agency and various contractors working on the project. The Agency is responsible for the overall dust control for the undeveloped property at SilverRock Resort since the property is owned by the Agency. In 2005,.staff worked closely with AQMD to determine the best options to stabilize the undeveloped property. The options included water truck service, chemical stabilization, vegetative stabilization (at AQMD's suggestion), and contracting the property for agricultural use. Staff contacted local sod producers about the potential use of the undeveloped property at SilverRock Resort. These sod producers declined .rwhrl .. O Q 7 to explore the use of SilverRock Resort for farming in 2005 and recently declined again due to low demand for turf in this economy. On September 6, 2005, the Agency approved the SilverRock Resort Soil Stabilization, Project No. 2002-07M. As approved, it includes a combination of vegetative stabilization, water truck service, and chemical stabilization. This option gave the greatest flexibility for future development of SilverRock while providing cost effective dust control to the site. Planting vegetation for stabilization of the property provides long-term effectiveness and is a "Green" alternative to chemical stabilization. Currently, the practice of using a combination of vegetation, chemical stabilization, and water truck service is still being conducted through contracts and services. In order to facilitate event parking for City sponsored events, a temporary parking lot is located on the northeast corner of the undeveloped property, which contains 40 acres. An additional 5 acres of event parking are provided at the temporary clubhouse and on the west side of the driving range. During the Agency meeting on March 17, 2009, staff presented the Agency with six options for the continual PM10 Management and Temporary Parking Lot within the undeveloped property. The Agency gave staff direction to develop an agreement for a local farm business (Precision Landleveling/Madison Street Produce) to perform dust control functions on the undeveloped property at SilverRock Resort. The agreement with Precision Landleveling is to manage and maintain the entire 290 acres of undeveloped property at SilverRock Resort. The management and PM 10 will include; Plant and grow 45 acres of rye grass at the temporary parking lot including a small area by the driving range. These areas will be maintained for six months. This work will be to provide a rye grass area for event parking beginning in January, 2010. Installing above -ground irrigation around the entire perimeter and along the interior dirt roads including both CVWD canal roads. Precision Landleveling also has a water truck that will remain on site for additional PM10 control. Sudan grass will be planted on a three-year growth rotation for the 240 acres of undeveloped property. In the first year, 80 acres will be planted on the southeast section of the undeveloped property. In the second year, 80 acres will be planted on the northeast section of the undeveloped property. In the third year, 80 acres will be planted on the northwest section of the undeveloped property. Remove weeds and debris from the 80 acre Sudan grass area as well as the 45 acre temporary parking area. This also includes the removal of tamarisk trees. it 008 Clear the storm water retention basin annually which is located off of Avenue 52 and SilverRock Way, as well as the irrigation retention basin located in the center of the SilverRock Resort property just south of the CVWD canal. The annual cost for the management of the undeveloped property will be $345,000. Since the Sudan grass could be harvested and sold, the revenue from the sale of the Sudan grass can be used to reduce the $345,000 cost. Currently, there is little market for Sudan grass but its' sale could provide a small reduction in the costs to maintain the grass. Additionally, Sudan grass removes salts from the soil. Over a period of several seasons, the growing of Sudan grass will provide better growing conditions for the future golf course. Precision Landleveling will be provided a revocable license to farm up to 50 acres of property, at no cost to the City, to grow and sell fruits and vegetables. This operation would be separate from the management of the undeveloped property as indicated in the Contract Services and Revocable License Agreement. The agreement provides flexibility for the farming portion to be relocated on the undeveloped property if necessary. FINDINGS AND ALTERNATIVES: The alternatives available to the Agency include: 1. Approve a Contract for Services and Revocable License Agreement with Precision Landleveling; authorize the expenditure of funds for contract farming of the undeveloped property at SilverRock Resort; and authorize the Executive Director to execute the agreement; or 2. Do not approve a Contract for Services and Revocable License Agreement with Precision Landleveling and do not authorize the expenditure of funds for contract farming of the undeveloped property at SilverRock Resort; or 3. Provide staff with an alternative direction. My Edie Hylton Community Services Director Approved for submission by: ��n.,.o� � �iO ��-•v2�. Thomas P. Genovese, Executive Director Attachment: 1. Agreement • 009 ATTACHMENT 1 CONTRACT SERVICES AND REVOCABLE LICENSE AGREEMENT THIS CONTRACT SERVICES AND REVOCABLE LICENSE AGREEMENT (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency"), and PRECISION LANDLEVELING, INC., a California Corporation (the "Contractor"). RECITALS WHEREAS, Agency desires to utilize the services of Contractor as an independent contractor to provide the Agency with contract farming of the undeveloped property at SilverRock Resort for the purpose of dust and PM10 control. B. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees. C. Agency desires to retain Contractor, and Contractor desires to serve Agency to perform these services subject to the terms contained herein and all applicable local, state and federal laws and regulations. D. Agency is the owner of U.S. Trademark Registration No. 3,509,881 for the mark SR SILVERROCK (stylized), as well as Application Serial Nos. 78/426623, 77/521788 and 77/661713 to register the mark SR SILVERROCK RESORT (stylized), SR SILVERROCK (stylized) and SR SILVERROCK RESORT (stylized), respectively (collectively the "Trademarks"), which recite a variety of goods and services. The Trademarks are used by Agency in connection with property on which a luxury resort and retail venue and golf course have been developed (the "Propert "). Contractor seeks to use the Trademarks in connection with produce grown and sold on the Property (the "Licensed Goods"). NOW, THEREFORE, in consideration of the performance by the parties of the mutual promises, covenants, and conditions contained herein, the parties agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1. Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide those services related to approximately 290 undeveloped acres of property at SilverRock Resort (the "Property"), as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Contractor warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. Exhibit "A" also includes the Agency's provision to Contractor of a revocable license, as defined and conditioned in Exhibit "A" and as further governed by this Agreement, for the sole and exclusive purposes of permitting Contractor to use up to 50 acres of the Property (at a specific location as may be determined and relocated by Agency) for the purpose of Contractor growing vegetables and fruit together with the operation of a vegetable/fruit stand. Last Revised 06/02/09 1 0..^ 010 1.2. Compliance with Law. All services rendered hereunder and all actions taken by Contractor pursuant to the license shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La Quinta and any Federal, State or local governmental agency of competent jurisdiction. 1.3. Licenses Permits. Fees and Assessments. Except as otherwise specified herein, Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law and for any farming operation or retail sales of vegetables and fruits permitted by the license. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement or all actions taken by Contractor pursuant to the license. 1.4. Familiarity with Work. By executing this Agreement, Contractor warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by Agency, it shall immediately inform Agency of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.5. Standard of Care. Contractor acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Contractor's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Contractor represents to Agency that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Contractor, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by Agency, except such losses or damages as may be caused by Agency's own negligence. The performance of services by Contractor shall not relieve Contractor from any obligation to correct any incomplete, inaccurate or defective work at no further cost to Agency, when such inaccuracies are due to the negligence of Contractor. 1.6. Additional Services. In accordance with the terms and conditions of this Agreement, Contractor shall perform services in addition to those specified in the Scope of Services only when directed in writing to do so by the Contract Officer, provided that Contractor shall not be required to perform any additional services without compensation. Any addition in compensation not exceeding five percent (5%) of the Contract Sum may be approved by the Contract Officer. Any greater increase must be approved by the Agency. 1.7. Special Requirements. Additional terms and conditions of this Agreement, if any; which are made a part hereof are set forth in the "Special Requirements" provisions in Exhibits "A" and "D" which are incorporated herein by this reference and expressly made a part hereof. i Last Revised 06/02/09 -2' In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1, Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with Exhibit `B" (the "Schedule of Compensation") in a monthly amount of Twenty -Eight Thousand, Seven Hundred and Fifty Dollars ($28,750.00) not to exceed Three Hundred Forty -Five Thousand Dollars ($345,000.00) per year in any full year of the contract (the "Contract Sum"), except as provided in Section 1.6 and except as may be reduced by credit for sales of Sudan grass in Section 2.3. These payments are inclusive of all of Contractor's costs, and no reimbursement will be provided for Contractor's costs and expenses in carrying out these services. The method of compensation set forth in the Schedule of Compensation shall be paid in the manned in Section 2.2 but shall not exceed the Contract Sum. 2.2. Method of Payment. Subject to the reduction specified in Section 2.3, the Contract Sum will be payable in 12 monthly installments of $28,750.00, pending a monthly Performance Schedule (Exhibit C) review by and between the Contractor's representative and the Contract Officer Contractor shall submit to Agency no later than the tenth (loth) working day of such month, in the form approved by Agency's Finance Director, an invoice for services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the services provided, including labor, time, and materials. (2) Such invoice shall contain a certification by a principal member of Contractor specifying that the payment requested is for work performed in accordance with the terns of this Agreement. Agency will pay Contractor the sum due pursuant to this Agreement no later than thirty (30) days after invoices are received by the Agency's Finance Department. 2.3. Reduction in Contract Sum Upon Sale of Sudan Grass: The Contract Sum for a year shall be reduced by the amount equal to 80% of the Contractor's Sudan grass sales for the prior year (i.e., 80% of the prior year's Sudan grass sales shall be credited against the Agency's obligation to make Contract Sum payments). As noted in the Scope of Services, the Contractor shall be permitted to keep the remaining 20% of sales. The monthly payments specified in Sections 2.1 and 2.2 shall be adjusted downward to reflect one -twelfth of the adjusted Contract Sum. Contractor shall keep detailed records regarding the sales of the Sudan grass and shall provide an annual accounting of such sales in a form reasonably acceptable to the Agency's Executive Director. All of Contractor's records regarding the sales shall be available to the Agency upon request during business hours, and shall be maintained for at least three years after the termination or expiration of this Agreement. 3.0 PERFORMANCE SCHEDULE 3.1. Time of Essence. Time is of the essence in the performance of this Agreement. 3.2. Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within the time period established in Exhibit "C" (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. Last Revised 06102,09 -3- ,,. n. 012 3.3. Force Majeure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than Agency, and unusually severe weather, if Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4. Term. This Agreement shall commence on August 10, 2009 and expires on June 31, 2012 (initial term) unless earlier terminated pursuant to specific terms in this Agreement. This Agreement may be extended for two (2) additional one-year terms upon mutual agreement by both parties (extended term). Unless earlier terminated in accordance with Sections 7.7 or 7.8 of this Agreement, or the Schedule of Performance, this Agreement shall continue in full force and effect until completion of the services. 4.0 COORDINATION OF WORK 4.1. Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Joe Manion, President b. Bret Manion, Secretary It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for Agency to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. The foregoing principals may not be changed by Contractor and no other personnel may be assigned to perform the service required hereunder without the express written approval of Agency. 4.2. Contract Officer. The Contract Officer shall be Steve Howlett, Golf & Parks Manager or such other person as may be designated in writing by the Executive Director of the Agency. It shall be Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Contractor shall refer any decisions which must be made by Agency to the Contract Officer. Unless otherwise specified herein, any approval of Agency required hereunder shall mean the approval of the Contract, Officer. Last Revised 06/02/09 --4 ••••P 013 4.3. Prohibition Against Subcontracting or Assignment Preventions of Liens. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for Agency to enter into this Agreement. Except as set forth in this Agreement, Contractor shall not contract, subcontract with any other entity to perform in whole or in part the services required hereunder without the express written approval of Agency. In addition, neither this Agreement nor any interest herein (including, without limit the Revocable License) may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of Agency, with approval may be granted or withheld in the Agency's sole and absolute discretion. Any attempted or purported assignment or sub -contracting by Contractor without the Agency's express written approval shall be null, void and of no effect. In addition, Contractor shall take all steps necessary to insure that no supplier of goods or services to Contractor files any notice, lien or similar document against SilverRock Resort and shall be responsible for the immediate removal of any such cloud on the Agency's title to the Property. 4.4. Independent Contractor. Neither Agency nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of Agency and shall remain at all times as to Agency a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall have no power to incur any debt, obligation, or liability on behalf of Agency. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Agency. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to indemnify and hold Agency harmless from any and all taxes, assessments, penalties, and interest asserted against Agency by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation laws regarding Contractor and Contractor's employees. Contractor further agrees to indemnify and hold Agency harmless from any failure of Contractor to comply with applicable workers' compensation laws. Agency shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to Agency from Contractor as a result of Contractor's failure to promptly pay to Agency any reimbursement or indemnification arising under this Section 4.4. 4.5. Agency Cooperation. Agency shall provide Contractor with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Contractor only from or through action by Agency. 5.0 INSURANCE AND INDEMNIFICATION. 5.1. Insurance. Prior to the beginning any Work under this Agreement and throughout the duration of the term of this Agreement, Contractor shall procure and maintain, at its sole cost, and submit concurrently with its execution of this Agreement, insurance as described herein. All insurance coverage required by this Agreement shall be placed with insurers authorized to do business in the State of California with an A,M, Best and Company rating level of A- or better, Class VI or better, unless otherwise approved by the Agency's Risk Manager in writing. Last Revised 06/02/09 -5 a 014 5.1.1. Minimum Coverage. Insurance shall include the following (or broader) coverage: a. Insurance Services Office Commercial General Liability coverage "occurrence" form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate. b. Insurance Services Office form number CA 0001 or equivalent covering Automobile Liability, including hired and non -owned automobile liability with a minimum limit of $1,000,000 per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non -owned and hired auto endorsement to Contractor's commercial general liability policy. C. Contractor shall carry Workers' Compensation Insurance complying with California's worker's compensation laws, including statutory limits for workers' compensation and an Employer's Liability limit no less than $1,000,000 per accident or disease. 5.1.2. Required Endorsements. Liability insurance policies required to be provided by Contractor hereunder shall contain or be endorsed to contain the following provisions: a. Agency, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the Work or related to the Contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10 with an edition date prior to 2004, or its exact equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37 with an edition date prior to 2004. b. General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. Coverage will not be limited to Agency's vicarious liability. C. Liability coverage shall be primary and non-contributing with any insurance maintained by the Agency. d. Each policy required hereunder, and the associated evidence of coverage (including the workers' compensation and employer's liability policies), shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after 30 days' prior written notice has been given to Agency. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice. Last Revised 06,102/09 —6 �. ' 015 e. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of recovery prior to a loss. Contractor waives its right of recovery against Agency. 5.1.3. Verification of Coverage. Contractor shall deposit with Agency within fifteen (15) days of Notice to Proceed of the Contract certificates of insurance evidencing the coverage required hereunder and all required endorsements. 5.1.4. No Waiver or Obligation. There shall be no recourse against Agency for payment of premiums or other amounts with respect to the insurance required to be provided by Contractor hereunder. Any failure, actual or alleged, on the part of Agency to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of Agency. Agency has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this Agreement does not comply with these requirements or is canceled and not replaced, Agency has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Agency will be promptly reimbursed by Contractor or Agency will withhold amounts sufficient to pay premium from Contractor payments. 5.1.5. Prompt Notice. Contractor agrees to provide immediate notice to Agency of any claim or loss against Contractor arising out of the work performed under this agreement. Agency assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Agency. 5.1.6. Subcontractors. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor approved by Agency. All coverages for subcontractors, if any, shall be subject to all of the requirements stated herein unless otherwise approved in advance in writing by Agency's Risk Manager. 5.2. Indemnification. 5.2..1. Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless Agency, the City and any and all of their officials, employees and agents ("Indemnified Parties") from and against any and all liability, claims, suits, actions arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, actual attorney fees incurred by Agency, court costs, interest, defense costs including fees of expert Contractors or expert witnesses incurred in connection therewith and any other costs or expenses of any kind whatsoever incurred in relation to, as a consequence of or arising out of or in any way attributable in whole or in part to the performance of this agreement. All obligations under this provision are to be paid by Contractor as the Agency incurs them. Last RevisedW02i09 -7 016 5.2.2. Exception to Contractor's Obligation to Indemnify. Without affecting the rights of Agency under any provision of this agreement or this section, Contractor shall not be required to indemnify and hold harmless Agency as set forth above for liability attributable to the sole fault of City or Agency, provided such sole fault is determined by agreement between the parties or by the findings of a court of competent jurisdiction. This exception will apply only in instances where City or Agency is shown to have been solely at fault and not in instances where Contractor is solely or partially at fault or in instances where City's/Agency's fault accounts for only a percentage of the liability involved. In those instances, the obligation of Contractor will be all-inclusive and City/Agency will be indemnified for all liability incurred, even though a percentage of the liability is attributable to conduct of the City/Agency. 5.2.3. Contractor Acknowledgment. Contractor acknowledges that its obligation pursuant to this section extends to liability attributable to City/Agency, if that liability is less than the sole fault of City/Agency. 5.2.4. Indemnity Provisions for Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor, sub tier contractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this section. 5.2.5. No Waiver; Survival. Failure of Agency to monitor compliance with the requirements of this Section 5.2 imposes no additional obligations on Agency and will in no way act as a waiver of any rights hereunder. Contractor's obligation to indemnify and defend the; Indemnified Parties as a set forth herein is binding on the successors, assigns, or heirs of Contractor and shall survive the termination of this Agreement or this section. 5.3. Remedies. In addition to any other remedies Agency may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Agency may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Contractor to stop work under this Agreement and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. C. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies Agency may have. The above remedies are not the exclusive remedies for Contractor's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for Last Revised 06%02�09 —8 017 payments of damages to persons or property resulting from Contractor's or its subcontractors' performance of work under this Agreement. 6.0 RECORDS AND REPORTS. 6.1. Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning Contractor's performance of the services required by this Agreement as the Contract Officer shall require. 6.2. Records. Contractor shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 6.3. Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of Agency and shall be delivered to Agency upon termination of this Agreement or upon the earlier request of the Contract Officer, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by Agency of its full rights of ownership of the documents and materials hereunder. Contractor shall cause all subcontractors to assign to Agency any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify Agency for all damages suffered thereby. 6.4. Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Contractor shall not disclose to any other entity or person any information regarding the activities of Agency, except as required by law or as authorized by Agency. 6.5. Confidentiality. Contractor covenants that all data, documents, discussion, or other information, if any, developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor to any person or entity without prior written authorization by Agency. Agency shall grant such authorization if disclosure is required by law. All Agency data shall be returned to Agency upon the termination of.this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. 7.0 ENFORCEMENT OF AGREEMENT. 7.1. California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of Last Revised 06/02/09 018 California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2. Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, Agency may take such immediate action as Agency deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit Agency's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3. Retention of Funds. Agency may withhold from any monies payable to Contractor sufficient funds to compensate Agency for any losses, costs, liabilities, or damages it reasonably believes were suffered by Agency due to the default of Contractor in the performance of the services required by this Agreement. 7.4. Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. Agency's consent or approval of any act by Contractor requiring Agency's consent or approval shall not be deemed to waive or render unnecessary Agency's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. T5. Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such 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. 7.6. Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7. Termination Prior to Expiration of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 7.8 for termination for cause or as provided for termination of the License. Agency reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the Last Revised 06/02/09 -10- 0.1.9 notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. 7.8. Termination for Default of Contractor. If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, Agency may, after compliance with the provisions of Section 7.2, take over work and prosecute the same to completion by contract or otherwise, and Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that Agency shall use reasonable efforts to mitigate such damages), and Agency may withhold any payments to Contractor for the purpose of setoff or partial payment of the amounts owed Agency as previously stated in Section 7.3. 7.9. Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 8.0 AGENCY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 8.1. Non -liability of Agency Officers and Employees. No officer or employee of Agency shall be personally liable to Contractor, or any successor in interest, in the event or any default or breach by Agency or for any amount which may become due to Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2. Conflict of Interest. No officer or employee of Agency shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Contractor warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 8.3. Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1. Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Last Revised 06/02/09 -11- " .. P^ r2O Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. To Agency_ CITY OF LA QUINTA Attention: Steve Howlett 78-495 Calle Tampico P.O. Box 1504 La Quinta, CA 92247-1504 To Contractor: PRECISION LANDLEVELING Attention: Joe Manion P.O. Box 3028 Indio, CA 92202 9.2. Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 9.3. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail except as otherwise provided in Section 1.7. 9.4. Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 9.5. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 9.6. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. Last Revised 06;02109 12 • ^ 021 N IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CONTRACTOR: CITY OF LA QUINTA REDEVELOPMENT PRECISION LANDLEVELING, Inc., a AGENCY, a public body corporate and politic California Corporation THOMAS P. GENOVESE, Executive Director Dated: ATTEST: VERONICA J. MONTECINO, CMC, Secretary, La Quinta Redevelopment Agency APPROVED AS TO FORM: M. KATHERINE JENSON, Agency Counsel La Quinta Redevelopment Agency By: Name: Title: Last Revised 06/02/09 -13- 022 Exhibit A Scope of Services 1. Services to be provided: Precision Landleveling shall manage the entire 290 acres of undeveloped property at SilverRock Resort. This includes PM10 management and mitigation, installing above ground irrigation and growing Sudan grass to cover the large portion of the undeveloped area, removing current and future weeds including tamarisk trees, removing current and future debris from the property, cleaning the vegetation that grows in the storm water retention area, providing a temporary parking lot that can be used annually for events from November through April, and (subject to the limitations in this exhibit and the Agreement) a 50 acre farm operation. Irrigation. The above ground irrigation will cover the entire perimeter of the undeveloped property and the interior dirt roads including CVWD canal roads. A water truck shall be on site at all times. The above ground irrigation will additionally include providing water for the annual growing of 80 acres of Sudan grass and 40 acres of rye grass. The water costs will be included in the contractors' service. Sudan Grass. Sudan grass will be planted annually over 80 acres and will be maintained throughout the year. There will be a dormant season for the Sudan grass. The dormant grass will still require maintenance and irrigation for weed and dust control. Sudan grass is used by farmers to condition soils because of its abilities to remove salts and impurities from the soil. Sudan grass can be bailed and fed to livestock. Therefore, Contractor may, at its option, bail Sudan grass on the property for sale. Selling the Sudan grass may reduce the overall costs for maintaining the undeveloped property. The price of Sudan grass is directly affected by fuel prices. As fuel prices increase, the price of corn increases. The higher cost for corn causes livestock owners to purchase more Sudan grass which is cheaper than corn feed. • Percentage of Sudan Grass Sales Reduces Contract Sum - As an incentive and for compensation, the Contractor is entitled to retain 20% of the price received from Sudan grass sales. The Contract Sum for a year shall be reduced by the amount equal to the remaining 80% of the Contractor's Sudan grass sales for the prior year (i.e., 80% of the prior year's Sudan grass sales shall be credited against the Agency's obligation to make Contract Sum payments). • Annual Yield and Revenue Reports of Sudan Grass Sales - The contractor will provide an annual revenue report for the harvesting of Sudan grass based upon the current market. See Section 2.3 of the Agreement for additional requirements regarding accounting and records. Temporary Parking Lot. The City utilizes the 40 acres located at the northeast corner of SilverRock Resort along with 5 acres on the west side of the driving range for event parking, and has typically had the area planted with rye grass to control dust and make the area usable as a parking area during City sponsored events. As part of the Scope of Services, the contractor will annually plant the rye grass in October and maintain the grassed area through the month of April. Last Revised 0602/09 -14- • ' 023 This will provide at least six months of a special use area that can be used by the event parking. The contractor will require at least two days notice to remove the temporary irrigation for the use area with no additional cost to the City. Weed Removal. Tumbleweeds and Tamarisk trees are issues that continue to be a problem at SilverRock Resort. The tumbleweeds, when not eradicated, cause problems along Jefferson Street and at the Hideaway Development during wind events. Tamarisk trees are growing throughout the undeveloped property. These trees are difficult to remove and will damage the water features at SilverRock Resort if they are not eradicated. The contractor will annually remove these weeds from the 80 acre Sudan grass area and 40 acre rye grass area. Debris Removal. The perimeter of the SilverRock Resort development is mostly open landscape with a few wall and fence features. Unfortunately, this design provides access to trespassers who occasionally dump debris on the property. The contractor, as part of the services contract, will monitor trespass activity and remove current and future debris. Storm Water Retention Area. A storm water retention basin currently exists on the north section of the undeveloped property along Avenue 52 and just cast of the SilverRock Resort entrance. This retention basin is the termination point for the Calle Rondo Channel which collects most of the storm and run-off water from the La Quinta Cove and Village communities. The contractor will annually remove the vegetation that grows within and around the storm water retention area as part of the services contract. REVOCABLE LICENSE 1. GRANT; LIMITATION OF RIGHTS. Agency hereby grants to Contractor a non- exclusive, revocable license over the Licensed Property during the Term for the sole purpose of the activity identified below in Paragraph 3. 2. DESCRIPTION OF LICENSED PROPERTY. The Licensed Property shall consist of up to 50 acres and shall be located on the east side along Jefferson Street at a precise area to be determined by the Agency. The Agency may, upon ninety (90) days written notice, require Contractor to relocate its use of the Licensed Property as described below to an alternative site at SilverRock Resort ,or terminate this License altogether. Agency shall not be liable for any costs incurred by Contractor for relocation or termination and all such costs (including any costs already incurred) shall be borne solely by Contractor; provided, however, that if crops are planted prior to the date of the Agency's notice, then Agency shall compensate Contractor as provided in Paragraph 8 below. 3. USE OF LICENSED PROPERTY. Aside from Contractor's access to the Property for the purpose of performing the Scope of Services, Contractor may use the Licensed Property only for the following purposes: Growing vegetables and fruit together with the operation of a vegetable/fruit stand. The contractor shall not compete with the Old Town Farmers Market and will therefore remain closed on Sundays during the operation of the Farmers Market. 4. CONTRACTOR'S OPERATION. Contractor hereby acknowledges that the Property and Licensed Property is unimproved, undeveloped, and unoccupied. Contractor hereby lasl Revised 06102,09 -15- 024 assumes all risks of injury to person or property associated with the condition of the Property and Licensed Property, and Contractor's use of the Licensed Property is subject to the Indemnity provisions contained above in Agreement Section 5.2. All materials and equipment, if any, shipped or brought to the Property or Licensed Property under this Agreement shall be unloaded, checked and stored at no expense or risk to Agency. Contractor shall retain full responsibility and risk of loss for its materials, equipment and supplies stored on the Property or Licensed Premises. Contractor shall (i) conduct all activity in connection with this License at its sole cost and expense and in a safe manner and workmanlike manner and not allow any dangerous or hazardous conditions created by Contractor or its agents, representatives, consultants or contractors to occur on the Licensed Property during such activity and Contractor shall promptly and diligently cure any such conditions should they occur; (ii) comply with all applicable laws and governmental regulations (including, without limitation, any Hazardous Materials laws); (iii) keep the Licenses Property free and clear of all liens, lis pendens and other liens arising out of the entry or activity performed pursuant to this License; and (iv) provide to the Agency prior to initial entry the certificates of insurance required by this Agreement. 5. SECURIT'Y OF LICENSED PROPERTY. At all times, Contractor shall secure the Licensed Property to permit only lawful activity to occur on site. 6. NO RELOCATION ASSISTANCE. Contractor acknowledges that SilverRock Resort is a redevelopment project and Contractor's use of the Licensed Property is for the short term convenience of the Agency to help with the PM10 and dust control of the site. Contractor irrevocably and absolutely waives, releases and discharges the Agency, the City and any present or former employees, subsidiaries, officers, agents, consultants, attorneys, insurers, successors and assigns of the Agency or City from all claims that Contractor has or may be entitled to Relocation Assistance (defined below) or from all claims that Contractor is or may be deemed "displaced persons" as a result of termination of the License or relocation of the Licensed Property. It is understood and agreed that the Agency and City shall have no liability for any Relocation Assistance, including without limitation, relocation benefits payable under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601, et. seq.) and the implementing regulations thereto, or under Title I, Division 7, Chapter I of the Government Code of the State of California (Section 7260, et. seq.) and the California Relocation Assistance and Real Property Acquisition Guidelines (25 C.C.R. § 6000 et sue), or relocation assistance or benefits payable to any owner or tenants (collectively, "Relocation Assistance"). Contractor acknowledges that it has no property interest in the Licensed Property, and that it will have no claim for loss of business, loss of profits, or loss of goodwill upon termination of Contractor's use of the site. 7. REMOVAL OF CONTRACTORS PROPERTY. Upon termination of the License or relocation of the Licensed Premises Contractor shall remove any and all construction, structures, buildings, improvements and fixtures from the Licensed Property at its sole costs and expense. Such removal shall be completed no later than twenty (20) days after termination. If the Contractor does not adequately remove all such property, then the Agency may deduct the cost of doing so from the Contract Sum. Last Revised 06'02/09 -16 025 .:1 n 8. TERMINATION OF LICENSE. This is a revocable License and the Agency may terminate this License at any time and for any reason. Within 90 days of written notification of termination by the Agency, Contractor shall cease using the Licensed Property and shall remove all property as provided in Section 9 and shall restore the Licensed Property to its original condition or such other condition as is satisfactory to the Agency. :Notwithstanding this paragraph, if crops are planted prior to the date of the Agency's notice, then Agency shall compensate Contractor for (a) the actual out of pocket cost incurred by Contractor to acquire the crops/seeds/seedlings if such crops/seeds/seedlings were planted less than 90 days prior to the Agency's termination notice or (b) the the actual out of pocket cost incurred by Contractor to acquire the crops/seeds/seedlings as well as the market value of the crops (as agreed to by the Parties) if' such crops/seeds/seedlings were planted more than 90 days before the Agency's termination notice. 9. TRADEMARK LICENSE RIGHTS GRANTED. (a) General. Agency hereby grants to Contractor, and Contractor hereby accepts, upon the terms and conditions set forth herein, a non-exclusive, non -transferable, non- sublicensable, revocable license to use the Trademarks solely for the marketing and sale of the Licensed Goods. Contractor acknowledges that the Trademarks are owned solely and exclusively by Agency. Contractor hereby acknowledges and agrees that, except as set forth herein, Contractor has no rights, title or interest in or to the Trademarks and that all use of the Trademarks by Contractor shall inure to the benefit of Agency. Contractor agrees that it will not oppose, contest or challenge the validity of the Trademarks or Agency's ownership or registration thereof during the Tenn of this Agreement. Contractor understands and agrees that it does not have the right to use the Trademarks in any manner that weakens or impairs Agency's rights in and to the Trademarks. If, in Agency's sole determination, Contractor's use of the Trademarks weakens or impairs Agency's rights in and to the Trademarks, then Contractor agrees to immediately terminate or modify such use in accordance with Agency's instructions. In the event Contractor fails to 'terminate or modify such use as directed by Agency within ten (10) business days of having been notified by Agency, then Agency may terminate this Agreement. (b) Quality Standards. Upon Agency's request, Contractor shall furnish to Agency, at no expense to Agency, samples of License Goods offered by Contractor in connection with the Trademarks. Agency shall control the quality of all materials bearing the Trademarks and Contractor's use of the Trademarks. If Agency believes that the Trademarks are being used in a manner that could diminish Agency's rights in or protection of the Trademarks, Contractor agrees, at Contractor's sole cost and expense, to make whatever changes and/or corrections Agency deems necessary to protect the Trademarks. Contractor agrees that it shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Agency or the Trademarks. Licensee agrees to comply with all applicable local, state and federal laws and, at all times, to conduct its activities under this Agreement in a lawful manner. (c) Use and Display of Licensed Marks. Contractor agrees to use the Trademarks solely in the manner that Agency shall specify from time to time in Agency's sole discretion. After the Effective Date of this Agreement, all literature and materials printed, distributed or Last Revised 06/02/09 -17 ..0 r 0 2'` electronically transmitted by Contractor containing the Trademarks shall include the following notice: SILVERROCK and the SILVERROCK Logo are trademarks of the City of La Quinta. (d) Effect of Termination. Upon the termination of this Agreement, all rights granted to Contractor hereunder shall immediately revert to Agency. Thereafter, Contractor will refrain from further use of the Trademarks or any further reference to the Trademarks in connection with the sale or offering of any goods or services. (e) Cooueration and Protection. In the event any third party asserts a claim for infringement or unfair competition against Contractor based on allegedly superior rights in the Trademarks, or marks similar thereto, Contractor shall promptly notify Agency of said claim. Contractor agrees to cooperate with and assist Agency in protecting and defending the Trademarks against any claim, at Agency's expense; provided, however, that Agency shall have the sole right to determine whether any action shall be taken on account of any such infringement, claim or action. Contractor shall not take any action on account of any such infringement, claim or action without the prior written consent of Agency. SPECIAL REQUIREMENTS 1. ENVIRONMENTAL. (a) Approved List of Fertilizers and Pesticides- Only non -restricted and approved products will be used on the Property as identified on Exhibit "D" SilverRock Resort property. (b) Address Concerns Regarding Odors- Manure will not be used on the property, only dry and liquid fertilizers which do not have lingering odors. (c) Liability - Contractor shall be liable and responsible for the clean-up of any Hazardous Materials (defined below) or environmental contamination, which occur as a result of, or arises in connection with, any activities conducted by Contractor, its employees, agents, subcontractors or representatives, under this Agreement and shall indemnify and hold Agency and City of La Quinta harmless from and against any and all claims, losses, damages and injuries of any nature whatsoever resulting from or arising out of Contractor's activities under this Agreement, except to the extent resulting from the gross negligence or willful misconduct of Agency, its employees, agents, contractors or representatives. Contractor's obligation to observe and perform this covenant shall survive the expiration or other termination of this Agreement. If any toxic or chemical Hazardous Materials attributable to Contractor, its agents, employees, on -site subcontractors, or invitees, or the activities of any of them, are found in the soil, air, surface or ground water on, under or about the Property, Contractor, at its sole expense, shall promptly take any and all actions necessary to return the Property to the condition existing prior to the introduction of such Hazardous Materials to the Property in accordance with applicable laws and the requirements of all governmental agencies with jurisdiction, provided that Agency's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld. If Contractor causes or permits a 027 Last Revised 06,02i09 -18 ..! significant release of Hazardous Materials or is in material noncompliance with any applicable law or requirement of this Section, Agency may make a reasonable demand for action upon Contractor. If Contractor does not respond within thirty (30) days (unless there is an emergency, in.which case Contractor shall be required to respond as soon as practicable), Agency may, at its option, take reasonable actions to remedy the release or noncompliance at Contractor's sole expense, which sums shall be immediately due and payable to Agency as additional compensation. At any time during the term of this Agreement, Contractor shall, if required by any governmental agency, promptly take whatever steps are necessary to investigate and remedy any contamination by Hazardous Materials caused by Contractor, its agents, employees, on -site subcontractors or invitees. (d) For purposes of this Agreement, the term "Hazardous Materials" shall mean (1) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including, but not limited to, substances deemed as "hazardous wastes," "hazardous materials," "hazardous substances," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA "), 42 U.S.C. § 9601 et seq.; the Toxic Substance Control Act ("TSCA" ), 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act ( "RCRA"), 42 U.S.C. § 9601, et seq.; the Clean Water Act ("CWA"), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300 et seq.; the Clean Air Act ("CAA"), 42 U.S.C. § 7401 et seq.; the Hazardous Waste Control Law, California Health and Safety Code § 25025 et seq., the Carpenter -Presley -Tanner Hazardous Substance Account Act, California Health and Safety Code, Division 20, Chapter 6.8, the Hazardous Materials Release Response Plans and Inventory Act, California Health and Safety Code, Division 20, Chapter 6.95, The Underground Storage of Hazardous Substances Act, California Health and Safety Code, Division 20, Chapter 6.7, the Porter -Cologne Act, California Water Code § 13050 et seq. and in any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or other similar federal, state or local laws, regulations, rules or ordinances now or hereafter in effect relating to environmental matters (collectively the `Environmental Laws"); and (ii) any other substances, constituents or wastes subject to any applicable federal, state or local law, regulation, ordinance or common law doctrine, including any Environmental Law, now or hereafter in effect, including, but not limited to, (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor vehicle fuel, (E) asbestos, (F) lead in water, paint or elsewhere, (G) radon, (H) polychlorinated biphenyls (PCB's) and (I) urea formaldehyde. 19- 028 Last Revised 06/02/09 •�� Exhibit B Schedule of Compensation Payment under this Agreement shall be monthly amount of Twenty -Eight Thousand, Seven Hundred and Fifty Dollars ($28,750.00) not to exceed Three Hundred Forty -Five Thousand Dollars ($345,000.00) per year in any full year of the contract. The monthly payment is subject to downward adjustment pursuant to Section 2.3 of the Agreement. The monthly payments are inclusive of costs and expenses incurrent by Contractor. No reimbursables are provided for by the Agreement and such costs and expenses shall be the sole responsibility of Contractor. Additional authorized services beyond the scope of services outlined in this Agreement and in Exhibit A will be billed at Contractor's then current hourly consulting rates. Contractor's current hourly rates are set forth in the attached rate schedule. Last Revmd 06,02/09 -20- h0 029 G] PRECISION LANDLEWLING & CUSTOM FARMING 44�917 Golf Center Nfkway, Suite 12 • Indio, CA 92201 • 760-347-1585 • Fax 760-347.2295 Disking- $45.00 per acre Sprinkler Pipe- $25.00 perjoint per month Mowing- $85.00 per acre Labor- $45.00 per acre Plowing- $65.00 per acre Deep Ripping- $75,00 per acre Waterbuck-$100.00 per day Lasering- $150.00 per hour $800.00 per acre to plant & grow &oster Pump- $2300.00 per month plus diesel Last Revised 06/02/09 —21 Exhibit C Schedule of Performance Contractor shall complete all services in accordance with the Schedule of Performance set forth below and made a part of this Agreement: October Irrigation for Roads and Perimeter Sudan Grass Temporary Parking Lot Weed Removal Debris Removal Storm Water Retention Area Irrigation Retention Pond Farm Operation March Last Revised 06/02/09 -22 Exhibit D Special Requirements Contractor shall provide an approved list of fertilizers and pesticides. Only these non- restricted products will be used on the SilverRock Resort property. r. 32 Lest Revised 06,02/09 -23- T--mf 4 4 Qawcv COUNCIL/RDA MEETING DATE: August 4, 2009 ITEM TITLE: Approval of an Agreement to Amend Redevelopment Plan by and between the City of La Quinta, the La Quinta Redevelopment Agency, the County of Riverside, and the Redevelopment Agency for the County of Riverside RECOMMENDATION: AGENDA CATEGORY: BUSINESS SESSION: _ CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: Approve an Agreement to Amend Redevelopment Plan by and between the City of La Quinta, the La Quinta Redevelopment Agency, the County of Riverside, and the Redevelopment Agency for the County of Riverside and authorize the Executive Director to execute the Agreement. FISCAL IMPLICATIONS: The La Quinta Redevelopment Agency ("LQRDA") will reimburse the County Redevelopment Agency ("County RDA") for costs incurred by the County RDA in preparing and processing the County RDA Plan Amendment in an amount not -to - exceed $45,650. Adequate funds are budgeted in RDA PA #2 Low/Moderate Housing Tax Increment Fund, account number 246-9002-703.51-30. BACKGROUND AND OVERVIEW: The La Quinta Redevelopment Agency is proposing to amend La Quinta Redevelopment Project Area No. 2 ("Project Area No. 2") to add an existing 73 unit apartment complex, known as Washington Street Apartments, and a 5.8 acre vacant parcel ("Fifth Amendment"). Combined, these contiguous properties are 12.42 acres in size and are located east of Washington Street and south of Hidden River Road; they were annexed into the City in December 2007. The Agency purchased the vacant parcel and the apartment complex in October 2008 to increase its supply of affordable "A 033 housing units. The Agency will rehabilitate the existing apartment complex and is planning to construct up to 84 new apartment homes on the vacant parcel. The existing apartment complex is occupied by very low and low income senior and handicapped households. The new apartment homes would be slated for the same types of households. The California Redevelopment Law ("CRL") mandates that the La Quinta Redevelopment Agency secure 1,994 affordable dwellings. These dwellings must feature covenants to ensure that they remain affordable to very -low, low or moderate - income households for 45 to 55 years (45 years for single-family dwellings and 55 years for multi -family dwellings). To date, the Agency has secured, or is in the process of securing, 1,589 units. The subject properties would contribute to this effort. Per the CRL, a redevelopment agency must produce two affordable units for every one unit it receives credit for, if the properties are located outside of the redevelopment agency's redevelopment project area; the redevelopment agency receives a one for one credit if the dwellings are located in a project area. In order to help facilitate the rehabilitation of the existing units, to develop additional affordable units and receive one for one unit credit for the subject property's existing and proposed affordable units, the Agency is proposing to amend the Redevelopment Plan add the properties to Project Area No. 2. The La Quinta Project Area No. 2 was established in 1989 and has been amended four times. Section 33320.2 of CRL states that an unblighted, noncontiguous area may be included in a project area if it is being used predominantly for the construction and rehabilitation of low- or moderate -income housing, as long as that area is not included for the purpose of obtaining tax increment and the redevelopment agency will not use the power of eminent domain in that area. The subject properties meet these provisions. The amendment process begins with the preparation and approval of a Preliminary Plan. The LQRDA Board approved the Preliminary Plan for the Fifth Amendment to the Redevelopment Plan for the La Quinta Redevelopment Project Area No. 2 on July 18, 2008. As part of the approval process, taxing agencies and the State Board of Equalization must also review and approve the Preliminary Plan. During its review of the Preliminary Plan, the State Board of Equalization discovered that the Washington Street Apartment property, consisting of 6.62 acres, was part of the County RDA's Desert Communities Redevelopment Project Area ("Desert Communities Project Area"); the 5.8 acre vacant parcel is not in the Desert Communities Project Area. Multiple title companies were unable to find any recorded documents defining the Desert Communities Project Area as required by the CRL; therefore, the LQRDA was unaware that the property was already in a project area. Staff immediately initiated discussions with the County to remove the Washington Street Apartment property from the Desert 034 Communities Project Area. Because the LQRDA owns the property, the property is no longer generating revenue to the County RDA due to the zero tax base (i.e., the property is no longer subject to property taxes). Therefore, the County is amenable to removing the Washington Street Apartment property from the Desert Communities Project Area. To accomplish this, Agency Counsel has worked with County Counsel to draft an agreement to amend the Desert Communities Project Area (Attachment 1). Under this agreement, the County will prepare and process a Redevelopment Area Plan Amendment. All required tasks and a timeline are included as Exhibit 'B' to the attached agreement. To help facilitate the process, the LQRDA agrees to reimburse the County in an amount not -to -exceed $45,650 for some if its costs to prepare the amendment, including consultant, administrative, and legal fees as follows: $28,650 for Plan Amendment preparation and processing $ 2,000 for financial review of any impacts on existing County bond holders $10,000 maximum for County RDA internal administration $ 5,000 maximum for County RDA legal services $45,650 The entire County process will take approximately ten months. Once the County has removed the property from Desert Communities Project Area, the LQRDA can complete the process to add these properties to Project Area No. 2. The process will include (1) reviewing the draft plan amendment text, Report to the City Council, Mitigated Negative Declaration, and consenting to a joint public hearing on the Fifth Amendment; and (2) conducting a joint public hearing with the City Council and LQRDA Board on the Fifth Amendment. The County Board of Supervisors and County Redevelopment Agency Board are not meeting during August 2009. It is expected they will approve this agreement at their September 1, 2009 meeting. FINDINGS AND ALTERNATIVES: The alternatives available to the Agency include: 1. Approve an Agreement to Amend Redevelopment Plan by and between the City of La Quinta, the La Quinta Redevelopment Agency, the County of Riverside, and the Redevelopment Agency for the County of Riverside and authorize the Executive Director to execute the agreement; or 2. Do not approve an Agreement to Amend Redevelopment Plan by and between the City of La Quinta, the La Quinta Redevelopment Agency, the County of Riverside, and the Redevelopment Agency for the County of Riverside; or •. 035 3. Provide staff with alternative direction. Respectfully submitted, i e- 1 c) tog� 4 r Douglas R. Evans Assistant City Manager — Development Services Approved for submission by: Thomas P. Genovese, Executive Director Attachment: 1. Agreement to Amend Redevelopment Plan 036 ATTACHMENT 1 AGREEMENT TO AMEND REDEVELOPMENT PLAN This AGREEMENT TO AMEND REDEVELOPMENT PLAN ("Agreement") is made and entered into this _ day of 2009 ("Effective Date"), by and among the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic ("City RDA"), the CITY OF LA QUINTA, a California municipal corporation and charter city organized and existing pursuant to the California Constitution ("City"), the REDEVELOPMENT AGENCY FOR THE COUNTY OF RIVERSIDE, a public body, corporate and politic ("County RDA"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California ("County"). Each of the City, City RDA, County, and County RDA are sometimes individually referred to hereinafter as a "Party," and collectively referred to hereinafter as the "Parties." RECITALS: A. In October of 2007, the City annexed into the territorial limits thereof (a) that certain real property located at 42-800 Washington Street (the "42-800 Property"); and (b) that certain unimproved real property located adjacent to the 42-800 Property (the "Adjacent Property"). The 42-800 Property is improved with an apartment complex commonly known as the Washington Street Apartments, which consists of 73 apartment units that are restricted to occupancy by very low income senior or handicapped households. The 42-800 Property and Adjacent Property are hereinafter collectively referred to as the "Property," and are legally described in Exhibit "A", which is incorporated herein by this reference. B. On or about October 31, 2008, the City RDA acquired fee title to the Property. C. The City and City RDA have recently discovered that the Property is located in the County RDA's Desert Communities Redevelopment Project Area (the "County RDA Project Area"). D. Because of the acquisition by the City RDA, the Property is no longer generating revenue to the County RDA because of the zero tax base. E. Given the zero tax base, the County RDA may be able to remove the Property from the County RDA Project Area pursuant to existing indentures for several existing bond issues upon the certification of an Independent Fiscal Consultant concluding that the security of the outstanding bonds or the rights of the holders of the bonds will not be materially adversely impaired by said proposed disposition. If such report concludes that such security will be materially adversely impaired by the proposed disposition, the County may not approve an amendment of the Redevelopment Plan for the County RDA Project Area (the "County RDA Plan") to eliminate the Property from the County RDA Project Area (a "County RDA Plan Amendment"). D. The Parties now wish to provide for the County RDA Plan Amendment in order to allow the City RDA to implement an affordable housing project on the Property. „ r 037 882/015610-0047 983095.04 a06/18/09 AGREEMENT: NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein and made a part hereof by this reference, and for other valuable consideration, the sufficiency of which is hereby acknowledged, the City, City RDA, County, and County RDA hereby covenant and agree as follows: L Amendment to County RDA Plan. The County shall prepare and process the County RDA Plan Amendment. To effect the County RDA Plan Amendment, the County and County RDA shall take all of the actions set forth in the schedule attached hereto and incorporated herein as Exhibit "B" (the "Schedule"), within the timeframes set forth therein, and any other actions required in order to effect the County RDA Plan Amendment in accordance with all applicable requirements of the California Community Redevelopment Law (the "CRL"). 2. City RDA Reimbursement of County RDA Costs. The City RDA shall reimburse the County RDA for the following costs actually incurred by the County RDA in preparing and processing the County RDA Plan Amendment: • Urban Futures, Inc.'s fee of Twenty -Eight Thousand Six Hundred Fifty Dollars ($28,650) to prepare, and to assist the County RDA to process, the County RDA Plan Amendment; • Urban Analytics fee of approximately Two Thousand Dollars ($2,000) to conduct an independent financial review of the proposed County RDA Amendment and its impact on existing bond holders; • Actual costs and expenses incurred by the County RDA in processing the County RDA Plan Amendment (but not including costs or expenses allocated to the County RDA's internal administrative payroll or overhead expenses), estimated to be not more than Ten Thousand Dollars ($10,000); and • Charges and fees incurred by the County RDA for legal services provided by County Counsel, estimated to be not more than Five Thousand Dollars ($5,000). 3. Effectiveness of Amendments. The County and County RDA each acknowledge and agree that upon the effective date of the ordinance to be adopted by the County approving the County RDA Plan Amendment, (i) the Property will cease to be located in the County RDA Project Area, (ii) the County will no longer collect any taxes from the Property pursuant to subdivision (b) of Section 33670 of the Health and Safety Code, (iii) the County RDA may no longer undertake activities to implement the County RDA Plan within the Property, and (iv) the Property shall be free from any indebtedness that the County RDA has incurred or does incur, in the future, in carrying out the County RDA Plan. 4. Hold Harmless/Indemnification. City shall indemnify and hold harmless the County RDA, the County, all the Agencies, Districts, Special Districts and Departments of the County and their respective directors, officers, Board of Supervisors, elected and appointed 882/015610-0047 _ r O 8 983095.04 a061I8/09 0 , , officials, employees, agents and representatives ("Indemnified Parties") from any liability whatsoever, based or asserted upon any obligation of City and/or City RDA, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature whatsoever arising from the performance of City and/or City RDA, its officers, agents, employees, subcontractors, agents or representatives from this Agreement. City shall defend, at its sole expense, all costs and fees including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards, the Indemnified Parties in any claim or action based upon such alleged acts or omissions. Notwithstanding the foregoing, City shall not be responsible for any damages or liability to the extent caused by the negligence or willful misconduct of County or the County RDA or any of their respective officers, officials, members, employees, agents, or representative. With respect to any action or claim subject to indemnification herein by City, City shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of County RDA or County; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes City's indemnification of Indemnified Parties as set forth herein. City's obligation hereunder shall be satisfied when City has provided to County RDA the appropriate form of dismissal relieving the Indemnified Parties from any liability for the action or claim involved. In the event there is conflict between this clause and California Civil Code Section 2782, this clause shall be interpreted to comply with Civil Code 2782. Such interpretation shall not relieve the City fi•om indemnifying the Indemnified Parties to the fullest extent allowed by law. 5. County and County RDA Covenant not to Object or Bring Claims. The County and the County RDA hereby acknowledge that the City intends to process, concurrently with the County's processing of the County RDA Amendment, an amendment to the Redevelopment Plan for the La Quints Redevelopment Project Area No. 2 (the "City RDA Amendment"). The County and the County RDA, for themselves and their agents, representatives, assigns, officers, and members (collectively, the "Covenanting Parties"), hereby covenant not to raise any objections or bring any claims against the City or City RDA with respect to the City RDA Amendment, unless the report described in Recital E of this Agreement concludes that the security described therein will be materially adversely impaired by the County RDA Plan Amendment. 6. Amendments. Any amendment hereto shall be in writing and shall be signed by authorized representatives of each of the Parties hereto prior to being valid. 7. Notice. Formal notices, demands, and communications between the City, City RDA, County, and County RDA shall be sufficiently given if (i) personally delivered, (ii) delivered by a reputable same -day or overnight courier services that provides a receipt showing date and time of delivery, (iii) delivered by United States mail, registered or certified, postage prepaid, return receipt requested, or (iv) delivered by facsimile transmission, provided the 882/015610-0047 r 039 983095.04 a06/I8/09 original of the faxed communication is delivered within twenty-four (24) hours by one of methods described in clauses (i), (ii), or (iii) of the foregoing. Delivery shall be made to the following addresses: If to City/Agency: City of La Quinta La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Manager/Executive Director Fax: (760)777-7101 with a copy to: Rutan & Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626 Attn: M. Katherine Jenson, Esq. Fax: (714)546-9035 If to County/County RDA: County of Riverside Redevelopment Agency for the County of Riverside P.O. Box 1180 Riverside, CA 92502 Attn: Executive Director Fax: 951-955-6686 Notices that are personally delivered; delivered by messenger/courier, or by fax (provided there is compliance with the terms of clause (iv) above) shall be deemed effective upon receipt. Notices delivered by mail shall be deemed effective upon the earlier of actual receipt by the addressee thereof or the expiration of forty-eight (48) hours after depositing in the United States Postal System in the manner described in this Section. Such written notices, demands, and communications may be sent in the same manner to such other addresses as a party may from time to time designate by mail. Written notices, demands and communications between the City, City RDA, County, and County RDA shall be sufficiently given if (i) delivered by hand, (ii) delivered by reputable same - day or overnight messenger service that provides a receipt showing date and time of delivery, or (iii) dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the applicable Party(ies) at the addresses set forth above. Such written notices, demands and communications may be sent in the same manner to such other addresses as any Party may from time to time designate by mail as provided above. A notice signed by legal counsel for a Party and delivered to another Party in accordance with this Section shall be deemed notice delivered by the Party on whose behalf such legal counsel is acting. Any written notice, demand, or communication shall be deemed received immediately if delivered by hand or delivered by messenger in accordance with the preceding paragraph, and 882/015610-0047 r 040 983095.04 a06/18/09 shall be deemed received on the third (3rd) day from the date it is postmarked if delivered by registered or certified mail in accordance with the preceding paragraph. 8. Severability/Waiver/Integration/Interpretation; Entire Agreement. 8.1 Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. , 8.2 Waiver. All waivers of the provisions of this Agreement, unless specified otherwise herein, must be in writing and signed by the appropriate authorities of the Party granting the waiver. No delay or omission by any Party hereto in exercising any right or power accruing upon the compliance or failure of performance by any other Party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by any Party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by another Party shall not invalidate this Agreement nor shall it be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 8.:3 Integration. This Agreement contains the entire Agreement between the Parties concerning the subject matter hereof and none of the Parties rely on any warranty or representation not contained in this Agreement. 8.4 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 any Party by reason of the authorship of this Agreement or any other rule of construction that might otherwise apply. 8.5 Entire Agreement. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors -in -interest with respect to all or any part of the subject matter hereof. 9. Governing Law. This Agreement shall be governed by the internal laws of the State of California without regard to conflicts of law. 10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one original and all of which shall be one and the same instrument. [End - Signature Page Follows] 041 882/015610-0047 983095.04 a06/18/09 IN WITNESS WHEREOF, the City, City RDA, County, and County RDA have executed this Agreement by duly authorized representatives on the date first written hereinabove. "City RDA" LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic Date ATTEST: By: Secretary APPROVED AS TO FORM RUTAN & TUCKER, LLP By: Attorneys for the La Quinta Redevelopment Agency "City" Thomas Genovese Executive Director CITY OF LA QUINTA, a California municipal corporation and charter city organized and existing under the California constitution Thomas Genovese City Manager ATTEST: By: City Clerk APPROVED AS TO FORM: RUTAN & TUCKER, LLP By: City Attorney 042 892/015610-0047 983095.04 a06/18/09 "County RDA" REDEVELOPMENT AGENCY FOR THE COUNTY OF RIVERSIDE, a public body, corporate and politic Date: Jeff Stone, Chairman Board of Directors ATTEST: By: Secretary APPROVED AS TO FORM: LOW Agency Counsel "County" COUNTY OF RIVERSIDE, a political subdivision of the State of California Jeff Stone, Chairman Board of Supervisors ATTEST: L-fi Clerk of the Board APPROVED AS TO FORM: County Counsel O43 882/015610-0047 983095.04 a06/I8/09 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY All of that certain real property in the City of La Quinta, County of Riverside, State of California, described as follows: PARCEL A (42-800 Property): A portion of the South half of the South half of the Northwest quarter (S 1/2 NW 1/4) of Section 18, Township 5 South, Range 7 East of the San Bernardino Meridian, and that portion of Parcels 1 and 2 of Parcel Map 12323 as per map recorded in Book 56 page 27, County of Riverside, State of California, being more particularly described as follows: Commencing at the West one -quarter (W 1/4) comer of Section 18, Township 5 South, Range 7 East of the San Bernardino Meridian, County of Riverside, State of California, said point being on the centerline of Washington Street; thence North 89' 39' 27" East along the East- West one -quarter (E-W 1/4) Section line of said Section 18, a distance of 40.00 feet to the Easterly line of said Washington Street, said point being 40.00 feet Easterly of the centerline of said Washington Street, as measured at right angles thereto, and being also the true point of beginning; Thence North 00' 08' 34" East along the Easterly line of said Washington Street, a distance of 664.07 feet to the centerline of Hidden River Road; Thence North 89' 34' 27" East along the centerline of said Hidden River Road, a distance of 435.29 feet; Thence South 00' 08' 34" West, a distance of 400.32 feet to the Southerly line of Parcel 2 of Parcel Map No. 12323, filed in Parcel Map Book 56, Page(s) 27 and 28, of Official Records (OR.) County of Riverside, State of California; Thence North 89' 34' 27" East, along the Southerly line of Parcel 2 and continuing along the Southerly line of Parcel 3, both of said Parcel Map No. 12323, a distance of 849.27 feet; Thence South 00' 20' 33" East, a distance of 265.62 feet to the East-West one -quarter (E-W 1/4) Section line of said Section 18; Thence South 89' 39' 27" West along the East-West one -quarter (E-W 1/4) Section line of said Section 18, a distance of 1286.80 feet to the point of beginning. Said description is pursuant to that certain Notice of Lot Line Adjustment No. 5167, recorded October 15, 2007 as Instrument No. 2007-636486, Official Records. Excepting therefrom that portion as conveyed to the La Quinta Redevelopment Agency by that certain Grant Deed recorded October 15, 2007 as Instrument No. 2007-0636489. M�' 044 Assessor's Parcel Number: 609-040-007-0 and 609-040-023-4 PARCEL B (Adjacent Property) A portion of the South half of the South half of the Northwest quarter (S 1/2 S 1/2 NW 1/4) of Section 18, Township 5 South, Range 7 East of the San Bernardino Meridian, County of Riverside, State of California, being more particularly described as follows: Commencing at the West one -quarter (W 1/4) corner of Section 18, Township 5 South, Range 7 East of the San Bernardino Meridian, County of Riverside, State of California, said point being on the centerline of Washington Street; thence N89°39'27"E along the East-West one -quarter (E-W 1/4) section line of said Section 18, a distance of 40.00 feet to the Easterly line of said Washington Street, said point being 40.00 feet Easterly of the centerline of said Washington Street, as measured at right angles thereto, and being also the true point of beginning; Thence N00°08'34"E along the Easterly line of said Washington Street, a distance of 133.75 feet; Thence N89°34'27"E along the Easterly line of said Washington Street and continuing along the Southerly line of Parcel 1 of Parcel Map No. 12323, filed in Parcel Map Book 56, Pages 27 and 28, of Official Records (OR.) County of Riverside, State of California, a distance of 330.03 feet; Thence N00°08'34"E along the easterly line of said Parcel 1, a distance of 130.01 feet; Thence N89°34'27"E along the Southerly line of Parcel 1 and continuing along the Southerly lines of Parcel 2 and Parcel 3, all of said Parcel Map No. 12323, a distance of 954.54 feet; Thence S00°20'33"E, a distance of 265.62 feet to the East-West one -quarter (E-W 1/4) section line of said Section 18; Thence S89°39'27"W along said East-West one -quarter (E-W 1/4) section line, a distance of 1286.80 feet to the point of beginning. Said parcel contains 6.83 acres (297,393 square feet), more or less. 045 EXHIBIT `B" SCHEDULE OF PERFORMANCE Performance Task Time for Completion 1. County prepares and circulates to City and City RDA Within thirty (30) days after Draft Amended Preliminary Plan for County RDA Project Effective Date. Area. 2. City provides comments on Draft Amended Preliminary Within fourteen (14) days after Plan for County RDA Project Area. City receives from County. 3. County Planning Commission amends County RDA Within fourteen (14) days after Project Area boundaries to eliminate the Property, amends County receives City the existing Project Area Preliminary Plan and forwards to comments. the County RDA. (H&S Code § 33322-33324.) 4. County RDA accepts Preliminary Plan amendments, Within fourteen (14) days after directs preparation of the County RDA Plan Amendment County Planning Commission and authorizes transmittal of Statement of Preparation. actions pursuant to Task No. 3. (H&S Code § 33322-33324.) 5. County prepares Initial Study and conducts necessary Within sixty (60) days after CE A analysis. Effective Date. 6. County Planning Commission adopts resolution Within sixty (60) days after submitting report and recommendation concerning County RDA actions in Task conformity of County RDA Plan Amendment to the No. 4. County General Plan. (H&S Code §§ 33347 and 33453.) 7. County and County RDA adopt resolutions consenting to Within fourteen (14) days after a joint public hearing on the County RDA Plan County Planning Commission Amendment; County RDA adopts resolution authorizing actions in Task No. -7-.6. circulation of draft County RDA Plan Amendment and adopting and transmitting the County RDA's report to the County; County adopts resolution receiving and adopting the County RDA's Report to the County. (H&S Code §§ 33351, 33352, 33355, 33451.5, and 33458.) 8. County and County RDA hold joint public hearing on Within sixty (60) days after County RDA Plan Amendment. (H&S Code § 33451.) County and County RDA actions in Task No. 977. 9. County adopts resolution approving written responses to Within fourteen (14) days after written objections to County RDA Plan Amendment (if County and County RDA joint necessary), and conducts first reading of ordinance public hearing adopting County RDA Plan Amendment. (H&S Code §§ 33359, 33363, 33364. C46 10. County conducts second reading of ordinance adopting Within fourteen (14) days after County RDA Plan Amendment. County conducts first reading 11. County RDA transmits copies of ordinance to affected One (1) day after County taxing and other entities pursuant to CRL 33457 and conducts second reading records County RDA Plan Amendment. 047