2011 06 14 RDA9
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NOTICE AND CALL OF SPECIAL MEETING
OF THE LA QUINTA REDEVELOPMENT AGENCY
TO THE MEMBERS OF THE REDEVELOPMENT AGENCY OF THE CITY OF LA
QUINTA AND TO THE CITY CLERK:
NOTICE IS HEREBY GIVEN that a special meeting of the Redevelopment
Agency of the City of La Quinta is hereby called to be held on June 14, 2011
starting with closed session at 1:00 p.m., followed by open session at 1:30 p.m. at
La Quinta City Hall, 78-495 Calle Tampico, La Quinta, California.
Said special meeting shall be for . the purpose of
considering several purchase and sale agreements.
Dated: dwxr, I , 2,U I I
Attest,
Veronica J. Ygtecino, CMC, City Clerk
DECLARATION OF POSTING
I, Veronica J. Montecino, City Clerk of the City of La Quinta, do hereby declare
that the foregoing agenda for the Special La Quinta Redevelopment Agency
meeting of June 14, 2011, 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 June 13, 2011.
DATED Aune 13, 2011
Veronica J. ntecino, City
City of La Winta, California
001
REDEVELOPMENT AGENCY 1 JUNE 14, 2011
&# 4 44dja
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
Special Meeting
TUESDAY, JUNE 14, 2011
1:00 P.M. Closed Session / 1:30 P.M. Open Session
Beginning Resolution No. RA 2011-019
CALL TO ORDER
Roll Call:
Agency Board Members: Adolph, Evans, Franklin, Sniff, Chairperson Henderson
PUBLIC COMMENT
At this time, members of the public may address the Redevelopment Agency on any
matter not listed on the agenda. Please complete a'"request to speak" form and limit your
comments to three minutes.
CLOSED SESSION
NOTE: Time permitting the Redevelopment Agency Board may conduct Closed Session
discussions during the dinner recess. Persons identified as negotiating parties are not
invited into the Closed Session meeting when acquisition of real property is considered.
1. CONFERENCE WITH THE AGENCY'S REAL PROPERTY NEGOTIATOR,
THOMAS P. GENOVESE, PURSUANT TO GOVERNMENT CODE SECTION
54956.8 CONCERNING POTENTIAL TERMS AND CONDITIONS OF
ACQUISITION AND/OR DISPOSITION OF CERTAIN REAL PROPERTIES
DESCRIBED AS FOLLOWS: APNs / PROPERTY OWNERS / NEGOTIATORS:
776-076-002 THRU 005 AND 776-076-010 THRU 013 / UNION HOME
LOANS, INC. / LANE SCHOLES u 002
REDEVELOPMENT AGENCY AGENDA 1 JUNE 14, 2011
2. CONFERENCE WITH THE AGENCY'S REAL PROPERTY NEGOTIATOR,
THOMAS P. GENOVESE, PURSUANT TO GOVERNMENT CODE SECTION
54956.8 CONCERNING POTENTIAL TERMS AND CONDITIONS OF
ACQUISITION AND/OR DISPOSITION OF CERTAIN REAL PROPERTIES
DESCRIBED AS FOLLOWS: APNs / PROPERTY OWNERS / NEGOTIATORS:
773-077-013 AND 773-101-013 / DONALD AND JULIE PARKER
3. CONFERENCE WITH THE AGENCY'S REAL PROPERTY NEGOTIATOR,
THOMAS P. GENOVESE, PURSUANT TO GOVERNMENT CODE SECTION
54956.8 CONCERNING POTENTIAL TERMS AND CONDITIONS OF
ACQUISITION AND/OR DISPOSITION OF CERTAIN REAL PROPERTIES
DESCRIBED AS FOLLOWS: APNs / PROPERTY OWNERS / NEGOTIATORS:
773-094-001 THRU 006 AND 773-094-013 / YESSAYIAN FAMILY LTD.
PARTNERSHIP / BUDDY YESSAYIAN
RECESS TO CLOSED SESSION
RECONVENE AT 1:30 P.M.
1:30 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.
FIRMATION OF AGENDA
APPROVAL OF MINUTES - NONE
CONSENT CALENDAR
NOTE: Consent Calendar items are considered to be routine in nature and will be approved
by one motion.
1. ADOPTION OF A RESOLUTION APPROPRIATING REDEVELOPMENT FUNDS
FOR THE HIGHWAY 111 MEDIAN ISLAND LANDSCAPE IMPROVEMENTS,
MAKING CERTAIN FINDINGS PURSUANT TO HEALTH AND SAFETY CODE
SECTION 33445(a) WITH RESPECT TO SUCH EXPENDITURES AND
APPROVING A FINANCING AGREEMENT WITH THE CITY OF LA QUINTA
,. 003
REDEVELOPMENT AGENCY AGENDA 2 JUNE 14, 2011
2. ADOPTION OF A RESOLUTION THAT APPROVES A PURCHASE AND SALE
AGREEMENT WITH UNION HOME LOANS, INC., ET AL., MAKES FINDINGS
PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445, AND
APPROPRIATES FUNDS TO ACQUIRE LAND IDENTIFIED AS APNs 776-076-
002 THROUGH 005; 776-076-010 THROUGH 013
3. ADOPTION OF A RESOLUTION THAT APPROVES A PURCHASE AND SALE
AGREEMENT WITH DONALD AND JULIE PARKER, MAKES FINDINGS
PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445, AND
APPROPRIATES FUNDS TO ACQUIRE LAND IDENTIFIED AS APNs 773-077-
013 AND 773-101-013
4. ADOPTION OF A RESOLUTION THAT APPROVES A PURCHASE AND SALE
AGREEMENT WITH YESSAYIAN FAMILY LTD. PARTNERSHIP, MAKES
FINDINGS PURSUANT TO HEALTH AND SAFETY CODE SECTION 33445,
AND APPROPRIATES FUNDS TO ACQUIRE LAND IDENTIFIED AS APNs 773-
094-001 THROUGH 006 AND 773-094-013
BUSINESS SESSION
1. CONSIDERATION OF A RESOLUTION APPROVING THE OWNER
PARTICIPATION AGREEMENT BETWEEN THE LA QUINTA REDEVELOPMENT
AGENCY AND TORRE NISSAN, FOR THE PROPERTY LOCATED AT 79-125
HIGHWAY 111 AND THE APPROPRIATION OF FUNDS
A. RESOLUTION ACTION
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 June 21,
2011 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.
004
REDEVELOPMENT AGENCY AGENDA 3 JUNE 14, 2011
DECLARATION OF POSTING
1, 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 June
14, 2011, 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 June 13, 2011.
DATED
VERONICA
City of La (
Public Notice
13, 201 1
California
Clerk
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
JUNE 14, 2011
COUNCILIRDA MEETING DATE: June 14, 2011
ITEM TITLE: Adoption of a Resolution Appropriating
Redevelopment Funds for the Highway 111 Median
Island Landscape Improvements, Making Certain
Findings Pursuant to Health and Safety Code Section
33445(a) with Respect to Such Expenditures and
Approving a Financing Agreement with the City of
La Quinta
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
Adopt a Resolution of the La Quinta Redevelopment Agency appropriating $1,325,556
from Project Area No. 2 for the Highway 1 1 1 Median Island Landscape Improvements
(Attachment 1), making certain findings pursuant to Health and Safety Code Section
33445(a) with Respect to Agency's Expenditures, approving a Financing Agreement
with the City of La Quinta, and authorizing the Executive Director to execute the
Financing Agreement
FISCAL IMPLICATIONS:
The proposed improvements were originally included within the City's Fiscal Year
2009-2010 Capital Improvement Plan for a total funding amount of $1,321,624. It
was originally anticipated that the funding for the project would come from the City's
Transportation Developer Impact Fee (DIF) Fund. Due to the extremely low number of
building permits that have been issued over the past few years, the Transportation DIF.
funds are less than anticipated, and need to be used for other priority project.
General Fund dollars are not available for the project. Staff is therefore recommending
that the project be funded with a loan from Redevelopment Agency Project Area
Number 2 funds, in the amount of $1,325,556, to the Transportation DIF. A
Financing Agreement has been prepared by the City Attorney (Attachment 2). The
Agreement provides for interest at the rate of 7% unless a different rate is required by
law.
CHARTER CITY IMPLICATIONS:
If staff's recommendation is approved, the project will be partially funded by
Redevelopment Project Area Number 2. As a consequence, the project will be
advertised as a prevailing wage improvement.
BACKGROUND AND OVERVIEW:
The project is located on Highway 111 between Adams Street and Jefferson Street.
The proposed improvements include the installation of landscape, irrigation, and accent
lighting within the previously constructed median islands.
Additional details relating to the project and the staff's recommendation are set forth in
the corresponding staff report for the City Council item on this matter.
FINDINGS AND ALTERNATIVES:
The alternatives available to the City Council include:
1. Adopt a Resolution of the La Quinta Redevelopment Agency appropriating
$1,325,556 from Project Area No. 2 for the Highway 111 Median Island
Landscape Improvements, making certain findings pursuant to Health and Safety
Code Section 33445(a) with Respect to Agency's Expenditures, approving a
Financing Agreement with the City of La Quinta, and authorizing the Executive
Director to execute the Financing Agreement ; or
2. Do not Adopt a Resolution of the La Quinta Redevelopment Agency
appropriating $1,325,556 from Project Area No. 2 for the Highway 1 1 1 Median
Island Landscape Improvements, making certain findings pursuant to Health and
Safety Code Section 33445(a) with Respect to Agency's Expenditures,
approving a Financing Agreement with the City of La Quinta, and authorizing the
Executive Director to execute the Financing Agreement; or
3. Provide staff with alternative direction.
Respectfully submitted,
4At
T" othy R. ony
Public W s Di+ctor/City Engineer
Approved for submission by:
�omas P. Genovese, Executive Director
Attachments: 1. Vicinity Map
2. Financing Agreement
RESOLUTION NO. 2011-
A RESOLUTION OF THE LA QUINTA
REDEVELOPMENT AGENCY OF THE CITY OF LA
QUINTA CALIFORNIA CONSENTING TO THE
EXPENDITURE OF FUNDS FOR THE HIGHWAY 111
MEDIAN ISLAND LANDSCAPE IMPROVEMENTS,
MAKING CERTAIN FINDINGS PURSUANT TO
HEALTH AND SAFETY CODE SECTION 33445(a)
WITH RESPECT TO THE AGENCY'S
EXPENDITURES, AND APPROVING A FINANCING
AGREEMENT BETWEEN THE CITY AND THE LA
QUINTA REDEVELOPMENT AGENCY RELATING TO
THE IMPROVEMENTS
WHEREAS, the Highway 111 Median Island Landscape Improvements are
located in La Quinta Redevelopment Project Area No. 2 (the "Project Area"); and
WHEREAS, the construction and installation of the Highway 111 Median
Island Landscape Improvements would afford the Redevelopment Agency the
opportunity to address the blighting conditions; and
WHEREAS, there is inadequate funding within the City's General Fund,
Development Impact Fee Fund or from other sources to construct the proposed
Highway 111 Median Island Landscape Improvements, in that (1) the City's General
Funds are needed to provide essential public services, such a police services and
maintenance of existing public improvements, (2) payments into the City's
Development Impact Fee Fund has sharply declined with the economic downturn, and
(3) the amounts currently on deposit in Development Impact Fee Fund needed for other
public infrastructure projects and to fund the repayment of certain financing and
reimbursement agreements and; and
WHEREAS, there are many vacant businesses along the Highway 111
corridor in the City of La Quinta, and the Median Island Landscape Improvements will
enhance the overall appearance of the area and encourage the public to come to the
area and support the local businesses; and
WHEREAS, proceeding with the construction and installation of the
Highway 111 Median Island Landscape Improvements at this point in time will help to
stimulate the local economy by providing local jobs and construction -related
expenditures; and
WHEREAS, when the economy improves, additional development along
the Highway 111 corridor will occur and provide funding to the Development Impact
Fee Fund to reimburse the La Quinta Redevelopment Agency for the advancement of
Resolution 2011-
Highway 111 Median Island Landscape
Adopted: June 14, 2011
Page 2
funds needed for this project; and
WHEREAS, it would be in the best interest of the public to construct and
install the Highway 111 Median Island Landscape Improvements.
NOW, THEREFORE, BE IT RESOLVED, by the La Quinta Redevelopment Agency of the
City of La Quinta, California, as follows:
SECTION 1. The above recitals are true and correct and are adopted as
the findings of the Agency Board.
SECTION 2. The Agency Board hereby appropriates Agency funding to be
utilized for the Highway 111 Median Island Landscape Improvements, and approves
and authorizes the Executive Director to execute a Financing Agreement between the
City of La Quinta and the La Quinta Redevelopment Agency to facilitate the Agency's
advance of the necessary funds.
SECTION 3. Pursuant to Health and Safety Code Section 33445(a), the
Agency finds and determines that:
A. The construction and installation of the Highway 111 Median Island Landscape
Improvements is of benefit to the Project Area and to the immediate
neighborhoods in which the improvements are located.
B. No other reasonable means of financing the Highway 111 Median Island
Landscape Improvements are available to the community at this point in time.
Resolution 2011-
Highway 111 Median Island Landscape
Adopted: June 14, 2011
Page 3
C. The Highway 111 Median Island Landscape Improvements will assist in the
elimination of one or more blighting conditions inside the Project Area, and are
consistent with the Redevelopment Agency's implementation plan adopted
pursuant to Section 33490.
PASSED, APPROVED and ADOPTED at a special meeting of the La Quinta
Redevelopment Agency held on this 14th day of June 2011, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
TERRY HENDERSON, Chairperson
La Quinta Redevelopment Agency
ATTEST:
VERONICA J. MONTECINO, CMC, Secretary
La Quinta Redevelopment Agency
(SEAL)
APPROVED AS TO FORM:
M. KATHERINE JENSON, Agency Counsel
La Quinta Redevelopment Agency
City of La Quinta, California
ATTACHMENT 2
FINANCING AGREEMENT
THIS FINANCING AGREEMENT ("Agreement") is made and entered into this 14th
day of June, 2011, by and between the LA QUINTA REDEVELOPMENT AGENCY, a public
body corporate and politic ("Agency"), and the CITY OF LA QUINTA, a charter city and
municipal corporation ("City").
RECITALS
WHEREAS, Agency is a public body, corporate and politic, organized under the
California Community Redevelopment Law (Health & Safety Code § 33000 et SeMc .); and
WHEREAS, City is a municipal corporation and a charter city of the State of California
organized and existing under the Constitution of the State of California; and
WHEREAS, Agency, pursuant to Health and Safety Code Section 33445, is authorized to
provide funding, including in the form of loan financing, for the development of publicly owned
improvements; and
WHEREAS, City and Agency mutually desire to enter into this Agreement to set forth
their respective obligations with respect to a public improvement financing loan by the Agency
to the City's Transportation Impact Fee fund ("Transportation DIF Fund") in the amount of
($1,276,516) to be used by the City to meet the cost of installing the Highway I I I Median Island
Landscape Improvements ("Landscape Improvements"); and
WHEREAS, without the loan set forth herein such publicly owned improvements to the
City's Transportation would not be developed for many years until such time as sufficient
Transportation DIF fees were collected; and
WHEREAS, it is anticipated that the loan financing set forth herein shall be repaid by
City from the future collection of Transportation DIF fees as new private development occurs in
the community; and
WHEREAS, no portion of the loan funds are to used for any purpose not permitted by
Health and Safety Code Section 33445 as such code section exists on the date of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter
contained, Agency and City agree as follows:
Aqencv Loan; Interest; Use of Loan Principal.
Agency hereby loans to City the principal amount of $1,276,516 ("Loan Principal") from
currently available tax increment funds for Redevelopment Project Area No. 2. Interest shall
accrue on the outstanding loan principal at the earning rate of 7% per annum unless a lesser
percentage is required by law, and shall be adjusted quarterly. The Loan Principal shall be used
p 013
only for the Highway I I I Median Landscaping Improvements. No portion of the Loan Principal
shall be used for any purpose not permitted by Health and Safety Code Section 33445 as it exists
on the date of this Agreement.
Repayment.
The Loan Principal and the accrued interest shall be repaid by City in annual installments
from available monies paid into the Transportation DIF Fund. The first annual installment shall
be for the period from the date of this Agreement to June 30, 2012, and shall be paid to Agency
not later than July 31, 2012. Subsequent annual installments shall cover succeeding fiscal year
periods and shall be payable by the July 31" following the end of a fiscal year (i.e., second
annual installment shall be for the period July 1, 2012 through June 30, 2013, and shall be
payable by July 31, 2013). The amount of each payment shall be not less than the amount of
Transportation DIF Fees collected by City during the period to which a particular installment
payment applies. City shall be entitled to repay all or part of the Loan Principal at any time with
no other charges, fees, or penalties. All amounts due under this Agreement shall be payable at
the offices of the City.
Subordination.
The repayment of the Loan Principal by City shall be junior and subordinate to all City
obligations incurred prior to the date of this Agreement.
Non -Recourse Obligation.
No officer, official, employee, agent, or representatives of City shall be liable for any
amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall
be personally enforced against any such officer, official, employee, agent, or representative.
Entire Agreement; Amendments.
This Agreement shall constitute the entire agreement of the parties. This Agreement may
be amended or modified only by an agreement in writing signed by the parties.
[end — signature page follows]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their authorized representatives, as of the date first above written.
"AGENCY"
LA QUINTA REDEVELOPMENT AGENCY
M
ATTEST:
Veronica Montecino, Agency Secretary
APPROVED AS TO FORM:
M. Katherine Jenson, Agency Counsel
Terry Henderson, Chairwoman
"CITY"
CITY OF LA QUINTA
Lm-
ATTEST:
Veronica Montecino, City Clerk
APPROVED AS TO FORM:
M. Katherine Jenson, City Attorney
Don Adolph, Mayor
- 0,15
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OF
COUNCIL/RDA MEETING DATE: June 14, 2011
ITEM TITLE: Adoption of a Resolution That Approves
a Purchase and Sale Agreement with Union Home
Loans, Inc., et al., Makes Findings Pursuant to Health
and Safety Code Section 33445, and Appropriates
Funds to Acquire Land Identified as APNs: 773-076-
002 through 005; 773!076-010 through 013
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR:
STUDY SESSION:
PUBLIC HEARING:
Adopt a Resolution of the Redevelopment Agency that approves a Purchase and Sale
Agreement between the La Quinta Redevelopment Agency and Union Home Loans,
Inc., et al., subject to minor modifications approved by the Executive Director, that
finds that the acquisition of this property conforms with the requirements of Health
and Safety Code Section 33445, and appropriate from the reassignment of
$1,378,380 (401-1773-551) in the SilverRock Phase 2 Golf Course project.
FISCAL IMPLICATIONS:
The Redevelopment Agency will fund up to $1,378,380 to purchase this property;
these expenses are comprised of the purchase cost of $1,368,380 and up to $10,000
of customary closing costs. The funds for this acquisition are from the reassignment
of $1,378,380 in the SilverRock Phase 2 Golf Course project.
BACKGROUND AND OVERVIEW:
The Agency Board has directed staff to pursue the purchase of various properties in
the Village to facilitate off-street parking opportunities, the expansion of recreation
opportunities, public improvements, or the development of affordable housing. One
property identified by staff for potential purchase is a 52,630 square foot parcel
located west of Avenida Navarro and east of Avenida Villa. The property was
excavated for a parking garage that would serve a 20 unit time share development.
The owners subsequently filed for bankruptcy and the lender, Union Home Loans, Inc.,
foreclosed. Staff contacted Lane Scholes with Union Home Loans and expressed
interest in purchasing this property for $26.00 per square foot or $1,368,380. After
consideration, Union Home Loans, Inc. accepted this offer.
Per the Purchase and Sale Agreement (Attachment 1), the City of La Quinta would
purchase this property for a cost of $1,368,380 or $26.00 per square foot of land
area, plus customary closing costs. As part of this purchase, Union Home Loans, Inc.
would fill and re -compact the site per City specifications. The rational for purchasing
this property is to preserve vacant land for future affordable housing development, or
given this property's location immediately north of La Quinta Park, for possible public
parking or recreation uses.
Pursuant to Health and Safety Code Section 33445, the Agency may fund the cost to
acquire land and construct public improvements if the City Council and Agency Board
makes findings that support this expenditure, and if the City Council consents to
having the Agency expend these funds. The acquisition of this property will eliminate
blight in Project Area No. 1 by facilitating the expansion of recreation uses, or by
providing additional off-street parking opportunities, or facilitating the development of
affordable housing.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
1. Adopt a Resolution of the Redevelopment Agency that approves a Purchase and
Sale Agreement between the La Quinta Redevelopment Agency and Union
Home Loans, Inc., et al., subject to minor modifications approved by the
Executive Director, that finds that the acquisition of this property conforms with
the requirements of Health and Safety Code Section 33445, and appropriate
$1,378,380 from the reassignment of in the SilverRock Phase 2 Golf Course
project (401-1773-551); or
2. Do not adopt a Resolution of the Redevelopment Agency approving the
Purchase and Sale Agreement; or
3. Provide staff with alternative direction.
Respectfully submitted,
Debbie Powell
Economic Development Project Manager
/ Approved for submission by:
Thomas P. Genovese, Executive Director
Attachment: Purchase and Sale Agreement (will be provided prior to the
Redevelopment Agency meeting) 01
RESOLUTION NO. RA 2011-
A RESOLUTION OF THE LA QUINTA REDEVELOPMENT
AGENCY APPROVING AN AGREEMENT FOR PURCHASE
AND SALE BY AND BETWEEN THE AGENCY AND UNION
HOME LOAN INC., ET AL., RELATING TO THE
PROPERTY LOCATED AT 51-100 AVENIDA VILLA,
MAKING CERTAIN FINDINGS PURSUANT TO HEALTH
AND SAFETY CODE SECTION 33445 WITH RESPECT TO
THE AGENCY'S EXPENDITURE AND APPROPRIATING
$1,368,380 TO FUND THE ACQUISITION
WHEREAS, the La Quinta Redevelopment Agency ("Agency") is a redevelop-
ment agency organized and existing under the California Community
Redevelopment Law ("Health & Safety Code § 33000 et seq.) ("CRL") and has
been authorized to transact business and exercise the powers of a redevelopment
agency pursuant to action of the City Council of the City of La Quinta ("City
Council" or "City," as applicable); and
WHEREAS, pursuant to the CRL, the City Council approved and adopted the
Redevelopment Plan ("Redevelopment Plan") for La Quinta Project Area No. 1
("Project Area") on November 29, 1983, by Ordinance No. 43; and
WHEREAS, Agency staff has negotiated a Purchase and Sale Agreement
with the Union Home Loan Inc., which is the representative of the individual
property owners for real property bounded by Avenida Villa, Avenida Montezuma,
Avenida Navarro, and Calle Tampico ("Property"), to facilitate off-street parking
opportunities, the expansion of recreation opportunities, public facilities, or the
development of affordable housing (collectively, the "Infrastructure
Improvements"), to facilitate access to the Village; and
WHEREAS, the Property is located within the Project Area; and
WHEREAS, the Agreement would provide for the Agency's expenditure of
One Million Three Hundred Sixty -Eight Thousand Three Hundred Eighty Dollars
($1,368,380) plus closing costs to acquire the Property; and
WHEREAS, with the legislative body's consent and the satisfaction of certain
specified requirements set forth in Health and Safety Code Section 33445, the CRL
authorizes redevelopment agencies to expend tax increment' funds to acquire real
property for, and to fund the cost of the installation and construction of, publicly
owned buildings, facilities, and improvements; and
Resolution No. RA 2011-
Union Home Loan Inc. Purchase and Sale Agreement
Property bounded by Avenida Montezuma, Avenida Villa, Avenida Navarro, and Calls Tampico
Adopted: June 14, 2011
Page 2
I
WHEREAS, the Agreement is in accordance with the Redevelopment Plan
and is of benefit to the Project Area and the City of La Quinta; and
WHEREAS, the Agency's financial contribution pursuant to the Agreement is
necessary to effectuate the purposes of the Redevelopment Plan;
NOW THEREFORE, BE IT RESOLVED by the La Quinta Redevelopment
Agency, as follows:
SECTION 1. The above recitations are true and correct.
SECTION 2. Pursuant to Health and Safety Code Section 33445(a), the
La Quinta Redevelopment Agency finds and determines that:
A. The acquisition of the Property pursuant to the Agreement for the future
development of the Infrastructure Improvements is of benefit to the Project
Area, by helping to eliminate blight within the Project Area, in that the
Infrastructure Improvements will consist of public infrastructure
improvements, and the Redevelopment Plan provides for the elimination, and
prevention of the spread, of blight and blighting influences through the
installation, construction, or re -construction of streets, utilities, and other
public facilities and improvements.
B. No other reasonable means of financing the purchase of the Propertyy or the
Infrastructure Improvements are available to the community, for the
following reasons: (i) City monies are dedicated to critical police, fire, and
other necessary expenditures, including other capital improvement projects;
(ii) the only practical means of paying for the Property and Infrastructure
Improvements is to use Agency funding; (iii) without Agency funding, the
Property could not be acquired and the Infrastructure Improvements would
not be completed, all to the detriment of the Project Area.
C. The acquisition of the Property and the future installation of the
Infrastructure Improvements are consistent with the Agency's
implementation plan adopted pursuant to Health and Safety Code Section
33490 ("Implementation Plan"), in that improving public infrastructure and
facilities within the Project Area are goals set forth in the Implementation
Plan.
SECTION 3. The Agency's expenditure for the Property for future
development with the Infrastructure Improvements is necessary to effectuate the
u 019
Resolution No. RA 2011-
Union Home Loan Inc. Purchase and Sale Agreement
Property bounded by Avenida Montezuma, Avenida, Villa, Avenida Navarro, and Calls Tampico
Adopted: June 14, 2011
Page 3
purposes of the Redevelopment Plan and is in the best interests of the City of La
Quinta.
SECTION 4. The Agency authorizes the appropriation and expenditure of up
to $1,368,380 plus closing costs estimated to be $10,000 to close the transaction
contemplated by the Purchase and Sale Agreement and appropriate from the
reassignment of $1,378,380 (401-1773-551) from the SilverRock Phase 2 Golf
Course project.
SECTION 5. The Executive Director is hereby authorized to sign the
Purchase and Sale Agreement subject to such minor modifications approved by the
Agency Counsel and the Executive Director, and to sign such other documents and
take such other actions as to carry out the terms of the Agreement.
PASSED, APPROVED and ADOPTED at a regular meeting of the La Quinta
Redevelopment Agency held on this 14th day of June, 2011, by the following vote
to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
TERRY HENDERSON, Agency Chair
La Quinta Redevelopment Agency
ATTEST:
VERONICA J. MONTECINO, CMC, AGENCY SECRETARY
La Quinta Redevelopment Agency
(CITY SEAL)
»: 020
Resolution No. RA 2011-
Union Home Loan Inc. Purchase and Sale Agreement
Property bounded by Avenida Montezuma, Avenida Villa, Avenida Navarro, and Calls Tampico
Adopted: June 14, 2011
Page 4
APPROVED AS TO FORM:
M. KATHERINE JENSON, Agency Counsel
La Quinta Redevelopment Agency
T4'y,, 4 4 QuAro
MEMORANDUM
TO: The Honorable Chair and Members of the Redevelopment Agency
FROM: Thomas P. Genovese., Executive Director
DATE: June 13, 2011
SUBJECT: Adoption of a Resolution that Approves a Purchase and Sale
Agreement with Union Home Loans, Inc., et al., Makes Findings
Pursuant to Health and Safety Code Section 33445, and Approves the
Expenditure of Funds to Acquire Land Identified as APNs: 776-076-
002 through 005, and 776-076-010 through 013
Attachment 1 — Purchase and Sale Agreement will be provided prior to the
Redevelopment Agency meeting.
u. 022
KDA GZ
f
MEMORANDUM
TO: The Honorable Mayor and Members of the City Council
The Honorable Chair and Members of the Redevelopment Agency
FROM: Thomas P. Genovese, City Manager
DATE: June 14, 2011
SUBJECT: Item No. 6 to City Council Special Meeting June 14, 2011
Item No. 2 to RDA Agenda Special Meeting June 14, 2011
Adoption of a Resolution That Approves a Purchase and Sale
Agreement with Union Home Loans, Inc., et al., Makes Findings
Pursuant to Health and Safety Code Section 33445, and Approves the
Expenditure of Funds to Acquire Land Identified as APNs: 776-076-
002 through 005, and 776-076-010 through 013
Attachment 1 — Purchase and Safe Agreement to staff report identified above.
Correction: The APNs described in the title and in the report should be 7=73 076-
002 through 005, and; 13-076-01 0 through 013.
u ' 023
AGREEMENT FOR PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
—.--THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS.
("Agreement') is made and entered into as of June _, 2011 ("Effective Date".) by and
between (i) SCOTT M. KING, CHARLES HYATT KING III, MARJORIE ANN KING,
RONALD A. FLORIA, UNION HOME LOAN, INC., DEFINED BENEFIT PENSION TRUST,
TRUST COMPANY OF AMERICA, CUSTODIAN FOR ANAHEIM CARDIOLOGY, INC.,.
FBO DAVID C. SANGER, MD. ACCOUNT #58192, WANG QIN CHEN, SOLOMON
ALEXANDER MIZRAHI, TRUSTEE OF THE SOLOMON ALEXANDER MIZRAHI
LIVING TRUST DATED JUNE 11, 1990, GEORGE J. NAFF, TRUSTEE OF THE GEORGE
NAFF FAMILY TRUST UNDER TRUST DATED 2/19/97, WALTER J. HOLIDAY,
TRUSTEE, OR SUCCESSOR TRUSTEE, UNDER THE WALTER J. HOLIDAY FAMILY
TRUST DATED FEBRUARY 11, 1997, EQUITY TRUST COMPANY CUSTODIAN FBO
BRENDA C. SMITH MD. IRA #31688, C LYDE J. STANLEY, ERIKA STANLEY,
TRUSTEES OF THE STANLEY TRUST, DATED OCTOBER 30, 1992, GEORGE J. NAFF,
TRUSTEE OF THE GEORGE NAFF FAMILY TRUST UNDER TRUST DATED 2/19/97,
UNION HOME LOAN PROFIT SHARING PLAN, and RONNIE HARPER, TRUSTEE OF
THE RONNIE BENNY HARPER REVOCABLE LIVING TRUST, DATED OCTOBER 31,
2002 (jointly, severally, and collectively, "Seller"), and (ii) the LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic ("Buyer").
RECITALS:
A. Seller is the owner of that certain real property located in the City of La Quinta,
County of Riverside, State of California, more particularly described in the legal description
attached hereto as Exhibit "A" (the "Property").
B. Buyer desires to purchase the Property from Seller and Seller desires to sell the
Property to Buyer, on the terms and conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, in of the foregoing recitals and mutual covenants
herein contained, the parties hereto agree as follows:
1. PURCHASE PRICE.
1.1 Amount. Subject to the terms of this Agreement, Buyer hereby agrees to
purchase the Property from Seller, with title to the Property to be placed in the name of the City
of La Quinta, a California municipal corporation and charter city ("City"), and Seller agrees to
sell the Property to Buyer, for the purchase price of ONE MILLION THREE HUNDRED
SIXTY-EIGHT THOUSAND THREE HUNDRED EIGHTY DOLLARS ($1,368,380)
("Purchase Price").
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1.2 Payment of Purchase Price. On or before 5:00 p.m. on the business day preceding
the "Closing Date" (as that term is defined in Section 4.1)'or such earlier time as required by
"Escrow Holder" in order to close "Escrow" (as those terms are defined in Section 2.1) on the
Closing Date, Buyer shall deposit with Escrow Holder in "Good Funds" (as used in this
Agreement, the term "Good Funds" shall mean a confirmed wire transfer of immediately
available funds, cashier's or certified check drawn on or issued by the office of a financial
institution located in Riverside County, or cash) the Purchase Price less the "Independent
Contract Consideration" (as that term is defined in Section 1.3 below), and such additional funds
as may be required to meet Buyer's portion of the closing costs as hereinafter provided.
1.3 Independent Contract Consideration. Within three (3) business days following
the later of the Effective Date and the date of the "Opening of Escrow," (as that term is defined:
in Section 2.1 below) Buyer shall deposit into Escrow the sum of ONEHUNDRED DOLLARS
($100) (the "Independent Contract Consideration"). Seller and Buyer agree that the Independent
Contract Consideration has been bargained for as consideration for Seller's execution and
delivery of this Agreement and Buyer's right to inspect the Property pursuant to this Agreement.
The Independent Contract Consideration is in addition to and independent of any other
consideration or payment provided for in this Agreement and is non-refundable in all events.
The Independent Contract Consideration shall be applicable to the Purchase Price at Closing.
2. ESCROW.
2.1 Opening of Escrow. Closing of the sale of the Property shall take place through .
an escrow ("Escrow") to be. established within three (3) business days after the execution of this
Agreement by the parties hereto, with West Coast Escrow ("Escrow Holder") at its office located
at `23586 Calabasas Road, # 209, Calabasas, CA 91302, Attn: San Hall, Telephone
No. (818) 225-9922. The opening of the Escrow (the "Opening of Escrow") shall be deemed to
be the date that a fully executed copy of this Agreement is delivered to the Escrow Holder.
Escrow Holder is instructed to notify Buyer and Seller in writing of the date of the Opening of
Escrow.
2.2 Escrow Instructions. This Agreement, once deposited in Escrow, shall constitute
the joint escrow instructions of Buyer and Seller to Escrow Holder. Additionally, if Escrow
Holder so requires, Buyer and Seller agree to execute the form of escrow instructions that
Escrow Holder customarily requires in real property escrows administered by, it. In the event of
any conflict or inconsistency between Escrow Holder's standard instructions and the provisions
of this Agreement, the provisions of this Agreement shall supersede and be controlling.
3. DUE DILIGENCE. As used herein, the term "Due Diligence Period" shall refer to a
period of time to expire upon the date that is thirty (30) days after the Effective Date. Buyer's
obligation to consummate the transactions contemplated by this Agreement is subject to and
conditioned upon Buyer's approval, deemed approval or waiver of the right to approve of the
following contingencies set forth in this Section 3 (collectively, the "Contingencies"):
3.1 TITLE MATTERS. Seller shall deliver to Buyer, within five (5) days after the
Effective Date of this Agreement, a preliminary title report prepared by Fidelity National Title
("Title Company") describing the state of title of the Property together with copies of all
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underlying documents (collectively, the "Preliminary Title Report"). Buyer may, at its sole cost
and expense, obtain a current survey of the Property (the "Survey"). Notwithstanding anything
herein to the contrary, Seller shall be obligated to remove or properly endorse over (i) all
monetary encumbrances against the Property excluding non -delinquent real property taxes and
assessments which shall be prorated at Closing, and (ii) that certain Memorandum of Agreement
dated June 3, 2005 by and between KSL II Management Operations, LLC and Borrego Resort
Holdings, LLC recorded against the Property on July 25, 2005 as Document No. 2005-0592482.
Buyer shall notify Seller" in writing of any objections Buyer may have to title exceptions
contained in the Preliminary Title Report or matters shown on the Survey (if Buyer has obtained)
no later than the later of (i) fifteen (15) days after receipt of the Preliminary Title Report or
(ii) twenty (20) days following the Effective Date ("Buyer's Objection Notice"). Buyer's
approval or disapproval of the matters set forth in the Preliminary Title Report (and the Survey,
if applicable) may be granted or withheld in Buyer's sole and absolute discretion. Buyer's
failure to provide Seller with a Buyer's Objection Notice within said period shall constitute
Buyer's approval of all exceptions to title shown on the Preliminary Title Report and all matters
shown on the Survey (if Buyer has obtained). Seller shall have a period of five (5) business days
after receipt of Buyer's Objection Notice in which to deliver written notice to Buyer ("Seller's
Notice") of Seller's election to either (i) agree to remove the objectionable items on the
Preliminary Title Report or Survey prior to the Close of Escrow, or (ii) decline to remove any
such title exceptions or Survey matters and terminate Escrow and the obligations of Buyer and
Seller to purchase and sell the Property under this Agreement. Seller's failure to provide Buyer
with Seller's Notice within said period shall constitute Seller's election to remove the
objectionable items on the Preliminary Title Report. If Seller notifies Buyer of its election to
terminate rather than remove the objectionable items on the Preliminary Title Report or Survey,
Buyer shall have the right, by written notice delivered to Seller within five (5) days after Buyer's
receipt of Seller's Notice, to agree to accept the Property subject to the objectionable items, in
which event Seller's election to terminate shall be of no effect, and Buyer shalt take title at the
Close of Escrow subject to such objectionable items without any adjustment to or credit against
the Purchase Price.
Upon the issuance of any amendment or supplement to the Preliminary Title
Report which adds additional exceptions, including any survey exceptions, the foregoing right of
review and approval shall also apply to said amendment or supplement. The process set forth
above for Buyer's review and Seller's response shall apply to any review and response with
respect to any amendment or supplement to the Preliminary Title Report, and the Closing shall
be extended for such period as is necessary to allow for that review and response process to be
completed.
3.2 Environmental Condition. Buyer shall have access to the Property, as described
in this Section 3.2,- in order to permit Buyer or its directors, engineers, analysts, officers,
employees, agents, contractors, representatives, attorneys or advisors (collectively, the "Buyer
Representatives") to investigate the Property.
3.2.1 During the Due Diligence Period, Seller shall permit Buyer and Buyer
Representatives, at the sole cost and expense of Buyer, to conduct physical inspections of the
Property, including the site work, soil, subsurface soils, drainage, seismic and other geological
and topographical matters, location of asbestos, toxic substances, hazardous materials or wastes,
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N
if any, and any • other investigations as Buyer deems prudent with respect to the physical
condition of the Property in order to determine the Property's suitability for Buyer's intended
purpose. In no event shall Buyer conduct any intrusive testing procedures on the Property
without the prior written consent of Seller, which consent shall not be unreasonably withheld.
Such investigations may be made by Buyer and/or Buyer Representatives during any normal
business hours. Seller shall cooperate to assist Buyer in completing such inspections and special
investigations at no cost or expense to Seller. Such inspections and investigations shall be
conducted only upon no less than twenty-four (24) hours' notice to Seller and shall be conducted
at such times and in such a manner as to minimize any disruption to the Property. Seller shall
have the right, but not the obligation, to accompany Buyer during such investigations and/or
inspections.
3.2.2 As a condition to any such entry, Buyer shall (i) conduct all work or
studies in a diligent, expeditious and safe manner and not allow any dangerous or hazardous
conditions to occur. on the Property during or after such investigation; (ii) comply with all
applicable laws and governmental regulations; (iii) keep the Property free and clear of all
materialmen's liens, lis pendens and other liens arising out of the entry and work performed
under this paragraph; (iv) maintain or assure maintenance of workers' compensation insurance
(or state approved self-insurance) on all persons entering the property in the amounts required by
the State of California; (v) maintain or assure that all persons entering the Property have
procured and have in effect an all-risk public liability insurance policy; and (vi) following
Buyer's entry, repair any and all damage to the Property caused by such inspections or
investigations in a timely manner.
3.2.3 Buyer shall promptly pay and discharge all demands for payment relating
to Buyer's entry on and investigation of the Property and take all other steps to avoid the
assertion of claims of lien against the Property. In the event a claim of lien is recorded by reason
of Buyer's entry on the Property, Buyer, within twenty (20) days of such recordation, shall either
(i) record or deliver a surety bond sufficient to release such claim or lien in accordance with
applicable law; or (ii) provide Seller with such other assurance as Seller may require for the
payment of the claim or lien. Seller may elect to record and post notices of non -responsibility
from time to time on and about the Property.
3.2.4 Prior to expiration of the Due Diligence Period, if Buyer approves of the
physical or environmental condition of the Property and, as a result, .wishes to proceed with
purchasing the Property, Buyer shall notify Seller in writing of Buyer's election to. proceed.
Buyer's approval or disapproval of the physical and environmental conditions of the Property
may be granted or withheld in Buyer's sole and absolute discretion. Should Buyer fail to deliver
a notice approving its due diligence of the Property shall be deemed that -the Buyer disapprove of
its due diligence. In the event Buyer terminates or its deemed to have terminated this Agreement
pursuant to this Section, Buyer and Seller shall be relieved of all further liability under this
Agreement. Buyer's inspections and investigations of the Property shall be conducted upon the
terms and conditions set forth in this Agreement.
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4. CLOSE OF ESCROW.
4.1 Close of Escrow: Closing Date. Provided that all of the conditions of this
Agreement precedent to the "Close of Escrow" (as hereinafter defined) have been satisfied (or
waived by the appropriate party) prior to or on the Closing Date, the Closing of this transaction
for the sale and purchase of the Property shall take place on the date which is five (5) days after
the date on which all of "Buyer's Conditions to Closing" and all of "Seller's Conditions to
Closing" (as those terms are defined in Section 8) have been satisfied (or waived by the
appropriate party) ("Closing Date"). The terms "Close of Escrow" and the "Closing" are used
herein to mean the time Seller's grant deed conveying fee title to the Property to the City is
recorded in the Official Records of the Office of the County Recorder of Riverside'("Official
Records"). If Escrow is not in a condition to close by the Closing Date, either, party not then in
default hereunder may, upon five (5) days advance written notice to the other party and Escrow
Holder, elect to terminate this Agreement and the Escrow. No such termination shall release
either party then in default from liability for such default. If neither party so elects to terminate
this Agreement and the Escrow, Escrow Holder shall close the Escrow as soon as possible.
4.2 Recordation: Release of Funds and Documents.
4.2.1 Escrow Holder is directed, on the Closing bate, to record in the Official
Records, the following documents in the order listed: (i) the grant deed in the form of the
attached Exhibit `B" transferring title to the Property to the City ("Grant Deed'); and (ii) such
other and further documents as may be directed jointly by Buyer and Seller.
4.2.2 Upon the Closing, Escrow Holder shall deliver (i) the Purchase Price, less
any of Seller's closing costs, to Seller, and (ii) conformed copies of all.recorded documents to
both Buyer and Seller.
DELIVERY OF DOCUMENTS REQUIRED FROM BUYER AND SELLER.
5.1 Buyer's Obligations. Buyer agrees that on or before 5:00 p.m. of the last business
day immediately preceding the Closing Date, Buyer shall deposit or cause to be deposited with
Escrow Holder the following:
(a) the Purchase Price less the Independent Contract Consideration; and
(b) any and all additionalfunds, instruments or other documents required
from Buyer (executed and acknowledged where appropriate) as may be reasonably necessary in
order for the Escrow Holder to comply with the terms of this Agreement.
5.2 Seller's Obligations. Seller agrees.that on or before 5:00 p.m. of the last business
day immediately preceding the Closing Date, Seller shall deposit or cause to be deposited with
Escrow Holder each of the following:
(a) a grant deed(s) executed and acknowledged by each entity or person
which comprises the Seller Patrice Varge transferring all of their interests, in the Property;
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(b) any other documents executed and acknowledged by Seller, or any of the
individuals comprising Seller, determined necessary by the Title Officer to transfer marketable
fee title to the City;
(c) the executed and acknowledged Grant Deed;
(d) a Certificate of Non -Foreign Status (the. "Non -Foreign Affidavit',)`
executed and acknowledged by Seller in the form attached hereto as Exhibit"C"; and
(e) all other funds, items,.and instruments required from Seller (executed and
acknowledged where appropriate) as may be reasonably necessary in order for Escrow Holder to
comply with the provisions of this Agreement.
6. : TITLE INSURANCE POLICY.;
6.1 Title Policv. At the Closing Date, the Title Company, as insurer, shall issue a
CLTA owner's standard coverage policy of title insurance ("Title Policy"), in favor of Buyer, as
insured, with liability in the amount of the Purchase Price, subject to the following:
(a) non -delinquent real property taxes and assessments;
(b) title exceptions approved or deemed 'approved by ` Buyer pursuant to
Section 3 above;
(c) any other exceptions approved by Buyer; and
(d) the standard printed conditions and exceptions contained in the CLTA
standard owner's policy of title insurance regularly issued by the Title Company.
6.2 Payment for Title Policy. Seller shall be responsible for the charges for the Title
Policy with coverage up to the amount of the Purchase Price. Buyer shall pay any additional
coverage or endorsements it requests. Buyer may, at its election, request a CLTA extended
policy of title insurance. Buyer shall pay the difference for the charges between the premium for
the extended coverage title policy and the premium for the standard coverage title policy that
Seller is responsible for hereunder. Buyer shall also pay for the survey, if applicable.
7. REAL PROPERTY TAXES. Upon Buyer's acquisition of fee title to the Property, the
Property will be exempt from the payment of property taxes and assessments due to Buyer's
status as a public agency. Seller shall be responsible for paying for all property taxes or
assessments assessed against the Property after the Closing for any period prior to the Closing.
8. CONDITIONS PRECEDENT TO CLOSING.
8.1 Conditions Precedent to Buyer's Obligations. The obligations of Buyer under this
Agreement to purchase the Property and close the Escrow shall be subject to the satisfaction or
signed written waiver by Buyer of each and all of the following conditions precedent
(collectively, "Buyer's Conditions to Closing"):
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(a) Buyer shall have approved the condition of the Property, in accordance
with Section 3.2 hereof;
(b) on the Closing Date, the Title Company shall be irrevocably committed to
issue the Title Policy pursuant to Section 6 above insuring fee title to the Property as being
vested in Buyer;
(c) Escrow Holder holds all instruments and funds required for the Closing
and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this
Agreement;
(d) except as otherwise permitted by this Agreement, all representations and
warranties by the Seller in this Agreement shall be true on and as of the. Closing Date as though
made at that time and all covenants of Seller pursuant to this Agreement shall have been fulfilled
by the Closing Date; and
(e) Seller is not in material default of any term or condition of this
Agreement.
In the event that any of Buyer's Conditions, to Closing are not satisfied, deemed satisfied,
or waived in a writing signed by Buyer prior to the expiration of the applicable period for
satisfaction or waiver, Buyer may terminate this Agreement.
8.2 Conditions Precedent to Seller's Obligations. The obligations of Seller under this
Agreement shall be subject to the satisfaction or signed written waiver by Seller of each and all
of the following conditions precedent ("Seller's Conditions to Closing"):
(a) Escrow Holder holds the Purchase Price and all other instruments and
funds required for the Closing and will deliver to Seller the instruments and funds, including but
not limited to the Purchase Price (less Seller's closing costs) accruing to Seller pursuant to this
Agreement;
(b) except as otherwise permitted by this Agreement, all representations and
warranties by the Buyer in this Agreement shall be true on and as, of the Closing Date as though
made at that time and all covenants of Buyer pursuant to this Agreement shall have been fulfilled
by the Closing Date; and
(c) Buyer is not in material default of any term or condition of this
Agreement.
In the event that any of Seller's Conditions to Closing are not satisfied, deemed satisfied,
or waived in a writing signed by Seller prior to the expiration of the applicable period for
satisfaction or waiver, Seller may terminate this Agreement.
9. POSSESSION. Possession of the Property shall be delivered by Seller to Buyer on the
Closing Date free and clear of any leasehold or other possessory rights not shown of record.
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10. ALLOCATION OF COSTS.
10.1 Buyer's Costs. Buyer shall pay the following costs:
(a) fifty percent (50%) of Escrow Holder's escrow fee;
(b) Buyer's own attorney's fees incurred in connection with this Agreement
and the transactions contemplated hereby;
(c) fifty percent (50%) of all the charges for recording the Grant Deed, if any;
(d) the premium difference between the CLTA extended policy of title
insurance and the CLTA standard coverage policy of title insurance if Buyer requests an
extended policy; and
(e) any additional title insurance coverages Seller is not required to pay for
plus any title endorsements requested by Buyer.
10.2 Seller's Costs. Seller shall pay:
(a) fifty percent (50%) of the Escrow Holder's escrow fee;
(b) Seller's own attorney's fees in connection with this Agreement and the
transactions contemplated hereby;
(c) Any documentary transfer taxes associated with the conveyance, if any;
(d) fifty percent (50%) of all the charges for recording the Grant Deed, if any;
and
(e) the premium for the Title Policy that Seller is required to pay pursuant to
this Agreement.
11. INDEMNIFICATION. Seller agrees to indemnify, defend and hold Buyer and Buyer's
officials, officers, agents, representatives, and employees harmless from and against any claim,
action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage,
or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based
upon (i) the presence, release, use, generation, discharge, storage or disposal of any "Hazardous
Materials" (as that term is defined below) on, under, in or about, or the transportation of any such
Hazardous Materials to or from, the Property which occurred prior to the Closing, or (ii) the
violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment
or license relating to the use, generation, release; discharge, ;storage, disposal or transportation of
Hazardous Materials on, under, in or about, to'or from, the Property which occurred prior to the
Closing. This indemnity shall include, without limitation, any damage, liability, fine, penalty,
cost or expense arising from or out of any claim, action, suit or proceeding for personal injury
(including sickness, disease or death), tangible or intangible property damage, compensation for
lost wages, business income, profits or other economic loss, damage to the natural resource or
the environment, nuisance, contamination, leak, spill, release or other adverse effect on the
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environment (any of the above, a "Claim') to the extent resulting from, arising out of, or based
upon any matter set forth in subclauses (i) and (ii) hereinabove. At the request of the Seller, the
Buyer shall cooperate with and assist the Seller in its defense of any such claim, action, suit,
proceeding; loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense;
provided that the 'Buyer shall not be obligated to incur any expense in connection with such
cooperation or assistance. Seller's obligation to indemnify, defend and hold Buyer harmless
under this Section 11 shall not apply to any Claim resulting from, arising out of or based upon
any inspection or investigation of the Property by Buyer Representatives pursuant to Section 2.2
hereof, and Buyer agrees to indemnify, defend and hold Seller harmless from any such Claim in
the same manner and to the same extent that Seller is required to indemnify, defend and hold
Buyer harmless under the provisions of this Section 11.`
For purposes of this Agreement, the term "Hazardous Materials" means any substance,
material, or waste which is, or becomes, regulated by any local governmental authority, the State
of California, or the United States Government, including, but not limited to, any material or
substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or
"restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to
Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous
Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the
California' Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner
Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous
substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code,
Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv)
defined.as a "hazardous substance" under Section 25281 of the CaliforniaHealth and Safety
Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (y) petroleum,
(vi) friable,asbestos, (vii) polychlorinated biphenyls, (yiii) methyl tertiary butyl ether; (ix) listed
under. Article 9 or.,defined as "hazardous" or "extremely hazardous" pursuant to Article l l of
Title, 22 of the California Administrative' Code, Division 4, Chapter '20, '(x) designated as
"hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (xi)
defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and
Recovery _Act,; 42 U.S.C. §6901 et seq.(42 U.S.C.. §6903) or (xii) defined as "hazardous
substances" pursuant to Section 161 of; the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. §9601,et seq.
12, CONDEMNATION. In the event that, prior to the Close of Escrow, any governmental
entity,shall'commence any proceedings of or leading to eminent domain or similar type
proceedings to take all or any portion of the Property, Buyer or Seller shall promptly meet and
confer in good faith to evaluate the effect of such action on the purposes of this Agreement and
following such meeting either Buyer or Seller may terminate this Agreement.
13. COVENANTS -OF SELLER. Seller agrees that during the period between the Effective
Date of this Agreement and the Closing Date:
13.1 Backfill of Excavation. Prior to the Closing Date, Seller shall at its sole cost and
expense, obtain a. City Grading Permit to backfill the existing excavation to the original grades
(approximately to.top of curb) of the Property (the "Grading Work") to the satisfaction of the
City Engineer. The grading permit application submittal and Grading Work process shall
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include, but not limited to: 1) obtaining an updated PM 10 Plan addressing fugitive dust control
for the Property, 2) submitting a PM 10 cash deposit, 3) obtaining grading bonds in compliance
with City requirements, 4) obtaining a geotechnical report prepared by an engineer registered in
the State of California providing soil and backf ll recommendations, 5) obtaining a Waste
Discharger Identification Number from the State Water Resources Control Board, 6) creating
and obtaining an approved Traffic Control Plan (if needed to safely import fill), 7) obtaining City
of La Quints, Business License to conduct the activities, 8) obtaining a cost estimate for Grading
Work, 9) paying Permit and Inspection Fees, and 10) obtaining Contractor Liability Insurance,
11) obtaining fill which .shall be acquired -and placed in accordance with the. City's Grading
Ordinances. Upon completion of the grading, Seller shall spray the property with chemical
stabilizer to the satisfaction of the City Engineer;
13.2 No Conveyance. Seller shall not convey, grant, lease, assign, mortgage,
hypothecate, encumber, or otherwise transfer (on or off record) the Property- or any interest
therein;
13.3 Insurance. Prior to Closing, Seller shall maintain Seller's existing insurance, if
any, on, the Property. or as, required by the Grading Work; and
13.4 : Physical Condition. Other than the Grading. Work as required above, Seller shall
not alter the physical condition of the Property or introduce or release, or permit the introduction
or release, of any Hazardous Materials in, from, under, or on the Property.
14. LIQUIDATED DAMAGES. " IN THE EVENT THAT BUYER BREACHES ITS
OBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES THAT'SELLER WILL
INCUR BY REASON THEREOF ARE AND WILL BE IMPRACTICAL AND
EXTREMELY DIFFICULT TO ESTABLISH. BUYER `AND SELLER, IN A
REASONABLE EFFORT TO ASCERTAIN, WHAT SELLER'S DAMAGES WOULD BE
IN THE EVENT OF SUCH A, DEFAULT BY BUYER, HAVE AGREED THAT SUCH
DAMAGES SHALL BE IN AN AMOUNT EQUAL TO ONE THOUSANDDOLLARS
($1,000), WHICH DAMAGES, SHALL BE 'SELLER'S SOLE AND EXCLUSIVE
REMEDY AT LAW OR IN EQUITY IN THE EVENT, OF AND FOR ANY DEFAULT BY
R BUYEWITHOUT LIMITING THE FOREGOING, PROVISIONS OF THIS
PARAGRAPH, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH THE
PARTIES MAY OTHERWISE WOULD HAVE HAD UNDER CALIFORNIA CIVIL
CODE SECTIONS' 1680 AND 3389 TO SPECIFICALLY ENFORCE THIS
AGREEMENT. SELLER AND BUYER ACKNOWLEDGE' AND AGREE THAT THEY
HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH AND
BY THEIR INITIALS AGREE TO BE BOUND BY ITS TERMS.
Buyer's Initials Seller's Initials
15. MISCELLANEOUS.
15.1 Assignment. This Agreement shall be binding upon and shall inure to the benefit
of Buyer and Seller and their respective heirs, personal representatives, successors and assigns.
119ro15610-0048
2161469.2 a06/13/11 "10-
,p ' 033
15.2 Attorney's Fees. In the event of any action between Buyer and Seller seeking
enforcement of any of the terms and conditions to this Agreement or the Escrow or otherwise in
connection with the Property, the prevailing party in such action shall be awarded, in addition to
damages, injunctive or other relief, its reasonable costs and expenses, including without
limitation its expert witness fees and reasonable attorney's fees.
15.3 Notices. All notices under this Agreement shall be effective upon personal
delivery, upon delivery by reputable delivery or courier service that provides a receipt with the
date and time of delivery, or three (3) business days after deposit in the United States mail,
registered, certified, postage fully prepaid and addressed to the respective parties as set forth
below or as to such other address as the parties may from time to time designate in writing:
To Seller: Union Home Loan Inc.
To Buyer: Notices Delivered by U.S. Mail:
La Quinta Redevelopment Agency
P.O. Box 1504
La Quinta, CA 92247
Attn: Executive Director
Notices Delivered Personally or by Courier:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, CA 92253
Attn: Executive Director
Copy to: Rutan & Tucker, LLP,
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92628-1950
Attn: M. Katherine Jenson, Esq.
15.4 Fair Meaning. This Agreement shall be construed according to its fair meaning
and as if prepared by both parties hereto.
15.5 Headings. The headings at the beginning of each numbered Section of this
Agreement are solely for the convenience of the parties hereto and are not a part of this
Agreement.
15.6 Choice of Laws: Litigation Matters. This Agreement shall be governed by the
internal laws of the State of California and any question arising hereunder. shall be construed or
determined according to such law. The Superior Court of the State of California in and for the
County of Riverside, or such other appropriate court in such county, shall have exclusive
jurisdiction of any litigation between the parties concerning this Agreement. Service of process
on Buyer shall be made in accordance with California law. Service of process on Seller shall be
11M15610-0048
2161469.2 a06/13/11 -11-
made in any manner permitted by California law and shall be effective whether served inside or
outside California.
15.7 Nonliability of Buyer Officials. No officer, official, member, employee, agent, or
representatives of Buyer shall be liable for any amounts due hereunder, and no judgment or
execution thereon entered in any action hereon shall be personally enforced against any such
officer, official, member, employee, agent, or representative.
15.8 Gender: Number. As used in this Agreement, masculine, feminine, and neuter
gender and the singular or plural number shall be deemed to include the others wherever and
whenever the context so dictates.
15.9 Survival. This Agreement and all covenants to be performed after the Closing,
and, except as otherwise set forth herein, all representations and warranties contained herein,
shall survive the Closing Date and shall remain a binding contract between the parties hereto.
15.10 Time of Essence. Time is of the essence of this Agreement and of each and every
term and provision hereof, it being understood that the parties hereto have specifically negotiated
the dates for the completion of each obligation herein.
15.11 Waiver or Modification. A waiver of a provision hereof, or modification of any
provision herein contained, shall be effective only if said waiver or modification is in writing,
and signed by both Buyer and Seller. No waiver of any breach or default by any party hereto
shall be considered to be a waiver of any breach or default unless expressly provided herein or in
the waiver.
15.12 Broker's Fees. Seller and Buyer represent and warrant to the other that neither
Buyer nor Seller has employed any broker and/or finder to represent its interest in this
transaction. Each party agrees to indemnify and hold the other free and harmless from and
against any and all liability, loss, cost, or expense (including court costs and reasonable
attorney's fees) in any manner connected with a claim asserted by any individual or entity for
any commission or finder's fee in connection with the conveyance of the Property arising out of
agreements by the indemnifying party to pay any commission or finder's fee.
15.13 Duplicate Originals. This Agreement may be executed in any number of
duplicate originals, all of which shall be of equal legal force and effect.
15.14. Severabilitv. If any term, covenant or condition of this Agreement or the
application thereof to any person, entity, or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term, covenant, or
condition to persons, entities, or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or condition of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
15.15 Exhibits. The following exhibits are attached hereto and incorporated herein by
this reference:
Exhibit "A" Legal Description of Property
119/015610-0048 .'.M 35
2161469.2 e06113/I1 -12-
1.
Exhibit `B" Grant Deed
Exhibit "C" Non -Foreign Affidavit
15.16 Representations and Warranties.
(a) Buyer represents and warrants to Seller that as of the Effective Date of this
Agreement, and subject to the disclosures set forth below in this subsection: (i) Buyer has all
requisite right, power, legal capacity, and authority to enter into and perform its obligations
under this Agreement; (ii) any persons executing this Agreement on behalf of Buyer are
authorized to do so; (iii) the execution of this Agreement by Buyer does not violate any provision
of any other agreement to which Buyer is a party; and (iv) except as may be specifically set forth
in this Agreement, no approvals or consents not heretofore obtained by Buyer are necessary in
connection with the execution of this Agreement by Buyer or with the performance by Buyer of
its obligations hereunder. Buyer hereby discloses to Seller that pursuant to draft legislation to
implement a proposal made by the Governor of the State of California on January 10, 2011,
agreements entered into by redevelopment agencies on and after January 1, 2011, may be subject
to challenge for two years from the effective date of the legislation, should such legislation be
adopted.
(b) Seller represents and warrants to Buyer that: (i) Seller has all requisite
right, power, legal capacity, and authority to enter into and perform its obligations under this
Agreement; (ii) any persons executing this Agreement on behalf of Seller are authorized to do
so; (iii) the execution of this Agreement by Seller does not violate any provision of any other
agreement to which Seller is a party; an& (iv) except as may be specifically set forth in this
Agreement, no approvals or consents not heretofore obtained by Seller are necessary in
connection with the execution of this Agreement by Seller or with the performance by Seller of
its obligations hereunder.-
15.17 Entire Agreement: Amendment. Except as set forth above, this Agreement and
the exhibits incorporated herein contain the entire agreement of Buyer and Seller with respect to
the matters contained herein, and no prior agreement or understanding pertaining to any such
matter shall be effective for any purpose. No provisions of this Agreement may be amended or
modified in any manner whatsoever except by an agreement in writing signed by duly authorized
officers or representatives of each of the parties hereto.
[END -- SIGNATURE PAGE FOLLOWS]
119/015610-0048
2161469.2 aO6/13/11 -13- N. 03
�/
IN WITNESS WHEREOF, Buyer and Seller each hereby represents that it has read this
Agreement, understands it, and hereby executes this Agreement to be effective asof the day and
year first written above.
"Seller"
SCOTT M. KING.
CHARLES HYATT KING III
MARJORIE ANN KING
RONALD A. FLORIA
UNION HOME. LOAN, INC.
Printed Name:
DEFINED BENEFIT PENSION TRUST
By:
Printed Name:
Its:
TRUST COMPANY OF AMERICA,
CUSTODIAN FOR ANAHEIM
CARDIOLOGY, INC. FBO DAVID C.
SANGER, MD. ACCOUNT #58192
By:
Printed Name:
Its:
119/015610-0049
2161469.2 a06/13/11 - -14- p " 037
WANG QIN CHEN
SOLOMON ALEXANDER MIZRAHI,
TRUSTEE OF THE SOLOMON
ALEXANDER MIZRAHI LIVING TRUST
DATED JUNE 11, 1990
GEORGE J. NAFF, TRUSTEE OF THE
GEORGE NAFF FAMILY TRUST UNDER
TRUST DATED 2/19/97
WALTER J. HOLIDAY, TRUSTEE, OR
SUCCESSOR TRUSTEE, UNDER THE
WALTER J. HOLIDAY FAMILY TRUST
DATED FEBRUARY 11, 1997
EQUITY TRUST COMPANY CUSTODIAN
FBO BRENDA C. SMITH MD. IRA #31688
By:_
Printed
CLYDE J. STANLEY, TRUSTEE OF THE
STANLEY TRUST DATED OCTOBER 30,
1992
ERIKA STANLEY, TRUSTEE' OF THE
STANLEY TRUST DATED OCTOBER 30,
1992
u9ro1s610-oa4s n
2161469.2 e06/13/11 - -15-..M - .l; 38
GEORGE J. NAFF, TRUSTEE OF THE
G.EORGE NAFF FAMILY TRUST UNDER
TRUST DATED 2/19/1997
UNION HOME LOAN PROFIT SHARING
PLAN
By:
Printed Name:
RONNIE HARPER, TRUSTEE OF THE
RONNIE BENNY HARPER REVOCABLE
LIVING TRUST DATED OCTOBER 31,
2002
"Buyer"
LA QUINTA REDEVELOPMENT AGENCY,
a public body, corporate and politic
m
ATTEST:
Veronica J. Montecino, CMC City Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Executive Director
By:
M. Katherine Jenson, Agency Counsel
[end of signatures]
21614692�3„ 1 -16- ". C 3 9
Escrow Holder agrees to act as Escrow Holder in accordance with the terms of this Agreement.
WEST COAST ESCROW
By:
Name:
Its:
119/015610-0048
2161469.2 a06113111
3Ire
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
The land referred to is situated in the State of California, County of Riverside, City of
La Quinta, and is described as follows:
Parcel 1:
Lot 3, 4, 5, 6, 7, 8, 9, 10 in Block 123, Santa Cannelita at Vale La Quinta, Unit 14 as shown by
Map on file in Book 18 Pages 82 and 83 of Maps, records of Riverside County, California
Parcel 2:
Lot 11 in Block 123, Santa Carmelita at Vale La Quinta, Unit 14, as shown by Map on file in
Book 18 Pages 82 and 83 of Maps, records of Riverside County, California.
Along with that Portion of Calle Tampico as described in Resolution No, 2006-101, recorded
October 17, 2006 as Instrument No. 2006-0762027of Official records of said County.
Excepting therefrom that Portion of Lot 11, Block 123, as shown by Map of Unit No. 14,
Santa Carmelita at Vale La Quinta on file in Book 18 Pages 82 and 83 of Maps, records of
Riverside County, California, more particularly described as follows:
Commencing at the Northeast Corner of said Lot 11;
Thence North 89' 56' 26" West along the North line of said Lot 11 a distance of 63.92 feet
to the true point of beginning;
Thence continuing North 89' 56' 26" West along said North line a distance of 16.06 feet to
the beginning of a tangent curve concave and Southeasterly having a radius of 20.00 feet;
Thence Southwesterly, along said curve, through a Central Angle of 90' 08' 12" an arc
distance of 31.46 feet to a point on the Westerly line of said Lot 11;
Thence South 00' 04' 38" East along said Westerly line a distance of 7.32 feet;
Thence leaving said Westerly line, North 40' 12' 47" East, a distance of 32.33 feet to a point
on a non -tangent curve, concave Northwesterly having a radius of 1250.00 feet through
which point a radial line bears South 090 29' 48" East;
Thence Northeasterly along said curve through a Central Angle of 00° 42' 23" an arc distance
of 15.41 feet to a point on said Northerly line of said Lot 11, through which point a radial line
bears South 10* 12' 13" East, and being the true point of beginning.
Assessor's Parcel No: 773-076-002, -003, -004, -005, -010, -011, -012, -013
-0048
216,469.2 aO&13 EXHIBIT "A" ''�•p • . O 41
2161469.2 a06/13/1l ,
EXHIBIT "B"
FORM OF GRANT DEED
[SEE FOLLOWING PAGES]
119/015610-0048
2161469.2 a06/13/11 EXHIBIT `B"
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
CITY OF LA QUINTA
78-495 Calle Tampico
La Quinta, CA 92253
Attn: City Manager
SPACE ABOVE TEAS LINE FOR RECORDER'S USE
(Exempt from Recordation Fee per Gov. Code § 27383)
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
(jointly, severally,
and collectively, the "Grantor"), hereby grants to the CITY OF LA QUINTA, a California
municipal corporation and charter city ("Grantee"), that certain real property ("Property")
located in the City of La Quinta, County of Riverside, State of California, legally described on
Exhibit "A" attached hereto.
"Grantor"
SCOTT M. KING
CHARLES HYATT KING III
IkG\,4M11i a ►I ff1�C
RONALD A. FLORIA
UNION HOME LOAN; INC.
LE
DEFINED BENEFIT PENSION TRUST
LE
119/015610-M8
2161469.2 a06/13/11 1 •� 11 043
•J
119/015610-0048
2161469.2 e06/13/11
_2_
TRUST COMPANY OF AMERICA
CUSTODIAN FOR ANAHEIM
CARDIOLOGY, INC., FBO DAVID C.
SANGER, MD. ACCOUNT #58192
WANG QIN CHEN
SOLOMON ALEXANDER MIZRAHI,
TRUSTEE OF THE SOLOMON
ALEXANDER MIZRAHI LIVING TRUST
DATED JUNE 11, 1990
GEORGE J. NAFF, TRUSTEE OF THE
GEORGE NAFF FAMILY TRUST UNDER
TRUST DATED 2/19/97
WALTER J. HOLIDAY, TRUSTEE, OR
SUCCESSOR TRUSTEE, UNDER THE
WALTER J. HOLIDAY FAMILY TRUST
DATED FEBRUARY 11, 1997
EQUITY TRUST COMPANY CUSTODIAN
FBO BRENDA C. SMITH MD. IRA #31688
CLYDE J. STANLEY, TRUSTEE OF THE
STANLEY TRUST, DATED OCTOBER 30,
1992
ERIKA STANLEY, TRUSTEE OF THE
STANLEY TRUST, DATED OCTOBER 30,
u� C44
119/0156104048
2161469.2 e06/13/11
1992
GEORGE J. NAFF, TRUSTEE OF THE
GEORGE NAFF FAMILY TRUST UNDER
TRUST DATED 2/19/97
UNION HOME LOAN PROFIT SHARING
PLAN
By:
Its:
RONNIE HARPER, TRUSTEE OF THE
RONNIE BENNY HARPER REVOCABLE
LIVING TRUST, DATED OCTOBER 31,
2002
-3 a J 0Q5
GRANTEE'S ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated
. 2011, from
(jointly, severally, and collectively, the "Grantor'), to the CITY OF LA QUINTA, a California
municipal corporation and charter city ("City"), is hereby accepted by the undersigned officer or
agent on behalf of the City pursuant to authority conferred by Resolution No. 2002-186, adopted
by the City Council on June 18, 2002, and the City consents to recordation thereof by its duly
authorized officer.
Dated: 2011 By:
City Manager
119/015610-0048
2161469.2 a06/13/1I - 4
State of California
County of
On before me,
(insert name and title of the officer)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to. be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
State of California
County of
On before me,
(insert name and title of the officer)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
119/015610-0048 5
2161469.2 a06/13111 11 `' 4
EXHIBIT "A"
TO GRANT DEED
LEGAL DESCRIPTION OF PROPERTY
The land referred to is situated in the State of California, County of Riverside, City of
La Quinta, and is described as follows:
Parcel l:
Lot 3, 4, 5, 6, 7, 8, 9, 10 in Block 123, Santa Carmelita at Vale La Quinta, Unit 14 as shown by
Map on file in Book 18 Pages 82 and 83 of Maps, records of Riverside County, California
Parcel 2:
Lot 11 in Block 123, Santa Carmelita at Vale La Quinta, Unit 14, as shown by Map on file in
Book 18 Pages 82 and 83 of Maps, records of Riverside County, California.
Along with that Portion of Calle Tampico as described in Resolution No, 2006-101, recorded
October 17, 2006 as Instrument No. 2006-0762027of Official records of said County.
Excepting therefrom that Portion of Lot 11, Block 123, as shown by Map of Unit No. 14,
Santa Carmelita at Vale La Quinta on file in Book 18 Pages 82 and 83 of Maps, records of
Riverside County, California, more particularly described as follows:
Commencing at the Northeast Corner of said Lot 11;
Thence North 89° 56' 26" West along the North line of said Lot 11 a distance of 63.92 feet
to the true point of beginning;
Thence continuing North 89' 56' 26" West along said North line a distance of 16.06 feet to
the beginning of a tangent curve concave and Southeasterly having a radius of 20.00 feet;
Thence Southwesterly, along said curve, through a Central Angle of 90' 08' 12" an arc
distance of 31.46 feet to a point on the Westerly line of said Lot 11;
Thence South 00' 04' 38" East along said Westerly line a distance of 7.32 feet;
Thence leaving said Westerly line, North 40' 12' 47" East, a distance of 32.33 feet to a point
on a non -tangent curve, concave Northwesterly having a radius of 1250.00 feet through
which point a radial line bears South 09' 29' 48" East;
Thence Northeasterly along said curve through a Central Angle of 00' 42' 23" an arc distance
of 15.41 feet to a point on said Northerly line of said Lot 11, through which point a radial line
bears South 10' 12' 13" East, and being the true point of beginning.
Assessor's Parcel No: 773-076-002, -003, -004, -005, -010, -011, -012, -013
n9/015610-0048 048
2161469.2 a06A3/11 6
EXHIBIT "C"
FORM OF AFFIDAVIT OF NON -FOREIGN ENTITY
[SEE FOLLOWING PAGE]
119/015610-0048 ,� N 0,49
2161469.2 a06/13/11 EXHIBIT "C" -
AFFIDAVIT OF NON -FOREIGN ENTITY
TO: LA QUINTA REDEVELOPMENT AGENCY ("Buyer")
The Internal Revenue Code of 1954 ("Code") (26 U.S.C. Sections 1445, 7701) provides that a
transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.
To inform the transferee that withholding of tax is not required upon transfer of that certain U.S.
real property interest described in Exhibit "A" to the Agreement for Purchase and Sale and
Escrow Instructions ,dated , 2011, and incorporated herein by reference
("Property"), that the undersigned ("Seller") hereby certifies the following:
Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax Regulations); and
2. The U.S. taxpayer identification number for Seller is : and
3. The address for mailing purposes of Seller is:
and
4. Seller understands that this certification may be disclosed to the Internal Revenue Service
by ,Buyer and that any false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalfies'of perjury, I declare that I have examined this Certification and to the best of my
knowledge and belief, it is true, correct, and complete, and I further declare that I have authority
to sign this document on behalf of Seller.
SCOTT M. KING
CHARLES HYATT KING III
MARJORIE ANN KING
RONALD A. FLORIA
UNION HOME LOAN, INC.
La
119/015610-0048
2161469.2 a06/13/11
p.. 050
DEFINED BENEFIT PENSION TRUST
TRUST COMPANY OF AMERICA
CUSTODIAN FOR ANAHEIM
CARDIOLOGY, INC., FBO DAVID C.
SANGER, MD. ACCOUNT #58192
0
WANG QIN CHEN
SOLOMON ALEXANDER MIZRAHI,
TRUSTEE OF THE SOLOMON
ALEXANDER MIZRAHI LIVING TRUST
DATED JUNE 11,1990
GEORGE J. NAFF, TRUSTEE OF THE
GEORGE NAFF FAMILY TRUST UNDER
TRUST DATED 2/19/97
WALTER J. HOLIDAY, TRUSTEE, OR
SUCCESSOR TRUSTEE, UNDER THE
WALTER J. HOLIDAY FAMILY TRUST
DATED FEBRUARY 11, 1997
EQUITY TRUST COMPANY CUSTODIAN
FBO BRENDA C. SMITH MD. IRA #31688
CLYDE J. STANLEY, TRUSTEE OF THE
STANLEY TRUST, DATED OCTOBER 30,
119/015610-0048 -"
2161469.2 a06/13/11
11051
1992
ERIKA STANLEY-, TRUSTEE OF THE
STANLEY TRUST, DATED OCTOBER 30,
1992
GEORGE J. NAFF, TRUSTEE OF THE
GEORGE NAFF FAMILY TRUST UNDER
TRUST DATED 2/19/97
UNION HOME LOAN, PROFIT SHARING
PLAN
By: '
its:
RONNIE HARPER, TRUSTEE" OF THE
RONNIE BENNY HARPER REVOCABLE
LIVING TRUST, DATED OCTOBER 31,
2002
21 1469.2 a� 013111 •, b, 052
AGREEMENT FOR PURCHASE AND SALE AND
ESCROW INSTRUCTIONS
BY AND BETWEEN
SCOTT M. KING, CHARLES HYATT KING III, MARJORIE ANN KING, RONALD A.
FLORIA, UNION HOME LOAN, INC., DEFINED BENEFIT PENSION TRUST, TRUST
COMPANY OF AMERICA, CUSTODIAN FOR ANAHEIM CARDIOLOGY, INC., FBO
DAVID C. SANGER, MD. ACCOUNT #58192, WANG QIN CHEN, SOLOMON
ALEXANDER MIZRAHI, TRUSTEE OF THE SOLOMON ALEXANDER MIZRAHI
LIVING TRUST DATED JUNE 11,1090, GEORGE J. NAFF, TRUSTEE OF THE
GEORGE NAFF FAMILY TRUST UNDER TRUST DATED 2/19/97, WALTER J.
HOLIDAY, TRUSTEE, OR SUCCESSOR TRUSTEE, UNDER THE WALTER J.
HOLIDAY FAMILY TRUST DATED FEBRUARY 11,1997, EQUITY TRUST
COMPANY: CUSTODIAN FBO:BRENDA C. SMITH MD. IRA #31688, CLYDE J.
"STANLEY,ERIKASTANLEY, TRUSTEES OF THE STANLEY TRUST, DATED
OCTOBER 30,1992 GEORGE J. NAFF, TRUSTEE OF THE GEORGE NAFF FAMILY
TRUST UNDER TRUST DATED 2/19/97, UNION HOME LOAN PROFIT SHARING
PLAN, and RONNIE HARPER, TRUSTEE OF THE RONNIE BENNY HARPER
REVOCABLE LIVING TRUST, DATED OCTOBER 31, 2002
(JOINTLY, SEVERALLY, AND COLLECTIVELY, "SELLER")
mm
LA QUINTA REDEVELOPMENT AGENCY
("BUYER")
June _, 2011
119/015610-Mg 11 053
216W9.2 a06/13/11
COUNCIL/RDA MEETING DATE: June 14, 2011
ITEM TITLE: Adoption of a Resolution That Approves
a Purchase and Sale Agreement with Donald and
Julie Parker, Makes Findings Pursuant to Health and
Safety Code Section 33445, and Appropriates Funds
to Acquire Land Identified as APNs: 773-077-013
and 773-101-013
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR: 3
STUDY SESSION:
PUBLIC HEARING:
Adopt a Resolution of the Redevelopment Agency that Approves a Purchase and Sale
Agreement between the La Quinta Redevelopment Agency and Donald and Julia
Parker, that finds that the acquisition of this property conforms with the requirements
of Health and Safety Code Section 33445, appropriates $1,457,129 from the Project
Area No. 1 Capital Projects Fund (Account Number 405-0000-290.00-00), and
authorizes the Executive Director to execute the Agreement and all necessary
documentation.
FISCAL IMPLICATIONS:
The Redevelopment Agency will fund up to $1,457,129 to purchase this property;
these expenses are comprised of the purchase cost of $1,447,129 and up to $10,000
of customary closing costs. The funds for this acquisition are the sale proceeds from
the SilverRock property sale to the City of La Quinta:
BACKGROUND AND OVERVIEW:
The Agency Board has directed staff to pursue the purchase of various properties in
the Village to facilitate off-street parking opportunities, the expansion of recreation
opportunities, public facilities, or the development of affordable housing. In May
2011, the Agency Board directed staff to submit property purchase offers to Donald
and Julia Parker ("Parkers"). The Parkers own two properties east of La Quinta Park.
One property is 32,234 square feet in size and is located at the northwest corner of
Avenida Montezuma and Avenida Navarro, adjacent to the property the Agency
purchased from the Ostrowsky Estate in 2007. The second property is 16,117 square
feet in size and is located at the southwest corner of Avenida Montezuma and Avenida
Navarro. Both properties are vacant.
Per the Purchase and Sale Agreement (Attachment 1), the City of La Quinta would
purchase this property for a cost of $1,447,129 or $29.93 per square foot of land
area, plus customary closing costs. The Redevelopment Agency would fund the
acquisition and customary closing costs. The rationale for purchasing this property is
to preserve vacant land for future affordable housing development, or given this
property's location immediately north of La Quinta Park, for possible public parking or
recreation uses.
Pursuant to Health and Safety Code Section 33445, the Agency may fund the cost to
acquire land and construct public improvements if the City Council and Agency Board
makes findings that support this expenditure, and if the City Council consents to
having the Agency expend these funds. The acquisition of this property will eliminate
blight in Project Area No. 1 by facilitating the expansion of recreation uses, or by
providing additional off-street parking opportunities, or facilitating the development of
affordable housing.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
Adopt a Resolution of the Redevelopment Agency that Approves a Purchase and
Sale Agreement between the La Quinta Redevelopment Agency and Donald and
Julia Parker, that finds that the acquisition of this property conforms with the
requirements of Health and Safety Code Section 33445, appropriates
$1,457,129 from the Project Area No. 1 Capital Projects Fund (Account
Number 405-0000-290.00-00), and authorizes the Executive Director to
execute the Agreement and all necessary documentation.
2. Do not adopt a Resolution of the Redevelopment Agency approving the
Purchase and Sale Agreements; or
3. Provide staff with alternative direction.
Respectfully submitted,
Debbie Powell
Economic Development Project Manager
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachment: 1. Purchase and Sale Agreement (will be provided prior to the
Redevelopment Agency meeting)
� 056
RESOLUTION NO. RA 2011-
A RESOLUTION OF THE LA QUINTA REDEVELOPMENT
AGENCY APPROVING AN AGREEMENT FOR PURCHASE
AND SALE BY AND BETWEEN THE AGENCY AND
DONALD PARKER AND JULIE PARKER, MAKING
CERTAIN FINDINGS PURSUANT TO HEALTH AND
SAFETY CODE SECTION 33445 WITH RESPECT TO THE
AGENCY'S EXPENDITURE AND APPROPRIATING FUNDS
FO THE ACQUISITION
WHEREAS, the La Quinta Redevelopment Agency ("Agency") is a redevelop-
ment agency organized and existing under the California Community
Redevelopment Law ("Health & Safety Code § 33000 et seq.) ("CRL") and has
been authorized to transact business and exercise the powers of a redevelopment
agency pursuant to action of the City Council of the City of La Quinta ("City
Council" or "City," as applicable); and
WHEREAS, pursuant to the CRL, the City Council approved and adopted the
Redevelopment Plan ("Redevelopment Plan") for La Quinta Project Area No. 1
("Project Area") on November 29, 1983, by Ordinance No. 43; and
WHEREAS, Agency staff has negotiated a Purchase and Sale Agreement
with Donald Parker and Julie Parker for real property located north and south of the
La Quinta Community Park ("Property"), to facilitate off-street parking
opportunities, the expansion of recreation opportunities, public facilities, or the
development of affordable housing (collectively, the "Infrastructure
Improvements"), to facilitate access to the Village; and
WHEREAS, the Property is located within the Project Area; and
WHEREAS, the Agreement would provide for the Agency's expenditure of
One Million Four Hundred Forty -Seven Thousand One Hundred and Twenty -Nine
Dollars ($1,447,129) plus closing costs to acquire the Property; and
WHEREAS, with the legislative body's consent and the satisfaction of certain
specified requirements set forth in Health and Safety Code Section 33445, the CRL
authorizes redevelopment agencies to expend tax increment funds to acquire real
property for, and to fund the cost of the installation and construction of, publicly
owned buildings, facilities, and improvements; and
WHEREAS, the Agreement is in accordance with the Redevelopment Plan
and is of benefit to the Project Area and the City of La Quinta; and
Resolution No. RA 2011-
Parker Purchase and Sale Agreement
Avenida Montezuma Property
Adopted: June 14, 2011
Page 2
WHEREAS, the Agency's financial contribution pursuant to the Agreement is
necessary to effectuate the purposes of the Redevelopment Plan;
NOW THEREFORE, BE IT RESOLVED by the La Quinta Redevelopment
Agency, as follows:
SECTION 1. The above recitations are true and correct.
SECTION 2. Pursuant to Health and Safety Code Section 33445(a), the
La Quinta Redevelopment Agency finds and determines that:
A. The acquisition of the Property pursuant to the Agreement for the future
development of the Infrastructure Improvements is of benefit to the Project
Area, by helping to eliminate blight within the Project Area, in that the
Infrastructure Improvements will consist of public infrastructure
improvements, and the Redevelopment Plan provides for the elimination, and
prevention of the spread, of blight and blighting influences through the
installation, construction, or re -construction of streets, utilities, and other
public facilities and improvements.
B. No other reasonable means of financing the purchase of the Property or the
Infrastructure Improvements are available to the community, for the
following reasons: (i) City monies are dedicated to critical police, fire, and
other necessary expenditures, including other capital improvement projects;
(ii) the only practical means of paying for the Property and Infrastructure
Improvements is to use Agency funding; (iii) without Agency funding, the
Property could not be acquired and the Infrastructure Improvements would
not be completed, all to the detriment of the Project Area.
C. The acquisition of the Property and the future installation of the
Infrastructure Improvements are consistent with the Agency's
implementation plan adopted pursuant to Health and Safety Code Section
33490 ("Implementation Plan"), in that improving public infrastructure and
facilities within the Project Area are goals set forth in the Implementation
Plan.
SECTION 3. The Agency's expenditure for the Property for future
development with the Infrastructure Improvements is necessary to effectuate the
purposes of the Redevelopment Plan and is in the best interests of the City of La
Quinta.
058
Resolution No. RA 2011-
Parker Purchase and Sale Agreement
Avenida Montezuma Property
Adopted: June 14, 2011
Page 3
SECTION 4. The Agency authorizes the appropriation and expenditure of up
to $1,447,129 plus closing costs estimated to be $10,000 to close the transaction
contemplated by the Purchase and Sale Agreement from Project Area No. 1 Capital
Projects Fund (Account Number 405-0000-290.00-00).
SECTION 5. The Executive Director is hereby authorized to sign the
Purchase and Sale Agreement subject to such minor modifications approved by the
Agency Counsel and the Executive Director, and to sign such other documents and
take such other actions as to carry out the terms of the Agreement.
PASSED, APPROVED and ADOPTED at a special meeting of the La Quinta
Redevelopment Agency held on this 14th day of June, 2011, by the following vote
to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
TERRY HENDERSON, Agency Chair
La Quinta Redevelopment Agency
ATTEST:
VERONICA J. MONTECINO, CMC, AGENCY SECRETARY
La Quinta Redevelopment Agency
(City Seal)
APPROVED AS TO FORM:
M. KATHERINE JENSON, Agency Counsel
La Quinta Redevelopment Agency
,� 059
T4ht 4 4 Qum to
MEMORANDUM
TO: The Honorable Chair and Members of the Redevelopment Agency
FROM: Thomas P. Genovese, Executive Directo��
DATE: June 13, 2011
SUBJECT: Adoption of a Resolution That Approves a Purchase and Sale
Agreement with Donald and Julie Parker, Makes Findings Pursuant to
Health and Safety Code Section 33445, and Appropriates Funds to
Acquire Land Identified as APNs: 773-077-013 and 773-101-013
Attachment 1 - Owner Participation Agreement will be provided prior to the
Redevelopment Agency meeting.
RDA, C3
MEMORANDUM
TO: The Honorable Mayor and Members of the City Council
The Honorable Chair and Members of the Redevelopment Agency
FROM: Thomas P. Genovese, City Manager
DATE: June 14, 2011
SUBJECT: Item No. 5 to City Council Agenda Special Meeting June 14, 2011
Item No. 3 to RDA Agenda Special Meeting June 14, 2011
Adoption of a Resolution that Approves a Purchase and Sale
Agreement with Donald and Julie Parker, Makes Findings Pursuant to
Health and Safety Code Section 33445, and Appropriates Funds to
Acquire Land Identified as APNs: 773-077-013 and 773-101-013
Attachment 1 — Purchase and Sale Agreement to staff report identified above.
It 061
06/10/2011 14:26 7605940344
r CALIFORNIA
ASSOCIATION
OF &EALTORSO
1. OFFER:
A. THIS
6, THE
C. THE
D. CLOSE OFEaCROWaheiloawon
2. AGENCY:
A POTESTALLY COMPE"MNG allYEM AND 88 LERS
WmeaNatbn by 00 Broker rep ossaff q that pdr4W.
aapaute docuurwnt (CAR. Fenn DA). Buyer undalstam
consider, make oflma an or uldm MV require the Props
with mpatng Wasiattlas of kRerebt to this Sayer.
B. CONFIRMATION: The following seamy reh rhonshipo are
or
SeMM Agent fiN oo+
came as the Lining Ager4 le the opant of (shack ono): C
Real Estate Broke= are not "a to theAvowned beh
3. FBIANCE TERMS Buyer mixesant$(hat iundswB be good
A. INrfM DEPOSIT: Daposa dug ba in 0u anwsm of
111) Buyer shelf ddkrer depedl draady to EWM HW
❑ Ohfner
❑❑ Other
OR (2) Ca nhadeed) ❑ Buyer has pen the deposit by Perm,
the again slhtnin not ale 0ger (orto ❑
a, NCREASED DEPOSIT: Buyer shad deposit with Esau
wdhn Days After Acceptance, arQ
C. LOAN(S)
(1) FIRST LOAN In the amount of ..............
This ban veil be conventional fnnancing or, If ch
❑ assumed firmcin9 (CAR. Farm PAA), 0 Oftr
sled rate not to mxaed % or. C
%. Regardless tithe type of Isar, Bat
of the loan o nourd.
(2) jj77 SAN in Lam the amount of ............
Irhia Loan wE be conventional anartdng or, If check)
(CAR Foos PM), ❑ 00mr
96 or, ❑ an adjustable rate ba
Regardless of the We of loan, Byer shed pay pWnh
0. AODITI0NALFDLV4CNG TERMS:
E. BALANCE OF PURCHASE PRICE OR DOWld PAYMEel
to he deocelted with Escrow Howerw0.hn Wmalort tune
F. PYRCHASEj(TOTAL):. . . . ....... . .......
Buyers hddats ( -1 ~-..) ( )
the Orin bee d m tensed ersme Rlrr 17 tee. CON ama WO UW ND"
=mpp A,den drlJe &,W. sot POD ".*a. Iy-halo,, V1 aa"A WW& obw
401 doMls a 0" WWW ftmob. CoaFWS a lae&ime
CALFGWdA A000=ll OF?QXTORee. INC. All. Rxmfm AE6aRt@C.
VLPARM"W,UlGg l!l OFlM VACANT LAtm PUR
LA MNTA PALM5
Rsvlwd 4Mg)
PAGE 02/15
data eft" 10, 20t1 ,
(or®s
hyer herd Solar each admowledga NGalpt of o dioelasure etths ponibMy, of =*is
do disclosure may, be pod of a left agreement, buyer reprewdetbn sgmaury or
that Erokaf repreasrhdop Byer May also represent dfwr polodlal buyem vow may
. Sonar understands (tot BrWw represemtrp Soar may ono morosaM other tetore
kOkA M, er C) the
Seder.
Mph Escrow Holder.
(Pint Finn Name) is
(Print Firm Name) (d no the)
I both gu Buyerand Seller.
....................................... S_. $1000.00
ar by Personal chadt.0olacronb funde transfer,
sdhlin 3 buslooesdaA after acceptance (or
hook (or p ) to
). made to
. The deposit shod to held unaadhed until
Into Brd 1 bust aCamrrM within 3 business days
Holder an nemaed deposit In the WmWm of ..... S
ad, '["'Fruit, p VA. p sane: (east. Form 3FA ),
This ban shed be at a
h ed)u"le role loan with InEal rate not to exceed
shad pay points not to exaeed %
❑ Soller (CAR Foam SFA), ❑ assumed financing
—. This loan shall be at a fixed rate not to exceed
With Initial rate not to ehCoad %.
;I to exceed %of the ban amount.
s
, In the 6"1*Wt of ................ ......X....5 2,442,129.00
I class sperm.
.......�...:.`" ..WA 2 adz 29. 00
Ruda 0v0v Date ri�i °1rV
MU AGRBMWiT (MPA PA09l OF 191
p' 062
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86/16/2011 14:26 7905640344 LA QUINTA PALMS PAGE 03/15
Properly: 9kNpL boa .7t Aat7ea rr/i tp Reis 3. a•a•i a Mk 3" am oia/vaa 40171%) MIA 11
OstC,�Wu 1a. adtl _
0. VERIFICATION OF DOWN PAYMMr AND CLOSM COSTS: Bayer (err Brterb lender or lean broker Pursuant is 3H(1)) shay, wane,
7 far b ) Doge After Ao"'Pials. Daher le Seger sel"On vwft den d BA W$ dam Wright d aht anosing ooldL at dietlmd,
(] weftdM eAmdiad.)
H. ►O WTEPAA&
(1) LOAN APPLMATION& Wards 7(orC3) Oaye After AooWlence, Buyer shag Dauer m SWW a leder ken render or
Iom Woksr OMM rA% based on A review ofBuyer's writers Apldi®gon arse OmW rePaL Buyer Is Pmquadled Or PNQPProved far arty NEW
loan *00fled in 3a above. (if drodcod G lagw aMaded.)
W LOAN CONTMIGENCYt Buyer dull ad dgigen y and In gaud faith to obtain the dosignaeee lean(c). Otdah mg the pomW specified III, le
e oOdlnpeteeyr Of 1N6 Aproarnsnt rddeesotherhube spread Inad0hp. uayefs wooled lAl ObggW" to obtain and provide doWA Leine
(a) LOAN W10TLNGENCY REMOVAL: ova
not 0o Wagandea ofthlaAaroempd,
(1)vv"IT(or 13 p Days Agar Axspumos, Byer shag, As spedhed In psragmph 19, In wrkifa remove the ban
COnfingerrcy draanoel thbAgmemdd;
014 (1) M de1e0) O the loan mndolld" shag remain In Aged UND the dsalgnated loom are funded.
(4) 0 NO LOAN CONTINGENCY tit deded): Obtaining any ban spadfled above le NW a 00nfiV011 r of Nils Agrasment. if BWar does not
obtain ON ban real as a result Byer does not paahose Bus Prapery, Seger may to m1filed to Buyer* deposit Or Ilia lyal Ialhodlm.
L APPRAISAL CONTMMCV AND RE WfA i rOAgmw*fft le ((R. Nehadred, ®ls NOT) confteud upon a written apprelaal of the
Pmperty by a fiasnaed Or OatAled SPRolow at no blot than the apadMd We hose Price. If them Is a lose oontingengy. Swam removal of the
ban centlagmoy shall be dunned mmowl of this apprakal contingency (or. ❑ If died" Buyer shall, As epedfied In paragrao 193(S), in
uuddng remove the appralsaf oongngenwy of carmal thle Agroemard wAWn17 (or 13 _ . ) Days Agor Acceptance). 1f Mere is no ban
ocallegancy, Buyer shag, am speaw In paagrph-1S6(a), In setting rwrtrova the OPPmiaf wntingenry or renal this Agreement within 17 (or
) Days AgerAOceptance.
J. ® ALL CASH OFFER pf dre lw* SAW shag. within 7 (or(3) Days Attar Acooptance, DwKw to Sugar writlen yadAceden of
sulfldent hurls In dose gib tmnsadforL (d dw*W (3 vesilP®don MOW)
N. BUYER STATED FWANCING: Gregor has round on BUysrh rop600011110n Of Ne typo Of gmdmoke apaOBed gndudklg bid rat tinged to, as
apok ", saevnt of dawn payment, contingent or non owilingdrt ban, or s0 op4. If Buyer seeing alternate unandng, (1) Sugar hoe no
OWlgaton to aoopemb VA Buyer's WOO to obtain such financing, WA M Buyer am aleo pursue Ma MaaWg method vacrod In this
Aamemaat. Buysee falkn o in "Oure agenrde financing does riot smuse Buyer from Ohs obligagan to porchiu a the Properly and dOee esaow
as speculed in tits Agmemont.
L. 80,uM FINANCING: TM tollourire terms (at a (a dhp*uo the temp specified in Me sCedmd Bogor financing Adaaneum (CA.R. Form
SFr) a" ONLY to flien0bg Wounded by Sager under this Agreement.
(1) BUYER'S CREWWRIORTMNEES: Buyer "on, a Sager anWor Broken to oblaby at Buyer's screams, s ooay of Buyers creak report.
WHhin 7 (or ❑ ) Days AgarAaaptance, Buyer shall WWAdf any anupmfign doc mmistlon roatonaby requested by Sauer.
(2) TERNS: Buyers promissory role, deed d.tmmt and Other downing as appropriate shag ineoryorato and IkWMMWKthe MOwirrp additional
tams: (B the maximum thferest raw 00e01A0d In paragraph 30 slid be the ad" Mind Interest(ato for SagaMandng; gl) deed ofWadmil
eonmin a REQUEST FOR NOTN:E OF DEFAULT an andor tonne; pill Bluer shop sign and pay for a REQUEST FOR NOTICE OF
DELINQUENCY prior to Cum Of Eaaaw and at any future tine It requested by Sauer, (Inn) noto and dead of trust and contain an
atrademgon douse making the lam due. when penrdtled by law and at Shcses option, uW the sale or bandw of the Pmpary or any
Interest In It (VI note shag contain a late charge of 6%of the IroWhi ant ram (cM _ ) If the Inahwnad is not reoef"d vrthin
10 days of the date dud (v) MFle Im muse aovwvg4 in vile form of a joint PmWcttkm policy shall be prwlftd lasurlag $eller's deed of trust
Interest in the Properly (any Increased ash were wrier's poppy shall be paid by BuYad: and hi) tax service shell be obtained And paid for by
Buyer to nogg Boger a property tsae6 have not been pail
(3) ADDED, DELETED OR fr7)BBTIrl= BUYER& The Addition, d@Wm or substlodon of any Demon or entity under this AW"mend or to
title prior to Close Of Escrow MBII requite Sellers weMOn Cabaret. Sugar may grant or WWftld Oorsmnt In Seller's Bola MCmHon. Any
Additional or substfuted person or eat slap, Y requested by Sager, submit to SOW the sanm documentation as mauln of for the orfainal
named Buyer. Seller and/or Wd;Ms may obtain a dadg mprA at Buyers eogmae, on any such person or miy,-
N. ASSUMED OR "GILM l ICT Tip" FINAMMO: Seller represents that Sella le rot 48MAW nit on any payments due On any loan. Seger shag,
vdthb the time spvJW in paragraph 1% provide Copies of all aWlcobie notes and deeds of buaL lean balances and arrant Nlarost rates to
Buyer. Buyer shag;len, ae spoOYied in pamgmph 10M, removs this owbIgenhgr or canal Mots Agreement. Dgfarereea toUsen estimated
and Actual loan balances Mot( be s*Md at Cbw Of Evorm by cash down P2YMrd. bapemd accounla, if any, shag be aAW" and dwIW
to Buyer Intl oredhad to Seller. Sd w Is advised that Buyers asswvVdm of an exia0ig loan may rrat release Bags Tram 186uiyr an that ban. A
this to An asaum$w o(a VA Lam, fie Isle is Oadngem upefr Wier being provided a releoss of liability well substitution of eligibility, unless
otherwise agreed In wr%V. N the Prnpsmy Is acquired tutrjed to an Inkling ban, Buyer end Buller am adWsed to WWII with legal Counsel
ragardiip the abft Of an exbdng lender to oak the loan due, and to consequences thded.
4. ALLOCATION OF COSTA (t dedm* Untasa otheraleo specified in writing. this paragraph only dstsmWor who Is Is pay for the Inspection, test or
service (T ApdP) mentioned; it does notdolonnilnewho is to pay for any week nammOOded or 10Arrtlled In the Report
A. INSPECTIONS AND REPORTS:
(1) � Buyer 0 Sella shag pay to hawexistiq asptbor pr(vare aawapa dlspoeel eystdrt, ram, idPealed
(� Q Buyer Q Balw Meg pay for costs dtesting to d*WlWne Be adta6Bgy dad for sewage disposal
(k) ❑ Ww9r C 3 Bogor shall pay to have wda tq wells. If any, tasted far water pdabglbr and WdudAnity • -
Buyer's Initials ( ) ( ) Sellars InHds
rxrPyripk sitfee-Zata,CAI.FORNKASSOCAT10N OF Rrd.TORW DIG. me awwdiH Wla r
VLPA 14EVISED Ono (PAOB 2OF 161
VACANT LAND PURCHASS AGREEMENT ("A PAGE I OF 10) ferka Vamt
p- C63
9I/£0 39Vd S39TW 31N3 VM3ddIHO E9ZL9068I8 80:LI IIOZ/Ei/90
86/10/2811 14:26 7606648244 LA QUINTA PALMS PAGE 04/15
snno�t leas ,Tt sacras rI/� La Lola 3,2 9ra 4 AI_k__y9_9__7®_0_7B/_Oaa Pmpeny: dram .s7 loess Mitt in .. r . _ ...G -� sodfaG3omle 24 Date• Jme ia_zpd
(4) 6u w p Severshaa pay se have Pnopsrl. comers Wemsaed
(4) Dspmr ❑ Segerahal pay Gar 0 r«sarel heard mere dh'dOWre reptM PreW red DY
Buyer Q dlsr ww Pay for the (eumvino Impaction or rom
Is
IM, Boyar(] Sdw8shall M for91e fWMWV impaction orrepod
B, ESCROWANDITTLE.
(1) 0 Buy8r0 Sellor slalpey a,aroer tee
Eeorew Helderalal he iu�a
(2) Q Buyer to Seder shad pay for owtara title insurance Poft;Ored In paragrapD 18E
owroraUse pow a be leered by Flea±««.. e4_•+ie
(Bayer shall pay far W# live Insurance paficy Inwebg &lyaes Lander. unless oth ma ee agreed In writing
C. OTHER COSTS:
(1)pBuyer ®SoarshalPay Carrytanafertax wtral rise
(2) 0 Buyw Q SNiarahad pay Chy trarresxtax ortransfar in
(01 � Buyer Q Sauarsnas pay Hannormere' Asaoetetten ("HCA 9 trmMerkes
Nl ❑ Buyer O 8e0w roar pay NCA document preparation lees
(sit ❑Buyer Sww shies Pay for
(01 p Buyer 0 Sager shag pay for
e. POSSESSION AND KEYS: Pcaeeedan shad he delivered to 9ujjr at aPM of XEQ9 ® AM Peg, Don the data of Mm of Eeorow:
❑ an ; w[] ro later than Bays Alter Chao Cf Escrow. The Properly shall to unooc upled, antes,
ovanalsa egread In writing. Sager shad provide Iraqi ends means to OPsate all Propwly locus. B Property It located In a cannon Interest
subdhrhlon, Buyer may ob required to pay 6 depost 10 Me HOmeownere' Association C "M 5 to obtain keys to aar4+saWe HOA tedDes.
L STATUTORY 018CLOMFIESAND CANCELLATICNRIGHTS:
A. NATURAL AM EIIVMOMINK)ITAL HATARDS: Solar Wall. lWft the lima spedhd In paragrapb 19, deliver to Buyer 9 required by Law: h)
P Flooding guides pnundWm) Arco; Vary M& Fire Hazard Z6M S (� d 9ra Properly Is located Ina Spscid Flood Harard Area;
and (Sit dariaa any otlrerxoneaa Raeponamlfiy Area: Earthquake Fart Zone; Salemb Hazard gene;
mquired by Law wid provide any other Wormation requkad far dx= cones.
E. WITNHOLDDIG TAXEB: Within the Una specified in paragraph 19A, to avoid requkad %Mbokft. Saver shed Delver to Buyer ter qualified
wAsMits, an eluded suvWbrt to comWyvft federal (FIRPTA) and CaMema vAMOWtlg Law (CAR. Form AS orOS).
C. MEGAMS LAW DATABASE DISCLOSURE: Novos: Pursuant to Section 290.40 of the Pend Cade, Information about spacMed Mabutured sex
offanders is made available to the public via an Internet Web she m*ft*md by 9w DepWrtrtwrd of Judd, et www.magmdeWcaa.gw. OWN)oing
on an c5andees crinkal history, this IMprmatlon wm ktd l46 HMw tee oddrees At which the offender realdes or the community of rmid m o and
ZIP Cods In whldr he ae she reaidaa (Nether Saw nor Brown Re Mquead to check this VMMI II auyar wmtts further information, Broker
NWT 10 mryar *Win kWmha#w ham 0* w fthe during Buyora Inspection contingency period. Broksia do not have axperiae In Una
area
7- SFI.LER DDCUMWATfoN ANP A0WT1om L)o iCLOSURE:
A Within the Who tPsdfied In paragraph 19. If Sol r has actual anoMedge, Sella Chat PmWds to Buyer. In an". the following Information:
(11 LEGAL PitOOMDWGS:Any lmwsub by ar egahM Sales thredanird or sfbcdn9 the Ptoo" it4Wb 9 asyy imub d ocina a doled or
dafeaney in the Propeify of common arepe, or any kewen r4k*6 of statement or davam Bled ter Issued silmat to Properly.
(21 AGWOtfLe VUSE,VYhettdrmo Properly h suk)sd to m*iciona for agricultural use X"000tto the Wl6emaorr Act (Government Code
aaugmnr.om
(7 MED PMMC1WN8: Any deed restrictions or obligations.
( FARM USE: Whadver the Property is in or agaewdto an area wgh FoamtuFarm rights (CNv Cede P9saU Md Pl40Ze).
(( ENVIRONMENTAL
SPECIES: Pr : Any at a terms, d, tl,roatarod'wmdate' spode,, or aawbo a ne ai Prow dy.
ENVBTOhp1IENTAL HATJIRD3: Any eunaterbma, matetaa, a products the may but car envirorrrcdd haraM adtbdln0. but and dmtiaw to.
aabeaba kmaNeayd0. radon gas, bad -based palnL hrol ter aheak:o sicrre�gaa broke, aiW oorsarrblaNd tell wvratwon the Property.
lTl COMMO�i WALLB: Arty 0abuee d91e PfOpwiy alwred In common wgh e0)dnsg amloamars, such as walla, ramose, roads, and drivewaya,
and 69doriNre aad OMa6da W,ik. whDeO use w raaponalhiiy hr meidmanee may have an effect an the Property.
18) LANDLOCKED: The aDeenoe d bgd ter physlOal ascaas m fhb Prnpe
(9) EASENENTSrENCROACHMENIS: Arry ancroaehmerhte, wsornm ayelmpaf movers argil may affad the Fraperly.
(10) SDS_.F11L•(B (conpmted w othowrke), ter ahvMon� mG�p oparatlona on nits tiopady,
11 SWLPRCeI 6:Mra Cfidfrup.floadug,dreInaga,gradIna,waNwsoAproblama.
12) F,AR'fNQUAKE DANAAGE: oi'tlelnags to 1h0 FtopOflr ararry arTii111waa ahumturastrom fie, eal9lquakereads, or ImdaIldes.
12 ZONIND 188UBB:Anymning udmInob, m9oonformkg uses, orvbfavona d"sctbaar'regWemema.
14) NEIGHBORHOOD PROBLEMS: Any Ixklhborhood nose pdetne, tN ether nuaeruea.
B. RENTAL AND SERVICE AGFVBEMENM Within vie time specifies In PereWaph 19, Sd w MM make ova MI* to Buyer for inspection and
rovleeG 04 0110e01 Tweet, WWI ,pre neents, SOW" aordraca and Older relates agra n wb, agates, and Denials pertaining to the operagon or
used the Property.
C. ❑ TENANT ESTOPPEL CERTIFICATES., (If chocaad) Within the Ums apooB4d In paragraph 19, 5401or Shan delver to Buyer talent satoppd
w0cew (CAR Farm TOO) completes by Scar or Sat er'a agent and vow by =ensues, ado awled9hrg; (l that lemma' reetal or ISO"
erg MWM are unmadBed and In fua tome aad effect Ica It modified. staary al each modifications); pp that no Ieesor seauss blot and (IM
staling the amount orany prepaid and or security depea0.
0. WELL0 BOOS TAX; 1115 BOND ACTS Within, an Urns opedfed In pwasraph It, Sdar lira: p) nuke a good rose effort to obtain a rmflos from
any Ioc4I oparIGIa OW Isuy a Good al cam or eeaesement on the Property Car. If aaowad, aubstanvely equivalent noose), pursuam to the
Malin -Rope. CommF s Act and Improvement Bond Act of1915. and(D promptly deliver to
Buyee ouch notice obtained.
Buwa Ndaw (7M.—.. () Senora M )
CarAht C 10e641010, OALIFORNIAAaa001AT ON OF REALTOP-1% INC. Redearea by Om
VLPA MOVISED 4MO (PAGE a OF 10)
VACANT LAND PURCHASE ADREEMENT ("A FADE S OF 10) Parkes Vaemt
�. 064
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ekame iota .74 Asses NIL As tde+r t,2,1.& a star 133 D® 018/049 ACr. O 0att to
properly, wsn_9s e;=_a ate _ lotwx_srar a a XU—k 129 {aa 61a/0aa gQMR VAU xj Date. Jww 10, 2041
a. CONDOMWMWLMUMUPgTOEVELCPUgKTONCLOSUREs:
A. BEN-' HAS: 7 (or 13) Drys After Ascapnnuo to disclose to Buyer wllourar the property is a eo njerrh um, or to
located In a planned develowned or other common MEOPed aerdivbbo (CAR. Farm VLQ).
B. If the Property 6 a cmdomkwL m, orlon" In a pWemed unit developmaK at other common komat subdlviatnn, Baiter had (or EJ )
Dos AIIerAmsptance to request tram the HOA tC.AR Form NOAk d) CsWes of a y ""err," required by Lew, 00 dkWsum
or aiicipated dafm or litigation by or against the HOA; (Ira a statement containing this Laeamn and number of da0igealeci partlrg aand ataapge
spaces: Pv) Copies lithe most moved 18 r anther of PICA minuma for regUler and spedW modngs; and (w) the names arm aontart Information of
AD HOAR gOveming the Property (Collectively "DI Dledoaacey and (VI) the kpowbrg it Seller has actual awrladgs (40 any malarial defeule to
the at xw of amurion area (such as pools, lamb courts, vWkways o other won aaoarw in undivided inlareatweh ogler); end (b) posdbb
lack of dorrpGenn with HOA re0ukemanb. Sster shag tamba and Deliver to Buyer AD CI Obalcaums received. from the HOA and any Cl
DISdMIRS In SeteYs P08e0610n. Buyeh approval of Cl Dbdcearea b a mntbgangf Of M Agmamad as Apsome d in paragraph 140%
0. SUBSEQUENT DISMOBURS8: In No ,vent gager, pda to C 90 Of Escrow, becomes aware of adverse mroklo s materlaliy aBac ft me
Property, or any matulal hhaaouraoy in dbdosures, Inform tion Ot rapmeertatio s preNoudy provided to Buyer Of which Buyer is otlNroks unaw4m,
Sallar shag promptly provide a "sequant or amended disdceure w notice, in writing, covering those nano However, a suhsecim a or amended
dootasum shag not be raWrod torcon0gorm aced material Inaeeaadas d 4alosed In reparb ordered and paN for by Buyer.
10, CHANGES DURING ESCROW:
A. Pder to Case Of Escrow, sager may angage In the fagowing arts, ("ProPorsd Changool. subject ro aurora rights In paragraph 19'. (1) mot or
lease any pat of the p tarts"; 00 aRsr, modgy or mderM any ealadng seder or bees agreement; (I19 enter Into. star, madDr or seam arty
service oordract(s); or(iv) change this stetua of the condition others Property.
B. At leaet7 for El _ )Wye Prieto any Proposed Changes, Saser shall 9W written nodee la euyard made Proposed Changes,
11. ITEM INCLUDED AND EXCLUDED!
A. NOTE TO BUYER AND SELLER: same atdsd as included or excluded In the RM, gyam or merkadno mapsdots am not Included in is purchase
price or excluded ham the sob unlow epeci9ad in f 1 B or C.
B. ITEMS INCMED W SA1.E7 -
(1) All EXUNG fsdurn and ffiinda Me are attedhed to the Property;
M The mowing gems:
(8) Sd W represents cat d term Included In the llurchaae per, unitise OthecMse apt, are owned by SOW.
(4) NI Rona Included shall be transferred fora of tans and without Saga warrady.
R ITEMS EACLUDFD FROM &ALE:
18 CONDITION OF PROPERTY: Unisss othendso (greed: (1) the Properly Is sold (a) In He PRESENT pDyeroal ("sus") dendmon m Or the data of
ACoepbnce and (b) auNmet to Buyer lnvastlaeguh rights: (W the Property Is to be maintained In substantially the alone Condition as of to dab of
An nee and PDq 0 Of ahed*M All dodo and personal prop" not Included! 1n the aW shag be removed by Seder by Gme Of Emcw.
A. SEUFR SHALL, WRIM the errs apadNud In paragraph 19, DISCLOSE KNOWN MATERIAL. FACTS AND DEFECTS AFFECTING THE
PROPERTYAND MAKE ALL OTHER DISCLOSURES REQUIRED SY LAW.
S. Bayer has the right to bwpact the Properly and. as npeafflod in paragraph 10% based upon siormaden discovered In those lnspedana (t cancel
thbAgme man: or (1) request that Sailermake Repairs or bite otheractan.
C. Buyer to shengly advised tb wndlk! InhraWgagarra of this erdhn Properq In ardarto detsebine to present co"ItIO . Bdlarmay not be
aware of all dolods affecting fhe Property or other faaWm that Buyer GwWdera Imperiled. Properly bllpnayMnsnls may not be bunk
seconding to code, in compliance went ahmerd Law, or have hed portage Issued.
13. BUYER'S INVESTIGATION OF PROPSR)YAND MATTERS AFFECTING PROPERTY: -
A. Buyers acceptance of the candi don Of, and arty other matter afiedleg the Propary, b a contingency of this Agreement as sosumad in this
Paragraph and paragraph 19B. W Wln the time spadfled In paragraph low1l), Buyer chat have the right, at Buyers apmnse unbar otherwise
agreed. to conduct Inspections, Invomagaeona, tests, surveys and ogres studhb CBuyer lnvealIgatcra'y, Including, but mot linn"d to, the right to:
(1) Moped for load based paint and other bad -bow Pabt hareroe; (9) aspect for wood destroying peas and organisms; Igo review the
registered am offender database: (iv) eon*m the I awagYty of Buyer and the Property; mad M sadafy Buyer w to any matter specitbd In the
attached Buyers Inspodon Advleory (CA-P. Farm Bel). Wehoutsaters pdwsaten comae, Buyer shall neither make nor cease to be made: P)
Invasive ordestrodtue Buys Investigations; or (II) Inspections by any governma tad bulk&yg or zoning Inspector or government employee, union
required by Loa,
S. Seder chat make the Property available for at Buyer Tnvestgato is, Buyer rdWl 0) as speeitad in paragraph t9B, complete Buyer InhroerIG811ons
and, ether mnwve gar cerrimlW y or anal gib Agreement, and (IR OW Seller, at no coat. complete COpbe of all Invesegeton repots "Inred
by Buyer, which obfigaton shall survive the termination Of 06 Agmsnml4
C: Buyer Indamnhy and Solar protection for entry upon property: Buyer ehalh M keep the Property free and dear of ilefiC (Is) repair al damage
arising Non Buys Inveadgedone; and (le) badenmgy and laid $etsr haetless from ®b resulting blacift ds►ma, demands, damages and casts of
BuImev Inymtgataa. Buyer shall cam, or Buyer chat mqutm ayloe acting on Buyers b "If to coy, Policies of Ibh@ty, workers'
c o ponsatan and other applcable bsurance, 4akn0Ing and prabding Seller hem liability any kgwbs to persona at property ommInq during
any Surer Invintiga8ne or work dam on the Property at Buye$ dlrecton prior to Close of Seem. Seller Is advised tat certain protections may
be ataded Seer by me ordsg a'Netin ref Non-MIROMibery (CAR. Form NNR) for Buyer Imesegatons and work done der Me Popery at
Buyers dkedon. Buyers obagaaoas under this paragraph sld survive the temYnaaon or cancellation of this Agreement and Close of Escrow.
Buyers kdtaie ( ( ) Soper s Initials ) ( ) w
CapA;NG /00841010, FORNIA AMC"ON OF REALTOR90I INC. Re*. d by Dar ' 1Y
VLPA REVISED 4Ha (PAGE a OF 10)
VACANT LAND AURCHABE AGREEMENT(VLPA PAGE 4 OF 10) Pamrae Yawnt
91/90 39VCi S3SRckI3.LN3 VM3ddIFK) E9ZL906 13 86 LI T.jA7../f T./QQ
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Vacant lots .7a Aoxwa lf/s la sob Y,1f9r� f ark ia9 J® d1s/oea 6VaVdQ emit if
PrOlMYr: At® .a7 Acores is x,..lyi a a a a rite ma/� n» :� DeOs:,rmo io, sit=s
BUYER 16 STROWLY ADVMW TO INVW71GATE THE CONDMON AND oUFTAT3WTY OF ALL ASPECTS OF
THE PROPERTY AND ALL NAWERSI AFFECTING THE VALUE OR OE1 ummuTY OF 7Hr? PROpEwsv_
E WU LINES, ACCESS AND SOUNDARISS: Lot sine. PmP ft Met, Mgtl Of Physical scow and floundaAss IndMhrg tomme orthe Property
ahomd In common with &*w" landowners, such o wade feness, roads and ddvwaeye, waste tee or meponslhE4y eor mabdenance may
have so eRBct on the Property end arq mxmeOM eats. eaaametda or sknibe mahere OW may affect the Property. (PehCes, hed0e4 v Wb and
Ow neheal or conatrucled banbrs Or madt ra do riot naeeaaaAy wentllr Cue property boundaries. PNyert'tdea may be verged by aeyey.)
(Unless othemlts epedtad In ending, cry manadcal dAtOmerRe by Smimra 1011000 lot a@a ail APPR=MATN)N8 ONLY. which halve hot
been and w9A not to vehdad and aleuld rat be rolled upon by MW4
F. =MG AND LAND USE: Past, prevent, or proposed Iaws, mdbyanoes, mImm dwrra Inglathms, rates, appitoalrona and pamoo aBwtit the
cunand We Of the Property, enure deydopmon, zerdng, Wlldhp, We. govarntirentol pemolto and Orspadimm. Any zorong wb1zliow,
noneonforming uses. or vblallore of "setback" mqukWnarN. (Buyer should also Inwesligare whether these modem affect Ewyom Intended use
Of tie propody')
Q UTILITIES AND SEitvIOES: Avolanday. coats, rebore and location or ulwos and servloss, InckKU ng but not fished la, wwerage.
sanitation, asplic and law ones, water. aWWI*, ON, WAPh", Cable TV and drahW
N. ENVIRONMENTAL HAZARDS: potential envMwrontal hamrds, Including,'but not 0ndted to. asbaaes. lead-hsead paint and other lead
Contamination, radon, mathana, other gases, foal, all or chemioet storage tonics, conlarrdnied doll or avatar, hwAwws vmsle, waste d(sPoeal
saes, elBetramrmagrwtleflalds, mclow smooes, and other wboWwo. Including mold (alrhems, toot or otherwise), fungus or similar contannmant,
matedals, products of Condilons.
I. GEOLOGIC CONWWNS: GedoWMseleruld condIdons, soli and terrain etablyty, whabigty and dramaga MwAnAng any slppage. sliding,
flooding, dralrmgo, Waft, rig (aanp oled orotherwise), or corer ad problems.
J. NATURAL HAZAJW ZONE: Spacial Flood Hazed Areas, Potential Riwding (Inundation) Area% Very High Fite Haan! Zones. Store Fire
Re�Ames, EMtla(uaka Faud2ored, SalfmlwHAZW XCnae, Or nay Other zone forwNrh fnialuae Is required by Law.
f4 PROPERTY nAMAG& MI(w damage to the Property or any of the struouuee or mwyobuaWm( systems and componares and any Personal
property Unfurled in the sale from fire, eertiquake, tloode, landslides w other cause.
L. Ne&W*K R11DOD. AREA AND PROPERTY CONDITM)NL* Neighborhood or am condition, Including AgdodWml Use Rsabiwdona pwaueat
to the VOlamaon Act (Gavarnme i Corte jp=(14129E, Right TO Farm Loft (CM Code g94a2.5 and $3e92.M, whorls, Inceir dbr and
adewinq of eq�latfiffia r of mfire w�h�a adequacy at any spoodiV1m, w ro Internetoaractibns or lOmmunlo"s or oBr technology
kmeWOadom PmAWV to commercial, Industrial or agricultural adhi es. a"no and Proposed Yonapwtoll m. construction and develeynent that
may aflad aoba, view, wtmlfx, airport now, not er odorfrom any source, abandoned mining oPaalfons on are Property, wed anti dommNc
anmwa. other nuisances, hazards, or dreA ndahoes, protected epodes, vmWrW props, botanical dbaaess, htetoro or other govemmmdally
Pmbded shed or improvements, ow netadee. facilities end condition of common areas of common letereat subdNialww, and p0.sa ble " of
compliance wph any governing doeumants or Homeowner' AuoohtlJCn rogldromente, oonddiona and trfuenons of algnfoanee to certain
aftras amYar+d9ldss. and pareonal Muds, ragtdmmeme and pmhrences of Buyer,
M. COMMOW INTEREST 8UBDIVURONS: OVOM ASSOCIATIONS: Facilities and owoOwn of OMMIM woad (faaBtieo such as Pods, tennis
cOwN, wwllowaye, at odwr arose 000wnad In. urdMded Int teat with dr®rs). OwmW Association het has any authority, over the auNect
prcpady, OOSRs, cr omerdaed muMiwe w obegallons, and Fredric lack ofcomplanm 9utlh avmy0erere'Ansoclation requirements.
N. SPECIAL TA%: Artylocal aWehdea that levy a special tea on the Property puraueM to the Aldb4tow Camnamlpr FaorTdke Actor Improvement
Bond Aet of laid.
O. RENTAL PROPERTY RESTRICTIONS: Some colas and counties Impose restrictions that emit the amount Of rent that can be charged, Me
m=hm number of ocapants and the right of a fandleed to OnmNats a tenancy.
P. MANUFACTURED HOME PLACEMENT: Codklwe that may affOCt lee abulyto place ON we a nwnuraduled borne on the Property.
14. SELLER DISCLOSURES; ADDENDA: ADVISORIES; OTHER TERIMS:
A. Seller Disclosures (119hoohed): Seller shell, wtthir the time specaed In paragraph IGA, oomOtate and Provide Buyer with A:
EL
C.
0
Buyers I"Ale
CepyrphtV IOW2ate. CAfIFORNIAAaaOCIATIONOFRCMLTOFt=INC. �
VLPA REVISED WO (PAGB 5 OF 10)
Do
VACANT LAND PURCHASE AGREEMENT ("A PAGE 6 OF 10) Pmhrr Yamrd Gale
�66
9I/90 39vd S3SI2crd31N3 VM3d8IH3 E9ZL906818 80:11 IIOZ/£T/90
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vasaae LOW .74 Amos nVs Jrr has+ a,1Cl,8 a BLt US to 028/002 Baace4 Ibli.t 1!
Properly ARP .47 Amwa m/s AA EeEe1.2_2. a a A= sag sill 010/082 OCeyrn rrel. fa ��^� Date: _�yay 30, 2012
is. nnVAKDVESTRJW. - - -
A, within the dine IpOWM In paregroPb 19. ftw shall be provided a a miM pte(anlnaly urle report, %t t ahaa Wads, a aserch of the Ou m w
4" $caller shall wShin 7 fts Aker ACOOptamm, gin aacma Holder a completed SWRN ant of hhrnreton. TM poeliminary report Is oak an
otter by the Me hum to Issue a pogoy d tine ehsuman& and My not Captain every earn aHeatlng b'ta. Buyse* review of the We11neirby repot
andafWWWRIEbMV"mayaffatdtkioareOmntfrgerpyuwthbAgrohareMasrped6epblperigrePinI$&
B. Tale Is him In to Wahmnt ow dkbn fulled to am wmwr6mncg e, oasema ts. covanaNa mmdabns, Mulduaww, rights arty other m oomq
what er or reoord or not, as of am dm of Aompfancl asiraPe (q mmetery gore of recall anbm Buywis aamctng them oMlpetlaig or tailing
the Property aibpct totem ntggalbns: SW(p) those mdhera wNm Bin& has agreed h FWM In wtgng.
C. VMn tb1 time specified In 02161Iaph 19, BGHW he$ S &V in dbdms to Buyer all nWbrr known to 3albr aAsctitg fob, %Matey of maWd or
not
D. At Clore Of Escrow, eryyt area reoaire a gterl dead mrtvayisg Om10 (or, for stock eeoporeNrs Of bn840 lease, an aest urmud of stork
00111001110 or of Bailsye bsasbvld Irdamel). Including CO. mkmW and Mate rights I cwmnty owned by SeOor. Tmh abam vest se designated in
Buyers supplemenR4 ftmW lastruAlom. THE MANNER OF TAMHO TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES.
CONSULTAN APPROPRIATE FROF£SSbN14L
E. Buyer shag mceNe a standard Coverage causes CLTA polity Of title hmuranco. An ALTA policy or tin addition of enddmmenta may pmyida
Waster Coveop for Buyer. A (Be c arnpany, at Buyer's nequaA Can proves Woomatlol 46W the availability, dedmbEty, Covenop, eWMey
mpuasmmis, ah4 COet of various tide Inal mrpe, rovemges and endorsements. If Buyer desites file coverage other than that tatioad by thIs
Paragraph, &ysrshell hhstruct Escrow Holder in writing and pay any Increase In coat
IE. SALE OF BNYE" PRAPEITI TI
A. This Agreement Is NOT osnthtgart upon the sale of any property waned by Buyer.
OR 0. D (N rhetlaa) Tile attached addadum (CAR Form COP) mgardng the contingency for the sale of property owned by Buyer Is Inca rpamled
Into, rite Agr0801e00.
17. [7 YANUFAMURI:D HOME PURCHASE (If dm*ecQ: The purchase of the Property b wnangand upon Buyer acquiring a pamaral property
mor uraetumd hams In be placed on the Property after dose Of Escrow. Buyer[) /han [3 has not enterad Into a contreot for the purchase of a
pamond Property manufactured home Within the We eped(kd In Paragraph 19, Buyer shall remove this Contingency or caned this Aghemant,
(OR, If dwJW, L) lids oontngency stet remain in affect until the Close Of Eacmis of the Pmparty).
1& Q CONSTIVIOTION LOAN FINANCING (If dhedled): The purchase of the Properly is contingent upon Byer obtalnbg 0 aonahuaton lase. A draw
from the construction loan Q wG 13 WO tat be used ter mnemae the Prtporlr. Within the time specified In peragrsph 18, Buyer shut remove this
contingency or cancel this Agreement (or, If Chealaed, (3 Ws.00ntlngepiCy eh li amain In dfect until dose Of Escrow of airs Properly).
IS. TOM PERIODS-, RE IOVAL OF CONTIIMXCIE8; CANCMLAnON RIGI73a The following this patients may ordy be extended, ateame,
ne dined or ahanBM by mutual written agroemant-Any removal of contingencies or cancellation steer this Pam~ by etcher Buyer or
fisher must be exorcised In good fete and In writlee (OAR. Form CR or CC).
A. SELLIOt HAS: 7 (err Q ) Days After ACoeplshra to Demwr to Buyer a0 Reperb, disclosures and Information for Wed) Seller
is resptIon��Wb�te under paragraphs Sal 4, 6A and B. 7, GA, 12A, IAA and S. and 15. Buyer amy give Seller a Notice to Sol to Perform (CAR-
B. 11�BIJYER H I?f SWW halt not
ttwrod the Arian? o In uNes6 othanrlae a8read kin aaMrg, m mprNlata ell Buyer Igaliona:
approve an dbelaaros, reports and other applleaMs allormadm, Wft Buyer modvas from Soler, and approve all other MWW affecting
the Properly Meturdsg bad hood pant and WaditW paint haz ode as wag as otheratormaton specified In paragraph 6 and Insurability
of Buyer and the PrWeV.
(2) WMhYtthO tiro tpedfled In 18B(1). BUYsr may naqutet that Sager make repass a fake anY other ectldn regsnPrg the Property (CAR Femu
RIi). $oiler has no oWWon to agree to or respond to Buyers requests
(3) Wltdn the time specified In 108(1) (err as dharwlm specified in We Agme oM, Buyer shall, Dsmver to Seller enter (I) a removal of the
applicable contingency (CA.R. Form CFO, or (9) a cancellation (CAR Form CC) of this Agreement bound upon a renrohbg contingency or
SBIerY islhus to Deliver the epeaphd Tana. However. Isny report, dholosure or lnlbmreaan for which Below is responwble is not Dedwred
wwn its time Wedlad In IS& than Buyer hou8 (or [I - ) Days After ONkmy of any ouch mama. or the time 0e09eo in
1WXI), whichever Is bier to oollvar to Behar a removal of the applicable conthlgalcy or oNwyemdbo of this Agreement.
(4) Continuation of Contingency: Even after the and of the ebne sped6ad In IWI) and before Sager cancels it& Agreement, If at all.
pustmnt to 190, Buyer Mains the right to emher 0) In WM" remove 00010i contingencies. or (d) cancel thisAgreentat based upon a
remaining ccrdrganc y or Bailers fallum to Deliver the aPadtbd lane, Once Buyers WMW MM" of al candngerhanlea Is Delivered to
Seler, Sale may not earl rids Agreement pureuera to iSC(1).
C. SELLER RIGHT TO CANCEL
(1) Sager right to Cancel: Buyer t.anfirngerrdas: If, within the dme specified In this Agmemont Buyer does not. In writing. Deliver to Geller a
mmmal of the applicable contingency or yat cWis ten of this Agreement then SNbs altar first Delivering to Buyer a Natal to Byer to
Perform (CAR Farm NBP) may carxal this Agroaront In such event, gaper shell outhadze Mum of.Buyees deposit.
(2) Sells, right to cancer: Buyer Contrast obig(adorw Sear. after find Demvedng to Byer a M13P Fray cancel this Agreernernfor any of the
fdbwi g lessons: (q I Buyer is& to depoel funds N m*d* by 3A or 36: (Iq V to funds depooked pursuaM to SA Or 38 am not good
when depadued: (E)t Buyer lolls to Celwr a biter so required by 34: (Iv) I Buyer taps to Deliver vetBntion as raquaad by 3G or 3a: or (v)
I Seller reasonably Smappfowa of the verification provided by so or SI or the amdt report or supportng dowmentatlon pursuant to SM. In
such evtutt Solar shdiauCnaiae return of Bywrsdeposit.
(3) Notice To Buyer To Patients: The NSP shell:(q be In tvrMng: (a) be aligned by Soper, and 100 give Buyer at leant 3 (or p ) Dam
AFWDdNory(err uOi the Wro spoNed In the applicable Paragraph, whIchme r occurs lacy to inks the apml "action. A NBP may root be
Deli any earlier than 2 Deye Prig to the eviratbn ago applkable the for Buyer t0 remove a contingency or cancel this Agroemad
or mint an obligation aped8ed In 19W(
0. EFFECT OP BUYER'S REMOVAL OF CONI'&OENdE3: t Buyer remareA N wMh9. say corAngenrA. w mnoetistBrr dgtW, unless eftntFwves
specilled In a separate wratmn samement between Buyer and Seger. Buyershon wth regal to that contingency oreeneallatbn rigreCOndueivdy
be deemed to ham:01 completed all Buyer Investigations, and review of reports and of or awpmarDla bdumetmand d)aeoemres: ((8 dated to
premed wish th and ill) seemed all IaDgfty, roaperolWgry and eferarree petra or for Inability m obtain
fln A
Buyers Inlfisis ( ( 1 Beef 18i'lizz ) mum
L�T,a.��
rMpWOlIN-Ma.CALWORNIAA6aOMrIONOFnPALTOA50,IC. Q,"—a Dew al
VLPA REIVISED 4M0 (PAGE 6 OF 10) Vamd
VACANY LAND PURCHASE AGRCEMENT(VL,P4 PAGE 80F 10)
(? 6l
SI/L0 39tid S3SR1da3iN3 VM3ddIHO ESZL906818 80:LT LIOZ/ET/90
06/18/2011 14:26 7905640344 LA QUINTA PALM$ PAGE 08/i5
9eeaat iota .74 acres re/a Ya Zoe 3,2, 9,a NSa 199 aSa/aeS. &Lys*p Daat SA
Property: alb .Y7 a.-=,.. Y/}. i" +-t.Y.a.a i ffi +� Ya9 n1H/ ea wftlj-; Jme 10, seas _
6 CLOD E OF ESCROW: Beft s Seger Or Buyer may conical Vita Apreemerd for fa0ere of Dig other party to cane nagaar V~nt to this
P. EFFECT OF CANCELLATION ON DEPOSITS: It a de
mand r Belief to tlava a(CAR. Form ooq.
WNW
pussuit
[alma ei UIIS Aprrderd, Bayer errd Sallaf scree (D 6�r1 mYtrl� I If�p� b Cdnanl its gab arldngam and (at6ang ditto" If ny�f �
party WOW go She funds, Inca lots and COW IWimrd by that part,. Penn and a" a" be payable to sever pmddera and y gaceto for
�
adrolms and pmduco Mulled dadlg a MgM Release of funds will wgWn mutual Signed retire trtawm ctlons train Buyer and iffever.
Judicial decision or ahbttredon swum
20. PINAL VERIFICATION OF CONDITION: BBa�rr Shot have the right to make a Mal nspacd*n of She Property within 6 (or )DM
Poor to Cbes Of Eeaorr, NOT AS A CONTINGENCY OF THE SALE, eta *say to mom: @ the Prapew In maintained in —ARV graph 12;
(10Repdrehavebear0121111111eiadanagroad a0OMSOWhisoompAedwithSage%otherobligationwheerSOAgreement(CAAFORIISVP).
21. EJIVIRONNBITAL HAZARD CONSULTATION: Buyer and Soler aclvgwtadga: (q Federal, Stan, and boll bgbbtion impose lWbRty up00 notating
aW farmor Owners and uses of real properly, kl apple" Skied". far oedeln tegldstuny deMod. "vinrmarltoYy hexamsus Substances; in)
arOker(A) 1100141 a made 40 (Wodertffim concerning the appleal lity of any Such law b thin treneeofion w to Buyer or to Seiler, a c* as
otterwme Indicated In Sae Agreement (� Bmka*) lea ftva made m rOWslefit& A concerning the aylstence, Outing, dlaomrary, bratfhn ono
aualuadah offer, and tetra posed by, enWronmeaaly, hOxardgm edbltanm8, k any, located on or peandi* alsoVhg the Properly, sod ft Bayer
and SOW Ora *Sob advked b *Omk win 1116 cel and legal diparla concerning the existence, testing, dbcovary, contain and avahmticn offer,
and ride ON" by, OWkonmemdy hazardap w betencw Many, lacaod an or potentially ~rG to Property.
ixa. PRORATIOtffi OF PROPERTY TAXES AND OTHER ITEMS: Unless of erw ee nomad In wekerg. tin bOawine Ibma Shea be PAID CURRENT and
Pmfgbd betv4W S4yer and SOlter 09 Of CION Of Escrow: mod propertr taxes and arasmente, intasst. roils, KIA regulm Special. and
emergency, duas and a*nessM9ms Impound prior to Close Of Escrow, pmnduma on Insurance oas~ by Buyer, payment an bonds and
aasaeemorde assumed by Buyer. and payment@ on lAelb-toes and Other Special Assessment District bolds and teaeesmerb Set am a anent
Gan. The faloring Bore Shal be assumed by Bryar W TFIDUT CREUT toward Me purchase price: proret0s Paymonts on McSe4tace and now
Special Assessment District bonds add sneemnte and HOA epacsl assommsnt/ that we a W nerd Ibn but not yet due. The Nov" way be
reassessed upon change of own ip. Any supplmhenini tax title shall be pold in follows: (q for phxbde after Clean Of FaccoK by Buyer and 09
fcf peaods prior to Mae Of EnCYmK by Seller. Bee CAR.Famh SPT or 58SA for further Itdbmrdfon. TAX BLLLS ISSIBVEO AFTER CLOSE OF
ESCROW SHALL BE HANDLED DIRECTLY BETMEN BUYER AND SELLER. Proration* steak be made besad on a 3111 month.
23. SELECTION OP SERVICE PROMDERt h Broloro do no guarantee the parfmrtmnce of any vendors, service or product provident ('Pruvldem,).
wholhar referred by Broker or soIcd ad by Shyer, Seller or other person. Buyer and Seller may select ANY Pmvlderg Of ties awn chcosng.
24. MULTIPLE LISTING SERYIMPROPERTY DATA SYSTEM: B Broker Is a partcaaei o1 a Multiple Luting Service rML89 at Property Dan 3yaam
('PMM, Broker Is authorised to report to the MLS or POE a pending sale and, upon Close Of Eaoyw, the voice price and other tame of ode
transaction Mall be produced Is the MLS to be Published and dkaamheted to permoll and entities authoriced to use the h ormaden an terms
approved by the MILS or POS.
26 EQUAL HOUSING OPPORTUNII Y: The Prcpwy Is add in compliance with federal, date and load anl4leatnindien Laws.
2e. ATTORNEY FEES: In any adbn, proasatfmg, or calibration between Buyer and SOW arising cut of this Agreement. the prevaMrg Buyer or Seiler
dse0 be orslDed to mosanable akmy face and met from the nonprevaing Buyer or Seller. WOW as proVldeO in Paragraph 31A.
17: OEMNrnON6: As used In ilk AgNanent: -
A. "AosOptanao" rMarw ate Inns the inter or End mhmter agar Is accepted In woting by a party ens Is delivered to era personally received by ere
other pay or that padye Sutherland agent In soWrOonce with the Morns of Nth of erora ftnd counteroffer.
B. "C.A.R Ferro- means the spedlc fam feferented or andler comparable farm nomad b by tie paRlr.
G. "Clean Of t3MW mean the data the or= deed, or otherawidenee of transfer of tab. Is recorded.
0. "Copy" means copy by any means Including photocopy, NCR, faealmb and alxlrmla
E. 'Days" means calendar days. Howawr, sllerAxoptance, the last Day for performance of cry ad nt0utred by this Agreement Uncuding pose
Of Escrow) andi not Scuds any Saamcay. Sunday. or lapel hdahry and shall Instead be the naa Do.
F. '1Days Aftef' mean fho specified number of calendar doyn after the ecounence at the event specked, not counting the calendar daft on which
the spcdl®d avant occurs, and ending at 11:59 PM on the final day.
O. "Gaya PdW means the Specified number of calendar days bamm fhe occurrence of the Swig epeoltled, not oeunti g the intender date an
wnidl the soedtod even Is arJedulad to mar,
H. 'Ldiwh", VOW~ or'9vO&W, regordlees of the meaiod used VA. messenger, mail. Smal,1W. other), means and Bhal be efTeRMe upon
(4 personal receipt by Buyer or Seller or this irhdwidual Real Ends Uncomic, tar that principal as Speckled In paragraph 0 of the Section Wad
Real Estate Brokers on page e; _
OR M If dmdwd, ❑ per the attached addenman (C.A.R. Farm RDN).
1. "Modswrde Copy" or "F7achrorda Signature receive, as applo", an eloctroNe espy or Signature eompMng whh California Law. Buyer and
Salim agree that oleorodo mean Wit not be used by either party to modify or after the content or nteodbr of this AgreernOnt without the
knoaasdas rid conic of she other party.
J. "Lear' means my law. coda, StBgRe, OroMance. regulation. rule or *War, which Is adopted by a controlling city. county. ante or federal
Ieglslative.)uN6a or anawtive hotly or agency.
K. "Repalre" Penn any repaha (Including peat coasol), alterations, replacements. rodMoatlpns or mbOOtpna of the Property provided for under
this Agreement
L. "Signed" mesa either a handwritten ordlermonic Signature on an oi9nd doc rnanp Copy or any rAmderpaR.
28. BROKPS,*
A BROKER COMPENSATION Sear Or Beyer. Or both, 3e aPOkoebie, VMS to pay COmleneaton to Broker es SPOdbd In a separde widen
agmament between Broker and that Seller Or Buyer. Campo salon k payable upon Ciao Of Escrow, Or If escrow does not dose, as otaalWse
speci fed in dig egmemerd between Walter and that Saner or Buyer -
Buyer's Initials (- ) SollarsNfabds , >
CopfWaias"oio,CAUFORWAAStOM110NOFRFALTORa®.WC. by onto Wad
VLPA REVMED Aria (PAGE T OF 101
VACANT LAND PURCHASE AGREEMENT ("A PALE T OF 10) _ Pmimr Vacma
Q68
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06/10/2811 14.26 7605640344 LA QUINTA PALMS PAGE 09/19
Property:. vacant Lots .74 .aeawr ar/Z In Zetf x,a.a,e f 81# x9a I® Oia/OBT aiC/vrq salt 2f
14 Oahe .7aao 10, Sol3
B. SOOM OF BROICER MUTY, guyar and Soft adorowleage and Bares that Sachem: M do not don what pace enter ahwud pay er SWe.
arose aawpt M do not Bu:reaee the oondOtps of the ProPBM gw do not guiventae the padonnaras6 adequm or gnaw of
h%%& a, retTloee. PrOdude or MPaha WvAftd or made by Setler or ahers (M shall not be responsible far yentas" defeat that am not
known to BrokwW; M ahaa mat be reasonable for Nspedbgl Paton records err WaIlO owtlanMO the 610 or tell of the PmpMy: (ve shall rot
be MUWWQM far tlen9ryMa loaallm of boundary bas or other Rama sarong fake (let "I not be mopoesmis for vmayhg square rootage.
ropewrMbans of agent or Me I GCOmOd In lsaPeman reOW11% MILS err PDB, adwrgmenwft fyara or cow promwiknal meterM,
unless othorwloo speed In xa9ng: MN) ahall not be responsli t for provwhg legal or talc at4cc regttdka ally aspen of a transaction entered
Into by Buyer or SOW In and Countaof MIS rtpmaarda9on: and (Ill) Oran rot be reeponsBk for pmvidIng otheradvke orwarmatbn that exceeds
Me knowledge. edueathon and egnxta ce mq*W ht podonn reel eatefe fhwrremt adkly. Buyer and Satbr asnte O seek kgat, tall, inauralca,
we and orwe kid "Glob nao carom Appropdato profbe9prmk.
28. JOINT SCROW INSTRUCTIONS TO ESCROW HOLDER
A. Tlwfo6awaraPareentNw,orapPOeabhnpadOmthalsof,tiffhleAgroamerRwrnsabaetlwJC"Meseraalnatrueamwo}BuyerndBdln
!o Esatlw Hddv, Mk4 Escrow HOW is to use along WM Orly related noun ar o9ers and addenda. and any additional mulual Insbuctlons to
dose tfet eeaow.1, 3, 4, 68.14B and 0, 19, 109, 17, Ia. 19F, 22. V. 2S& 28, 3% 3d, aWparagraph D ofth Soct on Und Real Eetedel)ndwre
an Page 10L 0a Copy of tles Separate Conilameatkn Ogmamma{a) Provided t a M paragraph 29A, or PNWW 0 of the e0d(onland ROW Estate
aroksm on page 10 Is4gmsdad with Eaaow Holder by Broker, Escrow "Older shall acoWwoh agmareed(s) and Pay art of Buyers or Sellers
fads. or both, as applicable. the reopscaw Brdter's wmpematkn proWded nor in Bush apewnlot(s). The (Bons and Cadtlone of tads
Apmament 110E eperaTaMOr N&MR0ed allow In 9w spedaad paragraphs are additional magnet for the Mfonnatlan of Exam 1,161W. but about
which Escor Hatter need net be contented. Buyer and Heller will rscalva Eeorosr Holders goeeml provWCM directly Dom Escrow hwor and
lea amcute such provisions upon Escrow h~z mpmet. To the soMm tea General provlslcrw are Mamwlstad or eonBdwbh tide Agmemert.
the general pro4lorm wdl wrdrd so to to dutles and ablgadaw of eSorow Holder only. Buyer and Seger Wn essww addIdonol kwkrogons.
does. w and lbmls Provided by Escrow Holder that era reasonably neaeasaryO dose the ancrow.
B. A tbpy of Oda Agmw w d shiiO bo dobentd t0 Gnaw HoklervwWn3 buokum date after AWMXancs (or O
). Escrow Holder shell provide Sollars Sta Mat orinlomwtan foTito
aompwW when moalmed from Saga Buyer and Sonar ouOwrae Escrow Holder to 90OW and rely on Copies and SonaWms as d~ in this
A"Most as odgkttla, to open escrow and or other prapeaea of aenew. Tee val ily of Ilia Agreement as between Buyer and Seflar It not
affsdad by whether orwhan BOOM NOW Signs this Aarow"
C, Brokaw are a party to the escrow for the sole pnupoaa at c oMporeadon pumuant.o paagoph gala and paragraph 0 of one section rated Real
EalaO Brokers On page % Buyer Out Sealer hWOW y asefgn O erdsw DOMW 400 SPOOR rat In paragraph 2SA, mapedyaly, and
hwa=bly, Instruct Escrow Holder 16 d ftrao those funds to Brokers at Close Of Eacrew or pursuant to any new rn*q#yr anauked
cancellation agroono t. Compensaton Inebuoliom can be ertwaded or revoked orgy with de wdhan consent of Brokaw. Buyer and Saser shag
mkeea and how Iwmaess Emma Holder horn any 0ablity resulting from Escrow tiokkrs payenea to Booker(s) of compensation pYwuemto ode
Agrawron Esema Hower shag bulnedlowyeothyn aroMm (U a augers Initial or my additional d6pask Is mat mode pursuant to ads Agreement,
or Is not DOW at the of deposk w IM Blow HOW , or(N) ydtherBuyer or Seder Instruct Escrow Holder to Cando escrow.
O. A Copy of any amandnent that affoas any paragraph of this Agrommnt for which Escrow Holder Is resprasaae 6htNftmm
ro Swam,
Holder within 2 buida a days aftermutui emocufon d tha anwndmmt.
30. LPRUIDATFA DANA068t ff Buyer falls M complete Bats Puobme tmCmme of Buyers ds}mdl, $011er OW as 1egta.the
deposit sedua y pold. "r and Bogor agree flea date amoarit Is a rawooable sum saran that B 6 al oRMN N to
easablkh 8w amend ofdamages that would aclualy be suffered by Insikr m the event Buyer were to ateme of
funds will require mulual, Signed relowas Inalrudloro Ram tsar 8rgler, Jadlokt decfolOn or arhltma_ n A
31. DISPM RESOLOTON: '
A. MED ATIWI: Buyer antl Saner agree to medals any dispute or done addnp between Ihem cut Of this AGIANOM . or any mu" hwascran,
before manning to arbara0an or court action. Buyar and Sean also agree to medlas ale dloputas or Clalow with Brokor(sk who, In
selling, agree to such meation pdar or wards a reason" tlme of w, the dkputa at *halm Is presented to the Broom'. Madkdon
Ives, a any, swan be ahAoed equally among the patties Involved. If, for any dol de or daim O which this perm spoil", any parb (0
Oonmmon006 an aClbh wwnout NH attampdrg to rosolw are maAlOr through nnetlkntan, er W hefant carrnmermmMt of an aatlort, mhrsos ro
mediate aller a request ham hash made, ram got party aWl net be Wanted to romwar naorroyle", Oven If theywouw othewdan be even" to
the party in any such action" THIS MEDIATION PROVISION APPLIES WHITrMR OR NOT THE ARBITRATION PROVISION IS INRIAIED.
sadualorwirom this moda don agreement are opeeawd in Paragraph 31C.
B. ARBITRATION OF DISPUTES:
Buyer and Sugar agree that any dispute or claim In Law or eeqqulty arising babaean them out of this
Agreemalrt or any resulting transaction, which Is not aetgod thtoudh madlallon shall be dealdad by netrbral,
bindMg arbihadon. Boyar and 13sg8r also agree to albRraba any pules Dr alma with Broke 8 ,who, In
writing, "Ito
such etttitratletr prior t0. or witlTin a reasonable tlme afl18r, the tllsputs or Balm Is presented
to the Broker. The artriframor afiag be a rotirod jud>1a or Jtaattce, to an attorney with bl feast 8 years of
resldenital real estate Law mcperleflrx, unte8s rho par7loe mltWalry agree to a dMfmsnt arbliraior. The parities
shell hate fhe catght io dlSoovery M OCOOlda009 Code Of Gvli Proe edure $1283A9- to ail other respat /s,
the arblMaOon shallthIs he conducted in aecordanca whir Tltla 8 of Part S of the Cade of CtvO Procedure.
Judgment upon the award o/ the arbitrates( may be efntered htto airy court having Jurisdlctlon.
Etmn�enttitrMation agrae rat are s roil eat in par tgph 3�1Cwd by the Federal Arltitratlon Act Emluslorta
QJ
BUWI Indkls ( ) ( ) Sellers lawala) )
Oopyd*a heesxolo, CALGORIW A66OCIAMON OF REALTORme,NC- ftWoueo by Otte
VLPA SMVISED 4110 (PASS a OF 10)
YAOANTLAfa) PURCHASE AQREQAF7eT (VLPA PAGE a OF 10} Paccar Ya®t
I 0.69
4T/60 3BVd S3siad2131N3 VM3ddIH3 69ZL906818 80*LT TIOZ/E1/90
PMW
-WU ItAVE Kl%Q AND UNDERSTAND THE FOREGOING AND AGM TO BUBW DISPUTES ARISING
Omani E HE MAP I WIMUDW IN T'AI YMn OF OISWTES' PROVIBIO�,�
C. ADDITIONALUMt4Y=ANDARWMTIONTER1181 -T—
(f) O=LMIO GfTb*Wawk* -1 tashalbe a9duded Irani Mo dine and awkWkw_ (1) a jLWMW *rjnaq#xftWforedawearmlwr
adlan or pmoPedbp fa erne- a died at hat, Mortgage or hr601mad lend aale 00"k t an defined In CNN Caft 422M N) as
adewhd d"aw scow (W the twrd or doftc@ ad of a MrchaNah Now am I" are matw that IF algdn an prdaddiar or ■
probate, saaaddm or btahngay oral TM aangata cowloomm to enable the recording of rMgaoof pwdkVaWey for enter or
afathm, "A IeOOK'N"P. Irdunolley Or aMw proNalorld rarradma, shell Mt COMBtaM a waiver or Wo l nlaM of Uw aa�aa aid
areabedon prwWelliam
0 pBROKOM fimiwIMO IMt s abe oWIpW or taMpeOW to Mediae or wMbab edam MW cane In do so IF wdgng. My Brainvoy
3A TERMS AND ONB OF OFF WtlMt6e dsaosdeparpr totMAarosoNnt
This b an *tat to paahne the PMPB* an the ab" teen am oardltlae. The Ilquideted dmnew pawgwh or the arbbaatlea of do*$
PwwWhis1neMpMatadtoMMAgwaaadaMammafardpanWoorylnr■a w4$dbymutuahaws,aafoacwAdwofferoraddeafietaatmeat
an but rot all parties bift such paMpraph 4 a wwdw oCa m m4*W unal agreamea a mwtp d. Sala ban as right fo OwAus to offer the
ddaRR 94W may be IeepamL5le ter poytMn Emlme��ml Pedal. 7hm nooce*0 of AWO"Wit H (his attw p accepted and Guyer suhea ww,
A1410 OM t nd cry e1PP4tme3 addnraan a eratOHptlm,
isdndnr0 any CaPY.Imay be Siprlad h eha a mac erodarpatM, m awhmh eha0 aaetlbtts One and the awewdBp.
33. TIN6 OF ESMC1; Et1TIFH CONTRACT: OHAN6129t Time $ of fha 401M a. Al undo buNW s O t wes to pwan are kwwp*fama in Uko
ApaaMrd.1M tam70 a'a hdendetl by Me Naraas w a flied. arlpeM aM sktxusna expmsafam arthdr AOmaMdwfM leaped toes euigod maser.
and may as 68 ad029018d by addarta of any pier "MMaea or audmMW M M WAN apma eon If wy WWANan of aim Aged m held to
be fnoffeCbw abwald, the Mttalda8 prWWWO ed naaertlelns be ghat IN feu and effod. Etoept as othwaIse gp edlmd, ft Agwemed anal
a bft~ AM disputes Shea be wedsad is aacadwM wM the foss Ofthe MUM of California. MvWW 00 Agrsrrwrd nor am peeaalon In It
way bee%daMYd,anaela4an"Ged,Mined orfOraMAexcept Inas WBl(pwdby6yMraM9rlr.
3l BanRAT1ON OF Off Thin afmr WON be claimed mvdted and ba 0000 ahaa be rehuned union the dMr IN Slaned by Selu and a Copy of
flw Slpnad oft is Paearty washed OV ether, Why
whobaWtaeadthme" 'Lby"0Puwthe third OayOWOft Oft bWMldhyauya (or 9dwdad.Dby 13AMDPKan
(daMyy. .
guyerh r aorta eaknoadad rcOf�eCopY orOre max era agrees Mthe wMecodhaedonor6wcymlaflaaMPa.
Oda Oa/ a 12 Dab
BUYER —'—� r � BUYER
Aft A, .shed itienefer>,e awes aM A� ti Gaf/w!r
(Prlet derS7-idef pf a trams)
Inia)
Additional Signakse Addendum aached (CAR. Fenn AS& s
iti ACCEPYANCE OF OFFER; Sella wameme dot Salisr is the of the PMP", or fen On adtwnty to ermada Mid Agreement. Sager accepts
aw Show oBa4 aeMea toes0 me Papery, on 1M eboYr tams d e, and agmaa t0 the above cw Mtledon of agra q reNtleahl;m Seller
hes read and adoomweas wm«rl or a ow of m Aareenwm, Broker to Oelvar a Signed Copy toBuuyer.
a p (a air md) SUBJECT To ATTACH COUNTER ale CR to col BATED
6-13-11 Dow 6-13-11
Jtr23e Porker
pd name raj
32asir vw=lde Artysfrornen - aT
AddNhmm Wspanm Addendum attached (CAR • Form A84
( I l C-Odmudion of Acceptance. A Copy of Oiled Acceptance wee pemondN by r or Buyera auMdutzed agent
--w-wa sj�— on (datey ar (� 2M' 3 . A Wrw Agmanra w awI when
F COPS of Signed AceapMnea In peraaWy resolved by Buyer or Buyer's ■ agar or mot continued In
aoa Oft dawt COMOatw of tide owdrmadlon Is not mge0y row d In t0 areas adna Agrewenr It Is
nded evidence the claw o ConOrmatim of Acceptance tm one.
6uyere Inemis (�( my tirsews InNam (
cewmam a tow 7ato, dLLgORreAA380CU170N OR REALTOR314, prC. �ae�■
VLPA F EMM /HO (PAGE 9 OF 10) Rarieeed W eta ilh+',�'ler
VACANT LAND PURCHASE AGiFiUMT MPA PAGES OF T01 Paden Weed
9I/01 3DVd S3SINd831N3 VM3ddIHD ESZL906818 60:4I LTOZ/EI/90
05/10/2811 14:26 7605640344 LA QUINTA PALMS PAGE 11/15
Vacant Sots .74 sows WZ 1a seta 119au
,a,a 4 k 123.As afa/00 sued{[ m"t 14
FfOpeta: A1® 37 scree Ala An Z01:21 2 3 a 4 mock 122 1er 024/a00 ml 4 Date: urea 1a. 3a11
REAL ESTATE ZWKERB:
a kwEatairBraMraaanatpuBaatoMsAgtwmar4deaaeslrBtAroraadSNlea
B. AGNUV MNiQftWJM SMGMGMod sa atdod In pw&MWh Z
G a epetmad In OamglaFh SA(2). ASW woo Wmilled the cfkrfa Drys admowbd ore recelpt ofdopoetc
D. COOPERAING BROKER OMPENUnOK: Uating Broker egmas to pay Coopmadn0 aokar (9atling Firm) and Coopara0n9 Broker agroaa to
I* praper� Radiadyfar in
mr (Its Grog d (U ae�OJ um moft unt mad N e P Cooperaft Broker i e agmen enter A Fa In
sapbe s used
to
cument0 tax ral Fame
�) besaeert or UWBracer and Cooperatklg [Poker. Dedaolan of Unarm and Taz(CAR. Form DLL may be asad to document plat tax Ispordng
will be regdrad a Met a9twuptlon cedars.
Rs t e B Icer Ss. Daiat■ a.2ma Iaaa j (fir ORE L io. #
BY reo Catil" ORB U-#gayj Date 06/SO 8035
Add— : Cly ig Otlata State.Q,._ ZIP I S3
Teworte 9Fe Fax .1760)fijrd-0344 64nal a•m/••ea•'..#�.rr. seer[
tale Ice n n)yp O)rSata Pa2, Rash WEur.0 094071
—. smas Cathcart ORE Ua# SAtaa Oat, 06 S 1 41
Addross City Za Celnta Stam C&. 27092253
Teter OU 7AO)S64-4104 Fax E-maul aaiatener=-Wo. yz,com
ESCROW HOLDER ACKNO I&WOMENT:
Ec w H01001 eaknaatedgas receipt afa Caps of this Agme nerd. (If chadted.0 a dapoak in the amount of $ )
ceunter oWv) numbered 138e4era Statemerd Of MtMWon and ❑ 0010V
am agrees to Ad as Esamv HOUK aub)ad to paragraph 78 of oft AOroan"nt. any
suAMmmtal escrow, Irsaudam and tnetsmm of Escrow Holders general pwAstorm, B any.
E00row Mnpa Is advised that the date of CaMnnallon of Aoteptence of the Agmormnt as balwaan Sayer and Sailer Is
Escrow Hamm - Escrow#
By Data
AddlW
Phi
Escrow Holder is Itoerwed by the California Deperknent of 13 Corporations. ❑ Insruanos.0 Real Estate. License #
PWAEKTATION OF OFFER: ( ) Listing Broker Presented this offer to 8" on (dale).
varaoae want
RE.IECTION OF OFFER: (_ H ) No counter veer to In" made This onsr was rejected 0y Sailor on (tlatsb
Uwe Inthk
i PIEBbed endOWThrrted bF
` a��Id�wyAd �CAt/FDrd8AAg50G1lgTi0N OFREtLTOR98
`. 525ood[ gVlydlAvenue.taxAnpale; Caskm1a 80020 RONeaed by Oau =
VLPA REV00 04 (PACE 10 of 10)
VACANT LAND PURCHA8E AGREEMENT (VLPA PAGE 10 aF 10) Poker Vxaor
N.;
0� 1
9I/11 -3<)Vd S3SRIdN31N3 VM3ddIHD ESZL9068T8 80:11 IIOZ/ET/90
0612OV2011 14:26 LA GLJINiA PALMS Ygtat iLtip
Properly Address: Assessor's PSMd Namhers MIDI-013 & T13-077.013
IN WITNESS WHEREOF, Buyer and Seller each hereby rgpvsants that it has read this
Agreement, uudersts> it, and hereby executes this Agreement to, be effective as of the day and
year first written above.
1 SELLERS:
�`j• Donald Parker
Iutia Patkcr
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Agency Cownsol
BUYER:
La Quh to Redevelopment Agency, a public
body, corporate and politic
�44�AeI
Thomas P. Oenovese, Executive Director
[end of sipatums]
267A1"1D 46
115932101 aw1M11
ST/ZT 39Vd S3SI6da31N3 VM3ddIHO E9ZL906818 80:LT TTOZ/ET/90
In
1
COUNCIL/RDA MEETING DATE: June 14, 201 1
ITEM TITLE: Adoption of a Resolution that Approves
a Purchase and Sale Agreement with Yessayian
Family Ltd. Partnership, Makes Findings Pursuant to
Health and Safety Code Section 33445, and
Appropriates Funds to Acquire Land Identified as
APNs: 773-094-001 through 006 and 013
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION:_L
CONSENT CALENDAR: �l
STUDY SESSION:
PUBLIC HEARING:
Adopt a Resolution of the Redevelopment Aegncy that Approves a Purchase and Sale
Agreement between the La Quinta Redevelopment Agency and the Yessayian Family
Ltd. Partnership, that finds that the acquisition of this property conforms with the
requirements of Health and Safety Code Section 33445, appropriates $1,457,129
from the Project Area No. 1 Capital Projects Fund (Account Number 405-0000-
290.00-00), and authorizes the Executive Director to execute the Agreement and all
other necessary documentation.
FISCAL IMPLICATIONS:
The Redevelopment Agency will fund up to $1,457,129 to purchase this property;
these expenses are comprised of the purchase cost of $1,447,129 and up to $10,000
of customary closing costs. The funds for this acquisition are the sale proceeds from
the SilverRock property sale to the City of La Quinta.
BACKGROUND AND OVERVIEW:
The Agency Board has directed staff to pursue the purchase of various properties in
the Village to facilitate off-street parking opportunities, the expansion of recreation
opportunities, public facilities, or the development of affordable housing. The
Yessayian Family Ltd. Partnership property is a 49,901 square foot (1.145 acre)
vacant parcel located south and west of La Quinta Park. Per the Purchase and Sale
Agreement (Attachment 1), the City of La Quinta would purchase this property for a
cost of $1,447,129 or $29.00 per square foot of land area, plus customary closing
costs. The Redevelopment Agency would fund the acquisition and customary closing
costs. The rationale for purchasing this property is to preserve vacant land for future
affordable housing development, or given this property's location immediately north of
La Quinta Park, for possible public parking or recreation uses.
0- 4i3
Pursuant to Health and Safety Code Section 33445, the Agency may fund the cost to
acquire land and construct public improvements if the City Council and Agency Board
makes findings that support this expenditure, and if the City Council consents to
having the Agency expend these funds. The acquisition of this property will eliminate
blight in Project Area No. 1 by facilitating the expansion of recreation uses, or by
providing additional off-street parking opportunities, or facilitating the development of
affordable housing.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
1. Adopt a Resolution of the Redevelopment Aegncy that Approves a Purchase and
Sale Agreement between the La Quinta Redevelopment Agency and the
Yessayian Family Ltd. Partnership, that finds that the acquisition of this property
conforms with the requirements of Health and Safety Code Section 33445,
appropriates $1,457,129 from the Project Area No. 1 Capital Projects Fund
(Account Number 405-0000-290.00-00), and authorizes the Executive Director
to execute the Agreement and all other necessary documentation; or
2. Do not adopt a Resolution of the Redevelopment Agency approving the
Purchase and Sale Agreements; or
3. Provide staff with alternative direction.
Respectfully submitted,
1' AQ L'� Q
Debbie Powell
Economic Development Project Manager
Approved for submission by:
Thomas P. Genovese, Executive Director
Attachment: 1. Purchase and Sale Agreement (see Council report for
Agreement)
p 074
RESOLUTION NO. RA 2011-
A RESOLUTION OF THE LA QUINTA REDEVELOPMENT
AGENCY APPROVING AN AGREEMENT FOR PURCHASE
AND SALE BY AND BETWEEN THE AGENCY AND
YESSAYIAN FAMILY LTD. PARTNERSHIP, RELATING TO
THE PROPERTY IDENTIFIED ASSESSOR PARCEL NOS.
773-094-001, 002 003, 004, 005, 006, 013, MAKING
CERTAIN FINDINGS PURSUANT TO HEALTH AND
SAFETY CODE SECTION 33445 WITH RESPECT TO THE
AGENCY'S EXPENDITURE AND APPROPRIATION FUNDS
FOR THE ACQUISITION
WHEREAS, the La Quinta Redevelopment Agency ("Agency") is a redevelop-
ment agency organized and existing under the California Community
Redevelopment Law ("Health & Safety Code § 33000 et seq.) ("CRL") and has
been authorized to transact business and exercise the powers of a redevelopment
agency pursuant to action of the City Council of the City of La Quinta ("City
Council" or "City," as applicable); and
WHEREAS, pursuant to the CRL, the City Council approved and adopted the
Redevelopment Plan ("Redevelopment Plan") for La Quinta Project Area No. 1
("Project Area") on November 29, 1983, by Ordinance No. 43; and
WHEREAS, Agency staff has negotiated a Purchase and Sale Agreement
with the Yessayian Family Ltd. Partnership for real property located south of the La
Quinta Community Park identified as Assessor Parcel Nos. 773-094-001, 002 003,
004, 005, 006, 013 ("Property"), to facilitate off-street parking opportunities, the
expansion of recreation opportunities, public facilities or the development of
affordable housing (collectively, the "Infrastructure improvements"), to facilitate
access to the Village; and
WHEREAS, the Property is located within the Project Area; and
WHEREAS, the Agreement would provide for the Agency's expenditure of
One Million Four Hundred Forty -Seven Thousand One Hundred Twenty -Nine Dollars
($1,447,129) plus closing costs to acquire the Property; and
WHEREAS, with the legislative body's consent and the satisfaction of certain
specified requirements set forth in Health and Safety Code Section 33445, the CRL
authorizes redevelopment agencies to expend tax increment funds to acquire real
property for, and to fund the cost of the installation and construction of, publicly
owned buildings, facilities, and improvements; and
„ , 015
Resolution No. RA 2011-
Yessayian Purchase and Sale Agreement
Avenida Montezuma Property
Adopted: June 14, 2011
Page 2
WHEREAS, the Agreement is in accordance with the Redevelopment Plan
and is of benefit to the Project Area and the City of La Quinta; and
WHEREAS, the Agency's financial contribution pursuant to the Agreement is
necessary to effectuate the purposes of the Redevelopment Plan;.
NOW THEREFORE, BE IT RESOLVED by the La Quinta Redevelopment
Agency, as follows:
SECTION 1. The above recitations are true and correct.
SECTION 2. Pursuant to Health and Safety Code Section 33445(a), the
La Quinta Redevelopment Agency finds and determines that:
A. The acquisition of Property pursuant to the Agreement for the future
development of the Infrastructure Improvements is of benefit to the Project
Area, by helping to eliminate blight within the Project Area, in that the
Infrastructure Improvements will consist of public infrastructure
improvements, and the Redevelopment Plan provides for the elimination, and
prevention of the spread, of blight and blighting influences through the
installation, construction, or re -construction of streets, utilities, and other
public facilities and improvements.
B. No other reasonable means of financing the purchase of the Property or the
Infrastructure Improvements are available to the community, for the
following reasons: (i) City monies are dedicated to critical police, fire, and
other necessary expenditures, including other capital improvement projects;
(ii) the only practical means of paying for the Property and Infrastructure
Improvements is to use Agency funding; (iii) without Agency funding, the
Property could not be acquired and the Infrastructure Improvements would
not be completed, all to the detriment of the Project Area.
C. The acquisition of the Property and the future installation of the
Infrastructure Improvements are consistent with the Agency's
implementation plan adopted pursuant to Health and Safety Code Section
33490 ("Implementation Plan"), in that improving public infrastructure and
facilities within the Project Area are goals set forth in the Implementation
Plan.
SECTION 3. The Agency's expenditure for the Property for future
development with the Infrastructure Improvements is necessary to effectuate the
Resolution No. RA 2011-
Yessaylan Purchase and Sale Agreement
Avenida Montezuma Property
Adopted: June 14, 2011
Page 3
purposes of the Redevelopment Plan and is in the best interests of the City of La
Quinta.
SECTION 4. The Agency authorizes the appropriation and expenditure of up
to $1,447,129 plus closing costs estimated to be $10,000 to close the transaction
contemplated by the Purchase and Sale Agreement from Project Area No. 1 Capital
Projects Fund (Account Number 405-0000-290.00-00).
SECTION 5. The Executive Director is hereby authorized to sign the
Purchase and Sale Agreement subject to such minor modifications approved by the
Agency Counsel and the Executive Director, and to sign such other documents and
take such other actions as to carry out the terms of the Agreement.
PASSED, APPROVED and ADOPTED at a special meeting of the La Quinta
Redevelopment Agency held on this 14th day of June, 2011, by the following vote
to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
TERRY HENDERSON, Agency Chair
La Quinta Redevelopment Agency
ATTEST:.
VERONICA J. MONTECINO, CMC, AGENCY SECRETARY
La Quinta Redevelopment Agency
(City Seal)
oil
Resolution No. RA 2011-
Yessayian Purchase and Sale Agreement
Avenida Montezuma Property
Adopted: June 14, 2011
Page 4
APPROVED AS TO FORM:
M. KATHERINE JENSON, Agency Counsel
La Quinta Redevelopment Agency
Allf 018
TO:
FROM
Titit 4 4 Q"
MEMORANDUM
The Honorable Chair and Members of the Redevelopment Agency
Thomas P. Genovese, Executive Director
DATE: June 14, 2011
SUBJECT: Item No. 1 to RDA Business Session - Special Meeting June 14, 2011
Consideration of a Resolution Approving the Owner Participation
Agreement Among the La Quinta Redevelopment Agency, Mega
Dealer, LLC and Robert N. La Torre, Inc., for the Property Located at
79-125 Highway 111 and the Appropriation of Funds
Attached is an updated staff report to coincide with the terms and conditions of
the attached report.
Attachment 1 - Owner Participation Agreement is also attached hereto.
i
' oF'lii�'.
COUNCIL/RDA MEETING DATE: June 14, 2011
ITEM TITLE: Consideration of a Resolution Approving
the Owner Participation Agreement Among the La
Quinta Redevelopment Agency, Mega Dealer, LLC and
Robert N. La Torre, Inc., for the Property Located at 79-
125 Highway 1 1 1 and the Appropriation of Funds
RECOMMENDATION:
AGENDA CATEGORY:
BUSINESS SESSION:
CONSENT CALENDAR:
STUDY SESSION:
1711H�(HIIo/:�Nl►re31
Adopt a Resolution approving the Owner Participation Agreement (Attachment 1)
among the La Quinta Redevelopment Agency, Mega Dealer, LLC, and Robert N. La
Torre; authorize the Executive Director to make final changes to and execute the
document; and appropriate $1,500,000 from the 2011 Project Area No. 2 Bond Issue.
FISCAL IMPLICATIONS:
The Agency will invest $1,500,000 to partially fund building rehabilitation and
expansion improvements. The Agency's investment will be structured as a loan
secured by a deed of trust. The loan will be "repaid" by crediting the future net
increase in sales tax and property tax increment revenue the dealership generates
towards this investment. (The sales tax and tax increment revenue would not directly
pay the principal and interest on this loan, but instead these receipts would be credited
against this loan, and when the cumulative sales tax and property tax increment
receipts equaled the loan principal and accrued interest, the loan would be forgiven.)
BACKGROUND AND OVERVIEW:
The Torre Nissan site is owned by Mega Dealer, LLC and leased by Robert N. La Torre,
the owner of the Torre Nissan dealership. First opened in the late 1990's, Torre
Nissan is seeking Agency investment to upgrade and expand their facilities so that
they may incorporate the new corporate image required by Nissan Motor Company's
Nissan Retail Environmental Design Initiative ("NREDI") program design requirements,
and to accommodate a new line of electric automobiles (the Nissan Leaf) and heavy
duty Nissan commercial vehicles.
Torre Nissan is proposing to completely overhaul its existing 15,193 square foot
building and expand it by up to 11,377 square feet (Attachment 2 —Location Map).
The projected cost for these improvements is $2.5 million, which includes building
expansion, fagade upgrades, new signage, and complete interior remodel.
In reviewing Torre Nissan's investment request, staff consulted the City's Economic
Development Plan which contains the following investment policies:
• The City or Agency should invest in retaining, refurbishing and repositioning
auto dealership and retail facilities in the Highway 111 corridor. (This is also
one of the Fiscal Year 2010-2011 City Council goals.)
• City/Agency investment must achieve a 10 to 15 percent return on investment
by the fifth year of operation, with the full investment repaid (through project -
generated sales tax and tax increment revenue) within five to eight years.
Focus was placed on the investment return policies that establish the parameters for
City/Agency investment. Torre Nissan submitted vehicle sales projections which were
reviewed by the Agency's economic consultant, RSG. RSG then prepared sales tax
and property tax increment projections that incorporated projected population and
vehicle sales growth for the Coachella Valley, and projected sales growth for Nissan
vehicles. Since Torre Nissan is currently operating in the City of La Quinta and is
currently generating sales tax revenue, net new sales tax and property tax revenue,
above a 2011 base year, was identified as the financial benefit the City/Agency would
receive if these facilities were expanded and improved.
Based upon these factors and applying the investment policies contained in the
Economic Development Plan, the net new sales and property tax revenue projected for
the fifth year of operation after the improvements are completed is. $147,113. To
achieve a 10% return on investment, this net new income justifies an investment of
$1,500,000; to achieve a 15% return on investment, this net new income justifies an
investment of $1,000,000.
While construction plans and specifications have not yet been prepared, staff did verify
from the preliminary plans that the proposed improvements would cost up to
$2,600,000 to complete. Further, RSG did review Torre Nissan's financial statements
and found that there was not sufficient projected net income to support funding the
$2,600,000 from operating income. Also, given the current encumbrances against the
real property combined with current reduced commercial property values, there is not
sufficient capacity to encumber the real property with additional loans to generate the
$2,600,000 required for this investment.
•'�'� r 0 81 2
Given the projected $2,600,000 cost, staff is recommending that the City/Agency
elect to achieve a 10% return on investment and fund $1,500,000. It should be noted
that based upon the conservative growth projections used to identify the net new sales
and property tax increment revenue, it would require 11 years to repay principal and
accrued interest (assuming a 6.5% loan interest rate). While this time frame exceeds
the 8 year period contained in the Economic Development Plan policies, staff feels that
this investment is warranted because it will maintain the competitive edge of the La
Quinta Auto Mall.
Operating Covenant
As a condition to providing the recommended $1,600,000 Agency investment, Torre
Nissan is required to execute and record against the property an Operating Covenant
that requires Torre Nissan to operate the refurbished and expanded dealership for a
period of 10 years after completion of the project. The Operating Covenant will
automatically terminate on the first to occur of the following: (i) at the end of the 10-
year operating period, or (ii) at any time Nissan Motor Company ceases to exist. Upon
termination of the Operating Covenant, any amounts then owed under the promissory
note executed by Torre Nissan in favor of the Agency would be forgiven.
Funding
Funds for this investment would be derived from the Project No. 2 Series 2011 taxable
tax allocation bonds. The Agency received $5.1 million in proceeds.
FINDINGS AND ALTERNATIVES:
The alternatives available to the Agency Board include:
1. Adopt a Resolution approving the Owner Participation Agreement between the
La Quinta Redevelopment Agency and Torre Nissan; authorize the Executive
Director to make final changes to and execute the document, and appropriate
$1,500,000 from the 2011 Project Area No. 2 Bond Issue ; or
2. Do not adopt a Resolution approving the Owner Participation Agreement; or
3. Provide staff with alternative direction.
3
082
Approved and SubmittV for submission by:
Thomas P. Genovese, Executive Director
Attachments: 1. Owner Participation Agreement (to be provided to
the Redevelopment Meeting)
2. Location map
., 0834
RESOLUTION RA 2011-
A RESOLUTION OF THE LA QUINTA
REDEVELOPMENT AGENCY APPROVING AN
OWNER PARTICIPATION AGREEMENT BY AND
AMONG THE AGENCY, MEGA DEALER, LLC, AND
ROBERT N. LA TORRE, INC. FOR THE PROPERTY
LOCATED AT 79-125 HIGHWAY 111, LA QUINTA,
CALIFORNIA
OWNER PARTICIPATION AGREEMENT
MEGA DEALER, LLC & ROBERT N. LA TORRE, INC.
WHEREAS, the La Quinta Redevelopment Agency ("Agency") is a Community
Redevelopment Agency organized and existing under the California Community
Redevelopment Law ("Health & Safety Code § 33000 etseq.) ("CRL") and has been
authorized to transact business and exercise the powers of a redevelopment agency
pursuant to action of the City Council of the City of La Quinta (the "City Council"); and
WHEREAS, The City Council, acting pursuant to the provisions of the California
Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) has
adopted Ordinance 139 approving the Redevelopment Plan (the "Plan") for the La
Quinta Redevelopment Project No. 2 (the "Project Area"); and
WHEREAS, in order to carry out and implement the Plan the Agency desires to
encourage and promote the rehabilitation and redevelopment of a certain approximately
3.59 acre portion of the Project Area (the "Site") which is improved with the building
and facilities currently operated as a Torre Nissan automobile dealership; and
WHEREAS, the Agency staff has negotiated an Owner Participation Agreement
("Agreement") with Mega Dealer, LLC, the owner of the Site ("Owner"), and Robert N.
La Torre, Inc., the owner of the Torre Nissan automobile dealership ("Developer"),
pursuant to which the Agency will provide financial assistance in an amount up to, but
not exceeding, One Million Five Hundred Thousand Dollars ($1,500,000) towards the
costs incurred by Developer to expand the existing facilities of the dealership, all as
more particularly described in the Agreement (the "Project"); and
WHEREAS, such uses are consistent with City zoning applicable to the Site and
with the Plan; and
WHEREAS, the Community Development Department of the City prepared an
Environmental Impact Report (State Clearinghouse No. 97011055) (the "EIR") under
Environmental Assessment 97-337 for, among other approvals, Specific Plan No. 97-
029, which provided for the development of an 87 acre multi -phased mixed use
." , 084
Resolution RA 2011-
OPA — Mega Dealer — Torre Nisan
Adopted: June 14, 2011
project consisting of an auto sale/service mall and retail complex. The City Council
certified the EIR on July 15, 1997. Staff recommends the Agency determine that no
subsequent or supplemental EIR is required because the Project is consistent with, and
contemplated by, the EIR, and none of the events listed in Public Resources Code
Section 21166 have occurred; and
WHEREAS, the Redevelopment Agency hereby determines that the Agency's
financial assistance pursuant to the Agreement is necessary to effectuate the purposes
of the Plan.
NOW, THEREFORE, BE IT RESOLVED BY THE LA QUINTA REDEVELOPMENT
AGENCY AS FOLLOWS:
1. That the above recitals are true and correct and incorporated herein.
2. That the. Agency hereby finds and determines that no subsequent or
supplemental EIR is required because the Project is consistent with, and
contemplated by, the EIR, and none of the events listed in Public Resources
Code Section 21 166 have occurred.
3. That the Agreement effectuates the purposes of the Community Redevelopment
Law (Health & Safety Code § 33000 et seq.) and of the Plan and is in the best
interests of the citizens of the City of La Quinta.
4. The Agreement, a copy of which is on file with the Agency Secretary, is hereby
approved. The Agency authorizes and directs its Executive Director and Agency
Counsel to (i) make final modifications to the Agreement that are consistent
with the substantive terms of the Agreement approved hereby, and to thereafter
sign the Agreement on behalf of the Agency,(ii) sign such other and further
documents, including, but not limited to Subordination Agreements and escrow
instructions that require the Agency's signature, and (iii) take such other and
further actions, as may be necessary and proper to carry out the terms of the
Agreement.
.„ 085
Resolution RA 2011-
OPA — Mega Dealer — Torre Nisan
Adopted: June 14, 2011
PASSED, APPROVED, AND ADOPTED at a regular meeting of the La
Quinta Redevelopment Agency held this 14th day of June, 2011, by the following
vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
VERONICA J. MONTECINO, CMC, Secretary
La Quinta Redevelopment Agency
(SEAL)
APPROVED AS TO FORM:
M. KATHERINE JENSON, Agency Counsel
La Quinta Redevelopment Agency
TERRY HENDERSON, Chairperson
La Quinta Redevelopment Agency
086
TABLE OF CONTENTS
Page
1. RECITALS INCORPORATED.......................................................................................2
2. DEVELOPMENT OF THE SITE.....................................................................................2
2.1
Description of the Project.....................................................................................2
2.2
Project Entitlements..................................................:..........................................3
2.3
Entitlement Process; Processing...........................................................................3
2.4
Schedule of Performance......................................................................................
3
2.5
Cost of Construction.............................................................................................4
2.6
Rights of Access...................................................................................................4
2.7
Miscellaneous Rules and Regulations Applicable to Development of
theProject................................................................_............................................4
2.8
Release of Construction Covenants......................................................................
6
3. AGENCY LOAN..............................................................................................................7
3.1 Agency Loan for Rehabilitation Improvements; Source of Funds .......................7
3.2 Conditions Precedent to Agency Loan Obligation...............................................8
4. OPERATION OF THE PROJECT AND COVENANTS, CONDITIONS AND
RESTRICTIONS APPLICABLE TO THE SITE AFTER COMPLETION OF
CONSTRUCTION OF THE PROJECT.........................................................................10
5. DEFAULTS AND REMEDIES.....................................................................................10
5.1
Default.................................................................................................................10
5.2
Institution of Legal Actions; Remedies..............................................................11
5.3
Acceptance of Service of Process.......................................................................11
5.4
Rights and Remedies Are Cumulative................................................................11
5.5
Inaction Not a Waiver of Default........................................................................11
5.6
No Waiver...........................................................................................................12
5.7
Applicable Law...................................................................................................12
6. INSURANCE REQUIREMENTS; REPAIR AND RESTORATION OF
PROJECT........................................................................................................................12
6.1 Insurance Requirements......................................................................................12
6.2 Remedies for Defaults Re: Insurance.................................................................14
6.3 Obligation to Repair and Restore Damage Due to Casualty Covered by
Insurance.............................................................................................................14
7. TRANSFER RESTRICTIONS.......................................................................................14
7.1 Prohibition...........................................................................................................14
7.2 Permitted Transfers.............................................................................................15
7.3 Agency Consideration of Proposed Transfer; Release of Transferor
Upon Permitted or Approved Transfer...............................................................16
7.4 Successors and Assigns.......................................................................................16
7.5 Subordination......................................................................................................16
882/015610-0057 2167420.1 a06/14/11 -i- 087
•„u
Page
8. INDEMNIFICATION OF AGENCY.............................................................................17
9. GENERAL PROVISIONS.............................................................................................17
9.2
Enforced Delay; Extension of Times of Performance........................................18
9.3
Non -Liability of Officials and Employees of Agency to the Developer
orLessee.............................................................................................................18
9.4
Relationship Between Agency, Developer, and Lessee......................................18
9.5
Agency Approvals and Actions..........................................................................19
9.6
Counterparts........................................................................................................19
9.7
Integration...........................................................................................................19
9.8
Attorneys' Fees...................................................................................................19
9.9
Titles and Captions.............................................................................................19
9.10
Interpretation.......................................................................................................19
9.11
Modifications......................................................................................................19
9.12
Severability.........................................................................................................19
9.13
Computation of Time..........................................................................................20
9.14
Legal Advice.......................................................................................................20
9.15
Time of Essence..................................................................................................20
9.16
Conflicts of Interest.............................................................................................20
9.17
Third Party Beneficiaries....................................................................................20
9.18
Representations and Warranties..........................................................................20
9.19
Assignment.........................................................................................................21
9.20
Covenant to Not Cause Violation of Statutes Relating to Relocation of
VehicleDealerships............................................................................................21
9.21
Covenant to Not Cause Violation of Statutes Relating to Direct
Assistance by Agency.........................................................................................21
9.22
Nissan/Nissan NAI Consent...............................................................................22
a..: 882/015610-0057 088
2167420.1 a06/14/11 -11-
I ATTACHMENT 1
OWNER PARTICIPATION AGREEMENT
by and among
LA QUINTA REDEVELOPMENT AGENCY
a public body, corporate and politic
and
MEGA DEALER, LLC,
a California limited liability company
and
ROBERT N. LA TORRE, INC.,
a California corporation
882/015610-0057 » j 089
2167420.1 a06/14/11
OWNER PARTICIPATION AGREEMENT
This OWNER PARTICIPATION AGREEMENT (this "Agreement') dated as of
, 2011 (the "Effective Date"), is made by and among the LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), MEGA
DEALER, LLC, a California limited liability company (the "Developer"), and ROBERT N.
LA TORRE, INC., a California corporation (the "Lessee").
RECITALS
The following recitals are a substantive part of this Agreement:
A. On May 19, 1989, pursuant to Health & Safety Code sections 33330 et seq., the
City Council (the "City Council") of the City of La Quinta (the "City") adopted Ordinance
No. 139 approving the Redevelopment Plan (the "Plan") for Redevelopment Project Area 2
("Project Area 2").
B. The Agency is authorized and empowered by the Community Redevelopment
Law (Health and Safety Code Sections 33000, et seq. (the "CRL" )), to enter into agreements for
the development of real property and otherwise to assist in the redevelopment of real property
within Project Area 2 in conformity with the Plan, to acquire real and personal property in
redevelopment project areas, to receive consideration for the provision by Agency of
redevelopment assistance, to make and execute contracts and other instruments necessary or
convenient to the exercise of its powers, and to incur indebtedness to finance or refinance
redevelopment projects.
C. In furtherance of the objectives of the CRL, Agency desires to encourage and
promote the rehabilitation and redevelopment of a certain approximately 3.5 acre portion of
Project Area 2 located at 79-125 Highway ill (also designated as Assessor Parcel No. 600-020-
018) (the "Site"), which is improved with the building and facilities currently operated as the
Torre Nissan automobile dealership (the "Dealership"). The Site is more particularly described
on Attachment 1, which is attached hereto and incorporated herein by this reference.
D. Developer owns fee title to the Site and improvements thereon, and leases the Site
and improvements thereon to Lessee pursuant to that certain Lease of Commercial Building Net,
Net, Net dated July 1, 2004 (the "Lease Agreement'). The Lessee operates the Dealership
pursuant to the Lease Agreement.
E. Subject to and as provided by this Agreement, the parties contemplate that
(i) Developer will rehabilitate and expand the Dealership (the "Project') as further set forth
herein, (ii) the Agency will provide financial assistance towards the costs incurred by Developer
to construct the Project, and (iii) the Developer and Lessee shall thereafter operate the Project.
F. The Community Development Department of the City prepared an Environmental
Impact Report (State Clearinghouse No. 97011055) (the "EIR") under Environmental
Assessment 97-337 for, among other approvals, Specific Plan No. 97-029 (The Centre at La
Quinta Specific Plan), which provided for the development of an 87 acre multi -phased mixed use
project consistent of an auto sale/service mall and retail complex. The City Council certified the
882/015610-0057 _ t _ , fl " O (] O
2167420.1 a06/14111 - J
EIR on July 15, 1997. No subsequent or supplemental EIR is required because the Project is
consistent with, and contemplated by, the EIR, and none of the events listed in Public Resources
Code Section 21166 have occurred.
G. Lessee is entering into this Agreement because it has an interest in the Site as
provided in the Lease Agreement, and is a party to this Agreement for the purpose of (i)
consenting to this Agreement, the Operating Covenant, the Deed of Trust and any other
documents or schedules attached to the Agreement that encumber the Site, (ii) agreeing to
subordinate the Lease Agreement to the Operating Covenant, as provided in Section 3.2.7 below,
(iii) cooperating with Developer as may be necessary and proper to effect the obligations of this
Agreement, including any covenants in the Operating Covenant and (iv) agreeing to operate the
Project consistent with this Agreement and the Operating Covenant
H. This Agreement and the Developer's development of the Project are in the vital
and best interest of the City and the Agency and the health, safety, morals and welfare of its
residents, and in accord with the goals, objectives and public purposes and provisions of
applicable state and local laws and requirements under which the redevelopment of Project
Area 2 has been undertaken.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and
conditions contained herein, the Agency, the Developer, and the Lessee agree as follows:
1. RECITALS INCORPORATED.
The recitals are hereby incorporated by reference into this Agreement and are a material
part of this Agreement.
2. DEVELOPMENT OF THE SITE
2.1 Description of the Project. The Project shall consist of Developer's rehabilitation
of the Site to (a) remodel the Dealership to incorporate the new corporate image required by the
Nissan Retail Environmental Design Initiative ("NREDI") program requirements (hereinafter,
the "Nissan Requirements"), and (b) to expand the Dealership to accommodate a new line of
electric automobiles, including the display and servicing of such automobiles, and the servicing
of and new parts sales for heavy duty Nissan commercial vehicles, all as further described in the
Scope of Development attached hereto and incorporated herein as Attachment 2 (the "Scope of
Development"). Developer shall construct the Project in strict compliance with (i) the terms and
conditions of this Agreement, (ii) the "Project Entitlements" (as that term is defined in Section
2.2 below), (iii) the Nissan Requirements, (iv) all plans and permits approved by the City and/or
Agency with respect to the Project, and (v) the Schedule of Performance attached hereto and
incorporated herein as Attachment 3. The Lessee shall thereafter operate the Project as provided
in Section 4 below. Developer shall ensure that all designs prepared for the Project shall be (1)
in compliance with the Nissan Requirements, (2) prepared by an architect and development team
that is recognized by. Nissan Motor Acceptance Corporation, a California corporation ("Nissan")
as having the expertise and ability to prepare and implement plans that meet the Nissan
Requirements, and (3) approved by Nissan as being compliant with the Nissan Requirements.
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2.2 Project Entitlements. As a condition precedent to Developer's obligations to
construct the Project under this Agreement, Developer shall obtain from the City all entitlements
necessary for the Project as required in this Agreement, by applicable State law, by City code,
and all other applicable laws, including but not limited to a Site Development Permit, any
conditional use permit, any General Plan or zone change, any amendment to The Centre at La
Quinta Specific Plan, any variance, any vacation of public rights of way, and any approvals or
certifications as required by the California Environmental Quality Act (California Public
Resources Code § 21000 et seq.), the approval of which is subject to the City's legislative
discretion (all of the foregoing, the "Project Entitlements"). Agency staff shall use reasonable
efforts to assist the Developer in coordinating the expeditious processing and consideration of all
necessary permits, Project Entitlements, and approvals. However, the execution of this
Agreement does not constitute the granting of or a commitment to obtain any required permits,
Project Entitlements, or approvals required by the City, nor does such execution obligate the City
to incur any expense in assisting the Developer in the acquisition of permits and Project
Entitlements. In the event of a conflict between the Nissan Requirements and Project
Entitlements, the Project Entitlements shall control.
2.3 Entitlement Process; Processing. Developer and Lessee acknowledge that the
requirements set forth in this Article 2, including, without limitation the Developer's
construction and completion of the Project, are material considerations for the participation by
the Agency in this Agreement, and that but for such requirements, the Agency would not have
entered into this Agreement. Developer and Lessee acknowledge and agree that in reviewing
and approving documents under this Section 2.3, the Agency is not acting on behalf of the City.
Further, Developer and Lessee understand that the City shall conduct its typical governmental
functions and exercise of its police powers in its capacity as the jurisdiction responsible for land
use and building permit approvals.
2.3.1 Submittal of Developer's Applications. The Developer shall submit
relevant development applications and supporting documentation, and all other applications
necessary to obtain the Project Entitlements (collectively, the "Developer's Applications").
These submittals shall be provided in the time period designated in the Schedule of Performance.
2.3.2 Defects in Plans. The City and Agency shall not be responsible to the
Developer, Lessee, or to third parties in any way for any defects in the Developer's Applications
nor for any structural or other defects in any work done according to the Developer's
Applications, nor shall the City or Agency be responsible for any delays caused by the review
and approval processes established by this Article 2 or the reviews conducted by the City in the
Schedule of Performance.
2.4 Schedule of Performance. The Developer shall submit or cause to be submitted
all Developer's Applications, shall commence and complete construction of the Project, and shall
satisfy all other obligations and conditions of this Agreement within the times established
therefor in the Schedule of Performance. The Agency's Executive Director is permitted to
modify or extend the Schedule of Performance without further authorization by the Agency
Board provided the following conditions are satisfied: (i) the modification does not extend any
completion time in the Schedule of Performance by more than a total of one hundred eighty
(180) days, (ii) the Executive Director, Developer, and Lessee agree to the modification or
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extension in a writing executed by all of the Developer, Lessee, and the Executive Director, (iii)
neither Developer nor Lessee is otherwise in default under this Agreement, and (iv) such
modification or extension does not increase the Agency's obligations or costs under this
Agreement.
2.5 Cost of Construction. Except as provided in Section 3.1 below, all of the cost of
planning, designing, developing and constructing the Project, site preparation and grading shall
be borne solely by the Developer.
2.6 Rights of Access. For purposes of assuring compliance with this Agreement,
representatives of the Agency shall have the right of access to the Site at normal construction
hours during the period of construction and upon reasonable prior notice to Developer and
Lessee, including but not limited to, the inspection of the work being performed in the
construction of the Project. Agency shall indemnify, defend and hold Developer and Lessee
harmless from any loss, damage, injury, accident, casualty, liability, claim, cost or expense
(including, but not limited to, reasonable attorneys' fees) of any kind or character to any person
or property (collectively, "Claims") arising from or related to the Agency's inspection of the
Project as permitted by this Section 2.6. Notwithstanding the prior sentence, the Agency shall
not be liable for such Claims to the extent and in the proportion that the same is ultimately
determined to be attributable to the negligence or misconduct of Developer, Lessee or either of
their agents, representatives, employees, directors, officers or consultants. This section does not
apply to, limit, or otherwise restrict or impose conditions on, any inspection or entry right the
City has pursuant to State law or the La Quinta Municipal Code.
2.7 Miscellaneous Rules and Regulations Applicable to Development of the Project.
2.7.1 Compliance With Laws and Nissan Requirements. Developer shall carry
out the design and construction of the Project in conformity with the Nissan Requirements, all
applicable laws, including all applicable state labor standards, the City zoning and development
standards, building, plumbing, mechanical and electrical codes, and all other provisions of the
City of La Quinta Municipal Code, and all applicable disabled and handicapped access
requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C.
Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section
11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.
2.7.2 Nondiscrimination in Employment. Developer certifies and agrees that all
persons employed or applying for employment by it (including all contractors and subcontractors
used by Developer) in constructing the Project on the Site (collectively, the "Construction
Personnel") are and will be treated equally without regard to, or because of, race, color, religion,
ancestry, national origin, sex, age, pregnancy, childbirth or related medical condition, medical
condition (cancer related) or physical or mental disability, and in compliance with Title VII of
the Civil Rights Act of 1964, 42 U.S.C. Section 2000, et seq., the Federal Equal Pay Act of 1963,
29 U.S.C. Section 206(d), the Age Discrimination in Employment Act of 1967, 29 U.S.C.
Section 621, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. Section 1324b,
et seq., 42 U.S.C. Section 1981, the California Fair Employment and Housing Act, Cal.
Government Code Section 12900, et seq., the California Equal Pay Law, Cal. Labor Code
Section 1197.5, Cal. Government Code Section.11135, the Americans with Disabilities Act, 42
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U.S.C. Section 12101, et seq., and all other antidiscrimination laws and regulations of the United
States and the State of California as they now exist or may hereafter be amended. Subject to any
privacy rights of the affected individuals, upon the reasonable request by Agency, Developer
shall allow representatives of the Agency access to Construction Personnel records during
regular business hours to verify compliance with these provisions in connection with the Project
and construction thereof. Any contract or agreement entered by Developer with Construction
Personnel shall specifically incorporate this section and shall include a provision providing
Agency access to the Construction Personnel's records referenced in the prior sentence.
2.7.3 Levies and Attachments on Site. As a condition precedent to the
Agency's obligation to issue a Release of Construction Covenants pursuant to Section 2.8 of this
Agreement, Developer shall remove or have removed any levy or attachment made on the Site or
any part thereof, or assure the satisfaction thereof within a reasonable time. Nothing herein shall
be deemed to prohibit Developer from contesting the validity or amount of any levy or
attachment nor to limit the remedies available to Developer with respect thereto.
2.7.4 Mechanics Liens and Stop Notices. As a condition precedent to the
Agency's obligation to issue a Release of Construction Covenants pursuant to Section 2.8 of this
Agreement or to make any disbursements of the Agency Loan as to a particular Disbursement
Milestones (defined in Section 3.1), Developer shall remove or have removed any mechanics
lien or stop notice made on the Site or any part thereof, or assure the satisfaction thereof as
provided herein. If a claim of a lien or stop notice" is given or recorded affecting the Project,
Developer shall within thirty (30) days of such recording or service or within thirty (30) days of
the Agency's demand, whichever first occurs:
(a) pay and discharge the same; or
(b) affect the release thereof by recording and delivering to the
Agency a surety bond in sufficient form and amount; or
(c) provide the Agency with other assurance which the Agency deems,
in its reasonable discretion (including, without limit, Conditional Waiver and Release Upon
Progress Payment (Cal. Civ. Code Section 3252(d)(1) or Unconditional Waiver and Release
Upon Progress Payment (Cal. Civ. Code Section 3262(d)(1)) or Unconditional Waiver and
Release Upon Final Payment (Cal. Civ. Code Section 3262(d)(4)), to be satisfactory for the
payment of such lien or stop notice.
2.7.5 Prevailing Wages. The Developer acknowledges and agrees that the
provision of the "Agency Loan" (as that term is defined in Section 3.1 below) constitutes
financial assistance that will cause the Project to be a "public work" as defined in Labor Code
Section 1720(a) or (b) and thus requires Developer to comply with California's prevailing wage
laws because the Project may be "paid for in whole or in part out of public funds," within the
meaning of Labor Code Section 1720(a) or (b). Nothing in this Agreement constitutes a
representation or warranty by the Agency that the construction of the Project is not subject to
Chapter 1 of Part 7 of the California Labor Code (connecting with section 1720), and all
applicable statutory regulatory provisions related thereto, and the Developer expressly waives
any right of reimbursement for any "increased costs" under California Labor Code Section 1781
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or otherwise with respect to the Project or Site. Further, the Developer agrees that the Agency
has not previously affirmatively represented or guaranteed to Developer, or its contractor(s) for
the construction or development of the Project, in writing or otherwise, in a call for bids or
otherwise, that the work to be covered by this Agreement is not a "public work," as defined in
Section 1720 of the Labor Code. Developer shall indemnify, protect, defend and hold harmless
Agency, City, and their respective officers, officials, members, employees, contractors,
representatives, and agents, with counsel reasonably acceptable to the Agency and City, from
and against any and all loss, liability, damage, claim, cost, expense and/or "increased costs"
(including reasonable attorneys fees, court and litigation costs, and fees of expert witnesses)
which, in connection with the development, or construction (as defined by applicable law) of the
Project, including, without limitation, any and all public works (as defined by applicable law),
results or arises in any way from any of the following: (1) the noncompliance by Developer with
respect to any applicable local, state and/or federal law, including, without limitation, any
applicable federal and/or state labor laws (including, without limitation, if applicable, the
requirement to pay state prevailing wages); (2) the implementation of Senate Bill 966 of 2003;
(3) the implementation of Section 1781 of the Labor Code, as the same maybe amended from
time to time, or any other similar law; and/or (4) failure by Developer to provide any required
disclosure or identification as required by Labor Code Section 1781, as the same may be
amended from time to time, or any other similar law. It is agreed by the parties that, in
connection with the development and construction (as defined by applicable law) of the Project,
Developer shall bear all risks of payment or non-payment of prevailing wages under California
law and/or the implementation of Senate Bill 966 and/or Labor Code Section 1781, as the same
may be amended from time to time, and/or any other similar law. "Increased costs," as used in
this Section 2.7.5, shall have the meaning ascribed to it in Labor Code Section 1781, as the same
may be amended from time to time.
2.7.6 Insurance. The Developer and Lessee shall maintain insurance as
provided by Section 6 of this Agreement.
2.8 Release of Construction Covenants.
2.8.1 Promptly after completion of construction of the Project in conformity
with this Agreement, the Agency shall promptly deliver to the Developer a Release of
Construction Covenants, executed and acknowledged by the Agency substantially in the form
provided on Attachment 4, which is attached hereto and incorporated herein by this reference.
The Release of Construction Covenants shall be a conclusive determination of satisfactory
completion of the construction of the Project, and the Release of Construction Covenants shall so
state. Following the issuance of a Release of Construction Covenants, any party then owning or
thereafter purchasing, leasing or otherwise acquiring any interest in the Site shall not (because of
such ownership, purchase, lease or acquisition) incur any obligation or liability under this
Agreement with respect to development of the Site or construction of the Project; however, any
such party shall be subject to those continuing covenants described in Section 4 of this
Agreement.
2.8.2 If Agency refuses or fails to furnish a Release of Construction Covenants
in accordance with the preceding paragraph, and after written request from the Developer, the
Agency shall, within thirty (30) days after receipt of such written request therefor, provide the
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Developer with a written statement of the reasons the Agency refused or failed to famish the
Release of Construction Covenants. The statement shall also contain the Agency's opinion of
the actions the Developer must take or cause to be taken to obtain the Release of Construction
Covenants. The Release of Construction Covenants shall not constitute evidence of compliance
with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any
insurer of a mortgage securing money loaned to finance the Project, or any part thereof. The
Release of Construction Covenants is not a notice of completion as referred to in Section 3093 of
the California Civil Code.
3. AGENCY LOAN
3.1 Agency Loan for Rehabilitation Improvements; Source of Funds. The Agency
shall, subject to the satisfaction of the conditions precedent identified in Section 3.2, loan to the
Developer an amount up to, but not exceeding, ONE MILLION FIVE HUNDRED THOUSAND
DOLLARS ($1,500,000) (the "Agency Loan") for the sole and exclusive purpose of constructing
the Project on the Site. The Agency Loan shall only be used to reimburse Developer for costs
Developer incurs in planning, designing, and constructing the Project (collectively, "Eligible
Project Costs"). Eligible Project Costs shall be allocated into the following two (2) general
categories, in the following not to exceed amounts: (i) costs to prepare design and development
plans, in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000) (collectively,
the "Design Costs"); and (ii) costs to remodel, rehabilitate, and expand the existing facilities, in
an amount not to exceed One Million Three Hundred Fifty Thousand Dollars ($1,350,000)
(collectively, the "Rehabilitation Costs"). As of the Effective Date, Developer does not have a
detailed breakdown of the tasks and costs associated with each such task for the foregoing
categories. Within the time set forth in the Schedule of Performance, Developer shall prepare,
submit to Agency's Executive Director, and obtain Agency's Executive Director's approval of, a
detailed list of Developer's proposed Eligible Project Costs for each of the foregoing categories
with the total amount for each such category not to exceed the amounts listed above. In the
event Agency's Executive Director disapproves or conditionally approves Developer's proposed
list of Eligible Project Costs, Developer shall promptly revise said list to address the issues and
concerns raised by the Agency's Executive Director. Upon the Agency Executive Director's
approval thereof, the parties shall insert the approved list of Eligible Project Costs into this
Agreement as Attachment 51 and thereafter such list shall be incorporated in and become a part
of this Agreement. The Agency's Executive Director shall have the authority to approve one or
more shifts of funding between the aforementioned categories, provided that (i) the cumulative
amount shifted into the Design Costs category shall not exceed fifteen percent (15%) of the
original not to exceed amount for that category, as listed above, and (ii) the cumulative amount
shifted into either the Rehabilitation Costs category shall not exceed twenty-five percent (25%)
of the original not to exceed amount for that category, as listed above. Until the Agency
Executive Director approves said list, Developer shall only be entitled to disbursements of the
Agency Loan for Design Costs, in the not to exceed amount listed above for Design Costs. If
actual costs for which Developer is entitled to reimbursement hereunder are less than the
amounts set forth in Attachment 5, the Agency Loan obligation shall be reduced by such
difference; however, if actual costs for which Developer is entitled to reimbursement exceed the
estimates in Attachment 5, the Agency Loan obligation shall nevertheless not exceed $1,500,000.
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The source of funds for the Agency Loan is taxable bond proceeds obtained by Agency
from the sale of tax allocation bonds, and Agency irrevocably pledges such sums in the amount
required to be paid to Developer hereunder to the full extent allowed by law, subject and
subordinate to any senior and prior pledges of such revenues to bondholders.
3.2 Conditions Precedent to Agency Loan Obli ag tion. Prior to and as a condition
precedent to the Agency's obligation to fund or disburse any portion of the Agency Loan, the
following conditions precedent, which are for the sole and exclusive benefit of the Agency, and
shall be completed to the satisfaction of, or waived by, the Agency.
3.2.1 Developer shall have executed, with signatures notarized, the "Operating
Covenant" (as that term is defined in Section 4 below) and the "Deed of Trust" (as that term is
defined in Section 3.4 below) and the Operating Covenant and Deed of Trust shall have been
recorded against the Site, subject only to (a) exceptions to title approved, in writing, by the
Agency Executive Director, (b) that certain deed of trust in the original amount of $3,420,000 in
favor of Nissan, recorded in the Riverside County Official Records on June 30, 2004 as
Instrument No. 2004-0508929, (c) that certain deed of trust in the original amount of $4,585,000
in favor of Nissan, recorded in the Riverside County Official Records on March 30, 2007, as
Instrument No. 2007-0228822, and (d) that certain Financing Statement in favor of Nissan
executed in connection with the obligation secured by the deed of trust described in clause (b)
above, recorded in the Riverside County Official Records on June 30, 2004 as Instrument No.
2004-0508930, as amended by Instrument No. 2006-0695012 The (i) deeds of trust described in
clauses (b) and (c) above, (ii) the Financing Statement described in clause (d) above, (iii) other
documentation relating to the deeds of trust described in. clauses (b) and (c) above (including
without limitation the promissory notes, and any "Loan Documents" as defined in said deeds of
trust) and (iv) any agreements between Developer (or any of its members) or Lessee (or any of
its shareholders) and Nissan North America, Inc. ("Nissan NAI") or Nissan that relate to the
provision of financing for the Project or which identify the Site as collateral for Developer's or
Lessee's obligations to Nissan or Nissan NAI are collectively termed the "Nissan Security
Documents."
3.2.2 The Developer shall have executed the "Note" (as that term is defined in
Section 3.4 below), and shall have delivered the Note to Agency.
3.2.3 All Project Entitlements shall have been approved by all applicable
government or regulatory entities, and shall be final, and any applicable statute of limitations to
challenge such Project Entitlements shall have passed without the commencement of a challenge
(including a referendum) or, if a timely challenge has been made, such challenge shall be
resolved in a manner that is acceptable to the Agency.
3.2.4 The Developer shall have provided "Evidence of Financing" (as that term
is defined in Section 3.4.1 below) to Agency and Agency shall have approved the same.
3.2.5 Developer and Lessee shall have provided evidence to Agency that
Developer and Lessee have procured insurance as required by Section 6.1 hereof.
3.2.6 Developer shall have provided evidence to Agency's Executive Director
that Developer has obtained approval from Nissan and Nissan NAI for the Project, including
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Developer's site plan and all construction plans and drawings, and to Developer and Lessee
entering into and recording in the chain of title to the Site the Operating Covenant.
3.2.7 The Lease Agreement shall be subordinated to the Operating Covenant by
having Lessee and Developer (as lessor) enter a subordination agreement and estoppel certificate
in a form and content acceptable to the Agency, which shall be recorded in Riverside County
Official Records.
3.2.8 Neither Developer nor Lessee shall be in breach of its obligations under
this Agreement, the Operating Covenant, any of the Nissan Security Documents, and/or any
franchise or other agreement between Developer (or any of its members) or Lessee (or any of its
shareholders) and Nissan NAI or Nissan that relate to the operation of the Dealership on the Site
(collectively, the "Nissan Agreements").
3.3 Disbursement of Agency _Loan. Agency shall disburse the Agency Loan to the
Developer in accordance with the provisions of this Section 3.3. All of Developer's requests for
disbursements for Eligible Project Costs shall be made to the Agency in writing and shall be
subject to Agency review and approval prior to disbursement. Each written request for
disbursement of a portion of the Agency Loan shall include such evidence reasonably required
by the Agency to demonstrate that such Eligible Project Costs have been actually paid
(including, without limitation, invoices, purchase orders, cancelled checks and fully executed
and notarized lien releases, if applicable) and that Developer has satisfied all conditions for
disbursement. Agency shall have fifteen (15) days to review and verify the requested expenses
and documentation, and upon verification that the requested reimbursement is an allowable
Eligible Project Cost, Agency shall make disbursements to the Developer within fifteen (15)
days after receipt of such verification.
3.4 Repayment of Agency Loan. Developer shall repay the Agency Loan in
accordance with the terms of a Promissory Note substantially in the form attached hereto and
incorporated herein as Attachment 6 (the "Note"). Developer's repayment of the Promissory
Note shall be secured by a Deed of Trust with Assignment of Rents and Rider Attached Hereto
substantially in the form attached hereto and incorporated herein as Attachment 7 (the "Deed of
Trust").
3.4.1 Evidence of Financing. Within the time set forth in the Schedule of
Performance and as a condition precedent to the Agency's obligation to disburse any portion of
the Agency Loan, Developer shall submit to the Agency evidence that Developer has obtained
sufficient equity capital and/or has obtained firm and binding commitments for construction
financing which together with equity financing is sufficient to pay for the construction of the
Project in accordance with this Agreement. Such evidence of financing shall include the
following: (a) a copy of a legally binding, firm and enforceable loan commitment(s) obtained by
Developer from one or more Institutional Lenders (defined below) for the mortgage loan or loans
for construction financing for the construction of the Project subject to such lenders' reasonable,
customary and normal conditions and terms, and/or (b) other documentation satisfactory to the
Agency as evidence of other sources of capital sufficient to demonstrate to the Agency that
Developer has adequate funds to cover the difference between the total cost of construction and
completion of the Project, less financing authorized by those loans set forth in (a) above
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(collectively "Evidence of Financing"). The Agency shall approve or disapprove such Evidence
of Financing within ten (10) days after receipt of a complete submission. If not approved in
writing, then Developer's request shall be deemed to have been disapproved. If the Agency shall
disapprove or be deemed to disapprove any such Evidence of Financing, then, upon request of
the Developer the Agency shall, within ten (10) days, state the reasons for such disapproval. If
the Agency disapproves of the Evidence of Financing then the Developer shall promptly
endeavor to obtain and submit to the Agency new Evidence of Financing.
As used herein, the term "Institutional Lender" shall mean any of the following
institutions having assets or deposits in the aggregate of not less than One Hundred Million
Dollars ($100,000,000): a California chartered bank; a bank created and operated under and
pursuant to the laws of the United States of America; an "incorporated admitted insurer" (as that
term is used in Section 1100.1 of the California Insurance Code); a "foreign (other state) bank"
(as that term is defined in Section 1700(l) of the California Financial Code); a federal savings
and loan association (Cal. Fin. Code Section 8600); a commercial finance lender (within the
meaning of Sections 2600 et seq. of the California Financial Code); a "foreign (other nation)
bank" provided it is licensed to maintain an office in California, is licensed or otherwise
authorized by another state to maintain an agency or branch office in that state, or maintains a
federal agency or federal branch in any state (Section 1716 of the California Financial Code); a
bank holding company or a subsidiary of a bank holding company which is not a bank (Section
3707 of the California Financial Code); a trust company, savings and loan association, insurance
company, investment banker; college or university; pension or retirement fund or system, either
governmental or private, or any pension or retirement fund or system of which any of the
foregoing shall be trustee, provided the same be organized under the laws of the United States or
of any state thereof; and a Real Estate Investment Trust, as defined in Section 856 of the Internal
Revenue Code of 1986, as amended, provided such trust is listed on either the American Stock
Exchange or the New York Stock Exchange.
4. OPERATION OF THE PROJECT AND COVENANTS, CONDITIONS AND
RESTRICTIONS APPLICABLE TO THE SITE AFTER COMPLETION OF
CONSTRUCTION OF THE PROJECT
Concurrently with Developer's execution of this Agreement, Developer and Lessee shall
execute and acknowledge an Operating Covenant substantially in the form attached hereto and
incorporated herein as Attachment 8 (the "Operating Covenant"). The Operating Covenant shall
be recorded in the Official Records of the County of Riverside within five (5) days after the
Effective Date. The Developer's and Lessee's execution of the Operating Covenant shall be a
material component of this Agreement and a condition precedent to all of the Agency's
obligations in this Agreement. The Operating Covenant shall obligate the Developer to construct
the Project and shall obligate the Lessee to operate the Project for a minimum period of ten (10)
years, commencing on the date the Agency issues a Release of Construction Covenants for the
Project.
5. DEFAULTS AND REMEDIES
5.1 Default. Subject to the extensions of time set forth in Section 9.2 of this
Agreement, failure by any party to perform any action or adhere to any covenant or
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representation or warranty required by this Agreement, including in any of'the attachments
hereto, within the time periods provided herein following notice and an opportunity to cure as
described in this Section 5.1, constitutes a "Default" under this Agreement. Additionally, a
default under the Nissan Security Documents or Nissan Agreements shall constitute a "Default"
under this Agreement. The breach or falsity of any representation or warranty by a party as set
forth in this Agreement also constitutes a "Default" under this Agreement following notice and
an opportunity to cure as described hereafter. A party claiming a Default shall give written
notice of Default to the other parties specifying the Default complained of. Except as otherwise
expressly provided in this Agreement, the claimant shall not institute any proceeding against any
other party, and the other party shall not be in Default as to non -monetary Defaults if such party
within thirty (30) days from receipt of such notice promptly, with due diligence, commences to
cure, correct or remedy such failure or delay and thereafter completes such cure, correction or
remedy with due diligence. As to monetary Defaults, a cure period of ten (10) days upon written
notice shall apply.
Notwithstanding anything to the contrary in this Agreement, no notice of Default shall be
necessary nor shall the Developer have a right to cure a Default resulting from a "Transfer," as
that teen is defined in Section 7.1 below, that has not been approved by the Agency.
5.2 Institution of Legal Actions; Remedies. In addition to any other rights or
remedies and subject to the restrictions otherwise set forth in this Agreement, any party may
institute an action at law or equity to seek specific performance of the terms of this Agreement,
or to cure, correct or remedy any Default, or to obtain any other remedy consistent with the
purpose of this Agreement. Agency shall also have the right to pursue damages for Developer's
or Lessee's defaults, but in no event shall Developer or Lessee be entitled to damages of any
kind from Agency, including, without limitation, damages for economic loss, lost profits, or any
other economic or consequential damages of any kind. Such legal actions must be instituted in
the Superior Court of the County of Riverside, State of California, or in the Federal District
Court in the Central District of California.
5.3 Acceptance of Service of Process. In the event that any legal action is
commenced by the Developer or Lessee against the Agency, service of process on the Agency
shall be made by personal service upon the Executive Director of the Agency in addition to such
other manner as may be provided by law. In the event that any legal action is commenced by the
Agency against the Developer or Lessee, service of process on the Developer or Lessee shall be
made by personal service upon any officer or director of Developer or Lessee (as applicable),
whether made within or outside the State of California, or in such other manner as may be
provided by law.
5.4 Rights and Remedies Are Cumulative. Except as otherwise expressly stated in
this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any
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.
5.5 Inaction Not a Waiver of Default. Any failures or delays by any party in asserting
any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of
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any such rights or remedies, or deprive such party of its right to institute and maintain any
actions or proceedings which it may deem necessary to protect, assert or enforce any such rights
or remedies.
5.6 No Waiver. A waiver by any party of a breach of any of the covenants,
conditions or agreements under this Agreement to be performed by another party shall not be
construed as a waiver of any succeeding breach of the same or other covenants, agreements,
restrictions or conditions of this Agreement.
5.7 Applicable Law. The internal laws of the State of California shall govern the
interpretation and enforcement of this Agreement, without regard to conflict of law principles.
6. INSURANCE REQUIREMENTS; REPAIR AND RESTORATION OF PROJECT
6.1 Insurance Requirements.
6.1.1 Commencing on the Effective Date and continuing throughout the term of
the Operating Covenant, the Developer and Lessee shall procure and maintain, at their sole cost
and expense, in a form and content satisfactory to the Agency's Executive Director, the
following policies of insurance:
(a) Commercial General Liability Insurance covering bodily injury,
property damage, personal injury and advertising injury written on a per -occurrence and not a
claims -made basis containing the following minimum limits: (i) general aggregate limit of Three
Million Dollars ($3,000,000.00); (ii) products -completed operations aggregate limit of Three
Million Dollars ($3,000,000.00); (iii) personal and advertising injury limit of One Million
Dollars ($1,000,000.00); and (iv) each occurrence limit of One Million Dollars ($1,000,000.00).
Said policy shall include the following coverages: (i) blanket contractual liability (specifically
covering the indemnification clause contained in Section 8 below); (ii) products and completed
operations; (iii) independent contractors; (iv) Owner's broad form property damage; (v)
severability of interest; (vi) cross liability; and (vii) property damage liability arising out of the
so-called "XCU" hazards (explosion, collapse and underground hazards). The policy shall not
have a deductible in excess of Ten Thousand Dollars ($10,000.00). The policy shall be endorsed
to have the general aggregate apply to this Project only.
(b) A policy of worker's compensation insurance in such amount as
will fully comply with the laws of the State of California and which shall indemnify, insure, and
provide legal defense for the Agency and the Developer or Lessee (as applicable) against any
loss, claim or damage arising from any injuries or occupational diseases occurring to any worker
employed by or any persons retained by the Developer or Lessee (as applicable) in the course of
carrying out the work or services contemplated in this Agreement, and Employers Liability
Insurance in an amount not less than One Million Dollars ($1,000,000) combined single limit for
all damages arising from each accident or occupational disease.
(c) A policy of comprehensive automobile liability insurance written
on a per -occurrence basis in an amount not less than Three Million Dollars ($3,000,000.00)
combined single limit with a deductible not in excess of Ten Thousand Dollars ($10,000.00)
covering all owned, non -owned, leased and hired vehicles used in connection with the Project.
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(d) With respect to the improvements and any fixtures and furnishings
to be owned by Developer on the Site (with respect to the Developer's policy) or leased to
Lessee (with respect to the Lessee's policy), insurance against fire, extended coverage,
vandalism, and malicious mischief, and such other additional perils, hazards, and risks as now
are or may be included in the standard "all risk" form in general use in Riverside County,
California, with the standard form fire insurance coverage in an amount equal to full actual
replacement cost thereof, as the same may change from time to time. The above insurance
policy or policies shall include coverage for earthquakes to the extent generally and
commercially available at commercially reasonable rates, if such insurance is generally obtained
for automobile dealerships in the counties of Los Angeles, Orange County, Riverside, and San
Bernardino. Agency shall be a loss payee under such policy or policies and such insurance shall
contain a replacement cost endorsement.
6.1.2 Commencing on the Effective Date and continuing until the Agency issues
a Release of Construction Covenants for the Project, the Developer shall procure and maintain, at
its sole cost and expense, in a form and content satisfactory to the Agency's Executive Director,
Builder's Risk (course of construction) insurance coverage in an amount equal to the full cost of
the hard construction costs of the Project. Such insurance shall cover, at a minimum: all work,
materials, and equipment to be incorporated into the Project; the Project during construction; the
completed Project until such time as the City issues a final certificate of occupancy for the
Project, and storage and transportation risks. Such insurance shall protect/insure the interests of
Developer/owner and all of Developer's contractor(s), and subcontractors, as each of their
interests may appear. If such insurance includes an exclusion for "design error," such exclusion
shall only be for the object or portion which failed. Agency shall be a loss payee under such
policy or policies and such insurance shall contain a replacement cost endorsement
6.1.3 Developer shall cause any general contractor with whom it has contracted
for the performance of work on the Site to secure, prior to commencing any activities hereunder
and maintain insurance that satisfies all of the requirements of this Section 6.1.
6.1.4 The following additional requirements shall apply to all of the above
policies of insurance:
(a) All of the above policies of insurance shall be primary insurance
and, except the Worker's Compensation and Employer Liability insurance, shall name the
Agency, City and their respective officers, officials, members, employees, agents, and
representatives (collectively, "Agency and City and Agency and City Personnel") as additional
insureds on an ISO Form CG 20:10 (current version) or substantially similar form and not an
ISO Form CG 20:09. The insurer shall waive all rights of subrogation and contribution it may
have against Agency and City and Agency and City Personnel and their respective insurers. All
of said policies of insurance shall provide that said insurance may not be amended or cancelled
without providing thirty (30) days' prior written notice to the Agency. In the event any of said
policies of insurance are cancelled, the Developer shall, prior to the cancellation date, submit
new evidence of insurance in conformance with this Section to the Executive Director. Not later
than the Effective Date, the Developer shall provide the Executive Director with Certificates of
Insurance or appropriate insurance binders evidencing the above insurance coverages and said
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Certificates of Insurance or binders shall be subject to the reasonable approval of the Executive
Director.
(b) The policies of insurance required by this Agreement shall be
satisfactory only if issued by companies of recognized good standing authorized to do business
in California, rated "A+" or better in the most recent edition of Best Rating Guide, The Key
Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or
better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager")
due to unique circumstances.
(c) The Executive Director, with the consent of the City's Risk
Manager, is hereby authorized to reduce or otherwise modify Developer's and/or Lessee's
insurance requirements set forth herein in the event they collectively determine, in their sole and
absolute discretion, that such reduction or modification is consistent with reasonable commercial
practices.
6.1.5 The Developer and Lessee agree that the provisions of this Section shall
not be construed as limiting in any way the Agency's right to indemnification or the extent to.
which the Developer or Lessee may be held responsible for the payment of damages to any
persons or property resulting from the Developer's activities or the activities of any person or
persons for which the Developer or Lessee is otherwise responsible.
6.2 Remedies for Defaults Re: Insurance. In addition to any other remedies the
Agency may have if Developer or Lessee commits a Default hereunder by failing to provide or
maintain any insurance policies or policy endorsements to the extent and within the time herein
required, the Agency may at its sole option obtain such insurance and deduct the amount of the
premium for such insurance from any sums due to Developer by the Agency from the Agency
Loan. Exercise of such remedy, however, is an alternative to other remedies the Agency may
have and is not the exclusive remedy for Developer's or Lessee's failure to maintain insurance or
secure appropriate endorsements.
6.3 Obligation to Repair and Restore Damage Due to Casualty Covered by Insurance.
If the Project shall be totally or partially destroyed or rendered uninhabitable by fire or other
casualty required to be insured against by Developer and/or Lessee, Developer and/or Lessee (as
applicable) shall promptly proceed to obtain all available insurance proceeds and take all steps
necessary to begin reconstruction and, immediately upon receipt of insurance proceeds, to
promptly and diligently commence the repair or replacement of the Project to substantially the
same condition as it existed prior to the casualty and Developer and/or Lessee (as applicable)
shall complete or cause to be completed the same as soon as possible thereafter so that the
Project can be operated in accordance with this Agreement. The Agency shall cooperate with
Developer and/or Lessee (as applicable), at no expense to the Agency, in obtaining any
governmental permits required for the repair, replacement, or restoration.
7. TRANSFER RESTRICTIONS
7.1 Prohibition. The qualifications and identity of Developer and Lessee are of
particular concern to the Agency. It is because of these qualifications and identity that the
Agency has entered into this Agreement with the Developer and Lessee: Accordingly,
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commencing upon the Effective Date and continuing throughout the term of the Operating
Covenant: (i) no voluntary or involuntary successor in interest of the Developer, the Managing
Member of the Developer, the Lessee, or the equitable, beneficial and legal owner of Lessee
shall acquire any rights or powers under this Agreement, (ii) none of the Developer, the
Managing Member of the Developer, the Lessee, or the equitable, beneficial and legal owner of
Lessee, shall make any total or partial sale, transfer, conveyance, assignment, subdivision,
further encumbrance, refinancing, or lease of the whole or any part of the Site or the Project
thereon, (iii) no changes shall occur with respect to the ownership and/or control of Developer,
the Managing Member of the Developer, the Lessee, or the equitable, beneficial and legal owner
of Lessee, including, without limitation, stock transfers, sales of issuances, or transfers, sales or
issuances of membership or ownership interests, or statutory conversions (with each the actions
in clauses in clauses (i), (ii), and (iii) above referred to herein as a "Transfer"), without the prior
written approval of the Agency, which approval shall not be unreasonably withheld or delayed.
Any purported Transfer, voluntarily or by operation of law, except with the prior written consent
of the Agency, shall be null and void and shall confer no rights whatsoever upon any purported
assignee or transferee.
7.2 Permitted Transfers. Notwithstanding any other provision of this Agreement to
the contrary, the Agency's approval of a Transfer shall not be required in connection with any of
the following:
(a) Any Transfer by the Developer, the Managing Member of the
Developer, the Lessee, or the equitable, beneficial and legal owner of Lessee to a "Related
Person or Entity" (as defined below).
(b) A Transfer consisting of the conveyance or dedication of any
portion of the Site to the City or other appropriate governmental agency, including public
utilities, where the granting of such easements permits or facilitates the development of the Site
and the Project.
(c) Any Transfer for (i) financing purposes to the holder of an existing
mortgage; (ii) any refinancing or permanent financing of the existing mortgage; (iii) any Transfer
to any person or entity pursuant to foreclosure or deed in lieu of foreclosure of any such
mortgage referred to in clauses (i) or (ii).
In the event of a Transfer by Developer, the Managing Member of the Developer, the
Lessee, or the equitable, beneficial and legal owner of Lessee not requiring the Agency's prior
approval, Developer and Lessee nevertheless agrees that at least thirty (30) days prior to such
Transfer, Developer shall give written notice to the Agency of such Transfer. In the case of a
Transfer pursuant to subparagraph (a) above, Developer agrees that at least thirty (30) days prior
to such Transfer it shall provide satisfactory evidence that the transferee has assumed or upon the
effective date of transfer will assume in writing through an assignment and assumption
agreement, in form reasonably acceptable to the Agency, all of the obligations of the Developer
or Lessee under this Agreement which remain unperformed as of such Transfer or which arise
from and after the date of Transfer.
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As used in this Agreement, a "Related Person or Entity" shall mean (a) a limited liability
company in which Mr. Jorge Velarde has a greater than fifty percent (50%) ownership and
management interest, or (b) a limited partnership in which Mr. Jorge Velarde is a general partner
with a greater than fifty percent (50%) ownership and management interest; provided, however,
that such Related Person or Entity shall demonstrate that such person or entity has been approved
in writing by Nissan and Nissan NAI to operate the Project thereon.
7.3 Agency Consideration of Proposed Transfer; Release of Transferor Upon
Permitted or Approved Transfer. If the Developer desires to cause a Transfer of any of its
interests in this Agreement or the Site and such Transfer requires the Agency's approval under
Section 7.1, Developer shall request in writing to the Agency that it consent to such Transfer,
which consent shall not be unreasonably delayed or withheld. A Transfer shall be conditioned
upon: (i) the proposed assignee expressly assuming, in writing, the unexecuted obligations
hereunder of the transferor/assignor, as applicable, assignment and (ii) the proposed assignee
demonstrating to the reasonable satisfaction of the Agency that such person or entity has
adequate financial capacity to complete the development and/or operation of the Project on the
Site and that such person or entity has been approved in writing by Nissan and Nissan NAI to
operate the Project thereon.
Notwithstanding any other provision set forth in this Agreement to the contrary, upon the
effective date of a permitted or approved Transfer, and provided that the transferor/assignor shall
have delivered to the Agency an executed assignment and assumption agreement in form
reasonably acceptable to Agency legal counsel, the transferor/assignor shall be released from all
further liabilities and obligations hereunder and the Operating Covenant that have been so
transferred and assigned.
7.4 Successors and Assigns. All of the terms, covenants and conditions of this
Agreement shall run with the Site and be binding upon the Developer, Lessee, and the Agency
and their permitted successors and assigns. Whenever the term "Developer," "Lessee" or
"Agency" is used in this Agreement, such term shall include any other permitted successors and
assigns.
7.5 Subordination. The Agency acknowledges and agrees that the Agency's Deed of
Trust is and shall be subject and subordinate to (i) the deeds of trust described in clauses (b) and
(c) of Section 3.2.1 above, and to all renewals, modifications, consolidations, replacements, and
extensions of said deeds of trust, provided the maximum cumulative principal amount of the loan
secured by any such renewal, modification, consolidation, replacement, or extension, when
added to the outstanding principal balance due under the Agency Note, shall not exceed ninety
percent (90%) of the lender's appraised value of the Site upon completion of the Project, which
amount shall be verified in writing to Agency Executive Director's reasonable satisfaction, and
(ii) the Financing Statement described in clause (d) of Section 3.2.1 above. In addition,
notwithstanding anything in this Agreement to the contrary, Agency agrees to subordinate the
Agency's Deed of Trust to any subsequent deed of trust recorded against the Site relating to any
take-out or permanent financing or refinancing thereof obtained by Developer, provided the
maximum cumulative principal amount of the loan secured by any such take-out or permanent
financing, when added to the outstanding principal balance due under the Agency Note, shall not
exceed ninety percent (90%) of the lender's appraised value of the Site.
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8. INDEMNIFICATION OF AGENCY
The Developer and Lessee shall indemnify, defend, and hold harmless the Agency and
City and Agency and City Personnel from and against any and all claims, liabilities, damages,
and losses, including without limitation reasonable attorneys' fees and litigation expenses,
including court courts and expert witness fees (collectively, "Claims"), due to the death or
personal injury of any person, or physical damage to any person's real or personal property,
caused by the construction of improvements by, or construction -related activities of, the
Developer or Lessee on the Site, or for any construction defects in any improvements
constructed by the Developer or Lessee on the Site, or the approval or operation of the Project on
the Site; provided, however, that the foregoing indemnification shall not apply to the extent such
Claims are caused by the active negligence or willful misconduct of the Agency or City, subject
to any immunities which may apply to the Agency or City with respect to such Claims. The
foregoing indemnification provision shall survive the termination of this Agreement.
9. GENERAL PROVISIONS
9.1 Notices. All notices under this Agreement shall be effective (i) upon personal
delivery, (ii) upon delivery by reputable overnight courier that provides a receipt with the date
and time of delivery, (iii) via facsimile, so long as the sender receives confirmation of successful .
transmission from the sending machine, or (iv) two (2) business days after deposit in the United
States mail, registered or certified, postage fully prepaid, and addressed to the respective parties
as set forth below or as to such other address as the parties may from time to time designate in
writing:
To Agency: Notices Delivered by U.S. Mail:
La Quinta Redevelopment Agency
P.O. Box 1504
La Quinta, CA 92247
Phone No.: 760-777-7031
Facsimile No.: 760-777-7101
Attention: Executive Director
Notices Delivered Personally or by Courier:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, California 92253
Phone No.: 760-777-7031
Facsimile No.: 760-777-7101
Attention: Executive Director
With a copy to: Rutan & Tucker, LLP
611 Anton, Suite 1400
Costa Mesa, CA 92626
Phone No.: 714-641-5100
Facsimile No.: 714-546-9035
Attention: M. Katherine Jenson, Esq.
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To Developer or Lessee: Mega Dealer, LLC
c/o Torre Nissan
79-125 Highway 111
La Quinta, CA 92253
Phone No.:
Facsimile No.: 760-777-8030
Attention: Mr. Jorge Velarde
With a copy to:
Phone No.:
Facsimile No.:
Attention:
9.2 Enforced Delay; Extension of Times of Performance. In addition to specific
provisions of this Agreement, performance by any party hereunder shall not be deemed to be in
Default, and all performance and other dates specified in this Agreement shall be extended,
where delays or Defaults are due to: war; insurrection; strikes; lockouts; riots; floods;
earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine
restrictions; freight embargoes; lack of transportation; governmental restrictions or priority;
litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays
of any contractor, subcontractor or supplier; acts or omissions of the other party; or acts or
failures to act of the City or Agency or any other public or governmental agency or entity.
Notwithstanding anything to the contrary in this Agreement, an extension of time for any such
cause shall be for the period of the enforced delay and shall commence to run from the time of
the commencement of the cause, if notice by the party claiming such extension is sent to the
other party within ten (10) days of the commencement of the cause. Subject to the second
sentence of Section 2.4, times of performance under this Agreement may also be extended in
writing by the mutual agreement of the Agency, Developer, and Lessee. Notwithstanding any
provision of this Agreement to the contrary, the lack of funding or difficulty obtaining financing
to complete the Project shall not constitute grounds of enforced delay pursuant to this
Section 9.2.
9.3 Non -Liability of Officials and Employees of Agency to the Developer or Lessee.
No member, official, director, officer, agent, or employee of Agency shall be personally liable to
the Developer or Lessee, or any successor in interest of the Developer or Lessee, in the event of
any Default or breach by Agency or for any amount which may become due to the Developer or
Lessee or Developer's or Lessee's successors, or on any obligations under the terms of this
Agreement.
9.4 Relationship Between Agency, Developer, and Lessee. It is hereby
acknowledged that the relationship between the Agency on the one hand, and Developer and
Lessee on the other, is not that of a partnership or joint venture and that the Agency, Developer,
and Lessee shall not be deemed or construed for any purpose to be the agent of the other.
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9.5 Agency Anurovals and Actions. The Agency shall maintain the authority to
implement this Agreement on behalf of the Agency through the Agency Executive Director
(or his or her duly authorized representative). The Agency Executive Director shall have the
authority to issue interpretations, waive provisions, and/or enter into certain amendments of this
Agreement on behalf of the Agency so long as such actions do not materially or substantially
change the uses or development permitted on the Site, or add to the costs incurred or to be
incurred by the Agency. All other material and/or substantive interpretations, waivers, or
amendments shall require the consideration, action and written consent of the Agency Board.
9.6 Counterparts. This Agreement may he signed in multiple counterparts which,
when signed by all parties, shall constitute a binding agreement.
9.7 Integration. This Agreement, including the Attachments hereto, contains the
entire understanding between the parties relating to the transaction contemplated by this
Agreement, notwithstanding any previous negotiations or agreements between the parties or their
predecessors in interest with respect to all or any part of the subject matter hereof. All prior or
contemporaneous agreements, understandings, representations and statements, oral or written,
are merged in this Agreement and shall be of no further force or effect. Each party is entering
this Agreement based solely upon the representations set forth herein and upon each party's own
independent investigation of any and all facts such party deems material.
9.8 Attorneys' Fees. In any action between the parties to interpret, enforce, reform,
modify, rescind,` or otherwise in connection with any of the terms or provisions of this
Agreement, the prevailing party in the action shall be entitled to its reasonable costs and
expenses including, without limitation, litigation costs and reasonable attorneys' fees.
9.9 Titles and Captions. Titles and captions are for convenience of reference only and
do not define, describe or limit the scope or the intent of this Agreement or of any of its terms.
Reference to section numbers are to sections in this Agreement, unless expressly stated
otherwise.
9.10 Interpretation. As used in this Agreement, masculine, feminine or neuter gender
and the singular or plural number shall each be deemed to include the others where and when the
context so dictates. The word "including" shall be construed as if followed by the words
"without limitation." This Agreement shall be interpreted as though prepared by all parties.
9.11 Modifications. Any alteration, change or modification of or to this Agreement, in
order to become effective, shall be made in writing and in each instance signed on behalf of each
ply.
9.12 Severability. If any term, provision, condition or covenant of this Agreement or
its application to any party or circumstances shall be held, to any extent, invalid or
unenforceable, the remainder of this Agreement, or the application of the term, provision,
condition or covenant to persons or circumstances other than those as to whom or which it is
held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the
fullest extent permitted by law and consistent with the mutual intent of the parties as expressed
herein.
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9.13 Computation of Time. The time in which any act is to be done under this
Agreement is computed by excluding the first day, and including the last day, unless the last day
is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall
mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If
any act is to be done by a particular time during a day, that time shall be the applicable time of
day in the Pacific Time Zone.
9.14 Legal Advice. Each party represents and warrants to the other parties the
following: it has carefully read this Agreement, and in signing this Agreement, it does so with
full knowledge of any right which it may have; it has received independent legal advice from its
legal counsel as to the matters set forth in this Agreement, or has knowingly chosen not to
consult legal counsel as to the matters set forth in this Agreement; and, it has freely signed this
Agreement without any reliance upon any agreement, promise, statement or representation by or
on behalf of any other party, or its agents, employees, or attorneys, except as specifically set
forth in this Agreement, and without duress or coercion, whether economic or otherwise.
9.15 Time of Essence. Time is expressly made of the essence with respect to the
performance by the Agency, Developer, and Lessee of each and every obligation and condition
of this Agreement.
9.16 Conflicts of Interest. No member, official or employee of the Agency shall have
any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or
employee participate in any decision relating to the Agreement which affects his personal
interests or the interests of any corporation, partnership or association in which he is directly or
indirectly interested.
9.17 Third Party Beneficiaries. With the exception of the provisions in Sections 2.7.5,
6.1, 8, 9.19, 9.20, and 9.21 which benefit, and are enforceable by, the City, there are no intended
third party beneficiaries to this Agreement.
9.18 Representations and Warranties.
9.18.1 Agency represents and warrants to Developer and Lessee that as of the
Effective Date of this Agreement, and subject to the disclosures set forth below in this
subsection: (i) Agency has all requisite right, power, legal capacity, and authority to enter into
and perform its obligations under this Agreement; (ii) any persons executing this Agreement on
behalf of Agency are authorized to do so; (iii) the execution of this Agreement by Agency does
not violate any provision of any other agreement to which Agency is a party; and (iv) except as
may be specifically set forth in this Agreement, no approvals or consents not heretofore obtained
by Agency are necessary in connection with the execution of this Agreement by Agency or with
the performance by Agency of its obligations hereunder. Agency hereby discloses to Developer
and Lessee that pursuant to draft legislation to implement a proposal made by the Governor of
the State of California on January 10, 2011, agreements entered into by redevelopment agencies
on and after January 1, 2011, may be subject to challenge for three years from the effective date
of the legislation, or approximately until June 30, 2014, should such legislation be adopted.
9.18.2 Developer represents and warrants to Agency that: (i) Developer has all
requisite right, power, legal capacity, and authority to enter into and perform its obligations (]
882/015610-0057 -zo- 1 n 9
2167420.1 a06/14/11
under this Agreement; (ii) any persons executing this Agreement on behalf of Developer are
authorized to do so; (iii) the execution of this Agreement by Developer does not violate any
provision of any other agreement to which Developer is a party; (iv) except as may be
specifically set forth in this Agreement, no approvals or consents not heretofore obtained by
Developer are necessary in connection with the execution of this Agreement by Developer or
with the performance by Developer of its obligations hereunder; (v) nothing in the Lease
Agreement, any of the Nissan Agreements, any of the Nissan Security Documents, or any other
agreement(s) prohibit Developer or Lessee from fully performing their obligations under this
Agreement; and (vi) there are no known breaches, violations, or defaults by either Developer or
Lessee of any term of the Lease Agreement, or any event or occurrence which, with the passage
of time, would result in a breach, violation, or default by either Developer or Lessee.
9.18.3 Lessee represents and warrants to Agency that: (i) Lessee has all requisite
right, power, legal capacity, and authority to enter into and perform its obligations under this
Agreement; (ii) any persons executing this Agreement on behalf of Lessee are authorized to do
so; (iii) the execution of this Agreement by Lessee does not violate any provision of any other
agreement to which Lessee is a party; (iv) except as may be specifically set forth in this
Agreement, no approvals or consents not heretofore obtained by Lessee are necessary in
connection with the execution of this Agreement by Lessee or with the performance by Lessee of
its obligations hereunder; (v) nothing in the Lease Agreement, any of the Nissan Agreements,
any of the Nissan Security Documents, or any other agreement(s) prohibit Developer or Lessee
from fully performing their obligations under this Agreement; and (vi) there are no known
breaches, violations, or defaults by either Developer or Lessee of any term of the Lease
Agreement, or any event or occurrence which, with the passage of time, would result in a breach,
violation, or default by either Developer or Lessee.
9.19 Assignment. Notwithstanding anything to the contrary herein, in the event the
Agency is deactivated or dissolved during the term of this Agreement, the City shall have the
right, in its sole and absolute discretion, to declare itself to be the successor to the Agency of this
Agreement; provided, however, that nothing herein shall require the City to make such
declaration or to assume Agency's obligations under this Agreement.
9.20 Covenant to Not Cause Violation of Statutes Relating to Relocation of Vehicle
Dealerships. From the Date of Agreement until the Operating Covenant Termination Date (as
defined in the Operating Covenant), neither Developer nor Lessee shall take any action that
would result in a violation by the Agency and/or City of California Government Code Section
53084 or Health & Safety Code Section 33426.7. Developer and Lessee further agree to
indemnify, defend, and hold harmless the Agency and City from and against any claims,
proceedings, losses, costs, or expenses incurred as a result of any such violation arising out of
actions by Developer and/or Lessee.
9.21 Covenant to Not Cause Violation of Statutes Relating to Direct Assistance by
Agency. Developer represents and warrants that it is using the Agency Loan for the sole and
exclusive purpose of causing the construction of the Project and for no other purpose and that the
Agency Loan shall not be used in a manner that would constitute a violation of Health & Safety
Code Section 33426.5. Developer finiher agrees to indemnify, defend, and hold harmless the
882/015610-0057 -21-
2167420.1 a06/14/11
Agency and City from and against any claims, proceedings, losses, costs, or expenses incurred as
a result of any such violation arising out of actions by Developer.
9.22 Nissan/Nissan NAI Consent. Developer shall provide written evidence from
Nissan and Nissan NAI that Nissan and Nissan NAI have approved the Project, including the
recordation of the Agency Deed of Trust and the Operating Covenant.
[Remainder of Page Left Blank; Signatures on Following Page]
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IN WITNESS WHEREOF, Agency, Developer, and Lessee each hereby represents that it
has read this Agreement, understands it, and hereby executes this Agreement to be effective as of
the day and year first written above.
"Developer"
MEGA DEALER, LLC, a California limited
liability company
By:
2011 Its:
"Lessee"
ROBERT N. LA TORRE, INC., a California
corporation
By:
2011 Its:
"Agency"
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and
politic
Date: 2011 By:
Executive Director
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Agency Counsel
112
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ATTACHMENT "1"
LEGAL DESCRIPTION OF SITE
PARCEL 2 OF PARCEL MAP 28525-1, AS SHOWN BY PARCEL MAP ON
FILE IN BOOK 193 PAGE(S) 85, 86 AND 87 OF PARCEL MAPS, RECORDS
OF RIVERSIDE COUNTY, CALIFORNIA.
ASSESSOR'S PARCEL NUMBER 600-020-018.
a 113
882/015610-0057
2167420.1 a06/14/11 ATTACHMENT 1
ATTACHMENT "2"
SCOPE OF DEVELOPMENT
The Project shall consist of Developer obtaining approval from Nissan and Nissan NAI to
upgrade and expand the existing Torre Nissan automobile dealership on the Site. The Project
shall include the following construction and related tasks:
a. Refurbish the facade and interior to incorporate the new Nissan corporate image
required by Nissan Motor Company's Nissan Retail Environmental Design Initiative program
design requests.
b. Add an additional, approximately11,377 square feet to the existing service and
parts areas to accommodate the display and servicing of a new line of electric automobiles (the
Nissan Leaf) and the servicing and new parts sales for heavy duty Nissan commercial vehicles.
114
882/015610-0057
2167420.1 a06n4n 1 ATTACHMENT 2
ATTACHMENT "3"
SCHEDULE OF PERFORMANCE
Item of Performance
Time for Completion
1.
Developer's execution and acknowledgement
Concurrently with Developer's execution of
of the Operating Covenant.
Agreement.
2.
Agency recordation of the Operating
Within five (5) days after Effective Date.
Covenant.
3.
Developer's preparation and submission of
During the week of September 19-23, 2011.
Developer Applications, including a complete
application for a Site Development Permit
(SDPA), which shall include:
• Detailed Site Plans
• Revised Site Plans
• Lighting Plans (photometric)
• "Conceptual" Landscaping Plans
• Preliminary Grading Plans
• "Conceptual" Floor Plans
• "Conceptual" Elevations
4.
Review of Developer Applications by
Agency will use reasonable efforts to cause such
applicable City departments and provision of
review, and to obtain and provide to Developer
any comments to Developer.
any comments, during the week of September 26-
30, 2011.
5.
Developer to revise and resubmit (as
During the week of October 10-14, 2011.
necessary to address City comments)
Developer Applications.
6.
Re -review of Developer Applications by
During the week of October 17-21, 2011.
applicable City departments and preparation
of conditions of approval.
7.
Architectural and Landscape Review
Agency will use reasonable efforts to cause such
Committee to review Developer Applications
review and comment, and shall use reasonable
and provide any comment; Agency prepares
efforts to cause City to prepare such report, during
staff report.
I the week of October 17-21, 2011.
882/015610-0057 ATTACHMENT 3, JI 115
2167420.1 a06/I4/II -1-
Item of Performance
Time for Completion
8.
Planning Commission hearing and
During the week of November 7-11, 2011.
consideration of Developer Applications.
9.
Developer's submission of application for
During the week of November 7-11, 2011.
building permits.
10.
Plan check review by applicable City
Agency will use reasonable efforts to cause such
departments and preparation of any
review, and to obtain and provide to Developer
corrections to Developer.
any corrections, during the week of November 14-
18, 2011.
11.
Developer to correct and resubmit (as
During the period of November 21-December 2,
necessary to address City commentsplans.
2011.
12.
Developer to submit to Agency proposed list
No later than November 14, 2011.
of Eligible Project Costs
13.
Review of Developer's proposed list of
Within 10 days after Agency's receipt.
Eli ible Project Costs by Agency
14.
Developer to revise and resubmit (if
Within 10 days after receipt of Agency comments.
necessary) and obtain Agency approval of list
of Eligible Project Costs
15.
Plan check re -review by applicable City
Agency will use reasonable efforts to cause such
departments; Developer obtains issuance of
re -review and the issuance of building permits (if
building permits (if Developer entitled to
Developer is entitled to issuance) during the week
issuance).
of December 5-December 9, 2011.
16.
Developer constructs Project.
During the period of December 5, 2011—April 5,
2012.
17.
Developer obtains certificate of occupancy for
During the week of April 5-9, 2012.
Project.
This Schedule of Performance represents the parties' target dates. However, subject to Section
2.4 of the Agreement, this Schedule of Performance may be adjusted by the Agency Executive
Director so long as Developer moves the Project forward and obtains a certificate of occupancy
for the Project by no later than twelve (12) months from the Effective Date. This Schedule of
Performance does not include the time of performance for all obligations arising under the
Agreement; rather this schedule focuses only on the development schedule of the Project. The
parties are referred to the Agreement for the total description of the parties' obligations and times
for performance of matters not identified in this Schedule. The Developer understands that
obligations contained in the Agreement may be conditions precedent to the Agency's obligations
under this schedule.
Nothing herein shall be construed to limit the City's legislative authority, which City may
exercise, in City's sole and absolute discretion. In all cases where City action is required,
ATTACHMENT 3 p 116
882/015610-0057
2167420.1 a06/14/11 -2-
Agency shall use reasonable efforts to cause City to take such action in the time prescribed
herein.
ATTACHMENT 3
882/015610-0057
2167420.1 a06/14/11 -3-
ill
ATTACHMENT "4"
RELEASE OF CONSTRUCTION COVENANTS
[See Following Document]
2167420.1aoon ATTACHMENT 4
2167420.1 a06/ld/11
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Mega Dealer, LLC
c/o Torre Nissan
79-125 Highway 111
La Quinta, CA 92253
Attention: Mr. Jorge Velarde
[Space above for Recorder. ]This document is exempt from 1he payment of arecording fee
pursuant to Government Code Seclon 27383.
RELEASE OF CONSTRUCTION COVENANTS
This RELEASE OF CONSTRUCTION COVENANTS (the "Release") is made by the
LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (the
"Agency"), in favor of MEGA DEALER, LLC, a California limited liability company (the
"Developer"), as of the date set forth below.
RECITALS
A. The Agency and Developer have entered into that certain Owner Participation
Agreement (the "OPA") dated 2011 concerning the redevelopment of certain real
property situated in the City of La Quinta, California, as more fully described in Exhibit "A"
attached hereto and made a part hereof (the "Site").
B. As referenced in Section 2.8 of the OPA, the Agency is authorized and required to
furnish the Developer or its successors with a Release of Construction Covenants upon
completion of construction of the "Project" (as defined in the OPA), which Release is required to
be in such form as to permit it to be recorded in the Recorder's office of Riverside County. This
Release is conclusive determination of satisfactory completion of the construction and
development of the Project.
C. The Agency has conclusively determined that construction and development of
the Project has been satisfactorily completed.
NOW, THEREFORE, the Agency hereby certifies as follows:
1. The Project to be constructed by the Developer has been satisfactorily completed
in accordance with the provisions of said OPA.
2. This Release of Construction Covenants shall not constitute evidence of
compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage or
any insurer of a mortgage, securing money loaned to finance the Project or any part thereof.
3. This Release of Construction Covenants is the release of construction covenants
referred to in, and satisfies the requirements of, Section 2.8 of the OPA for construction of the
Project.
882/015610-005719
2167420.1 a06/14/11 -t _
4. This Release of Construction Covenants is not a Notice of Completion as referred
to in California Civil Code Section 3093.
5. Except as stated herein, nothing contained in this instrument shall modify in any
way any other provisions of the OPA or any other provisions any other documents executed
pursuant to the OPA, all of which shall remain enforceable according to their terms of the
documents incorporated therein.
BY WITNESS WHEREOF, the Agency and the Developer have signed this Release of
Construction Covenants as of the respective dates set forth below.
"Developer"
MEGA DEALER, LLC, a California limited
liability company
Date: 2011 By:
Its:
"Agency"
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and
politic
2011
By:
Executive Director
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Agency Counsel
`a 120
882/015610-0057
2167420.1 a06/14/11 'z'
State of California
County of Riverside
On , before me,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
State of California
County of Riverside
On
before me,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
892/015610-0057 A 121
2167420.1 aO6/14/I1 "j'
EXHIBIT "A"
LEGAL DESCRIPTION OF SITE
All that property located in the City of La Quinta, County of Riverside, State of
California, described as follows:
PARCEL 2 OF PARCEL MAP 28525-1, AS SHOWN BY PARCEL MAP ON
FILE IN BOOK 193 PAGE(S) 85, 86 AND 87 OF PARCEL MAPS, RECORDS
OF RIVERSIDE COUNTY, CALIFORNIA.
ASSESSOR'S PARCEL NUMBER 600-020-018.
-.,IV —
882/015610-0057
2167420.1 a06/14/11
122
ATTACHMENT "5"
LIST OF ELIGIBLE COSTS
[To be inserted pursuant to Section 3.1 after Developer submits to Agency's Executive Director
and Agency's Executive Director approves the same]
882/015610-0057 ATTACHMENT 5 1
2167420.1 a06/14/I1
ATTACHMENT "6"
PROMISSORY NOTE
[See Following Document]
882/015610-0057 ATTACHMENT 6 �' 4
2167420.1 a06114/I1
PROMISSORY NOTE SECURED BY DEED OF TRUST WITH
ASSIGNMENT OF RENTS AND RIDER ATTACHED HERETO
2011 ("Note Date")
FOR VALUE RECEIVED, the undersigned, MEGA DEALER, LLC, a California limited
liability company, hereinafter referred to as "Borrower," promises to pay to the LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic, hereinafter referred to as
"Agency," so much principal as may be outstanding in accordance with the terms of this Note,
not exceeding ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), plus
accrued interest on the unpaid principal, plus such other costs, charges, and fees which may be
owing from time to time, all subject to the terms, conditions, and provisions hereinafter set forth.
Reference is made to:
(i) The Redevelopment Plan for Project Area 2, which is incorporated herein by
reference as though fully set forth.
(ii) That certain Owner Participation Agreement by and Borrower, Robert N. La
Torre, Inc., a California limited liability company ("LaTorre") and Agency, dated on or about
June , 2011 ("OPA") which sets forth terms and conditions for Borrower's redevelopment of
a site within the Project Area and the City of La Quinta addressed as 79125 Highway 111, as
more particularly described in the legal description attached as Attachment 1 to the OPA (the
"Site"). The OPA is incorporated herein by reference as though fully set forth herein.
(iii) That certain Operating Covenant in the form attached to the OPA as Attachment 8
to be executed by and among Agency, Borrower, and La Torre concurrently with the execution
hereof and recorded against the Site (the "Operating Covenant"). The Operating Covenant is
incorporated herein by this reference as though fully set forth herein.
(iv) That certain Deed of Trust With Assignment of Rents and Rider Attached Hereto
in the form attached to the OPA as Attachment 7 to be executed by Borrower concurrently with
the execution hereof and recorded against the Site (the "Deed of Trust"). The Deed of Trust is
incorporated herein by this reference as though fully set forth herein. The Deed of Trust will
secure Borrower's repayment of the "Agency Loan" (as defined in Section 1 below).
1. Princival Amount, Interest Amount. The principal amount of the
Agency's loan to Borrower (the "Agency Loan") is up to ONE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($1,500,000) ("Loan Amount"), which Agency shall disburse to
Borrower in accordance with the provisions of Section 3 of the OPA. Interest shall accrue on the
outstanding principal balance at the 1-year LIBOR Rate, adjusted annually, on each June 30 (or,
if June 30 is not a business day, on the first business day thereafter) during the term hereof.
Interest shall accrue as set forth in Paragraph 4 in the event of a Borrower default.
2. Term of Note. Subject to the provisions of Paragraph 3 herein which
provide for acceleration of the then outstanding principal and accrued interest and immediate
882/015610-0057
2167420.1 a06/14111. ti 125
payment thereof in the event of a default by Borrower, the term of this Note shall commence on
the date hereof and continue until the date the Operating Covenant terminates.
3. Repayment. Within one hundred twenty (120) days after the end of each
of the ten (10) fiscal years commencing with the July 1, 2012-June 30, 2013 fiscal year, each of
which fiscal year shall be referred to herein as an "Operating Year," Agency shall forgive first
accrued interest, and then principal, on the Agency Loan, in an amount equal to the "Site Taxes"
(as that term is defined below) generated on the Site during the applicable Operating Year. In
addition, upon expiration or earlier termination of the Operating Covenant, the outstanding
balance owed on the Agency Loan shall be forgiven, and this Note shall be cancelled. As used
herein, the term "Site Taxes" shall mean the sum of (i) the "Net Sales Taxes From the Site," and
(ii) the "Net Property Tax Increment From the Site" (all as defined below).
a. As used herein, the term "Net Sales Taxes From the site" shall
mean "New Sales Taxes From the Site" (as defined below) less "Old Sales Taxes From the Site"
(as defined below). As used herein, "New Sales Taxes From the Site" means the amount equal
to the sales and use taxes that are generated from sales occurring on the Site on which sales or
use taxes are imposed pursuant to applicable to California law in each Operating Year which are
actually received from the City from the State Board of Equalization. As used herein, "Old Sales
Taxes From the Site" means the amount of sales and use taxes that were generated from sales
occurring on the Site on which sales or use taxes are imposed pursuant to applicable to California
law in the July 1, 2011 to June 30, 2012 fiscal year.
(i) Borrower shall timely report, and shall cause its tenants (if
any) to report, all sales and use taxes from the Site to the State Board of Equalization in
accordance with the laws, rules, and regulations applicable to such reporting.
(ii) Net Sales Taxes From the Site shall be deemed to have
been paid by the State Board of Equalization to the City if and to the extent the State Board of
Equalization elects to offset the payment of any such Sales Taxes From the Site against any other
obligation of the City.
(iii) Borrower acknowledges that the State Board of
Equalization makes payments to the City based on both actual and anticipated sales and use tax
revenues and that the State Board of Equalization makes periodic reconciliations. The
determination of Net Sales Taxes From the Site for any annual, quarterly, or other period shall be
subject to the timing and reconciliation process related to the processing by the State Board of
Equalization of payments of such Net Sales Taxes From the Site to the City. Any adjustments
resulting from any interim or estimated determination of Net Sales Taxes From the Site for any
annual, quarterly, or other period shall be reconciled by the parties as soon as practicable without
inclusion of, or any obligation to pay, interest.
(iv) Net Sales Taxes From the Site shall be determined based on
actual amounts received by the City based only on the City's share of the State sales and use tax
applicable to the Site (which, as of the Effective Date, is 1% of the taxable amount). Net Sales
Taxes From the Site shall not include amounts paid to the City by the State Board of
Equalization derived from any sales tax overrides or special tax amounts received by the City,
, a 126
882/015610-0057 -2-
2167420.1 a06/14/11
nor shall include any administrative fees or charges imposed by the State Board of Equalization
that reduce the actual amounts of sales and use taxes received by the City.
(v) Borrower shall, and shall cause its tenants (if any) to, keep
full and accurate books of account, records, and other pertinent data showing all gross income
earned upon the Site that is reportable for California sales and use tax purposes, including all
documents required to be maintained by the State of California for sales and use tax purposes.
(vi) Borrower shall furnish, and shall cause its tenants (if any)
to furnish, to Agency true and correct photocopies of its quarterly California sales and use tax
returns at the time each is filed with the State of California, together with a copy of all checks or
wire transfers or other forms of transfer of funds sent for such payment of sales and use taxes.
b. As used herein, the term "Net Property Tax Increment From the
Site" shall mean "New Gross Property Tax Increment From the Site" (as defined below) less
"Old Gross Property Tax Increment From the Site" (as defined below). As used herein, New
Gross Property Tax Increment From the Site means the amount equal to the property tax
increment pursuant to Health and Safety Code Section 33670(b) that was allocated to, paid to
and received by the Agency by reason of Borrower's ownership of the Site in each Operating
Year. As used herein, "Old Gross Property Tax Increment From the Site" means the amount of
gross tax increment pursuant to Health and Safety Code Section 33670(b) attributable to the Site
that was allocated to, paid to and received by the Agency in the July 1, 2011-June 30, 2012 fiscal
year. Borrower and Agency hereby acknowledge that the assessed value of the Site in the July 1,
2010-June 30, 2011 fiscal year was Three Million Two Hundred Sixty -Eight Thousand Five
Hundred Forty -Three Dollars ($3,268,543.
In connection therewith, Borrower covenants to pay, prior to delinquency, all real
property taxes and assessments that are levied on or against the Site.
C. Borrower shall have the right to prepay all or any portion of this
Note at any time without penalty.
3. Default; Acceleration; Cross -Default. In the event Borrower is in default
of any of the covenants, terms, or provisions of this Note, the Deed of Trust, the OPA, or the
Operating Covenant, and Borrower fails to timely cure such default under the terms of the
applicable agreement, it being understood and agreed by Borrower that a default of this Note, or
of the Deed of Trust, or of the OPA, or of the Operating Covenant, shall be a default of all of the
foregoing listed documents, then Borrower shall be in default of this Note and the Loan Amount
and all accrued interest thereon (less the amount of Site Taxes generated prior to such time) shall
become immediately due and payable. The rate of interest applicable to periods of default for
the defaults set forth in this Paragraph 3 shall be calculated at the lesser of ten percent (10%) per
annum or the maximum legal rate, and shall accrue as of the date such payment was originally
due.
4. Additional Terms.
a. All payments shall be first credited to accrued interest, next to
costs, charges, and fees which may be owing from time to time, and then to principal. All
882/0156104057 -3-
2167420.1 a06/14/11 127
payment shall be made in lawful money of the United States. Payments shall be made to Agency
at the address set forth in Paragraph 7 herein or at such other address as Agency or the holder of
this Note may direct pursuant to notice delivered to Borrower in accordance with Paragraph 7.
b. Borrower agrees to pay the following costs, expenses, and
reasonable attorney's fees paid or incurred by Agency, or adjudged by the court, in the collection
of amounts in default or other costs incurred as a result of a default by Borrower: (i) reasonable
costs of collections, costs and expenses and attorney's fees paid or incurred in connection with
the collection or enforcement of this Note, whether or not suit is filed, and (ii) costs of suit and
such sums as the court may adjudge as attorney's fees in any action to enforce payment of this
Note or any part of it if Agency prevails in such suit.
5. Nonassumability. This Note shall not be assumable without the prior,
express, written consent of Agency's Executive Director, which shall not be unreasonably
withheld or delayed.
6. Presentment, Etc. Notwithstanding any other provision herein to the
contrary, to the extent permitted by law Borrower hereby waives the following: (a) notice of
default or delinquency, (b) notice of acceleration, (c) notice of nonpayment, (d) notice of costs,
expenses and losses and interest thereon, (e) notice of interest on interest and late charges, (f)
diligence in taking any action to collect any sums owing under this Note or in proceeding against
any of the rights and presentment for payment, demand, protest, and notices of dishonor and/or
protest; (g) the benefits of all waivable exemptions; and (h) all defenses and pleas on the grounds
of any extension or extensions of the time of payment or of any due date under this Note, in
whole or in part, whether before or after maturity and with or without notice.
7. Notices. Any notices required by law or this Note shall be given either by
(i) personal service, (ii) delivery by reputable document delivery service such as Federal Express
that provides a receipt showing date and time of delivery, or (iii) mailing in the United States
mail, certified mail, postage prepaid, return receipt requested.
To Agency: Notices Delivered by U.S. Mail:
La Quinta Redevelopment Agency
P.O. Box 1504
La Quinta, CA 92247
Phone No.: 760-777-7031
Facsimile No.: 760-777-7101
Attention: Executive Director
Notices Delivered Personally or by Courier:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, California 92253
Phone No.: 760-777-7031
Facsimile No.: 760-777-7101
Attention: Executive Director
882/015610-0057 -4- b( ^
2167420.1 a06/14/I1 1 L
With a copy to: Rutan & Tucker, LLP.
611 Anton, Suite 1400
Costa Mesa, CA 92626
Phone No.: 714-641-5100
Facsimile No.: 714-546-9035
Attention: M. Katherine Jenson, Esq.
To Borrower: Mega Dealer, LLC
c/o Torre Nissan
79-125 Highway 111
La Quinta, CA 92253
Phone No.:
Facsimile No.: 760-777-8030
Attention: Mr. Jorge Velarde
With a copy to:
Phone No.:
Facsimile No.:
Attention:
Notices personally delivered or delivered by document delivery service shall be deemed effective
upon receipt. Notices mailed shall be deemed effective on the second business day following
deposit in the United States mail. Either party may designate that notices be sent to other or
additional addresses by complying with the requirements of this section.
8. Litigation. This Note shall be governed by and construed under the
internal laws of the State of California without regard to conflicts of law. The parties agree that
in any litigation between the parties arising out of this Note, the Superior Court of the State of
California in and for the County of Riverside shall have exclusive jurisdiction. The prevailing
party in any litigation between the parties arising out of or connected to this Note, in addition to
whatever other relief to which the prevailing parry is entitled, shall also be entitled to reasonable
attorney's fees, including fees and costs for discovery, and any fees and costs for appeal. In the
event of such legal action, service of process on Agency shall be made in such manner as
provided by law for service on a California public entity; service of process on Borrower shall be
made in such manner as may be provided for by law, and shall be valid whether made within or
without the State of California.
9. Waiver. No waiver of any breach, default, or failure of condition under
the terms of this Note, or the obligations secured hereby, shall be implied from any failure of
Agency to take, or any delay by the Agency in taking, action with respect to such breach, default,
or failure from any previous waiver or any similar or unrelated breach, default, or failure; and a
waiver of any term of this Note must be made in writing and shall be limited to the express
written terms of such waiver.
882/015610-0057
2167420.1 a06/14/11 129
10. Time of Essence. Time is of the essence in this Note.
11. Severability. In the event that any term or provision of this Note is held to
be unenforceable, the remainder of this Note shall remain in full force and effect to the fullest
extent without inclusion of the unenforceable tern or provision.
12. Interpretation. In the event of any conflict between this Note and the
OPA, this Note shall apply. The terms of this Note shall be construed in accordance with the
meaning of the language used and shall not be construed for or against either party by reason of
the authorship of this Note or any other rule of construction which might otherwise apply. The
paragraph headings are for purposes of convenience only, and shall not be construed to limit or
extend the meaning of this Note.
13. Security for Note. This Note shall be secured by the Deed of Trust.
14. Assignment. Agency, at its option, may assign its right to receive
payment under this Note without obtaining the consent of the Borrower or the holder or
beneficiary of the lien of any deed of trust or other security instrument, whether recorded or
unrecorded. Borrower shall not be permitted to assign or transfer this Note or any portion
thereof without the prior express written consent of the Agency Executive Director, which shall
not be unreasonably withheld or delayed.
[signatures on next page]
882/015610-0057 -6-
2167420.1 a06/14111 -0 130
IN WITNESS WHEREOF, Borrower has executed this Note as of the Note Date.
"Borrower"
MEGA DEALER, LLC, a California limited
liability company
Date: 2011 By:
Its:
882/015610-0057 -7- 11 131
2167420.1 a06/14/11
ATTACHMENT"T'
DEED OF TRUST WITH ASSIGNMENT OF RENTS
AND RIDER ATTACHED HERETO
[See Following Document]
882/015610-O057 ATTACHMENT 7 y 132
2167420.1 a06/14/11
Recording Requested by and
When recorded mail to:
La Quinta Redevelopment Agency
P.O. Box 1504
La Quinta, CA 92247
Attn: Executive Director
SPACE ABOVE THIS LINE FOR RECORDER'S USE
EXEMPT FROM RECORDING FEE PER GOV. CODE SECTION 27383
DEED OF TRUST WITH ASSIGNMENT OF RENTS AND
RIDER ATTACHED HERETO
NOTE: RIDER ATTACHED TO THIS DEED OF TRUST
This DEED OF TRUST WITH ASSIGNMENT OF RENTS AND RIDER ATTACHED
HERETO ("Deed of Trust"), is made , 2011, between MEGA
DEALER, LLC, a California limited liability company, herein called TRUSTOR, whose address
79-125 Highway 111, La Quinta, CA 92253, a corporation, herein
called TRUSTEE, whose address is , and
LA QUINTA REDEVELOPMENT AGENCY, 78-495 Calle Tampico, La Quinta, California
92253, a public body, corporate and politic, herein called BENEFICIARY.
WITNESSETH: That Trustor grants to Trustee in trust, with power of sale, Trustor's fee
interest in that property in the City of La Quinta, County of Riverside, State of California,
described as:
PARCEL 2 OF PARCEL MAP 28525-1, AS SHOWN BY PARCEL MAP ON
FILE IN BOOK 193 PAGE(S) 85, 86 AND 87 OF PARCEL MAPS, RECORDS
OF RIVERSIDE COUNTY, CALIFORNIA.
ASSESSOR'S PARCEL NUMBER 600-020-018.
together with the rents, issues and profits thereof, subject, however, to the right, power and
authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents,
issues and profits for the purpose of securing (1) payment of the sum of up to ONE MILLION
FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) with interest thereon according to the
terms of a promissory note or notes of even date herewith made by Trustor, payable to order of
Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of
Trustor incorporated by reference or contained herein; and (3) payment of additional sums and
interest thereon which may hereafter be loaned to Trustor, or its successors or assigns, when
evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.
To protect the security of this Deed of Trust, and with respect to the Property above described,
Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be
bound by each and all of the terms and provisions set forth in subdivision A, and it is mutually
agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious
882/015610-0057 -1- 133
2167420.1 a06/14/11
deed of trust recorded in Orange County August 17, 1964, and in all other counties August 18,
1964, in the book and at the page of Official Records in the office of the county recorder of the
county where said property is located, noted below opposite the name of such county, namely:
COUNTY
BOOK
PAGE
COUNTY
BOOK
PAGE
COUNTY
BOOK
PAGE
COUNTY
BOOK
PAGE
Alameda
1288
556
Kings
858
713
Placer
1028
379
Sierra
38
187
Alpine
3
130-31
Lake
437
110
Plumes
166
1307
Sis ou
506
762
Amador
133
438
Lassen
192
367
Riverside
3778
347
Solano
1287
621
Butte
1330
513
Los Angeles
T-3878
874
Sacramento
5039
124
Sonoma
2067
427
Calaveras
185
338
Madera
911
136
San Benito
300
405
Stanislaus
1970
56
Colusa
323
391
Marin
1849
122
San Bernardino
6213
76B
Sutter
655
585
Contra Costa
4684
1
MadPDSa
90
453
San Francisco
A 804
596
Tehama
457
183
Del Norte
101
549
Mendocino
667
99
San Joaquin
2855
283
Trinity
108
595
El Dorado
1704
1635
Merced
11660 J753
San Luis Obispo
1311
137
Tulare
2530
1108
Fresno
5052
1623
191
93
San Mateo
4778
175
Tuolumne
177
160
Glenn
469
76
69
302
Santa Barbara
2065
881
Ventura
2607
237
Humboldt
801
83
Monterey
357
239
Santa Clara
6626
664
Yob
769
16
Imperial
1189
701
gNevada
704
742
Santa Cruz
1638
607
Yuba
398
693
In o
165
672
363
94
Shasta
800
633
Kem
3756
690
7182
18
San D' o
SERIES 5 Book 1964,
Page 149774
shall inure to and bind the parties hereto, with respect to the property above described. Said
agreements, terms and provisions contained in said subdivisions A and B (identical in all
counties, and printed on pages 3 and 4 hereof) are by the within reference thereto, incorporated
herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length
herein, and Beneficiary may charge for a statement regarding the obligation secured hereby,
provided the charge therefor does not exceed the maximum allowed by law.
The undersigned Trustor, requests that a copy of any notice of default and any notice of sale
hereunder be mailed to him at his address hereinbefore set forth.
882/015610-0057 _2_ U 134
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DO NOT RECORD
The following is a copy of Subdivisions A and B of the fictitious Deed of Trust recorded in each worry in California as stated in the
foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being apart thereof as if set forth at length therein.
A. To protect the security of this Deed ofTrust, Truster agrees:
1) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore
promptly and in a good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all
claims for labor performed and materials furnished therefor, to comply with all laws affecting said property or requiring any alterations or
improvements to be made thereon; not to commit or permit waste thereof, not to commit, suffer or permit any act upon said property in violation
of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably
necessary, the specific enumerations herein not excluding the general.
2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The
amount wllected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order
as Beneficiary may determine, or at the option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such
application or release shall not mre or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
3) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of
Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such
action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed.
4) To pay: at least ten (10) days before delinquency all taxes and assessments affecting said property, including assessments
on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be
prior or superior hereto; all costs, fees and expenses of this Trust.
Should Truster fail to make any payment or to do any act as herein provided, then Beneficiary of Trustee, but without obligation so to
do and without notice to or demand upon Truster and without releasing Trustor from any obligation hereof, may: make or do the same is such
manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said
property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of
Beneficiary or Trustee; pay, purchase, contest or compromise army encumbrance, charge or lien which in the judgment of either appears to be prior
or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from the date of
expenditure at the amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof
regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when
said statement is demanded.
B. It is mutually agreed:
I) That any award in connection with any condemnation for public use of or injury to said property or any part thereof is
hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same
effect as above provided for disposition of proceeds of fire or other insurance.
2) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to
require prompt payment when due of all other sums so seemed or to declare default for failure so to pay.
3) That at any time or from time to time, without Iiabiltry therefor and without notice, upon written request of Beneficiary and
presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the
indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof; join in granting
any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof.
4) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this
Deed and said note to Trustee for cancellation and retention or other disposition as Trustee in its sole discretionmay choose and upon payment of
its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts
shall be conclusive proof of the truthfulness thereof. The Grantee in such reconveyance may be described as `the person or persons legally
entitled thereto."
5) That as additional security, Truster hereby gives to and confers upon Beneficiary the right, power and authority, during the
continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by
Trustor in payment of any indebtedness secured hereby or in the performance of any agreement hereunder, to collect and retain such rents, issues
and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or be
a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take
possession of said property or any part thereof, in his own time sue for or otherwise collect such rents, issues, and profits, including those past
due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any
882/015610-0057 -3_ " 135
2167420.1 a06/14/11
indebtedness seemed hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the
collecting of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default
hereunder or invalidate any net done pursuant to such notice.
6) That upon default by Trustor in payment of any indebtedness secured hereby or in the performance of any agreement
hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default
and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed
for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale
having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said
notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in
lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public
announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed
by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or
warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof Any person,
including Trustor, Trustee, or Beneficiary as hereinafter defined may purchase at such sale.
After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale,
Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the
amount allowed by law in effect at the date hereof, all other sums then secured hereby; and the remainder, if any, to the person or persons legally
entitled thereto. '
7) Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in
writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument executed by the Beneficiary and
duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated shall be conclusive proof of
proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Tmstee predecessor, succeed to all its title,
estate, rights, powers and duties. Said instrument must contain the time of the original Trustor, Trustee and Beneficiary hereunder, the book and
page where this Deed is recordedand the time and address of the new Trustee.
8) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, adirinistrators,
executors, successors and assigns. The tern Beneficiary shall mean the owner and holder, including pledgees, of the note secured hereby,
whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or
neuter, and the singular number includes the plural.
9) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by
law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which
Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.
882/015610-0057 -4- " 136
2167420.1 a06/14/11
SEE RIDER ATTACHED TO THIS DEED OF TRUST
"Trustor"
MEGA DEALER, LLC, a California limited
liability company
Date: 2011 By:
Its:
882/015610-0057
2167420.1 a06/14/11 137
State of California )
County of )
On before me, Notary Public,
(here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal
(seal)
882/015610-0057 -6- q 138
2167420.1 a06/14/11
DO NOT RECORD
REQUEST FOR FULL RECONVEYANCE
TO ,TRUSTEE:
The undersigned is the legal owner and holder of the note or notes and of all indebtedness secured by the foregoing Deed of Trust.
Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby
requested and directed, on payment to you of any sums owing to you under the terms of said Deed of Trust, to cancel said note or notes above
mentioned, an all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust,
and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.
Please mail Deed of Tmst,
Note and Reconveyance to
Do Not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must be delivered to the Trustee for cancellation before
reconveyance will be made.
882/015610-0057 -7- t 139
2167420.1 a06/14/11'
RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS
This RIDER TO DEED OF TRUST WITH ASSIGNMENT OF RENTS ("Rider") is
entered into this _ day of , 2011, by and between MEGA DEALER,
LLC, a California limited liability company, herein "Trustor," herein "Trustee," and LA
QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, herein
"Beneficiary," the same parties to that certain form Deed of Trust With Assignment of Rents and
Rider Attached Hereto, of even date hereto, to which this Rider is attached. This Rider is made a
part of and is incorporated into the form Deed of Trust. This Rider shall supersede any
conflicting term or provision of the form Deed of Trust to which it is attached.
Reference is made to:
a. The Owner Participation Agreement by and among Trustor as
"Developer," Robert N. La Torre, Inc., a California corporation ("La Torre") as "Lessee"), and
Beneficiary as "Agency" dated on or about 2011 (the "OPA")
which sets forth terms and conditions for Borrower's redevelopment of the real property legally
described in Exhibit "A" to this Deed of Trust ("Property");
b. The Promissory Note of even date herewith, in the Principal amount of up
to One Million Five Hundred Thousand Dollars ($1,500,000), with Trustor as "Borrower" and
Beneficiary as "Agency" or "Lender" ("Note"), which Notes is secured by this Deed of Trust.
The parties hereto agree:
C. The Operating Covenant of even date herewith with Trustor as
"Developer," La Torre as "Lessee," and Beneficiary as "Agency" (the "Operating Covenant")
which sets forth La Torre's obligations to ensure the continuous operation of the Torre Nissan
automobile dealership on the Property for a period of ten (10) years after completion of Trustor's
redevelopment of the Property.
1. Obligations Secured. Trustor makes this grant and assignment for the purpose of
securing the following obligations ("Secured Obligations"):
a. Payment to Beneficiary of all indebtedness at any time owing under the
terms of the Note;
Trust;
b. Payment and performance of all obligations of Trustor under this Deed of
C. Payment and performance of all obligations of Trustor under the OPA;
d. Payment and performance of all future advances and other obligations of
Trustor or any other person, firm, or entity with the approval of Trustor, may agree to pay and/or
perform (whether as principal, surety or guarantor) for the benefit of Beneficiary, when the
obligation is evidenced by a writing which recites that it is secured by this Deed of Trust; and
e. All modifications, extensions and renewals of any of the obligations
secured hereby, however evidenced.
882/015610-0057 0 140
2167420.1 a06/14/11 - -$'
2. Obligations. The term "obligations" is used herein in its broadest and most
comprehensive sense and shall be deemed to include, without limitation, all interest and charges,
prepayment charges, late charges and fees at any time accruing or assessed on any of the Secured
Obligations.
3. Incorporation. All terms of the Secured Obligations are incorporated herein by
this reference. All persons who may have or acquire an interest in the Property shall be deemed
to have notice of the terms of the Secured Obligations and to have notice that, if provided
therein, the Note or the OPA may permit borrowing, repayment and re -borrowing.
4. Mortgagee -in -Possession. Neither the assignment of rents set forth in the Deed of
Trust nor the exercise by Beneficiary of any of its rights or remedies hereunder shall be deemed
to make Beneficiary a "mortgagee -in -possession" or otherwise liable in any manner with respect
to the Property, unless Beneficiary, in person or by agent, assumes actual possession thereof.
Nor shall appointment of a receiver for the Property by any court at the request of Beneficiary or
by agreement with Trustor, or the entering into possession of the Property by such receiver, be
deemed to make Beneficiary a "mortgagee -in -possession" or otherwise liable in any manner with
respect to the Property.
5. No Cure. In the event Beneficiary collects and receives any rents under the Deed
of Trust upon any default hereof, such collection or receipt shall in no way constitute a curing of
the default.
6. Possession Upon Default. Upon the occurrence of a default, Beneficiary may, at
its option, without any action on its part being required and without in any way waiving such
default, take possession of the Property and have, hold, manage, lease and operate the same, on
such terms and for such period of time as Beneficiary may deem proper, and may collect and
receive all rents and profits, with full power to make, from time to time, all alterations,
renovations, repairs or replacements thereto as may seem proper to Beneficiary, and to apply
such rents and profits to the payment of (a) the cost of all such alterations, renovations, repairs
and replacements, and all costs and expenses incident to taking and retaining possession of the
Property, and the management and operation thereof, and keeping the same properly insured; (b)
all taxes, charges, claims, assessments, and any other liens which may be prior in lien or payment
of the Note, and premiums for insurance, with interest on all such items; and (c) the indebtedness
secured hereby, together with all costs and attorney's fees, in such order or priority as to any of
such items as Beneficiary in its sole discretion may determine, any statute, law, custom or use to
the contrary notwithstanding. Any amounts received by Beneficiary or its agents in the
performance of any acts prohibited by the terms of this assignment, including, but not limited to,
any amounts received in connection with any cancellation, modification or amendment of any
lease prohibited by the terms of this assignment and any rents and profits received by Trustor
after the occurrence of a default shall be held by Trustor as trustee for Beneficiary and all such
amounts shall be accounted for to Beneficiary and shall not be commingled with other funds of
the Trustor. Any person receiving any portion of such trust funds shall receive the same in trust
for Beneficiary as if such person had actual or constructive notice that such funds were
impressed with a trust in accordance therewith.
7. Receiver. In addition to any and all other remedies of Beneficiary set forth under
this Deed of Trust or permitted at law or in equity, if a default shall have occurred, Beneficiary,
882/015610-0057 _9_ t 1 41
2167420.1 a06/14/11
to the extent permitted by law and without regard to the value, adequacy or occupancy of the
security for the Note and other sums secured hereby, shall be entitled as a matter of right if it so
elects to the appointment of a receiver to enter upon and take possession of the Property and to
collect all rents and profits and apply the same as the court may direct, and such receiver may be
appointed by any court of competent jurisdiction by ex parte application and without notice,
notice of hearing being hereby expressly waived. The expenses, including receiver's fees,
attorneys' fees, costs and agent's compensation, incurred pursuant to the power herein contained
shall be secured by this Deed of Trust.
8. Subordination. The Beneficiary acknowledges and agrees that the this Deed of
Trust is and shall be subject and subordinate to (a) that certain deed of trust in the original
amount of $3,420,000 in favor of Nissan Motor Acceptance Corporation ("Nissan"), recorded in
the Riverside County Official Records on June 30, 2004 as Instrument No. 2004-0508929, (b)
that certain deed of trust in the original amount of $4,585,000 in favor of Nissan, recorded in the
Riverside County Official Records on March 30, 2007, as Instrument No. 2007-0228822, and (c)
that certain Financing Statement in favor of Nissan executed in connection with the obligation
secured by the deed of trust described in clause (a) above, recorded in the Riverside County
Official Records on June 30, 2004 as Instrument No. 2004-0508930, as amended by Instrument
No. 2006-0695012, and to all renewals, modifications, consolidations, replacements, and
extensions of the deeds of trust described in clauses (a) and (b) above, provided the maximum
cumulative principal amount of the loan secured by any such renewal, modification,
consolidation, replacement, or extension, when added to the outstanding principal balance due
under the Note, shall not exceed ninety percent (90%) of the lender's appraised value of the
Property upon completion of the rehabilitation project required under the OPA, which amount
shall be verified in writing to Beneficiary's Executive Director's reasonable satisfaction. In
addition, notwithstanding anything herein to the contrary, Beneficiary agrees to subordinate this
Deed of Trust to any subsequent deed of trust recorded against the Property relating to any take-
out or permanent financing or refinancing thereof obtained by Trustor, provided the maximum
cumulative principal amount secured by any such take-out or permanent financing, when added
to the outstanding principal balance due under the Note, shall not exceed ninety percent (90%) of
the lender's appraised value of the Property.
9. Notice to Beneficiary. Notices to Beneficiary shall be sent to Beneficiary
addressed to:
To Agency: Notices Delivered by U.S. Mail:
La Quinta Redevelopment Agency
P.O. Box 1504
La Quinta, CA 92247
Phone No.: 760-777-7031
Facsimile No.: 760-777-7101
Attention: Executive Director
21674 0.1 aG6/1
142
zlc7azo.1 aoenan 1 -t 0-
Notices Delivered Personally or by Courier:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, California 92253
Phone No.: 760-777-7031.
Facsimile No.: 760-777-7101
Attention: Executive Director
[signatures on next page]
143
882/015610-0057
2167420.1 a06114/11 -t t-
IN WITNESS WHEREOF, Trustor has executed this Rider on the date of Trustor's
acknowledgment hereinbelow, to be effective for all purposes as of the day and year first set
forth above.
"Trustor"
MEGA DEALER, LLC, a California limited
liability company
Date: 12011 By:
Its:
882/015610-0057 1 1 4 4
2167420.1 a06/14/11 -t2-
State of California )
County of )
On , before me,
Notary Public,
(here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(seal)
882/015610-0057 _lj- 1
145
2167420.1 a06/14/11
ATTACHMENT "8"
OPERATING COVENANT
[See Following Document]
882/015610-0057 M 146
2167420.1 a06/14/11 ATTACHMENT 8
RECORDING REQUESTED BY AND
When Recorded Mail to:
La Quinta Redevelopment Agency
P.O. Box 1504 Calle Tampico
La Quinta, CA 92247
Attn: Executive Director
This document is exempt from the payment of a
fee pursuant to Government Code Section 27383.
OPERATING COVENANT
THIS OPERATING COVENANT ("Operating Covenant") is made this day of
, 2011 (the "Effective Date"), by and among the LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), MEGA
DEALER, LLC, a California limited liability company ("Mega Dealer"), and ROBERT N. LA
TORRE, INC., a California limited liability company ("Lessee") with reference to the
following:
A. The Agency, Mega Dealer, and Lessee have executed an Owner Participation
Agreement ("Agreement"), dated as of , 2011, which provides, inter alia,
for the redevelopment of that certain real property located in the City of La Quinta, County of
Riverside, State of California, more fully described in Exhibit "A" attached hereto and
incorporated herein by this reference (the "Property"), Mega Dealer's construction thereon of the
"Project," as further defined in the Agreement, and Lessee's subsequent operation of the Project.
The Agreement is available for public inspection and copying at the office of the City Clerk, La
Quinta City Hall, 78-495 Calle Tampico, La Quinta, CA 92253.
B. The Property is improved with the building and facilities currently operated as the
Torre Nissan automobile dealership (the "Dealership"). Mega Dealer owns fee title to the
Property and improvements thereon, and leases the Property and improvements thereon to
Lessee pursuant to that certain Lease of Commercial Building Net, Net, Net dated July 1, 2004
(the "Lease Agreement"). The Lessee operates the Dealership pursuant to the Lease Agreement.
C. Pursuant to the Agreement, Mega Dealer has agreed to construct the Project on
the Property, and Agency has agreed to provide the Mega Dealer with certain financial assistance
to reimburse Mega Dealer for costs associated therewith.
D. The Agreement also provides for the recordation of this Operating Covenant
against the Property to memorialize certain covenants, conditions, and restrictions regarding the
use, maintenance, and operation of the Property.
E. The City of La Quinta has fee interests in parks, City Hall, public libraries, and in
various streets, sidewalks, and other property within the City (collectively, the `Benefited Public
Property"), and is responsible for planning of land uses within the City in such a manner as to
provide for the health, safety, and welfare of the residents of the City. The Benefited Public
Property is legally described in Exhibit `B" attached hereto and incorporated herein by this
reference.
882/015610-0057 1 /t ']
2167420.1 a06/14/11 _t_ 1 4 I
NOW, THEREFORE, Mega Dealer and Lessee hereby covenant, agree, and declare by
and for themselves and their successors and assigns that the Property shall be held, sold,
conveyed, hypothecated, encumbered, used, occupied, and improved subject to the following
covenants, conditions, and restrictions (sometimes collectively referred to hereinafter as the
"Covenants"). These Covenants shall run with the Property and shall be binding on all parties
having or acquiring any right, title, or interest in the Property or any part thereof and shall inure
to the benefit of the Agency and its successors and assigns regardless of whether the Agency
holds any interest in any real property benefited thereby.
1. Covenant Regarding Specific Uses.
(a) Construction of Project. Mega Dealer covenants and agrees for itself, its
successors, assigns, and every successor in interest to Mega Dealer's interest in the Property or
any part thereof, that within the times set forth in the Schedule of Performance attached to the
Agreement as Attachment 3 (the "Schedule of Performance"), Mega Dealer shall commence,
diligently proceed with, and satisfactorily complete construction of the Project so as to entitle
Mega Dealer to the Agency's issuance of a Release of Construction Covenants for the Project as
provided for in Section 2.8 of the Agreement. The foregoing covenant shall be deemed satisfied
and shall terminate upon the Agency's issuance of a Release of Construction Covenants.
(b) Operation of Project. For a term (the "Term") commencing upon the
Effective Date hereof and ending on the tenth (10') anniversary of the date of recording of the
Release of Construction Covenants for the Project (the "Operating Covenant Termination Date"),
Mega Dealer and Lessee, which are collectively, jointly and severally referred to hereinafter as
the "Developer" hereby covenant and agree to devote the Property for the exclusive purpose and
use of development and operation of the Project and will comply with the other obligations
contained herein. Notwithstanding anything herein to the contrary, the nondiscrimination
covenants contained in subdivision (a) of Section 4 hereof shall run with the land in perpetuity
and shall not terminate on the Operating Covenant Termination Date. Except as provided below,
or with the prior written consent of the Agency for each instance, which consent may be granted
or withheld in the Agency's sole and absolute discretion, the failure of the Developer (or its
tenant) to operate any portion of the Project on the Property as required herein for thirty (30) or
more consecutive days shall, at the Agency's option, constitute a default hereunder; provided,
however, that the Developer shall for purposes of this Section 1 be deemed to be operating such
portion of the Project during any period that the Developer is prevented from operating such
portion due to (i) required or necessary rehabilitation of such portion of the Project (provided
that the period during which such portion of the Project is not operated as a result of the
rehabilitation shall in no event exceed thirty (30) days), unless the rehabilitation cannot
reasonably be completed within such thirty (30) day period, in which case the period may extend
as necessary for completion, provided such rehabilitation was commenced within the thirty (30)
period and is diligently pursued to completion or (ii) war; insurrection; strikes; lockouts; riots;
floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics;
quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or
priority; litigation; unusually severe weather; inability to secure necessary labor, materials or
tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other party; or
acts or failures to act of the City or Agency other public or governmental agency or entity.
Notwithstanding anything to the contraryherein, (a) an extension of time for any cause listed in
romanette (ii) above shall be for the period of the enforced delay and shall commence to run
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from the time of the commencement of the cause, if notice by the Developer is sent to the other
party within ten (10) days of the commencement of the cause, and (b) Developer is not entitled
pursuant to this Section 1 to an extension of time to perform because of past, present, or future
difficulty in obtaining financing necessary to operate the Project because of economic or market
conditions.
Notwithstanding anything herein to the contrary, in the event that at any time after the
Effective Date hereof (1) Nissan Motor Acceptance Corporation, a California corporation
("Nissan"), ceases to exist, then this Operating Covenant shall automatically terminate.
2. Performance of Maintenance.
(a) Developer shall maintain the Project, the Property and all "improvements"
(as defined hereinafter) thereon in accordance with the Maintenance Standards, as hereinafter
defined. As used herein, the term "Improvements" shall mean and include, but not be limited to,
buildings, sidewalks, pedestrian lighting, landscaping, irrigation of landscaping, architectural
elements identifying the Property and any and all other improvements on the Property.
(b) To accomplish said maintenance, Developer shall either staff or contract
with and hire licensed and qualified personnel to perform the maintenance work, including the
provision of labor, equipment, materials, support facilities, and any and all other items necessary
to comply with the requirements of this Operating Covenant.
(c) The following standards ("Maintenance Standards") shall be complied
with by Developer and Developer's maintenance staff, contractors or subcontractors:
1. Landscape maintenance shall include, but not be limited to:
watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning;
trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road
conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials;
control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking
for support of trees.
2. Clean-up maintenance shall include, but not be limited to:
maintenance of all sidewalks, paths and other paved areas in clean and weed -free condition;
maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or
unsightly; removal of all trash, litter and other debris from improvements and landscaping prior
to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which
the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other
debris are properly disposed of by maintenance workers.
3. All maintenance work shall conform to all applicable federal and
state Occupational Safety and Health Act standards and regulations for the performance of
maintenance.
4. Any and all chemicals, unhealthful substances, and pesticides used
in and during maintenance shall be applied in strict accordance with all governing regulations.
Precautionary measures shall be employed recognizing that all areas are open to public access.
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wnn
5. The Project and Property shall be maintained in conformance and
in compliance with the approved Property construction and architectural plans and design
scheme, as the same may be amended from time to time with the approval of the City, and
reasonable commercial development maintenance standards for similar projects, including but
not limited to: painting and cleaning of all exterior surfaces and other exterior facades
comprising all private improvements and public improvements to the curbline.
6. The Project and Property shall be maintained as required by this
Section in good condition and in accordance with the Nissan Retail Environmental Design
Initiative (NREDI) program requirements (the "Nissan Requirements").
3. Failure to Maintain Property.
In the event Developer does not maintain the Property in the manner set forth herein and
in accordance with the Maintenance Standards, Agency shall have the right to maintain such
private and/or public improvements, or to contract for the correction of such deficiencies, after
written notice to Developer. However, prior to taking any such action, Agency agrees to notify
Developer in writing if the condition of the Project or Property do not meet with the Maintenance
Standards and to specify the deficiencies and the actions required to be taken by Developer to
cure the deficiencies. Upon notification of any maintenance deficiency, Developer shall have
thirty (30) days within which to correct, remedy or cure the deficiency. If the written notification
states the problem is urgent relating to the public health and safety of the City, then Developer
shall have forty-eight (48) hours to rectify the problem.
In the event Developer fails to correct, remedy, or cure (or for deficiencies which cannot
reasonably be corrected, remedied, or cured within thirty (30) days has failed to commence
correcting, remedying or curing such maintenance deficiency and thereafter to diligently pursue
such correction, remedy, or cure to completion) after notification and after the period of
correction has lapsed, then Agency shall have the right to maintain such improvements.
Developer agrees to pay Agency such charges and costs. Until so paid, the Agency shall have a
lien on the Property for the amount of such charges or costs, which lien shall be perfected by the
recordation of a "Notice of Claim of Lien" against the Property. Upon recordation of a Notice of
Claim of Lien against the Property, such lien shall constitute a lien on the fee estate in and to the
Property prior and superior to all other monetary liens except: (i) all taxes, bonds, assessments,
and other levies which, by law, would be superior thereto; (ii) the lien or charge of any mortgage,
deed of trust, or other security interest then of record made in good faith and for value, it being
understood that the priority of any such lien for costs incurred to comply with this Agreement
shall date from the date of the recordation of the Notice of Claim of Lien. Developer shall be
liable for any and all attorneys' fees, and other legal costs or fees incurred in collecting said
maintenance costs.
4. Compliance with Law. Developer shall comply with all local, state and federal
laws relating to the uses of or condition of the Property and the Project. The operation of the
Project shall be in compliance with the requirements of any entitlements issued by the City for
the Project, including, as applicable, a conditional use permit, site development permit, and
specific plan amendment.
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(a) Nondiscrimination Covenants. Each of Developer and Lessee covenants
by and for itself and any successors in interest that there shall be no discrimination against or
segregation of, any person or group of persons on account of any basis listed in subdivision (a) or
(d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926,
12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section
12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or
enjoyment of the Property, nor shall the grantee or any person claiming under or through him or
her, establish or permit any practice or practices of discrimination or segregation with reference
to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or
vendees in the Property. The foregoing covenants shall run with the land.
Each of Developer and Lessee shall refrain from restricting the rental, sale or
lease of the Property on any of the bases listed above in this Section 4(a). All such deeds, leases
or contracts shall contain or be subject to substantially the following nondiscrimination or
nonsegregation clauses:
(i) In deeds: "The grantee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and 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 any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein
conveyed, nor shall the grantee or any person claiming under or through him or her, establish or
permit any practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or, vendees in the
premises herein conveyed. The foregoing covenants shall run with the land."
(ii) In leases: "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators, and assigns, and all persons claiming under or through
him or her, and this lease is made and accepted upon and subject to the following conditions:
"That there shall be no discrimination against or segregation of any
person or group of persons, on account of any basis listed in
subdivision (a) or (d) of Section 12955 of the Government Code,
as those bases are defined in Sections 12926, 12926. 1, subdivision
(m) and paragraph (1) of subdivision (p) of Section 12955, and
Section 12955.2 of the Government Code, in the leasing,
subleasing, transferring, use, occupancy, tenure, or enjoyment of
the premises herein leased nor shall the lessee himself or herself, or
any person claiming under or through him or her, establish or
permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use,
or occupancy, of tenants, lessees, sublessees, subtenants, or
vendees in the premises herein leased."
(iii) In contracts: "There shall be no discrimination against or segregation of,
any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section
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12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of
the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment
of the premises which are the subject of this Agreement, nor shall the grantee or any person
claiming under or through him or her, establish or permit any practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy
of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The
foregoing covenants shall run with the land."
The covenants established in this Section 4 shall, without regard to technical
classification and designation, be binding for the benefit and in favor of Agency and its
successors and assigns, and shall remain in effect in perpetuity.
(b) No Violation of Statutes Relating to Relocation of Vehicle Dealerships. Until the
Operating Covenant Termination Date, Developer shall not take any action that would result in a
violation by the Agency and/or City of California Government Code Section 53084 or Health &
Safety Code Section 33426.7. Developer further agrees to indemnify, defend, and hold harmless
the Agency and Cit y from and against any claims, proceedings, losses, costs, or expenses
incurred as a result of any such violation arising out of actions by Developer.
(c) No Violation of Statutes Relating to Direct Assistance by Agency. Developer
represents and warrants that it is using the Agency financial assistance for the sole and exclusive
purpose of causing the construction of the Project on the Property and for no other purpose and
that the Agency's financial assistance shall not be used in a manner that would constitute a
violation of Health & Safety Code section 33426.5. Developer further agrees to indemnify,
defend, and hold harmless the Agency or City from and against any claims, proceedings, losses,
costs, or expenses incurred as a result of any such violation arising out of actions by Developer.
5. Sales and Use Tax Covenant. From the date this Operating Covenant is
recorded against the Property until the Operating Covenant Termination Date, Developer shall
designate the Property as the point of sale for sales tax purposes in all retail sales and lease
contracts for vehicles, parts, and equipment, and all other goods sold or leased on the Property,
whose sales and leases originate from the Property.
6. Covenant to Pay Taxes and Assessments. From the date this Operating
Covenant is recorded against the Property until the Operating Covenant Termination Date,
Developer shall pay or cause to be paid, prior to delinquency, all ad valorem real estate taxes,
special taxes, and assessments levied against the Property and any improvements thereon, subject
to Developer's right to contest any such tax or assessment in good faith. During such period
Developer shall remove or have removed any levy or attachment made on the Property or any
part thereof or assure the satisfaction thereof within a reasonable time and prior to a sale of the
Property.
7. Defaults.
(a) Failure or delay by either party to perform any term or provision of this
Operating Covenant constitutes a default under this Operating Covenant. A party claiming a
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default shall give written notice of default to the other parry, specifying the default complained
of and the actions required to correct such default.
(b) Unless otherwise provided by the Agreement, the claimant shall not
institute proceedings against the other party if the other parry within thirty (30) days from receipt
of such notice immediately, with due diligence, commences to cure, correct or remedy such
failure or delay and completes such cure, correction or remedy as soon as reasonably practicable
after receipt of such notice.
(c) This Operating Covenant and the Developer's obligations hereunder are
secured by a Deed of Trust With Assignment of Rents and Rider Attached Hereto ("Deed of
Trust"), which has been entered into and recorded on approximately the same date as this
Operating Covenant.
8. Legal Actions.
(a) In addition to any other rights or remedies and subject to the notice and
cure provisions in Section 7 above, any party may institute legal action to seek specific
performance of the terms of this Operating Covenant, or to cure, correct or remedy any default,
or to obtain any other legal or equitable remedy consistent with the purpose of this Operating
Covenant. The Agency shall also have the right to pursue damages for Developer's defaults, but
in no event shall Developer be entitled to damages of any kind from Agency, including, without
limitation, damages for economic loss, lost profits, or any other economic or consequential
damages of any kind. Such legal actions must be instituted in the Superior Court of the County
of Riverside, State of California or in the Federal District Court in the Central District of
California. In the event of any litigation between the parties hereto, the prevailing party shall be
entitled to receive, in addition to the relief granted, its reasonable attorney's fees and costs and
such other costs incurred in investigating the action and prosecuting the same, including costs for
expert witnesses, costs on appeal, and for discovery.
(b) The internal laws of the State of California shall govern the interpretation
and enforcement of this Operating Covenant, without regard to conflict of laws.
(c) In the event that any legal action is commenced by the Developer against
the Agency, service of process on the Agency shall be made by personal service upon the
Executive Director of the Agency in addition to such other manner as may be provided by law.
(d) In the event that any legal action is commenced by the Agency against the
Developer, service of process on the Developer shall be made by personal service upon any
officer or director of Developer, whether made within or outside the State of California, or in
such other manner as may be provided by law.
(e) Except as otherwise expressly stated in this Operating Covenant, the rights
and remedies of the parties are cumulative, and the exercise by either parry 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.
(f) Any failures or delays by either party in asserting any of its rights and
remedies as to any default shall not operate as a waiver of any default or of any such rights or
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remedies, or deprive either such parry of its right to institute and maintain any actions or
proceedings which it may deem necessary to protect, assert or enforce any such rights or
remedies.
9. Effect of Violation of the Terms and Provisions of this Ooeratin¢ Covenant.
The covenants established in this Operating Covenant shall, without regard to technical
classification and designation, be binding for the benefit and in favor of the Agency and the City
of La Quinta ("City"), and each of their successors and assigns, as to those covenants which are
for their benefit. The covenants contained in this Operating Covenant shall remain in effect for
the periods of time specified therein. The Agency and City are deemed the beneficiary of the
terms and provisions of this Operating Covenant and of the covenants running with the land, for
and in their own rights and for the purposes of protecting the interests of the community and
other parties, public or private, in whose favor and for whose benefit this Operating Covenant
and the covenants running with the land have been provided. This Operating Covenant and the
covenants shall run in favor of the Agency and the City, without regard to whether the Agency or
City have been, remain or are an owner of any land or interest therein in the Property. The
Agency and City shall have the right, if the Operating Covenant or covenants are breached, to
exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other
proper proceedings to enforce the curing of such breaches to which they or any other
beneficiaries of this Operating Covenant and covenants may be entitled. Pursuant to applicable
law, including, but not limited to, Section 1462, 1465 and 1468 of the Civil Code of the State of
California, all provisions of this Covenant Agreement shall run with the land and be binding upon
and inure to the benefit of the Benefited Public Property and the Property and each and every
portion thereof or interest therein, and all parties having or acquiring any right, title, or interest in
the Property or any portion thereof, and their successors and assigns
10. Miscellaneous Provisions.
(a) If any provision of this Operating Covenant or portion thereof, or the
application to any person or circumstances, shall to any extent be held invalid, inoperative or
unenforceable, the remainder of this Operating Covenant, or the application of such provision or
portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not
be deemed that any such invalid provision affects the consideration for this Operating Covenant;
and each provision of this Operating Covenant shall be valid and enforceable to the fullest extent
permitted by law.
(b) This Operating Covenant shall be construed in accordance with the
internal laws of the State of California without regard to conflict of law principles.
(c) This Operating Covenant shall be binding upon and inure to the benefit of
the successors and assigns of the Developer but any Transfer shall be subject to the requirements
and provisions of Section 7 of the Agreement.
(d) The City of La Quinta is a third party beneficiary of the terms of this
Operating Covenant, and shall have the right, but not the obligation, to enforce the terms hereof.
11. Notices. All notices under this Agreement shall be effective (i) upon personal
delivery, (ii) upon delivery by reputable overnight courier that provides a receipt with the date
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and time of delivery, (iii) via facsimile, so long as the sender receives confirmation of successful
transmission from the sending machine, or (iv) two (2) business days after deposit in the United
States mail, registered or certified, postage fully prepaid and addressed to the respective parties
as set forth below or as to such other address as the parties may from time to time designate in
writing:
To Agency: Notices Delivered by U.S. Mail:
La Quinta Redevelopment Agency
P.O. Box 1504
La Quinta, CA 92247
Phone No.: 760-777-7031
Facsimile No.: 760-777-7101
Attention: Executive Director
Notices Delivered Personally or by Courier:
La Quinta Redevelopment Agency
78-495 Calle Tampico
La Quinta, California 92253
Phone No.: 760-777-7031
Facsimile No.: 760-777-7101
Attention: Executive Director
With a copy to: Rutan & Tucker, LLP
611 Anton, Suite 1400
Costa Mesa, CA 92626
Phone No.: 714-641-5100
Facsimile No.: 714-546-9035
Attention: M. Katherine Jenson, Esq.
To Developer: Mega Dealer, LLC
c/o Tone Nissan
79-125 Highway 111
La Quinta, CA 9253
Phone No.:
With a copy to:
Facsimile No.: 760-777-8030
Attention: Mr. Jorge Velarde
Phone No.:
Facsimile No.:
Attention:
882/015610-0057 -9- 15 "
2167420.1 a06/14/11
IN WITNESS WHEREOF, the parties hereto has executed this instrument the day and
year first hereinabove written.
"Mega Dealer"
MEGA DEALER, LLC, a California limited
liability company
Date: 12011
By:
Its:
"Lessee"
ROBERT LA TORRE, INC., a California
corporation
Date: 2011
By:
Its:
"Agency"
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and
politic
Date: 2011
By:
Executive Director
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
Agency Counsel
882/015610-0057 -��_ 1 J b
2167420A a06/14/11
State of California
County of
On , before me,
Notary Public,
(here insert name and title of the officer)
personally appeared >
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(seal)
State of California
County of
On . , before me,
Notary Public,
(here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument, and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(seal)
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EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
All that property located in the City of La Quinta, County of Riverside, State of
California, described as follows:
PARCEL 2 OF PARCEL MAP 28525-1, AS SHOWN BY PARCEL MAP ON
FILE IN BOOK 193 PAGE(S) 85, 86 AND 87 OF PARCEL MAPS, RECORDS
OF RIVERSIDE COUNTY, CALIFORNIA.
ASSESSOR'S PARCEL NUMBER 600-020-018.
158
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EXHIBIT `B"
LEGAL DESCRIPTION OF BENEFITED PUBLIC PROPERTY
North La Quinta Park
Adams Park
Centre Pointe Dog Park
City Hall
City Library
Senior Center
Boys and Girls Club
Sports Complex
YMCA
Seasons Park
Fritz Bums Park
North East Corner of Westward Ho & Dune Palms
South West Corner of Adams Street & La Palma
South East Corner of Seeley Drive & Miles Avenue
South West Corner of Washington Street & Calle Tampico
78-275 Calle Tampico
78-450 Avenida La Fonda
North West Corner of Park Avenue & Avenue 50
North West Comer Park Avenue & Avenue 50
North West Corner of Park Avenue & Avenue 50
Cloud View Way & Calle Las Ramblas
South East Corner of Avenida Bermudas & Avenue 52
Highway 111, from Adams Street to Dune Palms Road
Dune Palms Road, from Avenue 48 to Highway 111
Adams Street, from La Quinta Centre Drive to Highway 111
La Quinta Centre Drive, from Adams Street to Highway 111
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159