2008 Centre Pointe - Disposition and DA Amendment 6 - LQ Hospitality, LLCAMENDMENT NO.6 TO DISPOSITION AND DEVELOPMENT AGREEMENT
THIS AMENDMENT NO. 6 TO DISPOSITION AND DEVELOPMENT
AGREEMENT ("Amendment No. 6") is made and entered into as of AWr,,1A d ,
2008 by and between LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate
and politic ("Agency"), and L.Q. HOSPITALITY, LLC, a California limited liability company
("Developer").
RECITALS:
A. On or about December 18, 2003, the Agency and CP Development, LLC, a
California limited liability company ("CP") entered into that certain Disposition and
Development Agreement (the "Original DDA"), pursuant to which Agency sold to CP that
certain real property located southeast of the Miles Avenue and Washington Street intersection in
the City of La Quinta, California 92253 (the "Property") and CP agreed to construct, complete,
and operate thereon a commercial project containing a medical office/surgical facility, a
development containing sanctuary villas, a mid -price suites hotel, a resort -style
condominium/casitas development, two (2) sit-down restaurants, and two (2) single-family
residential developments, with forty (40) of the single-family homes restricted for sale to Eligible
Buyers at an Affordable Housing Cost (collectively, the "Original Project").
B. Agency and CP have previously amended the Original DDA on five (5)
occasions, on or about October 28, 2004, on or about December 7, 2004, on or about November
2, 2005, on or about October 20, 2008 and on or about August 23, 2007 (the "Prior DDA
Amendments"). The Original DDA, as amended by the Prior DDA Amendments, is hereinafter
referred to as the "DDA" and the Original Project, as amended by the Prior DDA Amendments,
is hereinafter referred to as the "Project."
C. On or about August 15, 2007, Agency and CP entered into that certain Partial
Termination of Right of Reverter, Power of Termination, and Amended and Restated Option
Agreement ("Partial Termination"), pursuant to which Agency terminated, with respect to the
Hotel Property, (i) Agency's right of reverter and power of termination pursuant to the Original
DDA and the Grant Deed, which was recorded in the Official Records as Instrument No. 2004-
0979137, and (ii) the Amended and Restated Option Agreement, which was recorded against the
Hotel Property on October 24, 2006 in the Official Records as Instrument No. 2006-0780202.
The Partial Termination was recorded in the Official Records on August 20, 2007 as hnstrument
No. 2007-0535552.
D. On or about January 29, 2008, CP completed construction of the mid -price suites
hotel portion of the Project ("Hotel") on that portion of the Property described on Exhibit "A"
attached hereto and incorporated herein by this reference (hereinafter the "Hotel Property".)
E. After completing construction of the Hotel on the Hotel Property, CP conveyed
the Hotel Property to Developer.
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E. Developer has identified permanent financing for the Hotel, however, as a
condition to making the loan for such permanent financing, the lender thereunder has required
certain modifications to the DDA as it relates to the Hotel Property.
F. In order to facilitate permanent financing for the Hotel, Developer and the
Agency now wish to modify certain terms set forth in the DDA as provided herein. Unless
defined herein to the contrary, all capitalized terms in this Amendment No. 6 shall have the
meanings ascribed in the DDA.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated
herein by this reference, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parries hereto agree as follows:
The DDA is hereby amended as follows:
1. The transfer restrictions set forth in section 703 of the DDA shall not be applicable to any
of the following transfers: (a) a transfer of the Hotel Property to the encumbrancer under the
deed of trust securing the permanent financing for the Hotel, whether the transfer occurs as the
result of a foreclosure or a deed in lieu of foreclosure, (b) a transfer of the Hotel Property to any
purchaser at the trustee's sale in the event of foreclosure, or (c) a transfer of the Hotel Property to
any successors in interest who acquire title to the Hotel Property from any party identified in
subparagraphs (a) and (b) above.
2. Developer shall reimburse Agency for all of the costs Agency incurs or has incurred to
negotiate, prepare and process this Amendment No. 6.
3. Except as otherwise expressly provided in this Amendment No. 6, all of the terms and
conditions of the DDA shall remain in full force and effect.
4. In the event of any action between or amongst the parties hereto seeking enforcement of
any of the terms and conditions to this Amendment No. 6, the prevailing party in such action
shall be awarded its reasonable costs and expenses, including without limitation its expert
witness fees and reasonable attorney's fees.
5. This Amendment No. 6 shall be construed according to its fair meaning and as if
prepared by all of the parties hereto.
6. This Amendment No. 6 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 Amendment No. 6. Service of process on Agency shall be made in
accordance with California law. Service of process on Developer shall be made in any manner
permitted by California law and shall be effective whether served inside or outside California.
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7. Time is of the essence of this Amendment No. 6 and of each and every term and
provision hereof.
8. 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 Agency and
Developer. No waiver of any breach or default by any party hereto shall be considered to be a
waiver of any breach or default unless expressly provided herein or in the waiver.
9. This Amendment No. 6 may be executed in counterparts, each of which, when this
Amendment No. 6 has been signed by all the parties hereto, shall be deemed an original, and
such counterparts shall constitute one and the same instrument.
10. The person(s) executing this Amendment No. 6 on behalf of each of the parties hereto
represent and warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Amendment No. 6 on behalf of said party, (iii) by so
executing this Amendment No. 6 such party is formally bound to the provisions of this
Amendment No. 6, and (iv) the entering into this Amendment No. 6 does not violate any
provision of any other agreement to which such party is bound.
[signature page follows]
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IN WITNESS WHEREOF, Agency and Developer each hereby represents that it has read
this Amendment No. 6, understands it, and hereby executes this Amendment No. 6 to be
effective as of the day and year first written above.
Date: lmmt IP 12008
Date: Aar(� 19� 2008
Date: 1511
11
APPROVED AS TO FORM:
11:
Secretary
RUTAN & TUC P
By:
.`Katherine Jens n Agency Counsel
"Developer"
L.Q. HOSPITALITY, LLC, a California
limited liability company
By: Equity Directions, Inc.
Its: Member
By:
De s ren
Its: President
By: Oliphant Enterprises, Inc.
Its: Manager
By:
pt�e
Richard Oliphant
Its: President
"Agency"
LA QUINTA REDEVELOPMENT
AGENCY, a public body, corporate and
politic
By:
Executive Director
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EXHIBIT "A"
LEGAL DESCRIPTION OF HOTEL PROPERTY
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EXHIBIT "A"
LEGAL DESCRIPTION OF HOTEL PROPERTY
PARCELS 4 OF PARCEL MAP NO.31116 IN THE CITY OF LA QUINTA, COUNTY
OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN
BOOK 212 AT PAGES 60 THROUGH 66, INCLUSIVE, OF PARCEL MAPS,
RIVERSIDE COUNTY RECORDS AS INSTRUMENT NO.2005-0262238