1 - DDA CREVIER BMW AND MINI AT SA AUTO MALL

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Joint — Crevier BMW and Mini June 22, 2011 Page 2 DISCUSSION On July 19, 2004, the Community Redevelopment Agency (Agency) approved a Private Disposition and Development Agreement (DDA), and on April 18, 2005 a First Implementation Agreement, with Donald J. Crevier, as trustee of the Donald Crevier Trust, and Crevier Motors Inc. (Developer) for an approximate 4.23 acre expansion of the existing BMW /Mini Dealership at the Santa Ana Auto Mall. Additionally, the Agency entered into a DDA on March 17, 1997 for the sale of property for the construction and operation of the Jaguar dealership. The dealership has since closed and the property was purchased by Crevier last year for its Mini dealership. Crevier is currently negotiating the sale of its BMW & Mini dealerships, including Auto Mall properties, to the Penkse Automotive Group, which transaction requires certain Agency /City approvals. Specifically, Crevier is requesting the City's /Agency's approval in assigning all Developer and Assignor's right, title and interest in, under and to the DDA and First Implementation Agreement for 1500 Auto Mall Drive (existing Crevier BMW /Mini site) and for 1455 Auto Mall Drive (proposed Mini site) from Santa Ana Properties, LLC (also includes Donald J. Crevier, as Trustee of the Donald J. Crevier Trust and Crevier Motors, Inc.) to PAG West, LLC. The Penske Group will keep Crevier BMW (and its dealership name) at its present location and as intended by Crevier will complete the move of Mini over to the 1455 Auto Mall Drive site (Exhibit 1). Additionally, the DDA scope and schedule are being updated to reflect current conditions and requirements. As called for in the original Scope of Development for the Crevier expansion, 4.23 acres was conveyed and merged with existing 5.11 acres, and a substantial portion of the scope was completed, resulting in a significant increase in sales, generating much needed sales tax revenues for the city. Of the three phases in the DDA, Phase 1 (6 -tier parking structure) and associated site work was completed as well as a portion of Phase II that included storm drain installation, roadway dedication and improvement for the right hand turn lane on outbound Auto Mall Drive at Edinger Avenue, as well as common area landscaping along Auto Mall Drive and Edinger (exclusive of one brick paver area) and new auto mall entry-way monument sign. With the previous downturn in the economy and to allow Crevier time to explore various expansion options, the remaining portion of Phase II and all of Phase III were put on hold, and the Phase II portion of the property was temporarily improved for the parking of vehicles. The outstanding items from the scope of development for the property involve the construction of new showroom and office area for BMW dealership, the renovation /construction of a new Mini showroom, services, parts and office addition to the existing Crevier building, including all associated site work. However, with Crevier's recent purchase of the prior Jaguar facility at 1455 Auto Mall Drive, the provision for a new Mini showroom will be accomplished (3.2 acres, 30,298 square foot new dealership including showroom, offices, parts storage, and vehicle services), leaving BMW on -site with enough building space of its own. Thus, the scope is being revised to reflect this as well as ensure that Penske will improve the BMW site's temporary surface lot by 1 -2