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HomeMy WebLinkAbout00488C - H&H INVESTMENTS LLC MOU APN 508-070-042 NW CORNER OF SUNRISE WAY AND TAHQUITZ CANYON WAY AMERICAN STORES PROPERTIES INC )�o ° DOCUMENT TRACKING page: 28 Report: Expired Documents Summary August 3, 2007 Condition: Oldest Date= / 1,ALL Groups,ALL Services, ALL XREFs Document# Description Approval Date Expiration Date Closed Date A0477C Purchase And Sale Of 5 Parcels Desert Hills Infll Program 06/02/2004 12/01/2004 Company Name: Coachella Valley Housing Coalition If Address: 'mo w �� rO Group: COMMUNITY& ECONOMIC r� 6 C -- o Service: In File xRef: COMMUNITY& ECONOMIC DEVELOPMENT a Ins. Status: No Certificate on file. A0488C Mou Commercial Shopping Center Nw Corner Sunrise & Tahquitz.. 09/01/2004 09/01/2005 Company Name: H & H Investments L�p� Address: Group: COMMUNITY& ECONOMIC Service: In File xRef: COMMUNITY& ECONOMIC DEVELOPMENT Ins. Status: No Certificate on file. A0503C DDA for disposition of 14 acres of 38 acres for a shopping center 11/16/2005 07/01/2007 Company Name: Geiger, LLC Address: , Group: COMMUNITY& ECONOMIC Service: In File xRef: COMMUNITY& ECONOMIC Ins. Status: No Certificate on file. H&H Investments LLC MOU re: APN 508-070-042 AGREEMENT#0488C R1265, 9-1-04 MEMORANDUM OF UNDERSTANDING WITH H&H INVESTMENTS, LLC RELATING TO THE DEVELOPMENT OF A COMMERCIAL SHOPPING CENTER THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made this ��day of �1 ' 2004, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic ("Agency") and H&H INVESTMENTS, LLC, a Nevada limited liability corporation ("Developer"). RECITALS The parties enter into this MOU on the basis of the following facts, understandings, and intentions: A. Pursuant to a Purchase Agreement dated July_, 2004, the Agency acquired that certain real property consisting of approximately 4.96 gross acres, referred to as APN 508-070- 042, located at the northwest corner of Sunrise Way and Tahquitz Canyon Way in the City of Palm Springs, County of Riverside, State of California, more particularly described on Exhibit "A" attached hereto ("Site"), from Developer. B. The Agency's sole purpose in acquiring the Site from Developer is to exchange the Site for other real property which is necessary for a project being undertaken by the Agency. As part of this "Agency Project," Agency is negotiating an exchange of the Site for another parcel ("Exchange Parcel"). To allow Agency to undertake the contemplated Agency Project, the exchange is to be facilitated by the Bureau of Indian Affairs (`BIA") as a Fee-to-Trust transfer of the Site and a Trust-to-Fee transfer of the Exchange Parcel. The failure of Agency to accomplish either of these two transfers will be fatal to the Agency Project. Accordingly, Developer has the obligation to repurchase the Site if the Agency is unable to acquire the additional parcel necessary for the Agency Project within eighteen (18) months of the close of escrow, without contingencies. Escrow closed on July 16, 2004. C. The Agency desires that the Site be developed as a commercial shopping center in a manner which benefits the City of Palm Springs ("City"), its citizens and visitors. D. The Developer desires to develop a new commercial shopping center with a grocery store anchor within the City ("Developer's Project"). Developer is actively investigating several potential locations for the construction of Developer's Project. E. The Developer is experienced in the development and marketing of commercial shopping centers. The term "Developer," as used herein, includes the principals, partners, and joint venturers of Developer. All obligations of Developer as set forth herein shall be the joint and several obligations of such principals, partners, and joint venturers. F. The Developer is currently in the process of designing the Developer's Project and obtaining the necessary entitlements for the Developer's Project. However, Developer has not yet determined the exact location of the Developer's Project. Developer is considering the Site as a possible location for the Developer's Project. 01003/0012/33351.02 G. The Agency and Developer desire herein to memorialize the agreement of the parties to review and consider the feasibility of negotiating a long term "Lease" of the Site for the construction of Developer's Project, which Lease will only be necessary in the event that the exchange does not occur and both parties agree that Developer shall not exercise its repurchase obligation set forth in the Purchase Agreement referenced in Recital A, above. H. Developer acknowledges, that, pursuant to Health & Safety Code § 33431, a public hearing would be required before the Agency could enter into a Lease of the Site. NOW, THEREFORE, and in consideration of the mutual covenants contained herein, parties mutually agree to the following: SECTION 1. NATURE OF NEGOTIATIONS. A. Good Faith. The Agency and Developer agree that, for the period set forth in Section 2 herein, the parties will, diligently and in good faith, the feasibility of a Lease for the development of the Developer's Project on the Site. The development would be subject to all rules, regulations, standards, and criteria set forth in the City's General Plan, applicable specific plans and zoning regulations, and this MOU. The Lease would generally be in the form negotiated by the Agency with other development entities. B. Nature of the Developer's Project. The Developer's Project shall include the construction of Vons-anchored shopping center with a prototype for the Voris store that is larger and more upscale than the Vons store which is presently located within the Palm Springs Mall. A "Concept Plan" is attached as Exhibit "B" and incorporated herein by this reference. The design of the Developer's Project shall be consistent with the City's design guidelines. Developer shall also obtain architectural review for the Developer's Project from the City's Design Review Board and Planning Commission. The Developer is solely responsible for obtaining all approvals and entitlements for the Developer's Project, arranging the financing for the Developer's Project, and constructing all improvements upon the Site. C. Environmental Review. Should the parties proceed to negotiate the Lease, Developer shall have the sole responsibility to pursue and obtain any necessary environmental approvals for the Developer's Project. D. Albertsons' Covenant. Developer acknowledges that the Site is currently encumbered by a covenant which was created in the grant deed which conveyed the Site from American Stores Properties, LLC (Albertsons) to Developer. A copy of the grant deed from Albertsons is attached hereto and incorporated herein as Exhibit "C." E. Schedule. Developer's goal is to develop the Developer's Project for opening by Quarter of 200, with an understanding that the opening of the Developer's Project may be phased with the grocery store included in the first phase. Should the parties proceed to negotiate the Lease, the Lease shall contain a Schedule of Performance. F. Use and Transfer Restrictions. Should the parties proceed to negotiate the Lease, the Lease will generally be subject to restrictions on use and transfer during construction and for a specified period thereafter through recorded restrictions (i) to assure that the use will be 2 01003/0012/33351.02 consistent with and promote the Developer's Project, (ii) to prevent speculation, (iii) to assure that any transferee has the resources, capability and experience to successfully develop the Developer's Project and, (iv) to assure long-term maintenance of the Developer's Project in an attractive condition. SECTION 2. PERIOD OF NEGOTIATIONS A. Period of Negotiation. The Agency and Developer agree that the negotiation period shall remain open though January 16, 2006. The Agency agrees that, for such period, the Agency will not enter into any agreement with any other entity for the development of the Site. B. Early Termination. If the Agency is successful with the Fee-to-Trust transfer of the Site and the Trust-to-Fee transfer of the Exchange Parcel, the Agency may terminate this Agreement by serving written notice of its election to terminate to the Developer. The notice shall be effective within two days of Developer's receipt of the notice. C. Agency Approval. Developer understands and acknowledges that if negotiations culminate in a Lease, such Lease shall be effective only after and if the Developer's Project and Lease have been considered and approved by the Planning Commission and Agency's Board after public hearing thereon as required by law. SECTION 3. DEVELOPER'S RESPONSIBILITIES. During the period of negotiation, Developer will.- prepare such studies, reports, and analysis as shall be necessary to permit Agency and Developer to determine the feasibility of the Developer's Project. During the period of negotiation, and as requested by the Agency, the Developer shall submit to the Agency the following: A. All information necessary for the design of the Developer's Project to meet the Agency's reasonable requirements. This information shall be sufficient to allow Agency to evaluate site configuration, architectural design and similar issues. B. A financial proforma for the Project. The Developer shall negotiate exclusively with the Agency's negotiating team and with no other persons unless expressly authorized to do so by the Agency's negotiating team. During the period of negotiations, no statements will be made by the Developer or Agency to the media without the approval of the Agency's negotiating team. No prepared statements shall be released to the media without the mutual consent of the respective negotiating teams. SECTION 4. AGENCY'S RESPONSIBILITIES. A. Agency Assistance. The Agency shall cooperate fully in providing Developer with appropriate information and assistance. B. Preparation of Lease. If an agreement is reached on the use of the Site for Developer's Project, the Agency shall prepare such Lease for consideration by the Developer. 3 01 003/00 12/3 3 3 5 1.02 Agency's expenses incurred in connection with the preparation of the Lease shall be reimbursed by Developer. C. Environmental Quality Act. The Agency will assist Developer in preparing a Negative Declaration or an EIR and any such additional environmental documentation that may be necessary for the Developer's Project. SECTION 5. LEASE DEPOSIT. If the negotiations contemplated by this MOU result in the preparation of a Lease, the Lease will require that Developer submit to the City a deposit in the form of a cash deposit, cashier's check, irrevocable letter of credit, or other form of security acceptable to the City to insure that the Developer will proceed diligently and in good faith to perform all of the Developer's obligations under the Lease ("Deposit"). The amount and terms of the Deposit shall be outlined in the Lease. SECTION 6. MISCELLANEOUS. A. Brokerage Commissions. The Agency shall not be liable for any real estate commission or any broker's fees which may arise in relation to the Developer's Project. The Agency represents that it has engaged no broker, agent, or finder in connection with this transaction, and the Developer agrees to hold the Agency harmless from any claim by any broker, agent, or finder retained by the Developer. B. Ownership of Documents. If the negotiations contemplated by this MOU do not result in the execution of a Lease or in a successful exchange of property with the BIA, Developer shall transfer to Agency copies of any reports, studies, analysis, site plan layouts, engineering studies, memorandums, or similar documents regarding the Site which were prepared during the period of negotiations, which documents shall become the property of Agency. Such transfer shall be made without any representation or warranty by the Developer as to the accuracy or sufficiency of the contents of such documents and shall be made subject to the rights of the preparers of such documents including, without limitation, the copyrights (if any) associated with such documents. C. Purpose of MOU. It is expressly understood and agreed by the parties that this is an agreement regarding the conduct of contract negotiations only and is nonbinding, nor does it convey any interest in the Site whatsoever. It is further agreed and understood that this MOU does not imply any obligation on the part of the Agency or Developer to enter into any agreement that may result from negotiations contemplated herein. Any Agency disposition of property would require negotiation over the price and terms and the nature of the project and can only be approved after disclosure of the nature of the transaction and whether financial assistance is provided, and then be approved after a public hearing thereon. The Agency shall have no liability hereunder whatsoever for the failure to approve an agreement following such public hearing. D. Corporate Authority. The persons executing this MOU on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this MOU on behalf of said party, (iii) by so executing this MOU, such party 4 01003/0012/33351.02 is formally bound to the provisions of this MOU, and (iv) entering into this MOU does not violate any provision of any other agreement to which said party is bound. E. Amendment. This MOU may only be amended by a document in writing signed by the parties. [Signatures on Following Page] 5 01003/0012/33351.02 IN WITNESS WHEREOF, the parties have executed this MOU as of the day first above written. "Developer" H&H INVESTMENTS, LLC, a Nevada limited liability corporation Hank Gordon, Manager Mailing Address: H&H Investments, LLC C/o Laurich Properties, Inc. 1770 N. Buffalo Drive, Suite 101 Las Vegas, NV 89128 "Agency" ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic `1... rr l- v, By: VAgency Secretary CHAT n APPROVED AS TO FORM ALESHIRE & WYNDER, LL�yP� ��}/\�'/ n \ J°Yti'�F{•M�a �','3 �``ef �:t'll.�a ''{ r q n:P 5 peg !F"f yy♦♦ r k � Cc'✓'J✓ uY 1 u�Ai!J�tl `L �'a��i V I`Iavi .�Aleshre �. Agency Counsel 119 418g Mailing Address: Community Redevelopment Agency of the City of Palm Springs 3200 Tahquitz Canyon Way Palm Springs, CA 92263 Attn: Director of Commmiity & Economic Development (ALL SIGNATURES MUST BE NOTARIZED.) 6 01003/OO12/33351 02 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California �� County of ss. �'7�/ 5��/ / /n_ +mac Orf VI �e7 01 before me, 1G9/�N LU�J�£r'liic�iJ �*awlle- t Data,,/ lame and Title of Crer to "Jane DEo,Notary Publlc') personally appeared (s)of ner(s) "0ersonally known to me ❑ proved to me on the basis of satisfactory evidence _ _ to be the persor�whose nameW is(� ELAINE L KIND.WEDE subscribed to the within instrument and Commission# 1399015 acknowledged to me that he/sh he executed O Notary Public-California the same in his/h r t authorized Riverside County [ capaci ie? and that by his/h _/My Comm.Expires Feb 8�2007I signatures on the instrument the personp, or • — — — the entity upon behalf of which the person(p acted, executed the instrument. IT S m�hand and off icial eel. Bignalu/e of Notary Public OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document. Document Date: Number of Pages: Signer(s)Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual lop of thumb here ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited El General ❑ Attorney-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 81999 National Notary Assoc,atlon•9360 De Soto Ave.,PO Box 2402•Cbalsoorth,CA 91313-2402•emv.na0onalnolaryar9 Pmb No 5907 Reorder:Call Toll-Free 1-000-0]0-002] IN WITNESS WHEREOF, the parties have executed this MOU as of the day first above written. "Developer" H&H INVESTMENTS, LLC, a Nevada limited liability corporation Hank Aorn, Manager Mailing Address: H&H Investments, LLC C/o Laurich Properties, Inc. 1770 N. Buffalo Drive, Suite 101 Las Vegas, NV 89128 "Agency" ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic By: Agency Secretary Executive Director APPROVED AS TO FORM ALESHIRE & WYNDER, LLP David J. Aleshir , sq. Agency l Mailing Address: Community Redevelopment Agency of the City of Palm Springs 3200 Tahquitz Canyon Way Palm Springs, CA 92263 Attn: Director of Community & Economic Development (ALL SIGNATURES MUST BE NOTARIZED.) 6 01003/0012/33351.02 01/i1Cvr11MvMUU / )ss. COUNTY OF CLARK ) This instrument was acknowledged before me on October 20, 2004 by Hank Gordon as Member of H & H Investments, LLC. Witness my hand and official seal: NOTARY PUBLIC Wily -stteofNeveds e—Mtyoactark 0ENISE MEEKER �� �u��wTw wwvVv EXHIBIT"A" SITE MAP A-1 S I T E PL A N A t G E N E R L N O SCORN - - N D,. lxctNuxazNG `ANDP.EAS ROAD ._ - ��G ^`�""'"' ss2 rP cfVil t3lGtNEFRI4JG {�nro suu�ar±n� c aF:A 11111L01 e= 4A 90PMTPCT/N = - 3e/o -.F. •� PAD 'F' 39B0 S.F J Ph— � ❑r • _ v � mzu na,a 5. _ n•r n.e�aa.�o = . ram-LAurrfcv PAD 'E H 0000 Sf AALA SPRINGS. CA - SOPS �C� f53.T SF 11(�I,��{ Ir�I�{ E N ms SfTE PLAN rl lJ ll ^ I a 2u-�r�.s ec�iesnv 4 PAD 'D' { \ a ' N m mncrnn rro�unNuv nw�.fm�"c� i it ra,r 5 �; � / �-- - ------ - -. .�----- - - TANQUI FZ- CAN-YO/V fUAY - _ — o 90 30 O 40 11 GAAPHI SCALE SCALE f.eo'_ EXHIBIT "B" CONCEPT DESIGN B-1 EXHIBIT "C'.' ALBERTSON'S GRANT DEED C-1 u1, 02, EUU,3 Jr-d 1U.43 rAA 02 22U9U64 LAURItrt aRV, . ING, to 005 WHEN TRE CORDED MAIL TO-. H&H Properties,i.T,C C/O Latuich Properties,Inc. 1770 North Buffalo Drive, Suite 101 Las Vegas,Nevada 89128 MAIL TAX STATEMENTS TO: DOCUMENTARY TRANS17ER TAX S Compared on the consideration or value ofproperty conveyed;OR _ Computed on the consideration or value less liens or encumbrances remaining at time of Sale, Signature of Declarant or Agent determining tax-Firm Name GJ,MNT 12]=D FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, AME,RICA N STORES FIROPERTIES INC., a De2own re currporation hereby GRANT(S) to H & H PROPERTIES,LLC, a Nevada lfmlked ➢finitB by eornparty the real property in the County of Riverside, State of California, described as: SEE SCHEDULE I ATTACHED HERETO AND INCORPORATED HEREIN Subject"to liens and encumbrances of record and anything which would be, disclosed by a physical inspection of the property. SUBJECT TO THE FOLLOWING RESTRICTIONS: No part of the property conveyed hereby shall be used as a supermarket, which shall be defined as any store or deparunent containing more than 10,000 square feet of ground floor area, including aisle space and storage, primarily devoted to the retail sale of food for off-premises consumption; for the sale of fresh or frozen meat, fish or poultry for off-premises consumption; or for the sale or offer for sale GRANTDEED- 1 ABS 49676;Palm Springs,CA M&M GwtDeed05.D0C 06/25/03 U7i02i2UU3 i-v 10:43 FAX 702 2209084 LAITRICH PROP. INC. U006 of any pharmaceutical products requiring the services of a registered pharmacist; The restrictions contained herein shall run with the land and shall benefit the Seller and its successors, assigns and affiliates and all property now or hereafter owned or occupied by Seller or its affiliates within Riverside County, California, including, without .limitation, the property described on Schedule II attached hereto and incorporated herein, and shall be binding upon the Buyer and Buyer's successors, successors in title and assigns. As used in the preceding sentence, the term "affiliates" shall mean a branch division,parent or subsidiary of Seller, its successors or assigns, or any company in which Seller, its successors or assigns, own, directly or indirectly, five percent(5%) or more of the voting stock or interest or which is a company that owns, directly or indirectly, five percent (5%) or more of the voting stock or interest of Seiler, its successors or assigns. Failure of Seller or Seller's successors or assigns to insist upon strict performance of the restrictions contained herein shall not be deemed a waiver of any rights or remedies that Seller, its successors or assigns may have and shall not be deemed a waiver of any subsequent breach, All costs and expenses (including reasonable attorney's fees), together with any and all damages incurred by Seller in connection with the enforcement of these restrictions shall be immediately due and payable by Buyer to Seller upon demand therefor. If in any judicial Proceeding, a court shall hold that the duration or scope of the restrictions stated in this paragraph are unreasonable under circumstances then existing, the parties, and their respective successors, assigns and affiliates, agree that the maximum allowable duration or scope reasonable under the circumstances shall be substituted for the duration or scope stated in this restriction. Dated this 250' day o f June 2003. GRANTEE; GRAUTOR; H &H PROPERTIES, LLC, a AMERICAN STORES PROPERTIES INC., Nevada limited liability company a Delaware corporation � � - By: 6a� Eceyu����� By: "�. �,ee Nlnn �d / Its:— rq�rs c> ..� Its: Vice Presi nt GRANT DEED-2 A-85#9676;Palm Springs,CA Mdc'M Gm DeedOS.DOC 06/25/03 07i02/200i PLI) 10:43 FAX 702 2209064 LAURICH PROP. INC. IM007 STATE OF IDA HO ) --OPTIONAL SECTION— COUNTY OFADA ) CAPACITY CLAIMED BY SIGNER On 4wn5 `% _ 2003, Though statute does not require the Notary to fill in before it UU RUT!'i A. THAYER the data below, doing so may prove invaluable to personally appeared C,hee Mumford,personally persons relying on the same in his/her/their known to me(or proved to me on the basis of authoti>ed capacity(ies), and That by his/her/their satisfactory evidence)to be the person whose name is signature(s) on the instrument the person($)or entity subscribed to the within instrument and upon behalf of which the person(s) acted, executed acknowledged to me that he executed the document, the instrument. WITNESS my hand and official seal ( ) INDIVIDUAL (X) CORPORATE OFFICER(S) Tide(s) Signature �� Vice President tl V` l� U A ( ) PARTNERS ( ) Limited ( ) General 7 ( ) ATTORNEY-IN FACT nZRY RU11 E-i Z.T9�f��P fid ( ) TRUSTEE(S) NOTARY [� �8 ( ) GUARDIAN/CONSERVATOR STIMV-cE OF 1Dr-^VID � O OTHER STATE OPT t/Y'Jvd ) —OPTIONAL SECTION--. COUNTY OF Y, CAPACITY CLAIMED BY SIGNER On rt y 2003, Though statute does not require the Notary to fill in before me, t t� l r7�� ti the data below, doing so may prove invaluable to personally appeared�P �ZGe9✓ Ef err, personally persons relying on the same in his/her/their lmown To me(or proved to me on the basis of authorized capacity(ics), and that by his/her/their satisfactory evidence) to be the person whose name is signature($) on the instrument the person(s) or entity subscribed to the within instr=ent and upon behalf of which the persons)acted,executed acknowledged to mo that he executed the document. the instrument. WTI ' S my hand and official seal ( ) INDIV[DUAL I (X) CORPORATE OFFICER(S) SA atut•e � t'4 F "y ,� ( ) PARTNERS :a s sluy d P ( ) ",':19,'�'"� GE',h11,dE v9rEK R c• Limited ;..tx,;� tvlyp,(;reintmen!Cspi_•.s Y ( ) General ATTORNEY-IN FACT TRUSTEE(S) ( ) GUARDIAN/CONSERVATOR ( ) OTHER GRANT DEED-3 ABS#9676;Palm Springs,CA M$M on�tn�dnst>oc 06/25/03 u7/02i2u0d yvhi) I0:41 FAX 702 2209064 LAITRICH P]ROP.INC. RJ008 S(CI IEPULE Qo G:r znt Deed The East one-half of the Southeast quarter of the 5oictheast quarter of the Northeast quarter of Section 14-, Township 4 South, Range 4 East, San Bernardino Base and Meridian, in the County of Riverside, according to the Map of Agua Caliente Indian Reservation in Schedule 2., Block 225, being Government Lot 164 of said Map anal Allotment No. PS22-Winifred Patencia Preckwinlde; EXCEPTING THEREFROM all rnineral rights, including coal, oil and gas, as reserved in Deed recorded March 15, 1991 as Instrument No. 87449 of Official Records of Riverside County, California. 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