HomeMy WebLinkAbout9/1/2004 - STAFF REPORTS (2) TS
DATE: SEPTEMBER 1, 2004
TO: COMMUNITY REDEVELOPMENT AGENCY
FROM: DIRECTOR OF COMMUNITY& ECONOMIC DEVELOPMENT
APPROVAL OF AN OWNER PARTICIPATION AGREEMENT WITH MAIN STREET
FOOD COURT LLC OF PALM SPRINGS FOR THE DEVELOPMENT OF A FOOD-
RELATED RETAIL PROJECT IN THE 300 BLOCK OF NORTH PALM CANYON DRIVE,
MERGED AREA NO. 1
RECOMMENDATION:
It is recommended that the Agency approve an Owner Participation Agreement
with Main Street Food Court, LLC of Palm Springs for the development of a
8,678 square foot food court project in the 300 block of North Palm Canyon
Drive, on a parcel previously owned by the Agency
SUMMARY:
In June, 1997 the Agency approved a land exchange with Vincent J. Pirozzi and
Karen M. Pirozzi of the Pirozzi Family Trust ("Pirozzi") to facilitate the
development of the Palm Canyon Drive frontage for commercial purposes and
Belardo Road for Agency-owned parking. Pirozzi has since sold the property to
the Developers who have received approval for a food court project on the
parcel. The original exchange agreement and CC & Rs required that at the point
the property were ready to developed, the Agency and Developer would enter an
Owner Participation Agreement ("OPA"). The main deal point in the OPA is that
the parties shall grant reciprocal access to and from the Agency parking lot into
the project's trash enclosure.
BACKGROUND:
On June 12, 1997 and exchange agreement was executed by and between the
Agency and Vincent J. Pirozzi and Karen M. Pirozzi of the Pirozzi Family Trust
("Pirozzi"), swapping a parcel on Belardo Road for an Agency-owned parcel on
North Palm Canyon Drive. The idea was to put the Palm Canyon Drive frontage
in private hands in order to facilitate its development for commercial/retail uses.
Meanwhile, the Agency constructed a public parking lot on the Belardo lot. The
exchange agreement (and the CC & Rs with the City) required that at the time of
development the owners would come back to the Agency for approval of an
Owner Participation Agreement. Pirrozzi sold the property to the current
Developers, Main Street Food Court, LLC of Palm Springs ("Developer"). The
Developer has proposed a retail center that is essentially a "food court,"
comprised of several quick serve (but not fast food) restaurants. The Developer
has emphasized non-national tenants and has rejected fast food operators.
Already committed are a Guacamole's (based in Palm Springs) and a store
owned by the owners of Maria's Italian Kitchen in Los Angeles (though likely
under another name). Other leases are currently under negotiation.
cra �
Staff has prepared an OPA for approval by the Agency. The main issue in the
OPA is the approval of a reciprocal access agreement that grants the property
access to its trash enclosure from the Agency parking lot.
Such an agreement is necessary because the Owner's property does not have
access to its enclosure except through the Agency property. An Agreement for
access was required as a condition of approval by the City Engineer.
The OPA contains a description of the reciprocal access agreement but does not
contain the final legal description. The approval by the Agency will be in a form
acceptable to the Agency counsel and City Engineer.
There is no financial contribution to the project on the part of the Agency. The
OPA was necessary because it was contemplated in the original exchange
agreement and the access agreement.
J HN S. AYMO D
irec of Comm i y& Economic Development
Approved:
•f
Executive Director
�a
Attachments:
1. Agency Resolution
2. Amendment
4.�
Y
OWNER PARTICIPATION AGREEMENT
THIS OWNER PARTICIPATION AGREEMENT ("Agreement') is entered into this
day of , 2004 by and between the COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and
politic, whose offices are located at 3200 East Tahquitz Canyon Way, Palm Springs, California
92262 ("Agency") and Main Street Food Court, LLC, whose offices are located at 121 So. Palm
Canyon, Suite 216, Palm Springs, California, 92262 ("Participant'). The Agency and the
Participant hereby agree as follows:
1. DEFINITIONS.
1.1. CC&Rs. The term "CC&Rs" shall mean that certain Declaration of
Covenants, Conditions recorded on the Property dated June 12, 1997, by and between the
Agency, Vincent J. Pirozzi and Karen M. Pirozzi Trustees of the Pirozzi Family Trust and the
City.
1.2. Exchange Agreement. The term "Exchange Agreement' shall mean
that certain Exchange Agreement and Joint Escrow Instructions between the Agency and the
Pirozzi Family Trust dated May 27, 1997.
1.3. CCU. The term "City" shall mean the CITY OF PALM SPRINGS, a
chartered municipal corporation, having its offices at 3200 East Tahquitz Canyon Way, Palm
Springs, California 92262.
1.4. Executive Director. The term "Executive Director" shall mean the
Executive Director of Agency.
1.5. Project. The term "Project' shall mean the project to be performed by
the Participant upon the Site more particularly described on Exhibit "B" attached hereto and
incorporated herein by reference.
1.6. Redevelopment Plan. The term 'Redevelopment Plan" shall mean the
Redevelopment Plan for the Palm Springs Central Business Redevelopment Project Area
('Project Area") as adopted by Ordinance No. 952 of the City Council of City on July 11, 1973,
as amended from time to time. A copy of the Redevelopment Plan is on file in the office of the
City Clerk of the City. The Redevelopment Plan is incorporated herein by this reference and
made a part hereof as though fully set forth herein.
1.7. Schedule of Performance. The term "Schedule of Performance" shall
mean that certain Schedule attached hereto as Exhibit "C" and incorporated herein by
reference.
1.8. Site or Property. The term "Site" or 'Property" shall mean that certain
real property owned by Participant located on North Palm Canyon Drive in the City of Palm
Springs, State of California, more particularly described on Exhibit "A" attached hereto and
incorporated herein by reference.
s
1003/012/26343.02
2. PURPOSE OF AGREEMENT.
The purpose of this Agreement is to complete the requirements of the Exchange
Agreement and CC&Rs and to effectuate the Redevelopment Plan for the Project Area by
rehabilitating the Site within the Project Area. The rehabilitation of the Site, which is located
within the Project Area, and the fulfillment generally of this Agreement are in the best interests
of the City and the welfare of its residents and are in accordance with the public purposes and
provisions of applicable federal, state, and local laws and regulations, under which the Project
has been undertaken and is being assisted.
3. CONSTRUCTION OF THE PROJECT.
3.1. Plans and Specifications. The Participant shall construct the Project
upon the Site in accordance with construction drawings, working specifications and related
documents that have been submitted to and approved by the Agency in advance and in writing
according to the description in Exhibit "B".
3.2. Permits. Before commencement of construction of the Project,
Participant shall obtain any and all permits and approvals which may be required by the City or
any other governmental agency with jurisdiction.
3.3. Governmental Approvals. Notwithstanding anything herein contained to
the contrary, it is expressly understood by the parties hereto that the Agency makes no
representations or warranties with respect to the approvals required by any other governmental
entity or with respect to approvals hereinafter required from the City or the Agency. The Agency
reserves full police power authority over the Project and the Participant acknowledges that the
City retains such full police power as well. Nothing in this Agreement shall be deemed to be a
prejudgment or commitment with respect to such items nor to guarantee that such approvals or
permits will be issued within any particular time or with or without any particular conditions.
3.4. Costs of Construction. The cost of constructing the Project shall be
borne by the Participant.
3.5. Construction Schedule. Participant shall submit the construction
drawings, working specifications and related documents for approval by the Agency on or
before the date set forth in the Schedule of Performance. Construction of the Project shall
commence on or before the date set forth in the Schedule of Performance and shall be
completed within the time set forth in the Schedule of Performance except as mutually agreed in
writing by Participant and Agency. The Project shall be deemed complete upon the issuance of
a Certificate of Completion as provided in Section 3.8, or upon notification to the Participant by
the Agency's Director of Community Development that rehabilitation of the Project is complete,
whichever occurs first.
3.6. Right of Access. Representatives of Agency and City shall have the
reasonable right of access to the Site during the period of construction for the purposes of this
Agreement, including, but not limited to, the inspection of the work being performed.
3.7. Nondiscrimination During Construction. Participant, for itself and its
successors and assigns, agrees that during the rehabilitation of the Project, Participant will not
discriminate against any employee or applicant for employment because of race, color, creed,
religion, sex, marital status, ancestry or national origin.
c
_2_
10031012/26343.02
3.8. Certificate of Completion. Upon written request by Participant, and
upon satisfactory completion of the Project, Agency shall issue to Participant a Certificate of
Completion. The Certificate of Completion shall be, and shall so state, a conclusive
determination of satisfactory completion of the Project required by this Agreement, and a full
compliance with the terms of this Agreement relating to commencement and completion of the
Project. After the date Participant is entitled to issuance of the Certificate of Completion, and
notwithstanding any other provision of this Agreement to the contrary, any party then owning or
thereafter purchasing, leasing or otherwise acquiring any interest in the Site shall not (because
of any such ownership, purchase, lease or acquisition) incur any obligation or liability under this
Agreement, except that such party shall be bound by the covenants that survive the issuance of
the Certificate of Completion, as set forth in the CC&RS. The Certificate of Completion is not a
notice of completion as referred to in California Civil Code Section 3093.
3.9. Insurance and Indemnification.
(a) Insurance. Prior to the commencement of any construction by
Participant of the Project, Participant or its contractor for the work hereunder, shall procure and
maintain in a form and content satisfactory to Agency, during the entire term of construction, the
following policies of insurance:
(i) Comprehensive General Liability Insurance. A policy of
comprehensive general liability insurance written on a per occurrence basis in an amount not
less than either (i) a combined single limit of ONE MILLION DOLLARS ($1,000,000.00) or (ii)
bodily injury limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) per person, ONE
MILLION DOLLARS ($1,000,000.00) per occurrence and ONE MILLION DOLLARS
($1,000,000.00) products and completed operations and property damage limits of FIVE
HUNDRED THOUSAND DOLLARS ($500,000.00) per occurrence and ONE MILLION
DOLLARS ($1,000,000.00) in the aggregate.
(ii) Worker's Compensation Insurance. 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 both the Participant,
Agency and the City 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 Participant in the
course of carrying out the work or services contemplated in this Agreement.
(iii) Automotive Insurance. A policy of comprehensive automobile
liability insurance written on a per occurrence basis in an amount not less than either (i) bodily
injury liability limits of $250,000.00 per person and $500,000.00 per occurrence and property
damage liability limits of $100,000.00 per occurrence and $250,000.00 in the aggregate or (ii)
combined single limit liability of $500,000.00. Said policy shall include coverage for owned,
non-owned, leased and hired cars.
(iv) Builder's Risk Insurance. A policy of "builder's risk" insurance
covering the full replacement value of all of the improvements to be constructed by Participant
pursuant to this Agreement.
All of the above policies of insurance shall be primary insurance and shall name Agency,
City, and their officers, employees and agents as additional insureds. The insurer shall waive
all rights of subrogation and contribution it may have against Agency, City, and their officers,
employees and agents and their respective insurers. All of said policies of insurance shall
1003/012/26343.02
provide that said insurance may not be amended or cancelled without providing thirty (30) days
prior written notice by registered mail to Agency and City. In the event any of said policies of
insurance are cancelled, the Participant or its contractor shall, prior to the cancellation date,
submit new evidence of insurance in conformance with this Section to the Executive Director.
No work or services under this Agreement shall commence until the Participant has provided
Agency with Certificates of Insurance or appropriate insurance binders evidencing the above
insurance coverages and said Certificates of Insurance or binders are approved by Agency.
The policies of insurance required by this Agreement shall be satisfactory only if issued
by companies qualified 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.
Participant shall provide in all contracts with contractors, subcontractors, architects and
engineers that said contractor, subcontractor or engineer shall maintain the policies of insurance
required to be maintained pursuant to this Section.
The Participant agrees that the provisions of this Section shall not be construed as
limiting in any way the extent to which the Participant may be held responsible for the payment
of damages to any persons or property resulting from the Participant's activities or the activities
of any person or persons for which the Participant is otherwise responsible.
(b) Indemnification. During the period of construction of any of the
improvements pursuant to this Agreement and until such time as is issued a Certificate of
Completion for the Project, Participant agrees to and shall indemnify and hold the Agency and
the City harmless from and against all liability, loss, damage, cost or expenses (including
reasonable attorneys' fees and court costs) arising from or as a result of the death of any
person or any accident, injury, loss, or damage whatsoever caused to any person or to the
property of any person which shall occur on the Site and which shall be directly or indirectly
caused by the acts done thereon or any errors or omissions of the Participant or its agents,
servants, employees or contractors.
4. USE OF THE SITE.
4.1. No Inconsistent Uses. Participant covenants and agrees that it shall not
devote the Site to uses inconsistent with the Redevelopment Plan, the applicable zoning
restrictions, this Agreement or the CC&Rs.
4.2. CC&Rs. The CC&Rs shall continue in full force and effect with the
exception that this OPA shall satisfy the requirement for an OPA at the time of the property
development.
5. ENFORCEMENT.
5.1. Events of Default. In the event either party defaults in the performance
or observance of any covenant, agreement or obligation set forth in this Agreement, and if such
default remains uncured for a period of thirty (30) days after written notice thereof shall have
been given by the non-defaulting party, or, in the event said default cannot be cured within said
time period, the defaulting party has failed to commence to cure such default within said thirty
-4-
1003/012/26343.02
(30) days and diligently prosecute said cure to completion, then the non-defaulting party shall
declare an event of default to have occurred hereunder.
5.2. Remedies. In addition to any other rights or remedies that may be
available and subject to the requirements of Section 5.1 above, either party to this Agreement
may institute a legal or equitable action to cure, correct or remedy any default, to recover
damages for any default or to obtain any other remedy consistent with the purposes of this
Agreement. If either party defaults hereunder by failing to perform any of its obligations herein,
each party agrees that the other shall be entitled to the judicial remedy of specific performance,
and each party agrees (subject to its reserve right to contest whether in fact a default does
exist) not to challenge or contest the appropriateness of such remedy. In this regard,
Participant specifically acknowledges that Agency is entering into this Agreement for the
purpose of assisting in the redevelopment of the Site and not for the purpose of enabling
Participant to speculate with land.
5.3. No Waiver. Waiver by either party of the performance of any covenant,
condition or promise shall not invalidate this Agreement, nor shall it be considered a waiver of
any other covenant, condition or promise. Waiver by either party of the time for performing any
act shall not constitute a waiver of time for performing any other act or an identical act required
to be performed at a later time. The delay or forbearance by either party in exercising any
remedy or right as to any default shall not operate as a waiver of any other default or of any
rights or remedies or to 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.
5.4. 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 its 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 another party.
5.5. Attorneys' Fees. In the event of litigation between the parties arising
out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys'
fees and other costs and expenses incurred in addition to whatever other relief to which it may
be entitled.
6. MISCELLANEOUS.
6.1. Governing Law. The laws of the State of California shall govern the
interpretation and enforcement of this Agreement.
6.2. Notices. Formal notices, demands, and communications between
Agency, City and Participant shall be sufficiently given if personally delivered or dispatched by
registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth
above. All notices shall be deemed to be received as of the earlier of actual receipt by the
addressee thereof or the expiration of forty-eight (48) hours after depositing in the United States
Postal System in the manner described in this Section.
6.3. Conflicts of Interest. No member, official, or employee of 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 this Agreement which affects his
7
-5-
1003/012/26343.02
personal interests or the interests of any corporation, partnership, or association in which he is,
directly or indirectly, interested.
6.4. Nonliability of Agency Officials and Employees. No member, official,
employee, or consultant of Agency or City shall be personally liable to Participant, or any
successor in interest of Participant, in the event of any default or breach by Agency or for any
amount which may become due to Participant or to its successor, or on any obligations under
the terms of this Agreement.
6.5. Maintenance of Books and Records. [RESERVED].
6.6. Modifications. Any alteration, change or modification of or to this
Agreement, in order to become effective, shall be made by written instrument or endorsement
thereon and in each such instance executed on behalf of each party hereto.
6.7. Assurances to Act in Good Faith. Agency and Participant agree to
execute all documents and instruments and to take all action and shall use their best efforts to
accomplish the purposes of this Agreement. Agency and Participant shall each diligently and in
good faith pursue the satisfaction of any conditions or contingencies subject to their approval.
6.8. Severability. Wherever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable law. If, however,
any provision of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this Agreement.
C, Ir�
-6-
1003/012/26343.02
IN WITNESS WHEREOF the Agency and Participant have executed this Agreement as
of the date first written above.
"AGENCY"
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, a public body,
corporate and politic
ATTEST: By:
Executive Director
By:
Secretary
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Agency Counsel
'PARTICIPANT'
By:
Its:
By:
Its:
raw
-7-
1003/012/26343.02
EXHIBIT "A"
LEGAL DESCRIPTION OF THE SITE
THAT CERTAIN REAL PROPERTY LOCATED IN THE CITY OF PALM SPRINGS, COUNTY
OF RIVERSIDE, STATE OF CALIFORNIA AS MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
ALL THAT PORTION OF LOT 5, BLOCK 23 OF PALM SPRINGS, AS
RECORDED IN MAP BOOK 9, AT PAGE 432, RECORDS OF SAN DIEGO
COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 5, THENCE N
890-50'00" E ALONG THE NORTH LINE OF SAID LOT 5, A DISTANCE OF
128.75 FEET;
THENCE LEAVING SAID NORTH LINE, S 000-08'-00" E A DISTANCE OF
100.00 FEET;
THENCE N 890-50'-00" E A DISTANCE OF 128.75 FEET TO THE EASTERLY
LINE OF SAID LOT 5;
THE FOLLOWING THREE COURSES BEING ALONG THE EASTERLY,
SOUTHERLY AND WESTERLY LINES OF SAID LOT 5;
THENCE S 000-08'-00" E A DISTANCE OF 50.00 FEET;
THENCE S 890-50'-00" W A DISTANCE OF 257.50 FEET;
THENCE N 000-08'-00" W A DISTANCE OF 150.00 FEET TO THE POINT OF
BEGINNING
cCO.. . ® !
EXHIBIT "A"
TO OWNER PARTICIPATION AGREEMENT
Page 1 of 1
1003/012/26343.02
EXHIBIT "B"
DESCRIPTION OF PROJECT
1. OPEN FOR LANDSCAPING (" INDICATES PALM TREE);
2. LOW WALL (30" HIGH);
3. WATER FEATURE (FULL HEIGHT OF WALL 10'-0");
4. ICE CREAM OR COFFEE KIOSK (GLASS FROM COUNTER TOP TO CEILING, PASS
THRU WINDOW TO OUTSIDE);
5. DECORATIVE COLUMNS THAT PENETRATE ROOF (POSSIBLY INTERNALLY
ILLUMINATED);
6. ROOF OVERHANG WITH DECORATIVE FASCIA;
7. PALM TREES PENETRATE ROOF OVERHANG;
8. INTERIOR DECORATIVE SOFFIT/FASCIA;
9. TENANT SIGNS SUSPENDED FROM SOFFIT, ANGLED FOR MAXIMUM VIEW;
10. NEUTRAL PIERS, DECORATIVE, POSSIBLY INTERNALLY ILLUMINATED;
11. DECORATIVE WALL FEATURE, SIGN ELEMENT; AND
12. MULTI-COLORED PATIO SURFACE.
EXHIBIT "B"
TO OWNER PARTICIPATION AGREEMENT
Page 1 of 13
1003/012/26343.02
EXHIBIT C
SCHEDULE OF PERFORMANCE
Description Date
1. Participant to submit plans and On or before March 31, 2004.
drawings for the project
2. Participant to secure all government On or before September 1, 2004.
approvals related to the Project
3. Participant to commence construction Within sixty (60) days of approvals.
of Project
4. Participant to complete construction Within 360 days of commencement.
of the Project
C ca
EXHIBIT "C"
TO OWNER PARTICIPATION AGREEMENT
Page 1 of 1
1003/012/26343.02
EXHIBIT D
CERTIFICATE OF COMPLETION
FREE RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY
3200 E.Tahquitz Canyon Way
Palm Springs, California 92262
Attn: Executive Director
(Space Above This Line For Recorder's Office Use Only)
CERTIFICATE OF COMPLETION
WHEREAS, by an Owner Participation Agreement (hereinafter referred to as the
"Agreement") dated , 2004, by and between THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS (hereinafter referred to as
"Agency"), and Main Street Food Court, LLC, (hereinafter referred to as "Participant'),
Participant has redeveloped the real property (the "Site"), legally described on Exhibit 1
attached hereto and incorporated herein by reference, according to the terms and conditions of
said Agreement; and
WHEREAS, pursuant to Section 3.7 of the Agreement, promptly after completion of all
construction work to be completed by Participant upon the Site, and upon request by
Participant, Agency shall furnish Participant with a Certificate of Completion in such form as to
permit it to be recorded in the Official Records of the County of Riverside; and
WHEREAS, the issuance by Agency of the Certificate of Completion shall be conclusive
evidence that Participant has complied with the terms of the Agreement pertaining to the
redevelopment of the Site; and
WHEREAS, Participant has requested that Agency furnish Participant with the
Certificate of Completion; and
WHEREAS, Agency has conclusively determined that the redevelopment of the Site has
been satisfactorily completed as required by the Agreement; and
WHEREAS, the Agreement provided for certain covenants to run with the land, which
covenants were incorporated in a Declaration of Covenants, Conditions and Restrictions (the
"Declaration");
3
6
EXHIBIT "D"
TO OWNER PARTICIPATION AGREEMENT
Pagel of 3
1003/01 /26343.02
NOW, THEREFORE:
1. As provided in the Agreement, Agency does hereby certify that redevelopment of
the Site has been fully and satisfactorily performed and completed, and that such
redevelopment is in full compliance with said Agreement.
2. This Certificate shall not constitute evidence of Participant's compliance with the
Declaration, the provisions of which shall continue to run with the land.
3. This Certificate of Completion shall not constitute evidence of compliance with or
satisfaction of any obligation of Participant to any holder of a mortgage, or any insurer of a
mortgage, securing money loaned to finance construction work on the Site, or any part thereof.
Nothing contained herein shall modify in any way any other provision of said Agreement.
4. This Certificate 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 Agreement or any other provisions of the documents
incorporated therein.
IN WITNESS WHEREOF, Agency has executed this Certificate as of this day of
1200_.
THE COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS
By
Executive Director
C
EXHIBIT "D"
TO OWNER PARTICIPATION AGREEMENT
Page 2 of 3
1003/012/26343 02
Attachment 1 to EXHIBIT D
LEGAL DESCRIPTION OF SITE
THAT CERTAIN REAL PROPERTY LOCATED IN THE CITY OF PALM SPRINGS, COUNTY
OF RIVERSIDE, STATE OF CALIFORNIA AS MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
ALL THAT PORTION OF LOT 5, BLOCK 23 OF PALM SPRINGS, AS
RECORDED IN MAP BOOK 9, AT PAGE 432, RECORDS OF SAN DIEGO
COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 5, THENCE N
890-50'00" E ALONG THE NORTH LINE OF SAID LOT 5, A DISTANCE OF
128.75 FEET;
THENCE LEAVING SAID NORTH LINE, S 00°-08'-00" E A DISTANCE OF
100.00 FEET;
THENCE N 890-50'-00" E A DISTANCE OF 128.75 FEET TO THE EASTERLY
LINE OF SAID LOT 5;
THE FOLLOWING THREE COURSES BEING ALONG THE EASTERLY,
SOUTHERLY AND WESTERLY LINES OF SAID LOT 5;
THENCE S 000-08'-00" E A DISTANCE OF 50.00 FEET;
THENCE S 890-50'-00" W A DISTANCE OF 257.50 FEET;
THENCE N 000-08'-00" W A DISTANCE OF 150.00 FEET TO THE POINT OF
BEGINNING
C rt)
EXHIBIT "D"
TO OWNER PARTICIPATION AGREEMENT
Page 3 of 3
1003/012/26343.02
WHEN RECORDED, RETURN TO:
Community Redevelopment Agency of the City
of Palm Springs
3200 Tahquitz Canyon Way
P.O. Box 2743
Palm Springs, California 96663
Attn: Assistant Secretary
GRANT OF RECIPROCAL EASEMENTS
FO INGRESS, EGRESS AND VEHICULAR ACCESS
This agreement is entered into as of 2004 by and between
, a and THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and
politic, hereinafter collectively referred to as "Parcel Owners".
RECITALS
Each of the herein named parties is the owner in fee of that certain property described as
follows:
Parcel Owner Description of Parcel
Main Street Food Court, LLC .29 acres more or less in a portion of Lot 5,
Block 23 Map 9/Book 432 Map of Palm
Springs in the records of San Diego County
APN 513 082 042
Community Redevelopment Agency .60 acres more or less in a portion of Lot 5,
Block 23 Map 9/Book 432 Map of Palm
Springs in the records of San Diego County
APN 513 082 043
The above-referenced parcel owners desire to acquire certain rights in each other's parcel
and each owner desires t grant certain rights in their parcel to each other parcel owner;
NOW, THEREFORE, the parties covenant and agree as follows:
1. Grant of Easement. Each of the above-referenced property owners and their
employees, successors, assigns, tenants, customers, and all of them, grant a nonexclusive
easement of ingress, egress, and access, over and upon and across each of said properties
identified above and as noted in Exhibit "A" hereto by cross-hatched notations. The reciprocal
access easements granted herein are to be used for vehicular access over and upon and across
each of the above-referenced properties pursuant to the Owner Participation Agreement approved
by each owner and entered into on 2004.
The reciprocal ingress and egress easements granted herein are to be used for
ingress and egress by vehicle and pedestrian traffic over, upon and across the respective
easement properties pursuant to the Amended and Restated Redevelopment Plan for Merged
Project Area#1, approved by the City of Palm Springs.
2. Nonexclusive Easement. The easements granted herein are nonexclusive and the
owners of the respective properties described above hereby reserve and retain the right to make
any use of the land underlying the easement, provided however, that such use shall not interfere
unreasonably with the use and enjoyment of the reciprocal easements granted herein.
3. Maintenance, Repair and Taxes. The maintenance, repair and payment of real
property taxes and assessments for each parcel of real property which is subject to the reciprocal
easements granted herein shall be borne by the owner in fee of each respective parcel. Each
parcel owner shall adequately and properly maintain its parcel so that the beneficial enjoyment
of the easements granted herein will not be impaired. It is the intent that the maintenance of each
parcel shall be done to such an extent as to maintain a first class and proper appearance for each
such parcel in the project.
4. Successors and Assigns. This Agreement, including the grant of easement and
all rights and duties of the parties, shall inure to the benefit of and be binding upon the heirs,
successors and assigns of the parties hereto.
5. Miscellaneous Provisions.
(a) There are no representations,warranties or other agreements between the
parties as to the matters described in this Agreement except as expressly stated herein, and this
Agreement fully states the agreement of the parties as to such matters.
(b) No change, amendment, alteration or revision of this Agreement shall be
valid unless in writing and signed by the parties hereto.
(c) The parties hereto shall not assign, transfer, convey or delegate any of its
rights and duties in respect to the easement, property or under this Agreement, except as part of
the assignment, transfer or conveyance of the property to which the easement property is
appurtenant. Any other attempted assignment of such easement property or such rights and
duties of the parties, whether voluntary or involuntary or by operation of law, shall be void and of
no effect.
(d) In any action or proceeding between the parties to enforce any provision
hereof;the party prevailing shall be entitled to reasonable attorney's fees in addition to such other
relief.
(e) Except as otherwise provided herein, all covenants, agreements and
representations will survive the execution of this Agreement and any conveyances, transfers and
deliveries contemplated herein.
Dated:
by:
Dated:
by:
v
RESOLUTION NO.
OF THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF PALM SPRINGS,
CALIFORNIA, APPROVING AN OWNER
PARTICIPATION AGREEMENT WITH MAIN
STREET FOOD COURT, LLC TO APPROVE A
RECIPROCAL ACCESS AGREEMENT TO
EFFECTUATE THE CONSTRUCTION OF A
COMMERCIAL PROJECT IN THE 300 BLOCK OF
NORTH PALM CANYON DRIVE IN MERGED
PROJECT AREA#1
---------------------
WHEREAS, the Community Redevelopment Agency of the City of Palm Springs, California
("Agency") is constituted under the Community Redevelopment Law (California Health and
Safety Code Section 33000 et. seq.) to carry out the purpose as the redevelopment in the City
of Palm Springs ("the City"); and
WHEREAS, the Agency entered an exchange agreement on June 12, 1997 with Vincent J.
Pirozzi and Karen M. Pirozzi of the Pirozzi Family Trust ("Pirozzi") to facilitate the development
of the Palm Canyon Drive frontage for commercial purposes and the Belardo Road parcel for
Agency-owned parking; and
WHEREAS, Pirozzi sold the property to Main Street Food Court, LLC, (Developer); and
WHEREAS, Developer proposes a 7,511 square foot court with a 1,567 square foot patio area
in the 300 block of North Palm Canyon Drive, with reciprocal access to an Agency-owned
parking lot located on Belardo Road; and
WHEREAS, Developer received Planning Commission approval of the project on October 8,
2003, with a requirement in the Conditions of Approval to gain reciprocal access to its trash
enclosure from the Agency through its parking lot; and
WHEREAS, the original exchange agreement and CC & Rs required that at the point the
property were ready to developed, the Agency and Developer would enter an Owner
Participation Agreement("OPA"); and
WHEREAS, the Agency has considered the staff report, and all the information, testimony and
evidence provided during the Agency public meeting on September 1, 2004.
NOW, THEREFORE, BE IT RESOLVED by the Community Redevelopment Agency of the City
of Palm Springs as follows:
SECTION 1. The above recitals are true and correct and incorporated herein.
SECTION 2. Pursuant to the California Environmental Quality Act (CEQA), the
Community Redevelopment Agency finds as follows:
a) In connection with the approval of the OPA, a Mitigated
Negative Declaration was prepared in compliance with
CEQA, the State CEQA Guidelines and the City's CEQA
procedures. The Community Redevelopment Agency
finds that there are no changes in the effects of the
C (-a--a. %
proposed project or the circumstances in which it is being
carried out, which require any modification of the
Environmental Assessment/Mitigated Negative Declaration
and finds that it adequately discusses the potential
significant environmental effects of the proposed project
(land use, traffic/circulation, parking, air quality, noise,
aesthetics, geology/soils, water quality, drainage, public
utilities, public safety, archaeological/historic resources
and light and glare). The Community Redevelopment
Agency further finds that the Environmental
Assessment/Mitigated Negative Declaration reflects its
independent judgment.
SECTION 3. This project improves a blighted site in Merged Project Area #1 (the
Central Business District Redevelopment Project Area) and will increase
tax increment to the Agency and the City.
SECTION & The Agency does hereby find and determine as follows:
(a) The property was originally developed in the 1930's as an
automobile service station but declined in economic value,
and was demolished in the 1980's. It has been vacant for
the past two decades. The Agency acquired the parcel for
development purposes and entered an exchange
agreement with Pirozzi to place the developable portion in
private hands and to develop public parking on Belardo
Road.
(b) The OPA effectuates the purposes of the Community
Redevelopment Law by reversing or alleviating any serious
physical, social, and economic burden of the Community
which cannot reasonably be expected to be reversed or
alleviated by private enterprise acting alone, in that the
assistance will facilitate the redevelopment and operation
retail buildings by causing the construction and upgrade of
the property, placing the property in the hands of a first
class operator, in order to maintain existing sales tax
revenue and attract additional commercial development
within the City and increase the City's tax base.
(c) The OPA effectuates the purposes of the Community
Redevelopment Law as it is intended to eliminate blight
and promote the health, safety and general welfare of the
people of Palm Springs.
SECTION 8. The proposed project is consistent with the Implementation Plan
for this area, insofar as this project will increase tax increment and
will expand commercial opportunities in a block that has seen
significantly less private investment than other areas of the
downtown. It will increase the City's tourist business by
expanding unique dining opprtunities and creating an
architecturally inviting project on a previously blghted property on
the City's main thoroughfare.
cm . a .Z2.-
SECTION 9. Based on foregoing reasons, this OPA is hereby approved and
incorporated herein by this reference.
SECTION 10. The Chairman of the Agency, and/or his designee, is authorized to
execute all necessary documents, in a form approved by the
Agency Counsel.
ADOPTED this day of , 2004.
AYES:
NOES:
ABSENT:
ATTEST: COMMUNITY REDEVELOPMENT AGENCY
CITY OF PALM SPRINGS, CALIFORNIA
By
Assistant Secretary Chairman
REVIEWED & APPROVED
♦ M 'r�' �