HomeMy WebLinkAbout00389C - LUNDIN DEVELOPMENT RALPHS SHOPPING CENTER ALPHA BETA Lundin Development Co.
. Ralph's Shopping Center
. NW Corner Sunrise & Ramon
AGREEMENT #389C
R1067, 6-16-99
EXCLUSIVE AGREEMENT TO NEGOTIATE -
LUNDIN DEVELOPMENT COMPANY �f
THIS EXCLUSIVE AGREEMENT TO NEGOTIATE("AGREEMENT"),ismadethis 'clay
of ,x, n�� 1999, by and between the PALM SPRINGS COMMUNITY
REDEVE OPMENT AGENCY("AGENCY"),and LEONARD H.LUNDIN AND GREGORY W.
BEVER, DB/A LUNDIN DEVELOPMENT COMPANY("DEVELOPER").
RECITALS
The parties entered into this Agreement on the basis of the following facts, understandings,
and intentions:
A. The Agency is a public body,corporate and politic,exercising governmental functions
and powers and organized and existing under the Community Redevelopment Law of the State of
California (Health and Safety Code Sections 33000, et seq.).
B. The Agency desires to effectuate the Redevelopment Plan for the Palm Springs
Redevelopment Project Area No. 8 (Baristo-Farrell) by providing for the development of a
neighborhood shopping center consisting of a Ralphs Supermarket of no less than 50,000 square feet
plus other retail shops at the northwest corner of Sunrise Way and Ramon Road (the "Shopping
Center").
C. The Developer represents that it has an agreement with Ralphs Grocery Company
(Ralphs), to locate in a new store at the Site. The term "Developer" as used herein includes the
principals, partners, and joint venturers of Developer and all obligations of Developer herein shall be
the joint and several obligations of such principals, partners, and joint venturers.
D. The Agency and Developer desire, for the period set forth herein, to ,negotiate
diligently and in good faith to prepare an agreement whereby the Developer would locate said grocery
tenant within the Shopping Center.
NOW, THEREFORE, and in consideration of the mutual covenants hereinafter contained,
it is mutually agreed upon by the parties as follows:
SECTION 1. NATURE OF NEGOTIATIONS.
A. Good Faith. The Agency and the Developer agree that for the period set forth in
Section 2 herein they will negotiate diligently and in good faith to prepare and enter into an agreement
(the"DDA")consistent with the provisions of this Agreement for the development of neighborhood
shopping center for a Ralphs Supermarket and other retail and service users on the Site specified
herein. The development will be subject to all rules, regulations, standards, and criteria set forth in
the Redevelopment Plan,the City's General Plan,applicable specific plans and zoning regulations, and
with this Agreement. The negotiation will include discussions of the renewal of the former
Ralph's store on South Palm Canyon Drive
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B. Site. The Project shall be located upon the following real property, as shown in the
"Site Map," attached hereto as Exhibit "A" and incorporated herein by this reference. The Site is
currently divided into five ownerships, herein designated as the "Bochner Parcel," the "Patencio
Parcel," the "Shell Parcel," the "Riverside County Flood Control District Parcel," and the"Desert
Water Agency Parcel."
C. Construction and Ownership Concept. The Developer's interest shall be fee. The
design shall be consistent with the Agency's and the City's design guidelines. Developer's architect
shall work with the City's design guidelines to create a harmonious and attractive Shopping Center
with a distinct identity. The Developer is responsible for financing and constructing all improvements
upon the Site. The Shopping Center shall be a "neighborhood shopping center" with the anchor
tenant a Ralphs Supermarket occupying 50,000 or more square feet, and ancillary retail tenants to
include uses such as general merchandise, a service station, restaurants, services, and similar uses.
The project shall include demolition of the existing service station. Developer shall operate the
common areas, and the Site will be subject to a declaration of covenants, conditions, and restrictions
to govern the continued operation of the Shopping Center.
D. Financial Provisions. The Developer is responsible for acquisition of the site and
financing and constructing all improvements upon the Site. Developer shall pay for all necessary
public improvements and pay all City's fees for processing the Project, without assistance from the
Agency.
E. Schedule. The Developer's goal is to develop the Shopping Center for opening by
December, 2000. The DDA shall contain a Schedule of Performance. Due to the need to possibly
acquire the Bochner Parcel through condemnation, the Bochner Parcel may be delivered in a later
phase.
F. Use and Transfer Restrictions. The DDA 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 consistent with and promote the Shopping Center, (ii)
to prevent speculation, (iii)to assure that any transferee has the resources, capability and experience
to successfully operate the Ralphs Supermarket as a part of the Shopping Center, (iv)to assure long-
term maintenance of the shopping center in a productive and attractive condition, and(iv)to provide
an adequate financial return to the Agency.
G. Property Acquisition. The assembly ofthe site may involve an involuntary acquisition
of property. To the extent provided by law, the DDA will contain provisions that the Agency will
consider the use of its power of eminent domain for site assemblage should voluntary negotiations
be unsuccessful but Agency shall have no liability whatsoever to Developer if Agency should decide
not to undertake condemnation. Nothing herein shall be deemed to obligate Agency to undertake
such acquisition by condemnation. If the Agency shall undertake such acquisition, Developer shall
be solely liable for the cost thereof, including the legal costs, attorney fees, the amount of just
compensation,irrespective of the amount, or the award of attorney fees to the defendant, if awarded.
H. Exclusivity. The Agency agrees for the period set forth in Section 2 that it will not
negotiate with or enter into any agreement with any other entity for development of the Site, and the
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Developer agrees not to negotiate with any other person or entity regarding the relocation or major
expansion ofits Ralphs supermarket,nor forthe development of new neighborhood shopping center
within the territorial jurisdiction of Palm Springs or within 2 miles of the boundary thereof without
the approval of Agency.
SECTION 2. PERIOD OF NEGOTIATIONS.
The period of negotiation shall be two hundred seventy (270) days from the date this
Agreement is signed by the Agency, and this Agreement shall terminate after the expiration of such
period unless extended as follows:
A. For sixty(60)days if an agreement has been prepared by the Agency and executed by
the Developer, and has been submitted to the Agency but has not yet been approved by the Agency
Board; or
B. For thirty(30)days ifthe major business terms have been agreed to and the Executive
Director determines that further negotiations are likely to result in a written agreement; or
C. By mutual agreement of the parties.
Developer understands and acknowledges that ifnegotiations culminate in an agreement,such
agreement shall be effective only after and if the agreement has been considered and approved by the
Agency 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 Developer to determine the feasibility of its participation in the
Shopping Center. The Developer shall fully cooperate in the development of the Project design and
financing plan. During the period of negotiation and as requested by the Agency,the Developer shall
submit to the Agency the following:
A. Full disclosure of Developer's principals, partners, joint venturers, negotiators,
consultants, professional employees, or other associates of the Developer who are participants or
principals of the Project, and all other relevant information concerning the above.
B. Statement of financial condition in sufficient detail to demonstrate Developer's
financial capabilities, those of its principals, partners, joint venturers, and those of its prospective
Developers to satisfy the commitments necessitated by the Project. To the extent Developer wants
such financial statements to remain confidential, they shall be supplied to the Agency only if the
confidentiality of the statements can be maintained.
C. All information necessary for the design of the Project to meet the Developer's
reasonable requirements. In addition, Developer shall take all actions necessary to obtain
construction and permanent financing, and to obtain manufacturer approval of relocation.
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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 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. Preparation ofAgreement. If agreement is reached on the business terms for inclusion
in the agreement, the Agency shall prepare such agreement for consideration by the Developer.
Agency's expenses shall be chargeable against the Good Faith Deposit.
B. Zoning. The Agency will undertake all acts necessary to rezone such portions of the
property as may be necessary to permit the Shopping Center on the Site.
SECTION 5. GOOD FAITH DEPOSIT.
Concurrently with the execution of this Agreement,Developer shall submit to the Agency a
good faith deposit in the sum ofFifteen Thousand Dollars($15,000.00)in the form of a cash deposit,
cashiers' check, irrevocable letter of credit, or other form of security acceptable to the Agency to
insure that the Developer will proceed diligently and in good faith to negotiate and perform all of the
Developer's obligations under this Agreement. If the deposit is in cash or a certified cashiers'check,
it shall be deposited in an interest-bearing account in a bank or trust company selected by the Agency.
Interest, if any, shall be added to the deposit and held as additional security for the Developer's
obligations hereunder. Upon termination of this Agreement the balance,less charges deducted from
the deposit pursuant to section 4(A), shall be returned to the Developer provided that the Developer
has negotiated diligently and in good faith and carried out its obligations hereunder. IfDeveloper has
failed to do so, in as much as the actual damages which would result from a breach by Developer of
its obligations under this Agreement are uncertain and would be impractical or extremely difficult to
determine, Agency shall be entitled to retain the entire amount of said deposit, as liquidated and
agreed damages. It is further understood that the DDA will require an increase in the good faith upon
execution of the DDA. The aggregate good faith deposit then required shall be at least Twenty Five
Thousand Dollars ($25,000.00).
SECTION 6. MISCELLANEOUS.
A. No commissions. The Agency shall not be liable for any real estate commission or any
brokers'fees which. may arise herefrom. 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 Agreement do not
result in the execution of an agreement, Developer shall transfer to Agency copies of any reports,
studies, analysis, site plan layouts, development cost estimates, engineering studies, memorandums,
or similar documents regarding the proposed development and prepared during the period of
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negotiations,which copies shall become the property ofAgency. 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 ofthe preparers of such documents including,
without limitation, the copyright (if any) associated with such documents.
C. Purpose of Contract. It is expressly understood and agreed by the parties hereto that
this is an Agreement regarding the conduct of contract negotiations only and does not convey any
interest in the property whatsoever. it is further agreed and understood that this Agreement does not
imply any obligation on the part of the Agency to enter into any agreement that may result in
negotiations contemplated herein.
D. Amendment. This Agreement may only be amended by a document in writing signed
by the parties hereto.
E. Time for Acceptance. This Agreement, when executed by the Developer and
delivered to the Agency, shall constitute a binding offer which cannot be withdrawn prior to June 30,
1999, so that the Agreement may be presented to the Agency Board. Notwithstanding any other
provision herein to the contrary,Agency shall not be obligated hereunder unless and until the Agency
Board authorizes the Chairman to execute this Agreement.
F. COEporate Authority. The persons executing this Agreement on behalf ofthe parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Agreement on behalf of said party, (iii)by so executing this Agreement, such
party is formally bound to the provisions ofthis Agreement,and(iv)the entering into this Agreement
does not violate any provision of any other Agreement to which said party is bound.
627/014084-0001/3258840.1 .06/16/99 5
written.IN WITNESS WIIEREOF,the parties have executed this Agreement as ofthe day first above
"AGENCY"
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, a public body,
corporate and politic
Chairman
A-TT ST:
Agency Secretary —
APPROVED AS TO FORM: �'a�SEtl e" RES, rja�_r_°�l
Cc
1A 37)1z1z-
Agency Co n)el
[SIGNATURES CONTINUED ON NEXT PAGE]
627/014084-0001/3250040.1 a06/16/99 6
"DEVELOPER"
LUNDIN DEVELOPMENT, INC.
(Check One: _individual,;�partnership, _corporation)
[NOTARIZED] 2".."I ,
Signature
Print Name: Leonard H. Lundin{1'K/Print Title: :,rlJ' Flk-
[NOTARIZED] �e�
ignature
Print Name: GregoryW. Bever
Print Title:
Mailing Address:
(Corporations require two signatures; one from each of the following: (A) Chairman of Board,
President, any Vice President; AND (B) Secretary, Assistant Secretary, Treasurer, Assistant
Treasurer, or Chief Financial Officer.)
[END OF SIGNATURES /NOTARY 7URAT(S)FOLLOW]
627/014004-0001/3258840.1 a06/16/99 7
STATE OF CALIFORNIA )
�}kj-.' ) ss.
COUNTY OF
ON VIMc fig', before me, rlow1 . L - ��/ Tr*-�� Notary Public,
personally appeared LBonsk-d 4)• LJnith f 0�m Ly-
personally known to me(or-proved 4o-mc-enThe-bas c _f c ory Pa )to be the person(s)
whose name(s)is/are subscribed to the within instrument and acknowledged to me that behhe/they
executed the same in his/lier/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.
Witness my hand and official seal. [SEAL]
L, FRAA `�
Sign ur C'CALFOANIA N
d'
AV 7
FLAVIA L, FRATTALI
STATE OF CALIFORNIA r'n � Comm.#1114211
) N NOTARY PUBLICCALIFORNIA
) ss. Orange Caunty µ
COUNTY OF ) MV Comm, BMunl 00!2�o Y�Boo�
ON I before me, Notary Public,
personally appeared
personally known to me(or 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.
Witness my hand and official seal. [SEAL]
Signature
627/014084-0001/3258840.1 a06/16/99 8
0 •
EXHIBIT"A"
TO EXCLUSIVE AGREEMENT TO NEGOTIATE
LEGAL DESCRIPTION OF THE PROPERTY
BOCHNER PARCEL. THE EAST ONE HALF OF THE SOUTHEAST QUARTER OF THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP
4 SOUTH, RANGE 4 EAST, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE,
SAN BERNARDINO MERIDIAN, STATE OF CALIFORNIA, ACCORDING TO AN
OFFICIAL PLAT THEREOF;
EXCEPT THE EAST 174.00 FEET OF THE SOUTH 154.00 FEET.
PATENCIO PARCEL. THE WEST HALF OF THE SOUTHEAST QUARTER OF THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP
4 SOUTH, RANGE 4 EAST, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, SAN BERNARDINO MERIDIAN, ACCORDING TO THE
OFFICIAL PLAT THEREOF;
EXCEPT THAT PORTION CONVEYED TO THE RIVERSIDE COUNTY FLOOD
CONTROL AND WATER CONSERVATION DISTRICT BY ORDER RECORDED APRIL
26, 1968 AS INSTRUMENT NO. 39020.
ALSO EXCEPT THAT PORTION IN PARCEL 1 OF RECORD OF SURVEY ON FILE IN
BOOK 38 PAGE 50 OF RECORDS OF SURVEY, RIVERSIDE COUNTY RECORDS AS
CONVEYED TO THE PALM SPRINGS WATER COMPANY BY DEED RECORDED
FE13RUARY 18, 1963 AS INSTRUMENT NO. 16727.
DESERT WATER AGENCY PARCEL. PARCEL 1 AS SHOWN ON RECORD OF
SURVEY, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, ON FILE IN BOOK 38 PAGE 50 OF RECORDS OF SURVEY, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
RIVERSIDE COUNTY FLOOD CONTROL PARCEL. THAT PORTION OF THE
SOUTHEAST QUARTER, SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, SAN
BERNARDINO MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF RAMON ROAD AND
THE WEST LINE OF PARCEL 6020-7 AS SHOWN ON RECORD OF SURVEY FILED
JANUARY 11, 1962, IN RECORD OF SURVEYS BOOK 35, PAGES 71 TO 73, INCLUSIVE,
OFFICE OF THE RECORDER, RIVERSIDE COUNTY, CALIFORNIA;
THENCE SOUTH 89 32' 17" WEST 15 FEET ALONG SAID NORTH LINE OF RAMON
ROAD;
THENCE NORTH 00 02' 11" WEST 361.00 FEET TO THE BEGINNING OF A TANGENT
627/014084-0001/3258840.1 a06/16/99 9
CURVE, CONCAVE TO THE SOUTHWEST, HAVING A CENTRAL ANGLE OF 45 00' 00"
AND A RADIUS OF 218.79 FEET;
THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE 171.84 FEET, MORE
OF LESS, TO A POINT ON THE SOUTHWESTERLY LINE OF SAID PARCEL 6020-7;
THENCE SOUTHERLY ALONG SAID SOUTHWESTERLY LINE OF PARCEL 6020-7 TO
THE POINT OF BEGINNING.
SHELL PARCEL. THE EAST 174.00 FEET OF THE SOUTH 154.00 FEET OF THE EAST
ONE HALF OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 4 SOUTH, RANGE 4 EAST, IN
THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, SAN BERNARDINO
MERIDIAN, STATE OF CALIFORNIA, ACCORDING TO AN OFFICIAL PLAT THEREOF;
627/0140B4-0001/3256840.1 .06/16/99 10 I