HomeMy WebLinkAbout00144C - PA4B11 PETER EPSTEIN AUTO CENTER MOU DDA TERMINATION AGREEMENT
This Termination Agreement is entered into to be effective
the = - day of , 1990 by and between The Luther
Company Limited Partnership, a Minnesota limited partnership
("Luther") and The Community Redevelopment Agency of the City of
Palm Springs, California ("Agency") .
R E C I T A L S:
WHEREAS, Luther, Agency and the City of Palm Springs,
California have entered into that certain Agreement dated
2' � : / 1 , 1990; a true and accurate copy of the fully executed
Agreement is attached to this Termination Agreement as Exhibit "A"
and incorporated herein by this reference for all purposes (the
2 "Agreement") ; and
WHEREAS, pursuant to the terms of the Agreement, Luther and
Agency are obligated to, among other matters, execute a
termination of the Parcel 1 DDA and the Parcel 2 DDA, as those
terms are defined in the Agreement; and
WHEREAS, Agency and Luther, by execution of this Termination
Agreement, are terminating all rights, duties and obligations of
the parties arising out of or connected with the Parcel 1 DDA and
the Parcel 2 DDA.
NOW, THEREFORE, in consideration of the recitals and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto,
Luther and Agency hereby agree as follows:
1. Termination of Parcel 1 DDA and Parcel 2 DDA. Luther
and Agency hereby agree and declare that the Parcel 1 DDA and the
Parcel 2 DDA are hereby terminated and shall be of no further
force and effect and neither party shall have any continuing
liability, right, duty or obligation for any matter arising out of
or connected with the Parcel 1 DDA and the Parcel 2 DDA prior to
this termination.
2 . Retention of Parcel 2 Deposit by Agency. In
consideration of the termination of the Parcel 2 DDA, Agency is
hereby authorized by Luther to retain the sum of $59, 664
previously deposited by Luther with Agency as security for
Luther's performance under the Parcel 2 DDA.
3 . Binding on Successors and Assigns. This Termination
Agreement shall be binding upon, and inure to the benefit of
Luther and Agency and their respective successors and assigns.
4. Governing Law. This Termination Agreement is entered
into, and shall be construed and interpreted in accordance with,
the laws of the State of California.
5. Further Cooperation. The parties agree, each to the
other, to execute and deliver all such other instruments and
documents as may be necessary or appropriate in order to complete
or clarify the transactions taken herein.
IN WITNESS WHEREOF, the parties hereto have executed this
Termination Agreement on the date first above written.
LUTHER•
The Luther Company Limited
Partnership, a Minnesota
limited par ership
By:
Rudy Lut r, General Partner
AGENCY:
Community Redevelopment Agency of
the City of Palm Springs, California
By:
Chairman
and
ca ,� Secretary
RDW95m
Consent to Assignment of MOU &
DDA w/Peter Epsteen , Ltd. to
Luther Co. Ltd. ,Auto Ctr,PA4B11
AGREEMENT #144/#146
CONSESNT TO ASSIGNMENT Resolution #454, 1-7-87
AND -- - — - - --
AMENDMENT TO AGREEMENT
This Agreement is between the Community Redevelopment Agency
of the City of Palm Springs ( "Agency") , the City of Palm Springs
( "City") , and The Luther Company Limited Partnership , a Minnesota
limited partnership ( "Luther") .
WHEREAS :
1 . The Agency and the City have previously entered into a
"Memorandum of Agreement" with Peter Epsteen , Ltd . ( "Epsteen" )
concerning the establishment of an auto center on Ramon Road ; and
2 . Pursuant to that agreement , Epsteen has acquired title
from the Agency to Parcel 1 of Tract 18787 and also entered into
a Disposition and Development Agreement with the Agency ,
concerning the development of Parcel 1 ; and
3 . Pursuant to that agreement , Epsteen is required to
purchase from the Agency Parcel 2 of Tract 18787 and to enter
into a Disposition and Development Agreement concerning the
development of Parcel 2 ; and
4 . Epsteen wishes to convey Parcel 1 to Luther and to
assign to Luther all of its rights and responsibilities with
regard to the Memorandum of Understanding ; and
5 . The City and the Agency are willing to consent to such
an assignment ; and
6 . All of the parties recognize that certain changes in
circumstances require that portions of the Disposition and
Development Agreement for Parcel 1 and the Memorandum of
Understanding be amended .
NOW, THEREFORE , the parties agree as follows :
1 . The City and the Agency consent to the assignment to
Luther and waive any prior defaults by Epsteen .
2 . As to Parcel 1 , Luther shall have 90 days after
acquiring title to Parcel 1 to submit Basic Concept Drawings to
the Agency for review and approval .
3 . As to Parcel 2 , Luther shall have 60 days after
acquiring title to Parcel 1 to execute and deliver a Disposition
and Development Agreement for Parcel 2 to the Agency .
4 . The City will reimburse Luther for the cost of paving
1
the 400 foot street as described in Paragraph 7 of the Memorandum
of Agreement , up to a maximum amount of $40 , 000. The City will
also provide $112 ,500 of financial assistance in meeting the
costs of bringing utilities to the site , removing debris , and
other site preparation costs relating to both Parcel 1 and Parcel
2 .
5 . In lieu of promising to locate particular dealerships
on the property , Luther will guarantee that the 1% portion of
sales tax revenue allocated to the City shall equal at least
$1 , 474 , 267 before March 31 , 1993 . The City shall receive the
following minimum amounts :
For the Period ending March 31 , 1988 $ 59 , 000
March 31 , 1989 260 , 000
March 31 , 1990 285 ,000
March 31 , 1991 315 ,000
March 31 , 1992 380 ,000
March 31 , 1993 176 , 000
If the City does not receive the amounts described above , the
City shall notify Luther and Luther shall promptly pay the
shortfall to the City . Luther shall be entitled to a credit for
amounts received by the City in excess of the minimum amount
relating to a period either before or after the shortfall period .
If the excess occurs in a prior period , the excess amount shall
be credited to the shortfall amount . If the excess occurs in a
later period , Luther may apply for a refund of its prior payment .
Luther may be released from this requirement if the actual sales
justify such a release .
6 . The parties agree to sign such other documents that may
be required to implement this agreement .
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS
Date : January 7, 1987
Executive Director
CITY OF PALM SPRINGS
Date : January 7, 1987 Tr
City Manager
THE LULHTED PARTNERSHIP ,
a Minnited�partnership
Date : January 19, 1987it/ed
E'r,"T 'cf'dii°ltl4i�1�1` S'E "• 2
Pater Epsteen, Ltd. - Auto
3,��' Center at Ramon & Gene Autry
O„ r;; PA4B11
AGREEMENT #144
_ Resolution 392, 1-15-86
� y°'� r,1 ��. r
I` 1 11, � Illi.r,�l iN°� 1i
Economic Development 8c Plousine
(619) 32.3-8197
MEMORANDUM OF AGREEMENT
This agreement is entered into, by and between the Community Redevelopment
Agency of the City of Palm Springs ("Agency") , the City of Palm Springs
("City") and Peter Epsteen, Ltd. ("Dealer") . In recognition of the value
in establishing an auto center in the City of Palm Springs on property
on Ramon Road in Palm Springs, the parties hereto do hereby agree as follows:
PURPOSE OF THE AGREEMENT
The purpose of this agreement is to effectuate the redevelopment plan for
the Ramon-Bogie Redevelopment project area of the Agency and making
provisions for financial assistance to reduce the cost of land acquisition
for Peter Epsteen, Ltd. in order to facilitate relocation of Peter Epsteen,
Ltd. from its current location to the north east corner of Ramon Road and
Gene Autry Trail . The development of the project pursuant to this agreement
is in the public interest of the City and the Agency and will be of benefit
to the Agency's Ramon-Bogie Redevelopment Project Area, will promote the
health, safety and welfare of the residents of the community, will eliminate
blighted conditions within the Redevelopment Project Area and will be in
accord with the public purposes and provisions of the applicable Federal ,
State and local laws and requirements.
It is understood that this Memorandum of Agreement lays out the basic
conditions from which a Development Disposition Agreement will be drafted.
The adoption of that Development Disposition Agreement must be in accordance
with all State and local laws which govern adoption of such agreements
within the confines of Redevelopment Project Areas.
Poal. Cfrice Rox 1786, Palm Springs, California 92263-1786
THE PROJECT SITE
The project site consists of approximately 14.098 acres located on the
north side of Ramon Road and the east side of Gene Autry Trail . The site
is defined in the Attachment A. hereto. It is understood that this site
is divided into lots 1 and 2 with acreages of 8.3 and 5.7 plus or minus
acres respectively. It is further understood that Peter Epsteen, Ltd.
will acquire for use of that dealership lot number 1 being the 8. 3 acre
lot.
CONDITIONS OF THE AGREEMENT
It is understood that the purchase price for both lots 1 and 2 is a total
of $2,950,000 as agreed to between Peter Epsteen and the current owner,
Golden West Equity Properties. It is further agreed that time is of the
essence in completing the purchase of that property and therefore parties
hereto agree that escrow for that purchase will be opened no later than
February 1, 1986. The following points provide the basis for a preliminary
Memorandum of Agreement which shall then be utilized in drafting the
Development Disposition Agreement.
1. The Palm Springs Community Redevelopment Agency agrees to provide a
land writedown of no more then $1,475,000 for the total 14.098 acres.
That contribution would be made in two installments. The first
installment being $877,625 for the acquisition of the 8. 3 acre site
which is located on the north east corner of Gene Autry Trail and Ramon
Road. It is agreed that that property must be used for the relocation
of all the Peter Epsteen, Ltd. franchises currently located on Hwy
111, those being Honda, Rolls Royce, Jaguar, Buick and Pontiac. The
second installment in the amount of $597,375 would be paid for the
5.7 acre site north of Ramon and west of San Luis Rey at the time at
which a second dealership is committed to that site.
2. The dealership committed to the second site must be one which is not
currently located in the City of Palm Springs. The parties hereto
mutually agree to work cooperatively towards facilitating the relocation
of such a dealership.
3. All of the above dealerships must provide the City with a surety which
assures that they will remain in business at the site for a minimum
of 6 years. The form of that surety must be agreeable to the Palm
Springs City Attorney.
4. Each of the above dealerships must be begin construction of their
facilities during the calendar year of 1986.
5. To assure the viability of the sale to the second dealer in consideration
of the City subsidy it is mutally agreed that the acreage taken by
the second dealer shall be sold to him in an amount that shall not
exceed $2.40 per square foot for the total amount of acreage taken.
6. If any remaining land is available to a third dealer it will be sold
at no more than $2.40 per square foot plus whatever costs are incurred
by Peter Epsteen, Ltd. in holding that property for the period of time
before its sale.
7. The City would entertain the concept of paving the 400 foot street
shown on the preliminary parcel map. Committment to such paving would
be limited to installation of three inch asphalt over two inch base
and would include curbs and gutter the length of the street as currently
shown on the preliminary tract map. Any reconfiguration of the street
resulting in longer street lengths within the property would be the
financial responsibility of the dealers involved.
8. The City is aware that there is a sewer line in Gene Autry Trail and
a water line running in Ramon Road. There may also be a need for removal
of a portion of debris located on the site in order to facilitate the
development. It is understood that the relocation of that debris and
the extension of the utilities to the site are the responsibility of
the dealers involved, however, the City shall agree to provide assistance
for those two items, if necessary, in an amount which does not exceed
$112,500. This amount is for the assistance of the entire 14.098 acre
site and shall be spread amoungst the dealers involved in accordance
with their relative costs of development.
9. The above agreements shall constitute the basis from which a Development
Disposition Agreement shall be drafted between the City of Palm Springs,
the Community Redevelopment Agency and Peter Epsteen, Ltd. Such
development agreement shall be drafted no later then January 31, 1986
for review by all parties concerned. Adoption of such agreement shall
be in accordance with all State and local laws governing such agreements
with respect to Redevelopment Agencies and Redevelopment Project Areas.
10. It is mutally agreed that time is of the essence in effectuating
completion of this project for the eventual relocation of Peter Epsteen,
Ltd. to the proposed site. Both parties therefore hereby agree that
negotiations shall be carried on in good faith to the mutual benefit
of all concerned.
f'
In witness whereof the parties hereto have executed this Memorandum of
Agreement as of the date set opposite their signatures.
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS Date
Frank M. Boger Chairman
ATTEST: APPROVED BY TH CRA
Assistant Secretary BY RES 392, 1-15-86
CITY OF PALM SPRINGS L"" ,Z� Date
r c amity manager
T
ATTES
,.-,City Clerk zu�
PETER EPSTEEN, LTD , Date�/E ��V/�l/
Peter Epsteen,`Pre`sident /ll
APP' CBY THE CITY CC?�7NM,,
BY 4