2012-19 400 RESOLUTION NO. 2012-19
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAND
TERRACE, CALIFORNIA APPROVING THE AGREEMENT TO
TERMINATE THE MEMORANDUM OF UNDERSTANDING BETWEEN
THE CITY, THE FORMER-GRAND TERRACE REDEVELOPMENT
AGENCY, AND GRAND TERRACE PARTNERS, LLC, AND PAYMENT
OF $375,000 WITH UNALLOCATED FUNDS OF THE FORMER-GRAND
TERRACE REDEVELOPMENT AGENCY.
WHEREAS, the Grand Terrace Redevelopment Agency ("Agency') was a public
body, corporate and politic, organized and existing under the California Community
Redevelopment Law (Health & Safety Code § 33000 at seq.) ("CRL");
WHEREAS, the City of Grand Terrace is a municipal corporation and a general
law city under the California Government Code ("City');
WHEREAS, on December 29, 2011, in California Redevelopment Association v.
Matosantos, the California Supreme Court upheld ABX1 26, which dissolves all of the
redevelopment agencies in California,
WHEREAS, an Oversight Board has been established pursuant to Health &
Safety Code Section 34179 to oversee the City's actions, as Successor Agency, in
winding down the business of the former-Grand Terrace Redevelopment Agency;
WHEREAS, pursuant to Health & Safety Code Section 34181(e), the Oversight
Board is permitted to terminate agreements where it finds that early termination would
be in the best interests of the taxing entities, as defined by ABX1 26;
WHEREAS, the City has determined that in order to reduce liabilities and
increase net revenues to the taxing entities, as defined by ABX1 26, it is in the best
interests of the taxing entities to terminate the "Memorandum of Understanding"
("MOU"), attached hereto as Exhibit "1" and incorporated herein by this reference is the
MOU; and
WHEREAS, in order to terminate the MOU, the City must execute the
"Agreement to Terminate Memorandum of Understanding" ('Termination Agreement'),
attached hereto as Exhibit"2" and incorporated herein by this reference.
NOW THEREFORE, THE GRAND TERRACE CITY COUNCIL DOES
RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS:
SECTION 1. The City hereby approves the Termination Agreement, in order to reduce
liabilities and increase net revenues to the benefit of the taxing entities.
k
SECTION 2. Pursuant to ABX1 26, this Resolution approving of the Termination
Agreement, and the Termination Agreement itself, is contingent upon the approvals of
the State of California and/or the Oversight Board and lack of objection to the sale from
the Department of Finance and other state and local agencies within 15 days of the date
of notice.
SECTION 3. The City Manager is hereby authorized to perform all acts necessary to
carry out this resolution pursuant to ABX1 26, or any other applicable law.
SECTION 4. The City Clerk is also authorized to perform all acts necessary to carry out
this resolution pursuant to ABX1 26, or any other applicable law.
SECTION 5. The City Clerk shall certify to the passage and adoption of this resolution
and enter it into the book of original resolutions.
alt Stancaewitz, Mayor
ATTEST:
J',fl m '�ll>� rt t
City Cle Clerk
APPROVED AS TO FORM:
Richard L. Adams II, City Attorney
I, Tracey R. Martinez, City Clerk of the City of Grand Terrace, do hereby certify
that the foregoing Resolution was introduced and adopted at a regular meeting of the
City Council of the City of Grand Terrace held on the 10th day of April, 2012 by the
following vote:
AYES: Councilmembers MCNaboe,and Sandoval; Mayor Pro Tem Garcia and
Mayor Stanckiemitz
NOES: None
ABSENT: Councilmember Hays
ABSTAIN: None
City Clerh
r
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING (this "Memorandum") is dated for
identification purposes as of September II, 2007, and is entered into by and between THE
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE (the
"Agency"),THE CITY OF GRAND TERRACE,CALIFORNIA,a municipal corporation(the "City")
and GRAND TERRACE PARTNERS,LLC,a California limited liability company (the"Developer'),
under the terms and provisions set forth below. The Agency, City and Developer = sometimes
hereinafter individually referred to as a"Party'and collectively referred to as the"Parties."
8F-C128LI
A. Pursuant to applicable laws and ordinances, the City established the Agency and
adopted and approved that certain Redevelopment Plan (the "Redevelopment Plan") for the Grand
Terrace Redevelopment Area("Redevelopment Area').
D. The City Council previously adopted the Outdoor Adventure Center Specific Plan
(the 'OAC Plan') to govern the use and development of certain real property (the "Site') located
within the Redevelopment Area that is depicted on the site map attached hereto as Exhibit"A" (the
"Site Map").and certified an environmental impact report for the OAC Plan("OAC EIR"). The Site
consists of certain real property owned by Agency (the "Agency Parcels') and certain privately
owned parcels (the "Acquisition Parcels'). The Agency Parcels and Acquisition Parcels are
depicted,respectively,on the Site Map.
C. The City and the Agency previously entered into an Exclusive Negotiating
Agreement with Developer (the "ENA') to explore the acquisition and development of the Site by
Developer in accordance with the OAC Plan. Developer has performed substantial due diligence
investigations under the ENA regarding the development of the Site and the off-site improvements
that will be required in connection with the development of the Site, including without limitation: (1)
Developer has submitted to the City and the Agency all plans and reports required under the ENA,
including market demand studies,reports on discussions with potential retail anchors and preliminary
site plans;and(2)Developer has prepared plow and studies for the Interim Traffic Improvements(as
hereinafter defined) and has had extensive discussions with the City and the California Department
of Transportation("Caltmw")regarding the Interim Traffic Improvements.
D. The prior approval of the OAC Plan and the certification of the OAC EIR have been
vacated. The City and the Agency have mutually determined that a new specific plan should be
prepared to govern the use and development of Site (the "New Specific Plan') and a new
environmental impact report (the "New EIR') should be prepared to analyze the potential
environmental impacts of the New Specific Plan and the development of the Site in accordance
therewith under the California Environmental Quality Act("CEQA").
E. The Parties desire to enter into this Memorandum with Developer to set forth: (1)the
procedures for the preparation of the New Specific Plan and the New EIR; (2) the obligations of
Developer for payment of costs incurred by the City for the preparation of the New Specific Plan and
L the New EIR; (3) the respective rights and obligations of the Parties with respect to the Acquisition
Parcels,the acquisition of the Agency Parcels and the development of the Site.
Om Tema,CA MEMORANDUM OF UNDERSfANDrNG
09-09-3007 Page 1 of 10
NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged,
the Parties mutually agree as follows:
AQREEMENI
1. New Specific Plan. Within sixty (60) days following the mutual execution of this
Memorandum, the City shall enter into a written contract (the "SP Contract") with a planning
consultant selected by the City to prepare a draft of the New Specific Plan for the Site for submittal
to the City. The SP Contract shall be subject to the prior written approval of Developer,which shall
not be unreasonably withheld or delayed. The City shall be entitled to draw funds from the
Developer Deposit(as hereinafter defined)to pay any costs and expenses incurred by the City under
the SP Contract. The New Specific Plan shall address development standards and permitted uses for
the Site,which shall include a retail center and may also include office,hotel,commercial, residential
and flex-office/light industrial uses.
2. New EIR. Within ninety (90) days following the mutual execution of this
Memorandum,the City shall enter into a written contract(the"EIR Contract')with an environmental
impact report consultant selected by the City to prepare a draft of the New EIR for submittal to the
City.The EIR Contract shall be subject to the prior written approval of Developer,which shall not be
unreasonably withheld or delayed. The New EIR will analyze the environmental impacts in
accordance with CEQA of(i) the New Specific Plan,(ii)development of the Site in accordance with
the New Site Plan,and(iii)the performance of the Interim Trek Improvements. The City shall be
entitled to draw funds from the Developer Deposit to pay any costs and expenses incurred by the City
under the EIR Contract
3. Developer Deposit
3.1 Developer previously deposited with the City the sum of the Ten Thousand
Dollars(SI0,000)as a deposit under the ENA (the"ENA Deposit"). The tern"Developer Deposit"
means the ENA Deposit and any monies deposited by Developer pursuant to Sections 32 through
3.4,inclusive.
3.2 Developer shall deposit with the City the additional sum of Three Hundred
Thousand Dollars ($300,000) in the following installments: (a) One Hundred Thousand Dollars
($100,000) upon execution of this Memoandum by all Parties; and (b) Fifty Thousand Dollars
($50,000)on each of January 1,2008,April 1,2008,July 1,2008 and October 1,2009.
3.3 Developer shall deposit with the City additional funds to cover the cost of the
Appraisal (as hereinafter defined) of the Agency Parcels and the Acquisition Parcels. Such deposit
shall be made within ten (10) business days following delivery by the City to the Developer of the
approved Appraisal Contract (as hereinafter defined) mutually executed by the City and the
Appraiser(as hereinafter defined).
3.4 In addition to the foregoing, (i) in the event that any amendments to, or
change orders under, the SP Contract or the EIR Contract (collectively, the "Contract Changes")
increase the contract sum and expenses due from the City thereunder (collectively, the "Contract
Sum lncmaaes"). (ii)the Contract Changes have been approved by Developer, which approval shall
not be unreasonably withheld,and(iii)the City will not have sufficient funds from the ENA Deposit
and the monies deposited by Developer with the City under Section 3.2 to pay the Contract Sum
amd Tenarc,CA MEMORANDUM OF UNDERSTANDING
0945-2007 Page 2 of I a
Increases, then Developer shall deposit with the City, with ten (10)business days following written
request by the City, such additional funds as ate required by the City to pay in full the Contract Sum
Increases.
3.5 The City shall drew upon the Developer Deposit as and when needed by the
City to pay any costs and expenses incurred by the City under the SP Contract,the EIR Contract and
the Appraisal Contract. No consent or approval of Developer is required for the use or draw of the
Developer Deposit for such purposes.
4. Traffic Immovements.
4.1 The San Bernardino Association of Governments ("SANBAG'7, operating
under the oversight of Cahrens, has announced its intention to construct permanent improvements to
the Barton Road interchange of the 1-215 Freeway, including on-ramp and off-tamp improvements
and improvements to the Barton Road bridge (collectively, the "Permanent Traffic Improvements'7.
SANBAG officials are currently scheduling the completion of construction of the Permanent Traffic
Improvements for calendar year 2015, subject to approvals of plans and construction costs and
required budget allocations.
4.2 Developer has prepared a proposal for interim improvements to Barton Road
and adjacent streets and intersections which are designed to allow for the development of the Site
prior to the construction of the Permanent Traffic Improvements (collectively, the "Interim Traffic
Improvements"). A plan showing the current configuration of the Interim Traffic Improvements is
attached to this Memorandum as Exhibit "B". Prior to the execution of this Memorandum,
Developer has(i)prepared,at its sole cost,engineering concept plans and traffic studies related to the
interim Traffic Improvements,copies of which have been provided to the City and Cahrans,and(ii)
had numerous meetings with the City and Calttans to discuss the Interim Traffic Improvements.
Caltrans has requested additional traffic and engineering tests and studies regarding the Interim
Traffic Improvements(the"Additional Interim Studies").
4.3 During the Tenn (as hereinafter defined)of this Memorandum, Developer, at
its sole cost, shall provide the Additional Interim Studies to Camara and continue to diligently work
with Caltrans to obtain its approval of the Interim Traffic Improvements.
5. Additional Reaoomibilities of Developer. In addition to the other obligations of
Developer so forth in this Memorandum, Developer shall perform the following responsibilities
during the Term,at its sole cost:
5.1 Work diligently to obtain letters of intent from potential anchor tenants and
other tenants for a retail center to be developed on the Site.
5.2 With respect to the Acquisition Parcels: (a)within ninety(90)days following
completion of the Appraisals of the Acquisition Parcels pursuant to Section 7.1, submit offers to
every owner of Acquisition Parcels that have an aggregate acreage of four(4) acres or more for the
purchase of such Acquisition Parcels at a purchase price consistent with the Established Value of
such Acquisition Parcels;and(b)every calendar quarter thereafter,submit a written report to the City
Manager on the status of Developer's efforts to acquire the Acquisition Parcels.
isw
GrnM Tw .CA MEMORANDUM OF UNDERSTANDING
0945-2007 Page 3 of 10
5.3 Deliver to the City the following plans and drawings for a proposed
development on the Site (the "Project"): (a)enhanced site plans;and (b)renderings of representative
buildings.
5.4 Deliver to the City: (a)a development budget for the Project setting forth the
projected cost of construction and development of the Project, including hard and soft costs; (b) an
operating budget for the Project setting forth the projected operating revenues and expenses for the
first three years following the certificate of occupancy for the Project;and(c)a financing plan for the
Project.
5.5 Conduct any due diligence tests and investigations that Developer may
require with respect to the Agency Parcels.
6. Responsibilities of Ag{ncv and City.
6.1 During the Term, at their sole cost and expense, the City and Agency
respectively shall prepare and submit the following documents and perform the following acts:
6.1.1 The Agency shall:(a)prepare a draft amendment to the Redevelopment
Plan for the purposes set forth in pvhibk' „to this Memorandum within ninety(90)days following
the mutual execution of this Memorandum (the "Plan Amendmant"X (b) submit the draft Plan
Amendment to the Agency Board for its review and consideration;(c)following and expressly subject
to the approval of the Plan Amendment by the Agency Board, seek any necessary approvals that arc
required for the adoption and implementation of the Plan Amendment from other governmental
agencies; and (d) conduct any environmental review required under CEQA in connection with such
actions.
6.12 The City shall continue to cooperate with Developer in Developer's
efforts to obtain the approval of the Interim Traffic Improvements by Caltrans.
6.1.3 The Agency shall commence and complete all actions required under
applicable laws and ordinances to comply with any requirements related to `owner participation" for
ownership and development of the Site.
6.1.4 The City and the Agency shall take all actions necessary to obtain
written approvals from the California Public Utilities Commission and the Union Pacific Railroad for
the realignment of the Pico at-grade rail crossing as may be required by the new Specific Plan and
Developer's development of the Site.
6.1.5 The City shall promptly notify the Developer in writing of my
applications filed with the City for my development of any Acquisition Parcels or any proposed plans
for such development that are communicated to the City.
61 The Agency and the City shall deliver to Developer, without cost or expense,
any non-confidential and non-proprietary information, studies, reports, plans, surveys, appraisals, test
results or other documents relating to the Site and the development of the Site which are in the
possession of the Agency or the City.
Gm,d Tema.CA MEMORANDUM OF UNDERSTANDING
09-O5-3077 Page 4 of 10
6.3 The City shall continue its lead role in the entitlement, development and
subdivision of the Site, including compliance with CEQA for such entitlements and other related
approvals.
6.4 The City and the Agency, as applicable, shall take all actions necessary to
obtain the approvals that may be required for the implementation of the Interim Traffic
Improvements, as approved by Caltrans, including without limitation, the following: (a) acquisition
of additional right-of-way for a right-turn lane on south side of Barton Road between Michigan and
V iviencia Avenues; (b)relocation of power lines on the south side of Barton Road; (c)acquisition of
land necessary to connect Commerce Way to Viviencia Avenue;(d)acquisition of additional right-of-
way on the south side of Barton Road east of Vivienda Avenue, if necessary; (e) the elimination of
right turns onto La Crosse Avenue from the southbound Barton Road off-ramp of the 1-215 Freeway;
(f) reclamation of rightof-way west of southbound Barton Road off-ramp of the 1-215 Freeway to
accommodate the widening of the Barton Road overpass to add two new lanes; and (g)
transformation of La Crosse Avenue south of Barton Road into A one-way southbound only street.
7. Appraisal.
7.1 Within thirty(30)days following the mutual execution of this Memorandum,
the Agency shall enter into a written contract (the "Appraisal Contract") with an independent
appraiser,to appraise the fair market value of each of the Agency Parcels and the Acquisition Parcels
(collectively, the "Appraisal")on a per square foot basis (the "Established Value"). The Appraisal
F Contract shall provide that all of the Appraisals shall be completed within ninety (90) days of the
date of the Appraisal Contract The Appraisal Contract shall be subject to the prim written approval
of Developer,which chill not be unreasonably withheld or delayed. Upon raceipt by the Agency of
each of the Appraisals,the Agency shall deliver a copy of the Appraisals to Developer.
7.2 The DDA shall contain the terms and conditions for the phasing and timing of
the acquisition of the Agency Parcels by the Developer and the acquisition price to be paid by the
Developer for the Agency Parcels,which acquisition price shall not exceed the Established Value of
the Agency Parcels,as determined by the Appraisal.
8. 1D
8.1 The Parties shall negotiate the terms and conditions of a Disposition and
Development Agreement between the City and the Agency,on the one hand,and the Developer,on the
other hand, for the development and ownership of the Site (the "DDA'). The DDA shall address,
without limitation, the following subjects: (a) the scope and schedule for development of the Project;
(b) the methods for the Projee's financing, including any public participation or assistance to the
Project; (c) the timing of the transfer of ownership of the Agency Parcels to Developer and the
acquisition price for the Agency Parcels; (d)the responsibilities of the Parties for site assembly costs,
including site acquisition and relocation,which shall be consistent with Agency policies and State and
Federal Relocation Laws; (e) the design of the Project, subject to compliance with all City and the
Agency requirements and regulatiorts from which Developer has not received a variance, including
without limitation, applicable zoning; (f) permitted uses for the Project; and (g) the responsibilities of
the Parties for construction of all off-site improvements for the Project and the methods of firrencing
same.
GrOW T.,CA MEMORANDUM OF UNDERSTANDMO
".2o n Page 5 of 10
8.2 In the event that the Patties do not execute the DDA prior to the conclusion of
the Term (as hereinafter defined)of this Memorandum, then this Memorandum shall terminate, and
the City and Agency shall have the right to negotiate with other persons and entities for the
acquisition of the Agency Parcels and the development of the Site. In the event this Memorandum is
terminated, the Agency shall refund to Developer, within forty-five (45) days of termination, such
amount of the Developer Deposit,if any,as remains after all permitted draws by the Agency from the
Developer Deposit under Section 3A have been taken.
9. Mutual Agreement to Negotiate Exclusively
9.1 The Parties agree tot.during the Term,the Parties shall negotiate exclusively
and in good faith with each other concerning the development of the Site in general and particularly
with respect to the DDA to be entered into between the Parties. Subject to compliance with the law,
including,but not limited to,the Brown Act and the Public Records Act,the City and the Agency:(a)
shall not discuss its negotiations with Developer with any third party other than its consultants,other
applicable agencies, and staff members of the Agency and the City (collectively, the "Permitted
Parties") during the Term; (b) shall treat all documents and written information produced by
Developer and provided to the City or the Agency in the performance by Developer of its
responsibilities pursuant to this Memorandum as work product of Developer (collectively,
"Developer's Work Product"); and(c)shall keep confidential all of Developer's Work Product(other
than any information which is a matter of public knowledge or may be obtained from sources readily
available to the public) and shall not provide or distribute Developer's work Produce to any third
party other than the Permitted Parties. The City and Agency shall require any Permitted Party with
whom it discusses such negotiations or to whom it provides any portion of Developer's Work
Product to acknowledge the confidentiality of such negotiations and materials and to agree not to
disclose such negotiations and materials to any other party.
92 The City and Agency agree that. during the Term the City and Agency: (a)
shall not sell, transfer or lease Parcels or any tlracof w an rson or
ve a not discus or negotiate use a occupancy o any sea within the Site with
am user or terant ontttensa resj except with day.prior 4oncera of.._
vet or as required under Section 6.1.3; and(c)shall not solicit offers from, entertain proposals
by,or negotiate with,any other prospective developer with respect to development of the Site,except
as required under Section 6.1.3.
10. 12M
10.1 The term of this Memorandum(the"Term') shall commence upon execution
by all of the Parties and miens mutually agreed by all of the Parties shall conclude sixty (60) days
following the latest of the following to occur:(a)final non-appealable written approval of the Interim
Traffic Improvements by Caluans; and (b) final non-appealable approval by the City Council of the
New Specific Plan and final non-appcolable certification by the City Council of the New EIR. The
term 'final non-appealeable approval" means that (i) the required action has been approved by the
requisite agency and (ii) all statutory time periods for administrative and judicial appeal of such
approval have expired or lapsed and the approval remains as adopted by the requisite agency.
10.2 Notwithstanding any other provision of this Memorandum, Developer shall
have the right to terminate this Memorandum upon a determination by Developer, in its discretion,
that the Project is not financially feasible at any time prior to the expiration of the Term by delivering
CmMTemca CA MEMORANDUM OF UNDERSTANDMG
0405-2017 Page 6 of 10
to the City a written notice of early termination which sets forth the effective date of such termination
(the "Early Termination Notice'). The Early Termination Notice shall be effective as of the date set
forth therein (which shall not be less than ten (10) business days after the delivery of such Early
Termination Notice to the City).
IL AcknowledgWrits by Developer. Developer aelmowledges and agrees that:
11.1 All entitlements, variances, subdivisions, signage approvals, and other land
use approvals requested for the Project are subject to the authority, review and approval of the
Agency and the City and compliance with the requirements of CEQA, except that the Agency has
agreed to discuss in good faith,during the Term,Developer's requests for such approvals.
III The Agency has not agreed to fund, subsidize or otherwise financially
contribute toward the development of the Project, except that the Agency has agreed to discuss in
good faith, during the Term, the establishment of a conduit for project generated revenue financing
and other types of financial assistance, which discussions may result in a recommendation by the
Agency Staff for the establishment of such a conduit for project generated revenue financing and/or
such other types of financial soistanw.Any financial participation by the Agency will be determined
by the Agency, in its sole and absolute discretion, in accordance with California Health & Safety
Code Section 33433, band upon such factors such as market conditions, density of development,
cost of development of tha Project, risks associated with development of the Project, estimated or
actual revenues and profit to be derived from the Project, public purpom associated with
development of the Project, and other matters relevant to establishing the fair market value of the
Project, the financial requirements of Developer respecting its acquisition of the Site and
development of the Project and the financial and other benefits to be derived by the Agency and the
City from development of the Project.
12. General Provisions.
12.1. Costs and jam. Except as specifically provided in Section 5.2,each Party
to this Memorandun shall bear their own costs and expenses in performing their obligations hereunder.
Such coats and expenses are non-reimbursable and non-refundable.
12.2 Assignments This Memorandum and the rights granted hereunder are
personal to each of the City, Agency and Developer and may not be assigned or transferred in any
way, in whole or part,without the prior written approval of the other Parties,which approval may be
given or withheld in such other Parties' reasonable discretion.
12.3 Entire This Memorandum represents the entire agreement of the
Parties with respect to the matters set forth herein. This Memorandum may not be amended except in a
writing signed by all of the Parties hereunder. Upon execution of this Memorandum by the Parties,the
ENA shall be terminated and of no further force of effect.
12.4 Attomevs Fees. If any Party brings an action or £ilea a proceeding in
connection with the enforcement of its respective rights or as a consequence of any breach by the other
Parties of their obligations hereunder, then the prevailing Party in such action or proceeding shall be
entitled to have its reasonable attorneys' fees and out-of-pocket expenditures paid by the losing
Parties.
GMW Tmae4 CA MEMORANDUM OF UNDERSTANDING
09-05-2007 Page 7 of 10
12.5 Termination. In the event that either Party fails to perform its responsibilities
under this Memorandum and such failure continues following fifteen (15) business days' written
notice to that Party, the other Party may terminate this Memorandum by delivery of a written notice
of termination.
12.6. Notices. All notices required or permitted hereunder shall be delivered in
person or by facsimile, by overnight courier,or by registered or ceRified mail, postage prepaid, return
receipt requested to such Party at its address shown below,or to any other place designated in writing
by such Party. Any such notice shill be deemed received upon delivery, if delivered personally or by
facsimile, one (1) day after delivery to the courier, if delivered by cagier, and three (3)days after
deposit into the United States Mail,if delivered by registered or certified mail.
If to City or Agency: City of Grand Terrace
22795 Barton Road
Grand Tenses,CA 92313-5295
Attention: Thomas Schwab,City Manager
Facsimile: (909)783.7629
with a copy to: Harper&Bums,LLP
453 S.Glassell St.
Orange,CA 92666
Attention: John R.Harper,Esq.
Facsimile: (714)744-3350
If to Developer: Grand Terrace Partners,LLC
c/o Mar Ventures,Inc.
2050 W. 1906 Street
Suite 201
Torrance CA 90504
Attention: Allan Mackenzie
Facsimile: (310)781-9253
with a copy to: Center Square Holdings,Inc.
2815 Townsgate Road
Suite 140
Westlake Village,CA 91361
Attention: Richard A. Lawrence,Esq.
Facsimile: (805)496.5371
12.7 Applicable Law. This Memorandum shall be construed and interpreted in
accordance with the laws of the State of California
[SIGNATURES ON THE FOLLOWING PAGES]
%W
Orad Tmxs.CA MEMORANDUM OF UNDERSTANDING
09Ao5-7007 Page 9 of 10
IN WITNESS WHEREOF, the parties have executed this Memorandum of Understanding as of the
day and year written above.
"Agency, „City,
The Community Redevelopment Agency The City of Grand Terrace,California
of the City of Grand Terrace a municipal corporation
By _ By:,
Mary erne Maryea cmo
Its: Chkirman Its: Mayor
Date: October 9 .2007 Date: Sept. 11 ,2007
Attest: AJltst.
" Ote-,/iA %/.�,(..<':!"�
4W Brenda Mesa,Agency Clerk Brenda Mesa,City Clerk
Date: October 9 , 2007 Date: SePt. 11 ,2007
Approved as to Form and Legglity for Agency: Approved as to Form and Lsggsli y for itv:
'-"I - x,1141,
John R HarpW John R. Harper
Agency Attorney City Attorney
Date: 23 ,2007 Date: 47 ; ,2007
GrW Tmace,CA MEMORANDUM OF UNDERSTANDING
W052007 Page 9 of 10
\1.
"Developer"
Grand Terrace Partners,LLC,
a California limited liability company
By: Center Square Holdings, Inc.,
a California corporation
Its: Memb
B
Richard A.Lawrence
President
Date: October 10,2007
Geed Tare¢.CA MEMORANDUM OF UNDERSfANDrNG
0945-2007 Page 10 of 10
EXHIBIT "A"
Site Map
The Site Map is on the following page
for
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Grand Tema,CA EXHIBIT"A"
OM5-3007 TO MEMORANDUM OF UNDERSTANDING
Page A-1
41.
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Exclusive Negotiating Agreement
EXHIBIT"B"
Interim Traffic Improvements
A preliminary plan of the Interim Traffic Improvements
is on the following pages
G.ud Tm CA EXHIBIT•B'
09-05.2007 TO MEMORANDUM OF UNDERSTANDING
Page B4
EXHIBIT "C"
Draft Plan Amendment Provisions
The draft Plan Amendment shell include the following provisions:
1. Increase the Redevelopment Plods cumulative tax increment revenue limit from $70
million (net of taxing agency payments) to approximately $200 million (net of taxing agency
payments).
2. Extend the duration of the Redevelopment Plan and time limit to collect tax
increment revenue by seven years (pursuant to Health and Safety Code Sections 33333.6(a),
33333.6(b),and 33333.6(ex2XC)),
3. Increase the Redevelopment Plods limit on the amount of bonded debt that may be
outstanding at any one time,from $15 million to approximately S65 million,
4. Replace description of land uses of the Redevelopment Plan(as contained in
Section IV. Uses Permitted in Project Area, pp. 33-42) with language that directly refers to
adopted General Plan,Zoning and other local land use policies.
oftr
Grand Ta CA EXHIBIT"C
07-05-2007 TO MEMORANDUM OF UNDERSTANDING
Page 61
AGREEMENT TO TERMINATE MEMORANDUM OF
UNDERSTANDING(GRAND TERRACE PARTNERS, LLC
/MAR TORRANCE PARTNERS,LP)
This Agreement(the "Termination Agreement') is hereby is made and entered into this
loth day of April, 2012, ("Effective Date")by and among the City of Grand Terrace(the"City"),
the City of Grand Terrace acting as the Successor Agency to the Community Redevelopment
Agency(the"Successor Agency") and Grand Terrace Partners, LLC, a California limited
liability company(the"Developer")under the terms and provisions set forth below. The
City,the Successor Agency and Developer sometimes hereinafter individually referred to as
"Party"and collectively referred to as the"Parties".
RECITALS
A. On or about September 11, 2007,the Community Redevelopment Agency, the
City, and the Developer entered into a Memorandum of Understanding setting forth: (1) the
procedures for the preparation of a Specific Plan and EBL for the use and development of a
certain real property(the"Site") located within the Redevelopment Area and depicted on the site
map attached hereto as Exhibit"A"(the"Site Map"); (2)the obligation of the Developer to pay
certain costs incurred by the City for the preparation of the Specific Plan and the EIR; and(3)the
respective rights and obligations of the Parties with respect to the acquisition of certain parcels,
including Agency owned parcels and the development of the Site;
B. As a consequence of the extended period of time necessary to finalize the Barton
Road interchange reconstruction and due to disapproval of the Interim Traffic improvements by
Caltrans, the Developer is presently unable to move forward with a viable project and the Parties,
subject to the conditions contained in this Agreement, desire to terminate the Memorandum of
Understanding and release each respective Party from its obligations thereunder;
C. Due to the dissolution of the Community Redevelopment Agency in accordance
with ABxl 26,the City Council adopted a resolution on January 10,2012 to become the
Successor Agency to the Community Redevelopment Agency to complete the business activities
of the Redevelopment Agency under ABx1 26, effective February 1, 2012. The City and the
City acting as the Successor Agency, hereby act under the provisions of ABxI 26 in terminating
the Memorandum of Understanding between the Community Redevelopment Agency,the City,
and the Developer.
NOW, THEREFORE,FOR VALUABLE CONSIDERATION,RECEIPT OF
WHICH IS HEREBY ACKNOWLEDGED,THE PARTIES MUTUALLY AGREE AS
FOLLOWS:
AGREEMENT
Section 1. The foregoing recitals are true and correct and are incorporated herein as if
set forth in full.
1
Section 2: Upon payment by the City to Developer in the amount of$375,000.00,
representing a partial recovery of its approximately $1,000,060.00 in direct and indirect costs
incurred in performing under the Memorandum of Understanding, the Parties mutually agree to
terminate the Memorandum of Understanding and all their respective rights and obligations
thereunder.
Section 3: Developer agrees to provide to the City all studies and information
accumulated by Developer related to work performed pursuant to the Memorandum of
Understanding and, to the extent necessary,transfer title of such to the City.
Section 4: Developer hereby acknowledges and agrees that under ABXI 26,the
City's and the Successor Agency's approval of the herein Termination Agreement is subject to a
number of legal requirements including but not limited to notices to and/or approvals from the
State of California and/or an Oversight Board ("ABXI 26 Approvals") in order to complete this
termination of the Memorandum of Understanding. Developer acknowledges and agrees that the
City and the Successor Agency have no control over ABXI 26 Approvals. Developer hereby
acknowledges and agrees that it will not bring any claims, demands, suits, actions or proceedings
of any kind or nature against the City, the City as the Successor Agency, its agents, employees,
consultants or volunteers related to ABXI 26 Approvals.
Section 5: The Termination Agreement is contingent upon the AB I X 26 Approvals
having been obtained and notice to the State Department of Finance of the proposed Termination
Agreement in accordance with AB Xl 26 and lack of objection to the sale from the Department
of Finance and other state and local agencies within 15 days of the date of notice.
Section 6: Developer hereby warrants that it has not transferred or assigned its
interest in the Memorandum of Understanding to any other person or entity and that Developer
has the legal right and authority to terminate the Memorandum of Understanding.
IN WITNESS WHEREOF, the Parties have executed this Agreement to terminate the
Memorandum of Understanding(Grand Terrace Partners, LLC) as of the day and year written
below.
"Successor Agency" "City"
To the Community Redevelopment Agency City of Grand Terrace, California
of the City of Qrand Terrace a municipd co ation
--
13y: By:
aftt S��tancktewitz, Chairman Mayor Wa t Stanckiewitz
Dated: V4- 2 ,9-ojZ Dated:
Attest:
Tracey R. ine , Ciry/SUCICTor Agency Clerk
2
"Developer" Approved as to Form and Legality for
Agency and City:
BYI
Grand Terrace Partners, LLC a California limited Richard L. Adams, City Attorney
liability company and Successor Agency Attorney
By: Mar Torrance Partners, L.P.,
A Delaware limited partnership
Its: Member
By: Mar Ventures, Inc.
a California corporation
Its: Gene artner
ra P
By: L-1..
Allan W. Mackenzie
Its: President
Dated: April 3, 2012
4
3
EXHIBIT "A"
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