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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
lath 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 EIR 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 ER; 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 ABx 1 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 ("ABX1 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 IX 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 Grand Terrace a municip I co ration
By:
By:
alt Stanckiewitz, Chairman Mayor Wa t Stanckiewitz
Dated: CS}42 '22bj 7 Dated: 4 ii— ZD/Z
Attest:
Tracey R. , ine a, City/Suc or Agency Clerk
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"Developer" Approved as to Form and Legality for
Agency and City::
By:
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: Genera Partner
By: t ,
Allan W. Mackenzie
Its: President
Dated: April 3,2012
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EXHIBIT "A"
Site Map
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