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Home My WebLink AboutStaff Report 5387Agenda Item No. 21 C!TY OF CITY OF PALO ALTO MEMORANDUM TO: HONORABLE CITY COUNCIL FROM: CITY MANAGER DEPARTMENT: PLANNING AND COMMUNITY ENVIRONMENT AGENDA DATE: December 15, 2014 ID#: 5387 SUBJECT: Approval Of The Proposed Grocery Store Tenant (College Terrace Market) Within PC 5069 (College Terrace Centre) Based On The Finding That The Proposed Grocery Tenant Would Likely Be Comparable In Quality Of Products And Servic.es As JJ&F As It Existed And Operated On December 7, 2009 At 2180 El Camino Real Attachment B of Agenda Item No. 21 which you had received in your packet of December 1ih did not contain signatures from parties concerned. Please find attached the following signed Exhibit pages. • BSD Letter to City Manager-SIGNATURE PAGE • EXHIBIT 1-SIGNATURE PAGE-Manatt Letter to Cara Silver Outlining BSD's Role • EXHIBIT 4a-SIGNATURE PAGE~ LOI • EXHIBIT 4b-SIGNATURE PAGES-Assignment and Assumption of Grocery Lease • EXHIBIT 8-SIGNATURE PAGE-Restrictive Covenant These pages have been uploaded and posted online and hardcopies will be niade available on the public table. tor Planning and Community Environment Attachment - I, Brian Spiers Development applicable grocery store tenant is not replaced with another grocery store tenant that begins business operations within such 6-month period, the City shall have the right, but not the obligation, to levy a penalty against Owner, or any successor owner of the Property, as the case may be, in the amount of Two Thousand Dollars and 00/100s ($2,000.00) (the "Penalty") for each day after each 6-month period that a grocery store is not in operation within College Terrace Centre in accordance with the terms of the PC Ordinance." The Restrictive Covenant also allows for City enforcement and inspectio~s: "Upon no less that two (2) business days' prior written notice, City shall have the right to inspect grocery store operations once per year for the sole purposes of · confirming that (i) the Replacement Tenant, or any subsequent tenant, is providing products and services typical of a neighborhood serving store such that it shall not become a convenience mart facility and (ii) such products and services are comparable in quality to those of JJ&F as it existed and operated on December 7, 2009." Signature Page of BSD Letter This agreement meets the Council's requirements as set forth in the December 1, 2014 City Council meeting. V. Conclusion As we have shown above, the proposed owner/operator lease holder The Grocery Men 1, LLC dba College Terrace Market meets the requirements as set forth by the City Council. Additionally, the Restrictive Covenant will allow the City of Palo Alto a tool for enforcement of the PC Ordinance. We ask that the City Council provide approval of the proposed grocery tenant. Sincerely, Brian Spiers President, Brian Spiers Development, LLC Managing Member, College Terrace Centre, LLC cc: Harry Fox (attorney for College Terrace Centre, LLC) {ooo9s6s6-lJPage 7 of 8 manatt manatt I phelps I phillips Cara E. Silver, Esq. C1ty of Palo Alto Decembe~. 8~.~914 Page2 Exhibit 1 Should you or the Palo Alto City Council have any questions in g ds to the substance of this letter, please let me know. cc: Client (via email) City Council (via email) Ms. Hillary Gitelman (via email) Mr. James Keene (via email) ACKNO\VLEDGED AND AGREED: CLARA E. CHILCQTE TRUST" an irrevocable 1rust created under C~lifomia law By: ~ 11.'1947.21.1 --------- Mikl Werness, Addison Wright and Christopher Iversen Page 2 If these terms are acceptable, please Indicate by signing and returning a copy of this letter. We will then proceed to drafting and execution of the legal documents. This Letter of Intent may be executed by facsimile or scanned .pdf (or similar electronic file format) and in any number of counterparts and when so executed, all of such counterparts shall constitute a single instrument. College Terrace Centre, LLC By: ~;....·~-- Addison Wright Ct~~0~···-- christopher Iversen {OD095G84·1) Exhibit 4a Exhibit 4b [Signature page to Assignment and Assumption of Lease.] fN WrfNESS \VHEREOF, the parties hereto have executed this Assignment effective the day and· year first above written. Assignor: J&A FAMILY MARKETS, ( 00095656-4) a ") ,) Assignee: ,.~· 1, _LLC. an Arizona ./' . Approved by of other iv[ernbers of Assignee: Christopher Iversen, Member Addison Wright, Member Exhibit 8 [Signature page to Assignment and Assumption of Lease.] IN WITNESS WHEREOF; the parties hereto have executed this Assignment effective the day and year first above written. Assignor: J&A FAMILY MARKETS, INC., a California corporation By ____________________ __ Name ---------------------- Title -------------------- { 00095656-4} 3 Assignee: THE GROCERY MEN 1, LLC, an Arizona limited liability company By: ________________________ ___ Miki Werness, its Manager Approved by of other Members of Assignee: c .. ~: t<''"'"'·/v-;~~ ... ,.,.A ... t,l_ {)\, lft.r·""--- { 1 v Christopher Iversen, Member Addison Wright, Member [Signature page to Assignment and Assumption of Lease.] . . IN WITNESS WHEREOF, the parties hereto have executed this Assignment effective the day and year first above written. Assignor: J&A FAMILY MARKETS, INC., a California corporation By ____________________ __ Name. ~------------------- Title -------------------- {00095656-4} 3 Assignee: THE GROCERY MEN 1, LLC, an Arizona limited liability company By: __________________________ __ Miki Wemess, its Manager Approved by of other Members of Assignee: Christopher Iversen, Member ~-- Addison Wright, Member LANDLORD'S CONSENT Landlord hereby consents to the Assignment to which this consent is attached and accepts Assignee as Assignor's successor under the Lease. From and after the Effective Date of the Assignment, Assignee shall be entitled to all rights and estates of the Tenant under the Lease. Landlord waives, for the benefit of Assignee only, any prior defaults of Tenant pursuant to the Lease. The foregoing waiver shall not apply to any future default or breach of obligations of any Tenant pursuant to the Lease and Landlord retains all rights and remedies pursuant to the Lease with respect to any future default or breach. Landlord waives any requirement that existing guarantors of the Lease consent to this Assignment. Landlord agrees that, upon timely satisfaction of each of the conditions set forth in Section 2 of the foregoing Assignment, Assignor's liability under the Lease shall terminate and be of no further force or effect, the persons who previously guarantied the Assignor•s obligations pursuant to the Lease shall be released from their guaranty obligations. Within ten (10) business days after the timely satisfaction of such conditions Landlord shall return to Assignor the security deposit ·previously made by Assignor. Landlord: College Terrace Centre LLC, a California limited liability cmnpany By: Brian Spiers Development, LLC, a California limited liability company, :y~t~~ Brian Spiers, its Manager {00095656-4} 4 IN WITNESS WHEREOF, the Parties have entered into this Restrictive Covenant as of the date first set forth above. OWNER COLLEGE TERRACE CENTRE LLC a California Limited Liability Company By: Brian Spiers Development, LLC a California Limited Liability Company Its Manage~ ..... . By: ·~~ Its: Manager CITY CITY OF PALO ALTO~ a California municipal corporation By: ________________ _ · City Manager Approved as to Form By: City Attorney 5