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Home My WebLink AboutSA-RDA 079RESOLUTION NO. SA-RDA 079 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY APPROVING A TERMINATION AND SETTLEMENT/RELEASE AGREEMENT BETWEEN THE SUCCESSOR AGENCY AND MISSION VALLEY PROPERTIES DEVELOPMENT CALIFORNIA, LLC RECITALS: A. The Palm Desert Redevelopment Agency ("Former Agency") was formed pursuant to the Community Redevelopment Law (Califomia Heaith and Safety Code Section 33000 et seq.) (the "CRL"); B. The Cafifornia state legislature enacted Assembly Bill 1 X 26, as modified (the "Dissolution AcY'), to dissolve redevelopment agencies formed under the CRL; C. Pursuant to the Dissolution Act, on February 1, 2012, the Successor Agency, a separate legal entity, was formed to, among other things, dispose of the properties of the dissolved Former Agency which transferred to the Successor Agency by operation of law; D. The Successor Agency prepared a Long Range Property Management Plan, as amended ("LRPMP"), which was approved by the Successor Agency's local oversight board and the Califomia Department of Finance (the "DOF"), and which governs the disposition of properties of the Former Agency by the Successor Agency; E. Under the LRPMP, the Successor Agency is authorized to sell the following real property for its appraised value (collectively, the "Property"): The property located in the City of Palm Desert, County of Riverside identified as Assessor's Parcel Nos: 694- 300-001, 694-300-002, 694-300-005, 694-300-014, 694-300-015, 694-310-002, 694-310- 003, and 694-310-006. The Property is vacant and consists of approximately 128 acres; F. Pursuant to the LRPMP, in August of 2018, the Successor Agency made available to the potential bidders that certain bid package entitled "Successor Agency to the Palm Desert Redevelopment Agency, Department of Public Works, Contract Documents For 128 Acre Parcel Vacant Land, South of Gerald Ford Drive, North of Frank Sinatra Drive and West of Portola Avenue," dated August 2, 2018, which included the following: (i) Notice Inviting Bids, (ii) Instructions to Bidders, (iii) Purchase Bid, (iv) Noncollusion Declaration, (v) Right of Entry, (vi) Development Summary, and (vii) any and all addenda and amendments thereto (collectively, the "Bid Documents"); G. An appraisal of the Property was prepared by Capital Realty Analysts and received by the Successor Agency on May 16, 2018 (the "Appraisal"). The Appraisal placed the appraised value of the Property at $7,135,000; H. Sealed bids for the Property were opened on September 27, 2018. The highest bid received by the Successor Agency was in the amount of $7,135,000 (the RESOLUTION N0. SA1RDA 079 "Purchase Bid") and was received from Mission Vailey Properties Development California, LLC ("MVP"); �-- I. Pursuant to the Bid Documents, MVP's Purchase Bid constituted an _.,r irrevocable offer for 90 calendar days after the public opening of the bids, and a purchase and sale agreement was to be entered into between the Successor Agency and MVP following approval by the Board of the Successor Agency, the Countywide Oversight Board for the County of Riverside (which replaced the Successor Agency's local oversight board) (the "Oversight Board"), and the DOF; J. Pursuant to its Resolution No. SA-RDA-074, adopted on October 11, 2018, the Board of the Successor Agency accepted MVP's Purchase Bid and directed Successor Agency staff to negotiate a purchase and sale agreement with MVP; K. Pursuant to its Resolution No. 2018-016, adopted on November 1, 2018, the Oversight Board approved the conveyance of the Property to MVP and authorized the authorized officers of the Successor Agency to execute the purchase and sale agreement substantially in the form attached to the Resolution and to take related actions; L. Pursuant to the Bid Documents, MVP deposited with the City of Palm Desert on behalf of the Successor Agency a cashier's check in the amount of $214,110 as a guarantee that MVP would execute a purchase and sale agreement, but the check subsequently expired and has since been destroyed (the "Deposit"); ... M. A dispute has arisen between the Successor Agency and MVP regarding the timing and terms and conditions of the proposed purchase and sale agreement, the ,,,�, nature of the development on the Property proposed by MVP, and the disposition of the Deposit pursuant to the Bid Documents (collectively, the "Dispute"); N. The Successor Agency and MVP desire to resolve the Dispute by terminating the proceedings for the sale of the Property to MVP pursuant to the Bid Documents, which will avoid the cost and expense of potential litigation and will allow the Successor Agency to commence new proceedings to sell the Property pursuant to the LRPMP; and O. The Successor Agency and MVP desire to enter into the Termination and Settlement/Release Agreement, attached to this Resolution as Exhibit "A", to terminate the Bid Documents and the proceedings for the sale of the Property to MVP pursuant to the Bid Documents on the terms and subject to the conditions set forth in the Termination and SettlemendRelease Agreement; NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS: Section 1. The above recitals are true and correct and a substantive part of this .,. Resolution. ..� -2- - <.:-_..— _.—.-. �.._- �— ----------��::�.:::�.------ -- ---._...._..---..._. _ RESOLUTION N0. SA-RDA 079 Section 2. The Termination and Settlement/Release Agreement, in the form attached hereto as Exhibit "A" and incorporated herein by reference, is hereby approved. The Executive Director of the Successor Agency is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Termination and Settlement/Release Agreement in substantially such form, with such non-substantive changes therein as the Executive Director may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 3. The Oversight Board is hereby requested to approve the Successor Agency's execution and delivery of the Termination and Settlement/Release Agreement in substantially the form attached hereto as Exhibit "A." Section 4. The officers and staff of the Successor Agency are hereby authorized, jointly and severally, to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution, and any such actions previously taken are hereby ratified and confirmed. Section 5. The Successor Agency Secretary shall certify to the passage and adoption of this resolution and the same shall take effect and be in force. Section 6. The Secretary of the Successor Agency is hereby directed to transmit this Resolution to the Oversight Board. PASSED, APPROVED AND ADOPTED this 13th day of February � 2020. AYES: HARNIK, JONATHAN, KELLY, WEBER, and NESTANDE NOES: NONE ABSENT: NONE ABSTAIN: NONE � � �/ �� -�� ;.� � �� GINA NESTANDE, CHAIR APPROVED: RA .LL D. KT ASSEN, ECRETARY SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY -3- RESOLUTION N0. SA-RDA 079 EXHIBIT A TERMINATION AND SETTLEMENT/RELEASE AGREEMENT ..,, _,., ..... ..� .,» EXHIBIT A TERMINATION AND SETTLEMENT/RELEASE AGREEMENT THIS TERMINATION AND SETTLEMENT/RELEASE AGREEMENT (this "Agreement") is entered into by and between the SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY (the "Successor Agency") and MISSION VALLEY PROPERTIES DEVELOPMENT CALIFORNIA, LLC ("MVP"). RECITALS: A. The Palm Desert Redevelopment Agency ("Former Agency") was formed pursuant to the Community Redevelopment Law (California Health and Safety Code Section 33000 et seq. ) (the "CRL"). B. The California state legislature enacted Assembly Bill 1X 26, as modified ( the "Dissolution Act"), to dissolve redevelopmen[ agencies formed under the CRL. C. Pursuant to the Dissolution Act, on February 1, 2012, the Successor Agency, a separate legal entity, was formed to, among other things, dispose of the properties of the dissolved Former Agency which transferred to the Successor Agency by operation of law. D. The Successor Ageney prepared a Long Range Property Management Plan, as amended ("LRPMP"), which was approved by the Successor Agency's local oversight board and the California Department of Finance (the "DOF"), and which governs the disposition of properties of the Former Agency by the Successor Agency. E. Under the LRPMP, the Successor Agency is authorized to sell the following real property for its appraised value (collectively, the "Property"): The property located in the City of Palm Desert, County of Riverside identified as Assessor's Parcel Nos: 694-300-001, 694- 300-002, 694-300-005, 694-300-014, 694-300-015, 694-310-002, 694-310-003, and 694- 310-006. The Property is vacant and consists of approximately 128 acres. F. Pursuant to the LRPMP, in August of 2018, the Successor Agency made available to the potential bidders that certain bid package entitled "Successor Agency to the Palm Desert Redevelopment Agency, Department of Public Works, Contract Documents For 128 Acre Parcel Vacant Land, South of Gerald Ford Drive, North of Frank Sinatra Drive and West of Portola Avenue," dated August 2, 2018, which included the followin�: (i) Notice Inviting Bids, (ii) Instructions to Bidders, (iii) Purchase Bid, (iv) Noncollusion Declaration, (v) Right of Entry, (vi) Development Summary, and (vii) any and all addenda and amendments thereto (collectively, the "Bid Documents"). G. An appraisal of the Property was prepared by Capital Realty Analysts and received by the Successor Agency on May 16, 2018 (the "Appraisal"). The Appraisal placed the appraised value of the Property at $7,135,000. H. Sealed bids for the Property were opened on September 27, 2018. The highest bid received by the Successor Agency was in the amount of $7,135,000 (the "Purchase Bid") and was received from MVP. Page 1 of 6 i zs i z-oc�� 3� i zas��.�� I. Pursuant to the Bid Documents, MVP's Purchase Bid constituted an inevocable offer for 90 calendar days after the public opening of the bids, and a purchase and sale agreement "'� was to be entered into between the Successor Agency and MVP following approval by the Board of the Successor Agency, the Countywide Oversight Board for the County of -�� Riverside (which replaced the Successor Agency's local oversight board) (the "Oversight Board"), and the DOF. Pursuant to its Resolution No. SA-RDA-074, adopted on October 11, 2018, the Board of the Successor Agency accepted MVP's Purchase Bid and directed Successor Agency staff to negotiate a purchase and sale agreement with MVP. K. Pursuant to its Resolution No. 2018-016, adopted on November 1, 2018, the Oversight Board approved the conveyance of the Property to MVP and authorized the authorized officers of the Successor Agency to execute the purchase and sale agreement substantially in the form attached to the Resolution and to take related actions. L. Pursuant to the Bid Documents, MVP deposited with the City of Palm Desert on behalf of the Successor Agency a cashier's check in the amount of $214,110 as a guarantee that MVP would execute a purchase and sale agreement, but the check subsequently expired and has since been destroyed (the "Deposit"). M. A dispute has arisen between the Successor Agency and MVP regarding the timing and terms and conditions of the proposed purchase and sale agreement, the nature of the development on the Property proposed by MVP, and the disposition of the Deposit "� pursuant to the Bid Documents (collectively, the "Dispute"). N. The Successor Agency and MVP desire to resolve the Dispute by terminating the proceedings for the sale of the Property to MVP pursuant to the Bid Documents, which will avoid the cost and expense of potential litigation and will allow the Successor Agency to commence new proceedings to sell the Property pursuant to the LRPMP. O. The Successor Agency and MVP have agreed to enter into this Agreement to terminate the Bid Documents and the proceedings for the sale of the Property to MVP pursuant to the Bid Documents on the terms and subject to the conditions hereinafter set forth. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and releases set forth, the sufficiency of which the parties hereto acknowledge, the parties hereto agree as follows: . r 1. Effective Date of this Agreement. This effective date of this Agreement (the "Effective Date") shall be the date that all of the following have occuned: (i) this Agreement has been duly approved by the Board of the Successor Agency and executed by an authorized officer of the Successor Agency, (ii) this Agreement has been duly approved by MVP and executed by authorized officers of MVP, (iii) this Agreement has been duly approved by the Oversight Board �• by resolution, and (iv) the resolution of the Oversight Board has been approved by the DOF, or the DOF has failed to request review of the Oversight Boazd resolution in the time allowed •-,• Page 2 of 6 t�s t�-000 i�2:�� i 2as�� doc pursuant to the Dissolution Act or has timely requested review but failed to take action on the Oversight Board resolution in the time allowed by the Dissolution Act. The Successor Agency shall notify MVP in writing of the date upon which all of the foregoing have occurred and this date shall constitute the Effeciive Date. This Agreement shall be of no force and effect until and after the Effective Date. 2. Covenants, Wananties and Representations of MVP and the Successor Agency. A. MVP covenants, warrants and represents to the Successor Agency that as of the Effective Date of this Agreement, MVP has not and will not have filed any lawsuit or other action against the Successor Agency or the City of Palm Desert (the "City") in any state or federal court relating in any way to the Dispute, has not and will not have presented any claim under California Governmcnt Code Section 810, et seq. relating in any way to the Dispute, and has not and will not have filed any lien against the Property. B. The Successor Agency covenants, warrants and represents to MVP that as of the Effective Date of this Agreement, the Successor Agency has not and will not have filed any lawsuit or other action against MVP in any state or federal court relating in any way to the Dispute. 3. Termination of Bid Documents and Proceedings to Sell the Property to MVP pursuant to the Bid Documents; Disposition of the Deposit. To fully resolve any and all claims relating to the Dispute, the parties agree that as of the Effective Date of this Agreement (i) the Bid Documents shall terminate and be of no further force and effect, (ii) the proceedings to sell the Property to MVP pursuant to the Bid Documents shall be deemed terminated, and (iii) the Successor Agency shall have no claim to the Deposit. 4. Compromise and Settlement of Dispute. The Successor Agency and MVP agree that all claims, demands, contentions, allegations, actions, causes of action proceedings, obligations, liabilities, damages, losses, costs, and expenses of any nature whatsoever related to the Dispute which are contained or alleged, or which could have been raised or alleged, in connection with the Dispute, are to be compromised and settled without any admission of liability or concession by any party that the contentions of the other party are correct. Upon the Effective Date of this Agreement, the Successor Agency and MVP shall have no further obligation to each other in connection with the Dispute, including any obligation of the Successor Agency to sell the Property to MVP pursuant to the Bid Documents or any obligation of MVP to purchase the Property pursuant to the Bid Documents. 5. Release and Dischar�e. A. In consideration of the mutually dependent promises and representations set forth in this Agreement, and except for the obligations created pursuant to this Agreement, the Successor Agency hereby fully releases and forever discharges MVP and its respective successors, assigns, employees, agents, representatives, ofiicers, directors, managers, contractors, attorneys, and all persons acting in concert with MVP from and against any and all claims, demands, actions, causes of action, proceedings, obligations, liabilities, damages, losses, costs, and expenses of any nature whatsoever, in law or in equity, known or unknown, foreseen Page 3 of 6 i �Ri �-000i�z:�� i zas�z.�� or unforeseen, contingent or non-contingent, that the Successor Agency now has based upon or in any way arising out of or in connection with the Dispute that occurred, or are alleged to have ""' occurred, at any time prior to the Effective Date of this Agreement. .. .. B. In consideration of the mutually dependent promises and representations set forth in this Agreement, and except for the obligations created pursuant to this Agreement, MVP hereby fully releases and forever discharges the Successor Agency and the City and their respective successors, assigns, employees, agents, representatives, officers, directors, managers, contractors, attorneys, and all persons acting in concert with them from and against any and all claims, demands, actions, causes of action, proceedings, obligations, liabilities, damages, losses, costs, and expenses of any nature whatsoever, in law or in equity, known or unknown, foreseen or unforeseen, contingent or non-contingent, that MVP now has based upon or in any way arising out of or in connection with the Dispute that occurred, or are alleged to have occuned, at any time prior to the Effective Date of this Agreement. C. The Successor Agency and MVP recognize that the releases set forth above shall extend to claims whether known or unknown to them and that the releases are made with the understanding that they shall include unknown claims contemplated by Civil Code § 1542, which provides as follows: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released pany „ ... Successor Agency Initial Here MVP Initial Here D. The comprise and settlement of the Dispute and the releases and discharges as set forth in this Section shall be binding upon and inure to the benefit of the Successor Agency, City, and MVP, and their respective employees, agents, attorneys, successors, devises, executors, administrators, assigns, and insurance carriers. THE PROVISIONS OF THIS SECTION SHAI.L NOT TERMINATE OR EXPIRE AND SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION. 6. Entire Agreement. This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreement and discussion. 7. Severabilitv. If any court of competent jurisdiction determines any provision of this Agreement to be invalid, illegal or unenforceable, that provision shall be deemed severed from the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable provision had never been a part hereof. 8. Modifications. No provision of this Agreement may be changed, discharged, supplemented, terminated or waived except in a writing signed by the parties hereto. � ._.. Page 4 of 6 i�si�-000��3�izas�z.ao� 9. Successors and Assi�ns. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors and assigns. 10. Third Party Beneficiary. The City is a third party beneficiary under this Agreement. 11. Governing Law; Jurisdiction. The terms and conditions of, and the rights and obligations under, this Agreement shall be construed and enforced in accordance with, and governed by, the local laws of the State of California. MVP hereby submits to the jurisdiction of the Superior Court of the State of California in Riverside County and agrees that any dispute regarding the interpretation or enforcement of, or any other matter relating to, this Agreement shall be determined in and by such court. 12. Time of Essence. Time is of the essence of each provision hereof in which time is a factor. 13. Le a�Ll Representation and Construction. The Successor Agency and MVP each acknowledges that it has been represented by counsel, or has had counsel available to it, throughout the pendency of the negotiations of this Agreement. The Successor Agency and MVP further agree that this Agreement is the product of arms-length negotiations between them, and that this Agreement is executed voluntarily by each of them without being subjected to any duress or undue influence. The Successor Agency and MVP further agree that they are to be considered mutual authors of this Agreement. 14. Authority to Execute. Each individual executing this Agreement represents and warrants that it is duly authorized to execute this Agreement and that it is binding in accordance with its terms. The Successor Agency and MVP each warrants that it is the true holder of all rights and remedies which it purports to release, and that it has not assigned or transferred any of those ri�hts or remedies to any other individuals and/or entities. 15. Execution. This Agreement may be executed in counterparts which, when taken together, shall constitute one original agreement. An electronic or facsimile signature shall be deemed the same as, and valid as if it were, an ori�inal signature. Page 5 of 6 i zsi �-oc�i� �� i �aa��.d�� IN WTTNESS WHEREOF, the Successor Agency and MVP have executed this Agreement as of the Effective Date. SUCCESSOR AGENCY: Successor Agency to the Palm Desert Redevelopment Agency: MVP: Mission Valley Properties Development California, LLC: By: Print Name: Title: Executive Director By: Print Name: Title: By: Print Name: Title: ATTEST: Rachelle D. Klassen, Secretary ... .... ... APPROVED AS TO FORM: APPROVED AS TO FORM: � y By: Print Name: Title: Successor Agency Special Counsel By: Print Name: Title: Attorneys for MVP ..., _ .� Page6of6 i za i 2-00o t�� ►�ae��.a�,�