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HomeMy WebLinkAbout1986-11-06MINUTES SPECIAL JOINT MEETING OF THE PALM DESERT CITY COUNCIL AND REDEVELOPMENT AGENCY THURSDAY, NOVEMBER 6, 1986 • • • • • • • • • • • • • • • • • • • • • • I. CALL TO ORDER Mayor/Chairman Kelly convened the meeting at 6:00 p.m. II. PLEDGE OF ALLEGIANCE - Councilman S. Roy Wilson III. INVOCATION - Councilmember Jean M. Benson IV. ROLL CALL Present: Councilmember/Member Jean Benson Councilman/Member Walter Snyder Councilman/Member S. Roy Wilson Mayor Richard S. Kelly Also Present: Bruce A. Altman, City Manager Carlos L. Ortega, Executive Director David J. Erwin, City Attorney Sheila R. Gilligan, City Clerk/Secretary Ramon A. Diaz, Director of Community Services V. NEW BUSINESS Councilman/Member Snyder moved to adjourn to Closed Session for the Purpose of Discussing Property Acquisition in Accordance with Section 54956.9(c) of the Government Code. Councilman/Member Wilson seconded the motion. Motion carried by unanimous vote, and Mayor Kelly adjourned to Closed Session at 6:02 p.m. He reconvened the meeting at 7 p.m. and announced that no action had been taken in the Closed Session. B. RESOLUTION NO. 86-112A - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT, CALIFORNIA, ESTABLISHING A REDEVELOPMENT AGENCY REVOLVING FUND. Upon motion by Councilman Wilson, second by Councilmember Benson, Resolution No. 86-112A was adopted by unanimous vote. MINUTES OF THE JOINT MEETING OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY NOVEMBER 6, 1986 * • * • * * • * • • * • • • * * • • • • * • C. RE_' OLUTION_ NO__203 - A RESOLUTION OF THE REHEVrI OPMENT AGENCY OF THE CITY OF PALM DESERT, CAL 1 PORN 1 A , AGREEING TO THE TERMS OF RESOLUTION NO. 86- 1 122 OF ' HE CI TY COUNCIL ESTABLISHING A REVOLVING FUND. Upon motion by Member Benson, second by Member Wilson, Redevelopment Agency Resolution No. 203 was adopted by unanimous vote of the Board. D. CONSIDERATION BY THE PALM DESERT REDEVELOPMENT AGENCY OF AN OFFER TO SELL REAL PROPERTY TO THE AGENCY, SUCH REAL PROPERTY GENERALLY LOCATED AT THE NORTHEAST CORNER OF PORTOLA AVENUE AND FRANK SINATRA DRIVE. Member Wilson moved to accept the offer to sell and authorize the Redevelopment Agency to purchase the property under the terms and conditions set forth in Exhibit "A" of Redevelopment Agency Resolution No. 203. Member Benson seconded the motion. Motion carried by unanimous vote of the Agency Board. VI. ADJOURNMENT Upon motion by Benson, second by Snyder, and unanimous vote of the City Council/Agency Board, Mayor/Chairman Kelly adjourned the meeting at 7:19 p.m. ATTEST: /RICHARD S. KELLY,MAYOR/CHAIRMAN ;iy JEAN M. BENSON, MAYOR PRO TEMPORE R. GI�IGAN, CiT LERK PALM DESERT/PA DESERT /SECRETARY CITY OF DE / REDEVELOPMENT AGENCY 1 October 29, 1986 TO: CITY OF PAOM DESERT (The City) And/Or REDEVELOPMENT AGENCY FROM: GARY COOPgR A CAMERON ALLARD as agents for the owners of the lands hereinafter described (the Allard -Cooper lands) You have requested that we submit to you an offer to sell the Allard -Cooper lands. We hereby offer to sell the Allard -Cooper lands on the following basis: A) Purchase Price: $46,250.00 per acre for a total purchase price of $6,151,250.00 (to be adjusted to actual acreage) B) Payment of Purchase Price: 1. By deposit at time of acceptance 2. By cash on close of escrow 3. By assumption of existing 1st Note & Deed 4. By Note secured by 2nd Deed to be granted at close of escrow TOTAL $ 100,000 $1,437,800 $1,665,000 .2)802,i/37 $6 �� cos, zsD (2nd Deed to be payable i7stantly- at 10%-quarterly payments. Principal due in 5 years in full, pre- payment without notice or bonus. Any adjustment in purchase price on acreage to be on the cash payable on close) (2nd Deed & Note to be in standard from acceptable to owners) C) Special Conditions: 1. City to assume the special levy against the Cooper -Allard lands-i.e. purchase price to be net to owners. 2. All other adjustment to be made on the close of escrow. D) Escrow: 1. To be opened immediately upon acceptance of within offer and payment of deposit money of $100,000. 2. Close of Escrow to be on or before December 15, 1986. Page 2 E) Acceptance: This offer may be accepted by the City signing and returning one copy to the owners agent: Cooper 8 Patrick 10030 101 A Avenue Edmonton, T5J 3G2 (403)420-6745 on or before Friday, November 7, 1986 at 5:00 P.M. together with $100,000 deposit to be placed in escrow. The undersigned hereby represent that they have authority to make this offer: 4_e_E„./ Cameron Allard The undersigned hereby represent that they have authority to accept this offer: And herby accept the same subject to the terms and conditions of Exhibit "A" attached and subject to the written acceptance of Sellers to Exhibit "A". Dated: Nov 6,1986 tes • Sec r'eta y -/-6' ::LM DE 7DEVVYY A NC Lr Cha an • • M• 1i'Peso •• ..•-•" ••�f� •••'r Exhibit "A" The Palm Desert Redevelopment Agency ("Buyer") accepts the above -described offer from Gary Cooper and Cameron Allard ("Seller") subject to the following terms and conditions, which shall be contained in a Purchase and Sale Agreement between the Buyer and the Seller: 1. Purchase Price. The Purchase Price shall be $45,054 per acre, for a total purchase price of $6,005,250 (subject to adjustment based upon the actual acreage). Said purchase price shall be delivered as follows: (a) Deposit upon opening of escrow $ 100,000 (b) Additional cash at close of escrow 3,102,813 (c) Note to Seller secured by a first trust deal to be delivered at close of escrow $ 2,802,437 Total $ 6,005,250 2. Escrow Instructions. The terms of the offer, together with the terms set forth in this Exhibit A, shall serve as the basis for the preparation of escrow instructions to City National Bank - Palm Desert Office, Escrow No. 213042 ("Escrow Holder"). 3. Title and Title Insurance: (a) Upon the opening of escrow, Escrow Holder shall order from a title insurance company selected by the Buyer a preliminary title report for the Property. Escrow Holder shall also request two copies of all instruments identified as exceptions on said Preliminary Title Report. Upon receipt of the foregoing, Escrow Holder shall deliver these instruments and the preliminary title report to Buyer and Seller. Title to the Property shall be insured at the Close of Escrow by a CLTA Standard Coverage Joint Protection Policy of Title Insurance in the amount of the Purchase Price (the "Policy"). The Policy shall insure Buyer's interest in the Property free and clear of all liens, trust deeds, encumbrances, restrictions, and rights -of -way of record, subject only to the following permitted conditions of title ("Permitted Title Exceptions"): (i) The lien for current real property taxes, a lien not yet due and payable; (ii) The Deed of Trust encumbering the Property from Buyer in favor of Seller; and (iii) Those exceptions executed by Buyer in accor- dance with the terms hereof approved by Buyer within ten (10) days after the date Buyer receives the Preliminary Title Report and copies of all instruments noted as. exceptions thereon. If Buyer unconditionally disapproves any exceptions, the escrow shall automatically terminate, all funds deposited therein shall be refunded to Buyer, and this agreement shall be of no further force or effect, If Buyer conditionally disapproves any exceptions, then Seller shall use his best efforts to cause such exceptions to be removed by the close of Escrow. If such conditionally disapproved exceptions are not removed by the Closing Date, Buyer may, at his option, either accept the Property subject to such encumbrances, or terminate the escrow, receive a refund of all funds deposited into escrow, and the Purchase and Sale Agreement shall then be of no further force or effect. (b) The cost of the insurance premium for the CLTA Joint Protection Policy of Title Insurance and all documentary transfer taxes shall be paid for by Seller. 4. Survey Following the approval of title, Seller and Buyer shall select a mutually acceptable surveyor or civil engineer, who shall perform a survey of the Property to ascer- tain the exact area of the Property and to determine the actual boundaries of the Property. The fees charged by or owing to such surveyor or civil engineer shall be the cost and expense of Seller. 5. Note and Deed of Trust (a) The terms and condi- tions of the promissory note (the "Note") from Buyer to Seller shall be in a form mutually acceptable to Buyer and Seller, but among other terms, shall bear interest at the rate of ten percent (10%) per annum, the maker shall pay all interest in arrears at the end of each calender quarter, interest shall be computed on a 360-day year, the maker may prepay any amount of principal or interest without penalty, and all principal shall be due and payable on or before five (5) years after the close of Escrow. (b) The Deed of Trust from Buyer to Seller shall not contain any restrictions upon the owner of the Property against improving same, including prohibitions against waste and requirements for cultivation and irrigation. Neither the Note nor the Deed of Trust shall contain any "due -on -sale" clause or any similar provision restricting Buyer's right to sell, trans- fer or convey the Property subject to the Deed of Trust, or -2- 861105 Ij 0053JAR(2) providing Seller with the right to accelerate the due date of the Note or the Deed of Trust as a consequence of any sale, transfer or conveyance of the Property. Said Deed of Trust shall also provide that the beneficiary of the Deed of Trust shall cause the trustee of the Deed of Trust to release and execute partial reconveyances of portions of the Property from the lien of the Deed of Trust subject to the following condi- tions: (1) No parcel to be released shall contain less than five (5) acres; (2) For each acre released Seller shall receive a principal payment equal to 110% times original principal sum of the Promissory Note divided by the total number of acres comprising the Property; (3) All released parcels shall either be contiguous to one another or adjacent to the boundaries of the Property, but the trustor of the Deed of Trust may select which parcels may be released; (4) Seller shall be paid all accrued interest to the date the applicable portions of the Property are released; (5) There shall be no valid Notices of Default of record existing against the Property; (6) All portions to be released shall consist of one or more legal lots or parcels as shown on a recorded parcel or final map; and (7) Buyer shall reserve the right to release less than the entire portion of the Property which Buyer would otherwise be entitled to release by reason of a payment made under the Note. Portions of the real property not included in a partial release shall not be included in computing the prin- cipal payment required to obtain are subsequent release which includes that portion, or any part of it. 6. Special Levies. The Buyer shall assume and dis- charge the existing tax levies for District 84-1 assessments. 7. Documents at Closing. The Purchase and Sale Agreement shall provide that prior to the close of Escrow, Seller shall deliver to Escrow Holder the following instruments and documents, the delivery of each of which shall be a condi- tion of the closing of escrow: -3- 861105 Ij 00S3JAR(2) (i) A Grant Deed duly executed and acknowl- edged by Seller, granting and conveying to Buyer good and marketable title to the Property. Said Grant Deed shall be in the form satisfactory to either Buyer or his legal counsel; (ii) An assignment of any oil, gas or mineral leases, executed on behalf of Seller, in recordable form, and otherwise in form and content satisfactory to legal counsel for Buyer; (iii) Soils and engineering tests, develop- ment feasibility studies and environmental impact reports which Seller may have in its possession which relate to the Property; and (iv) Such proof of Seller's authority and authorization to enter into this transaction as the title company selected by the Buyer may reasonably require in order to issue the Policy. 8. Offsets. The Purchase and Sale Agreement shall provide that if Seller fails to pay and discharge at the close of Escrow any and all monetary liens and/or monetary encum- brances existing as of the close of Escrow which are not Permitted Title Exceptions, at Buyer's option, the funds held by Escrow Holder shall be applied to the payment and discharge of said liens. If the funds held by Escrow are insufficient to discharge all of said liens or encumbrances, Buyer shall have the option to terminate the Escrow, and Buyer shall thereafter be under no obligation to close escrow. 9. Inspections. The Purchase and Sale Agreement shall provide that upon prior notice to Seller, Buyer and its legal counsel, accountants and other representatives shall have the right to enter upon the Property from time to time while this agreement is in effect to make inspections and other examinations of the Property, including the right to perform soil and geological tests of the property. 10. Indemnification. The Purchase and Sale Agreement shall provide that Seller shall indemnify Buyer against, and hold Buyer harmless and, at the option of Buyer, defend Buyer with counsel approved by it, from all liabilities, losses, damages, costs and expenses, including without limitation legal fees and disbursements, incurred by Buyer subsequent to the date of Seller's acceptance hereof by reason of any claims or litigation relating to the Property and arising from acts, occurrences or matters that took place prior to the close of escrow. -4- 861105 Ij 00S3JAR(2) 11. Warranties and Representations of Seller. The Purchase and Sale Agreement shall include provisions providing that Seller shall represent and warrant to Buyer the following, it being expressly understood and agreed that all such repre- sentations and warranties shall be true and correct as of the close of Escrow and shall survive the close of escrow for five (5) years: (a) The Property shall not be in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to the environmental condi- tions on under or about the property including, but not limited to, soil and groundwater condition. Seller shall further represent and warrant that neither Seller nor any other third party has used, generated manufactured, stored or disposed of on, under or about the Property or transported to or from the property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials ("Hazardous Materials"). Hazardous Materials shall include but not be limited to substances defined as "hazardous substances," "hazardous materials," or "toxic substances" in the Comprehen- sive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et seq.; the Hazardous Materials Trasporation Act, 49 U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; and those substances defined as "hazardous wastes" in Section 25117 of the California Health & Safety Code or as "hazardous substances" in Section 25316 of the California Health & Safety Code; and in the regulations adopted and publications promulgated to said laws. (b) At the close of escrow, there shall be no pending litigation or, to the best of Seller's knowledge, threatened litigation, which does or will adversely affect the Property, other than litigation involving claims that are covered by insurance and for which Buyer will have no liability. (c) There shall be no actions or proceedings pending or, to the best of Seller's knowledge, threatened against Seller, before any court or administrative agency in any way connected with or relating to the Property, or affecting Seller's ability to fulfill all of their obligations under the Purchase and Sale Agreement. (d) Neither the Purchase and Sale Agreement nor anything provided to be done thereunder including the transfer of title to the Property to Buyer, violates or shall violate any contract, agreement or instrument to which Seller is a party, or which affects the Property or any part thereof, and -5- 861105 Ij 00S3JAR(2) that the sale of the Property herein contemplated does not require the consent of any party not a signatory hereto, except as specifically provided herein to the contrary. (e) Seller shall not be in default of their obligations under any contract, agreement or instrument to which Seller is a party which would adversely affect the value of the Property or Seller's ability to perform their obliga- tions under the Purchase and Sale Agreement. (f) There shall be no mechanics', materialmen's or similar claims or liens presently claimed or which will be claimed against the Property for work performed or commenced prior to the date of this agreement. Seller shall agree to hold Buyer harmless from all costs, expenses, liabilities, losses, charges, fees, including attorney fees, arising from or relating to any such lien or any similar lien claimed against the Property and arising from work performed or commenced prior to the close of escrow. (g) Seller shall not have (i) made a general assignment for the benefit of creditors; (ii) filed any volun- tary petition in bankruptcy or suffered the filing of an involuntary petition by Seller's creditors; (iii) suffered the appointment of a receiver to take possession of all or substan- tially all of Seller's assets; or (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Seller's assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer or settle- ment, extension or composi'._on with creditors, generally. (h) There shall be no written or oral leases or contractual rights or options to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property or'any part thereof, and no persons other than Buyer shall have any right of possession to the Property or any part thereof. 12. Default. The Purchase and Sale Agreement shall provide that in the event of a breach or default by either Buyer or Seller, the non -defaulting party shall have the right to terminate the escrow for the sale of the Property by delivering written notice thereof to Escrow Holder, and if Buyer is the non -defaulting party, Escrow Holder shall imme- diately remit, and Buyer shall thereupon promptly receive, a refund of all prior deposits and accrued interest thereon with- out further instruction or notice from Seller, and despite any instruction or notice to the contrary from Seller. Notwith- standing the foregoing, the Purchase and Sale Agreement shall provide that such termination of the escrow by a non -defaulting -6- 861105 Ij 0053JAR(2) party shall be without prejudice to the non -defaulting party's rights and remedies at law or equity. 13. Time of Essence. Seller and Buyer shall acknowl- edge and agree that TIME IS STRICTLY OF THE ESSENCE with respect to each and every term, condition, obligation and provision therein and the failure to TIMELY and FULLY perform any of the terms, conditions, obligations or provisions thereof by Buyer or Seller shall constitute a material breach of and a default under the Purchase and Sale Agreement. 14. Miscellaneous. (a) Entire Agreement. This agreement supersedes any prior agreement, oral or written, and together with the attachments hereto and any agreements delivered pursuant hereto, contains the entire agreement between Buyer and Seller on the subject matter hereof. No subsequent agreement, repre- sentation or promise made by either party hereto, or by or to any employee, officer, agent or representative of either party, shall be of any effect unless it is in writing and executed by the party to be bound thereby. No person is authorized to make, and by execution thereof Seller and Buyer acknowledge that no person has made, any representation, warranty, guaranty or promise except as set forth herein; and no agreement, state- ment, representation or promise made by any such person which is not contained herein shall be valid or binding on Seller or Buyer. (b) Further Documents. Each party will, wherever and as often as it shall be requested by the other party, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further instruments and documents, including escrow instructions, as may reasonably be necessary in order to complete the sale, conveyance and transfer herein provided and to do any and all other acts and to execute, acknowledge and deliver any and all documents as may be requested in order to carry out the intent of the parties as set forth herein. (c) Broker's Commission. Seller represents and warrants to Buyer that Seller has used no broker, agent, finder or other person in connection with the transaction contemplated hereby to whom a brokerage or other commission or fee may be payable. Seller shall indemnify, defend and hold the Buyer harmless from any claims resulting from any breach by the Seller of the foregoing warranties, representations and covenants. -7- 861105 Ij 0053JAR(2) (d) Interpretations and Construction. The parties agree that each party and its legal counsel have reviewed and revised this Exhibit "A" to Seller's offer and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation hereof or of the Purchase and Sale Agree- ment or any amendments or exhibits thereto. (e) Attorneys' Fees. If either party hereto incurs attorneys' fees in order to enforce, defend or interpret any of the terms, provisions or conditions of this agreement or the Purchase and Sale Agreement or because of a breach of this agreement or the Purchase and Sale Agreement by the other party, the prevailing party, whether by suit, negotiation, arbitration or settlement, shall be entitled to recover reason- able attorneys' fees from the other party. GARY COOPER CAMERON ALLARD "Seller" PALM DESERT REDEVELOPMENT AGENCY By: -8- Chairperson r" 861105 IJ 00S3JAR(2) CITY NATIONAL BANK ESCROW NO 21-3042 'ATR Nov 7, 1986 RECEIVED FROM City of Palm Desert credit of same ONE HUNDRED THOUSAND AND NO/100 - DOCUMENTC SP/Palm Desert 928 924429 #013758 N? 119151 DOLLARS $ 100,000.00 COOPER & ALLARD/CITY OF PALM DESERT Redevelopment Agency / / ❑z CFT1j/NATIONAL BANK ❑ CHECK ❑ CASH;' [14 3.74 1OM