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HomeMy WebLinkAboutGrove Apartments Investment Co; 1986-12-04;December 4, 1986 City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008 Attention: City Manager Gentlemen: Reference is made to that certain Agreement for Purchase and Sale of Real Property, dated as of July 10, 1986, by and between the undersigned as "Seller" and the City of Carlsbad ("City"), which Agreement, together with the exhibits attached thereto, is herein referred to as the "Agreement". All references herein to defined terms shall have the same meaning as set forth in the Agreement. Seller and City desire to enter into an agreement relative to the sale of the Property by Seller to the City, in lieu of condemnation, which will supercede the Agreement, and this letter shall constitute a letter of intent between the Seller and the City with respect to the terms and conditions of such sale. Notwithstanding anything to the contrary contained herein, the Agreement shall not be superceded until such time as a definitive agreement incorporating the terms and conditions of this letter of intent is executed by all parties thereto. 1. 2. City hereby agrees to cause a ballot measure ("Ballot Measure") to be submitted to the voters of the City at a special election to be called in March, 1987. The Ballot Measure shall authorize the City to acquire the Property for cash and for the "Purchase Price" (as hereinafter defined). City hereby represents to Seller that the Ballot Measure shall only require a majority vote of the registered voters within the City who vote at such election in order to be Approved. Upon Approval of the Ballot Measures, City shall purchase, and Seller shall sell, the Property for the Purchase Price. The Close of Escrow shall occur no later than ninety (90) days following the date the Ballot Measure is Approved. The Purchase Price for the Property and for the rights of The Odmark Development Company ("Odmark") in same, shall be $6,457,834.55 if the Close of Escrow for the Property occurs on or before June 2, 1987, an.d shall be $6,572,934.55 if the Close of Escrow for the purchase and sale shall occur at any time after June 2, 1987. The Purchase Price for the / City of Carlsbad December 4, 1986 Page 2 Property shall be pavahle in cash, or by certified or cashier's check, through Escrow to Seller and Odmark pursuant to paragraph 4. (c) hereof. 3. The Escrow shall be established with the Escrow Holder as set forth in the Agreement. 4. The City's obligation to acquire the Property, and Seller's obligation to sell the Property, shall be subject to and conditioned upon the satisfaction of the following conditions: (a) Approval of the Ballot Measure, it being understood and * agreed, however, that the authorization of the City by the voters to raise the necessary revenues to finance the acquisition of the Property shall not be a condition precedent to City's obligations hereunder. (b) Each of the City and Seller shall have obtained from Odmark, in the case of Seller, a full and complete release by Odmark of Seller of any and all claims, liabilities, damages, etc., under or arising out of the Agreement for Purchase and Sale of Real Property and Escrow Instructions between Seller and Odmark (as amended) ("Odmark Purchase Agreement"), and in the case of the City, and subject to the purchase price and other terms and conditions of the'definitive agreement referenced above, a complete assignment of all rights held by Odmark under the Odmark Purchase Agreement together with a complete release from any and all claims, liabilities, damages, etc., arising out of or resulting from such actions as the City may have taken with respect to the approval or disapproval of Odmark's applications for development of the Property, or any portion thereof. Each of City and Seller agree to use their respective good faith and diligent efforts in order to obtain such agreements from Odmark. (c) In the event the City purchases the Property pursuant to this letter of intent and the definitive agreement referenced above, escrow proceeds shall be disbursed as follows: (i) To Seller, $5,755,000.00 ($5,870,100.00 if after June 2, 1987) for the Property, subject to Seller remitting to Odmark deposits paid to Seller under the Odmark Purchase Agreement; (ii) To Odmark, the sum of $702,834.55 in consideration of Odmark's assignment of all rights under the Odmark Purchase Agreement, (except the return of deposits as noted below), together with a release from any and all claims, liabilities, damage, etc. referenced in paragraph 4. (b) above. Upon Seller receiving the amounts payable to it as aforesaid, Seller shall remit to Odmark the deposits previously paid to Seller under the Odmark Purchase Agreement. . - City of Carlsbad . December 4, 1986 Page 3 5. Upon the Property Close of Escrow, Seller and City shall deliver to each other an executed Agreement for Settlement Of Disputes and Mutual Releases substantially in the form of Exhibit "D" to the Asreement. 6. In the event the Ballot Measure is not Approved, and in the further event that the Referendum presently submitted to the City (the "Referendum Measure") pertaining to the Discretionary Governmental Approvals heretofore granted by the City is not qualified, or if qualified, is not Approved at the special election in which such Referendum Measure is first submitted to the voters for Approval, the City shall purchase from Seller, and Seller shall sell to City, Parcel F on the terms set forth in Section 3.0 of the Agreement, it being understood and agreed that the Discretionary Governmental Approvals shall be deemed to have been lawfully and validly issued and may be utilized by Seller. In the event the Ballot Measure is not Approved, and in the further event the aforesaid Referendum qualifies and is Approved, (thereby purportedly rescinding the Discretionary Governmental Approvals): (a) Seller shall have the right to terminate its obligation to convey Parcel F to the City with the same force and effect as Seller's right to terminate the Agreement pursuant to Paragraph 3.3 of the Agreement upon the failure of the Discretionary Governnental Approvals to have been lawfully and validly issued and Approved as provided in said Paragraph 3.3. and (b) upon such termination all parties shall have preserved all rights and respective positions in accordance with the so-called "Stand Still Agreement" dated July 10, 1986, between the parties hereto. 7. Seller and Odmark agree that, should the City determine it appropriate so to do, the City may defer taking action concerning the Referendum Measure until after the special election to be called concerning the Ballot Measure. 8. Seller and City agree to use their respective good faith and diligent efforts to agree upon a definitive agreement incorporating the terms and conditions of this letter of intent. It is agreed, however, that with the exception of of those covenants, representations and warranties herein stated to be presently operative, this letter of intent shall have no force and effect until such time as such definitive agreement is executed by the parties and delivered to each other. It is further agreed that the terms and conditions of the Stand Still Agreement shall remain in full force and effect until written notice of its termination is given by either of the parties to the other, pursuant to paragraph 7. thereof. GROVE APARTMENTS INVESTMENT CO. a partnership By : H.F.H. L.TD., a California limited partner shH By : Its: General Pa BERNARD CITRON TRUST MARITAL TRUST UNDER THE WILL OF WILLIAM S. BARTMAN RESIDUARY TRUST UNDER THE WILL OF WILLIAM S. BARTPAN -v City Attorney ACKNOWLEDGED AND AGREED TO: - By : Ted P. Odmark, President