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HomeMy WebLinkAbout1986-12-04; City Council; 8823-1; Hosp Grove Acquisition March 3 Special ElectionI .' .. z 0 4 =! 0 z 3 0 0 5 iB#xf2m MTG. 12/4/86 - CIT. OF CARLSBAD - AGEND, BILL TITLE HOSP GROVE ACQUISITION/ CITY A MARCH 3, 1987 SPECIAL MUNICIPAL ELECTION IEPT. CA I I CITY MGR.~ RECOMMENDED ACTION: If the City Council concurs your action is to adopt Resolution No. g9ao asking the City's voters to approve the acquisition of Hosp Grove at the March 3, 1987 special municipal election, and Resolution No. #"'9b/ appropriating funds to pay the additional election costs. ITEM EXPLANATION The City Council at your meeting of December 2, 1986 directed our office to prepare the necessary documents to acquire Hosp Grove. It was not possible given the time constraints to complete a new acquisition agreement or the necessary revisions to the revised stipulated judgment. However, the property owners and developers have executed a letter of intent which outlines the terns and conditions under which they are willing to sell the property to the City. The City, in calling the election based on the letter, will be relying upon the good faith of the parties involved to work out the details of the acquisition and the necessary documentation. The terms and conditions for the acquisition in the letter of intent are as negotiated by your Council committee. You should carefully review them. Your action in adoptinq the attached resolutions placing the matter before the voters will, in effect, constitute approval of the letter and directions to our office to proceed to complete the transaction on that basis. Attached is Resolution No. 8 900 which we have prepared in satisfaction of the requirements of Chapter 1.24 of the Carlsbad Municipal Code which will place a ballot question before the voters asking for approval of the acquisition of Hosp Grove for approximately $7 million. If the City Council wishes to acquire Hosp Grove in accordance with the terms of the letter of intent your action is to adopt Resolution No. PyOo . Also attached is Resolution No. f9O/ appropriating $5,000 to pay the cost of adding the question to the special council election. FISCAL IMPACT It is the present intention of the City Council to finance the purchase price with a lease revenue bond structured with a nonprofit corporation, certificate of participation or similar instrument. The bond issue would be supported by a pledge of general fund revenues. References in the ballot question to financing are advisory only and not legally binding. The Council would retain discretion on financial methods. The City Manager has reported separately on the effect the commitment of part of the qeneral fund will have on City Council consideration of your budqet for the upcoming 1987-88 fiscal year. The City Clerk estimates an Agenda Bill # 1?'f26-~/ 12/5/86 Page 2 additional $5,000 will be required to pay the costs of adding the question to the special election already called to fill the Council vacancy. EXHIBIT Resolution No. 87-0 Resolution No. p901 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 . " t 1 2 1 k 4 E c 7 E S 1c 11 12 18 19 20 21 22 23 24 25 26 27 20 RESOLUTION NO. 8900 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALLING AND GIVING NOTICE OF THE HOLDING OF A SPECIAL MUNICIPAL ELECTION TO BE HELD IN SAID CITY ON TUESDAY, MARCH 3, 1987 TO INCLUDE THE SUBMISSION TO THE QUALIFIED ELECTORS OF SAID CITY A QUESTION IN ACCORDANCE WITH CHAPTER 1.24 OF THE CARLSRAD MUNICIPAL CODE ASKING APPROVAL FOR THE ACQUISITION OF HOSP GROVE. CARLSBAD, CALIFORNIA, AMENDING RESOLUTION NO. 8891 ~ ~ ~ ~~~~ ___ ~~ ~~ ~~ WHEREAS, the City Council adopted Resolution No. 8891 calling a Special Municipal Election to be held in said City on Tuesday, March 3, 1987 in order to elect a member of the City Council: and WHEREAS, Chapter 1.24 of the Carlsbad Municipal Code and the guidelines adopted for implementation require acquisitior of real property costing in excess of $1 million in tax money to be Dlaced on the ballot and approved by a majority of the voters voting thereon at an election; and WHEREAS, the City Council has determined that the public interest requires the acquisition of approximately 52.68 acres of undeveloped land known as Hosp Grove for general municipal purposes for approximately $7 million; and WHEREAS, the City Council of the City of Carlsbad has determined to submit a question to the qualified voters of the City of Carlsbad at the Special Municipal Election being held on March 3, 1987 asking the voters to authorize the acquisition of Hosp Grove. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Carlsbad, California, does hereby declare, determine and order as follows: 1. That the above recitations are true and correct. 1 - ~ 2 Do the voters of the City of Carlsbad approve spending approximately $7 million for the acquisition of 52.68 acres of undeveloped land known as Hosp Grove the purchase to be financed with debt requiring payments from the general fund of approximately $650,000 per year for 20 years. 3 4 5 6 7 8 9 10 11 12 s 19 20 21 22 23 24 25 26 27 28 2. That Resolution No. 8891 is hereby amended to include the submission to the qualifieti. voters of said City at the March 3, 1987 Special Municipal Election a question as follows: the word "YES" in the manner hereinbefore provided counted in favor of the adoption of the question. placed in the voting square after the word "NO" in hereinbefore provided shall be counted against the YES/ I I I square after shall be A cross (+) the manner adoption of the question. 4. The question submitted by this resolution shall be designated on the ballot by a letter printed in the left margin of the square containing the description of the measure, as provided in Section 10219 of the Elections Code. 5. That the City Clerk shall certify to the passage and adoption of this resolution; shall enter the same in the book of original resolutions of said City; and shall make a minute of the passage and adoption thereof in the record of the ... ... ... ... ... 2. 19 20 21 22 23 24 25 26 27 28 .- proceedings of the City Council of said City, in the minutes of the meeting at which the same is passed and adopted. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California held on the 4th day of December , 1986 by the following vote to wit: AYES: Council Members Lewis, Kulchin and Pettine NOES: Council Member Mamaux fl ABSENT: None ATTEST: aadb, dK- ALETHA L. RAUTENKRANZ, City' Clerk 3. I 1I 1: 1; 1: 11 l! 1t 1: 1E 1s 2c 21 22 22 24 25 26 27 28 .- RESOLUTION NO. 8901 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHOR12 INL' THE TRANSC-ER OF $5,000 FROM THE CONTINGENCY FUND TO THE CITY CLERK'S BUDGET FOR ADDITIONAL ELECTION COSTS WHEREAS, the City Council has called a Special Municipal Election to be held Ln the City of Carlsbad on March 3, 1987 to fill a vacant position on the :ouncil; and WHEREAS, on December 2, 1986, Council adopted Resolution No. 8894, ;ransferring $40,000 from the contingency fund to the City Clerk's budget to :over the costs of that Special Municipal Election; and WHEREAS, the City Council has determined to place an additional measure :oncerning the purchase of Hosp Grove on the ballot of the Special Municipal Ilection to be held on March 3, 1987; and WHEREAS, it is estimated that it would cost approximately $5,000 to pay for ;he additional costs placing the measure on the ballot; and WHEREAS, there are sufficient funds available in the City's contingency fund md a transfer of $5,000 would reduce the balance of the fund to $603,408. IOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad as 'ollows: 1. That the above recitations are true and correct. 2. That the transfer of $5,000 from the contingency account (Account #001- 340-1990-2990) to the City Clerk's budget, account number 001-1030-2992, Is lereby approved. 'I1 'I1 Ill Ill fll 'f I 1 2 3 4 5 6 7 e 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at an Adjourned Regular Meeting of the City Council of the City of Carlsbad held on the 4th day of December, 1986, by the following vote, to wit: AYES: Council Members Lewis, Kulchin and Pettine NOES: Council Member Mamaux ABSENT: None AT.rEST : 12.&?zY2/Qa ALETHA L. RAUTENKRANZ, City Clerk I ( SEAL )