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HomeMy WebLinkAboutAGENDA REPORT 1998 0902 CC REG ITEM 10H114 - r//0 (A) IT , MM 0 • CITY OF MOORPARK, CALIFORNIA pp)� City Cou Meeting of _...J. -.1 nc ACTION: rov,-A a r M . � Fvl r� e M S CITY COUNCIL AGENDA REPO 6. 00 cr BY: Jr) sfiruct-ton S t ridopi" TO: The Honorable City Council zeso . uo . 9 g -1 So $ FROM: John E. Nowak, Assistant City Manager cuca_Ow"�, DATE: 24 August 1998 (Council meeting of 09 -02- 98) SUBJECT: Consider Agreement and Escrow Instructions Pertaining to Early Payment of Fees; and Consider Resolution No. 98- Adopting an Interpretation of the Intent of Certain Provisions of the Development Agreement; and Consider an Accord Agreement Related to the Moorpark Country Club Estates Project. Discussion: In 1996 the City Council entered into a Development Agreement with Bollinger Development Corporation for the development of 216 estate style homes and two public golf courses. Both a RPD and a CUP were approved for the project and a Vesting Tentative Tract Map was considered and conditionally approved by the City Council. No final map has yet been approved. A provision was also included in the Agreement that the developer would pay the City a total of $5 million over a fifteen -year period beginning in 2001 in conjunction with the development of the two golf courses. Bollinger Development has now signed an agreement with Toll Brothers, Inc. to serve as the developers of the residential units. To expedite the project, the developers have offered to pay the City of Moorpark the present net value of the $5 million owed over 15 years, or a total of $3 million, if the City Council makes findings that with payment of the $3 million those particular requirements in the Agreement are satisfied. They are also requesting clarification that the approved CUP and the RPD were tolled and the inauguration date of those entitlements begin with the effective date of the Agreement. The Agreement and Escrow Instructions presented for Council's consideration provides that the $3 million be invested in a treasury fund by the escrow company to earn maximum interest. If any legal challenge is brought against the actions the Council is requested to consider at this meeting, and it has not been resolved by December 15, the developer has the option of assisting the City with legal defense of the actions or withdrawing the funds and terminating the development project. The developer must make its decision no later than December 31, 1998. If no legal challenge is made or if it is favorably resolved, the 2 Q%* 0 Moorpark Country Club Estates Meeting of September 2, 1998 Page 02 e City begins earning the interest on the money in the Treasury Fund on January 1, 1998. If no litigation is taking place, the City would receive the $3 million with accrued interest when the early grading permit is filed or May 15, 1999, whichever comes first. As an added incentive to expedite the project, beginning April 1, 1999 the developer must guarantee that the City earns at least 6% interest on the funds in escrow. The developer may have the funds repaid from escrow only if no resolution is passed, the resolution is invalidated or final legal action has not occurred prior to December 15, 1998. If the developer decides to assist in defense of a legal challenge and the resolution is subsequently invalidated, the developer will receive the funds in the escrow account. The resolution presented for consideration indicates that the Council's intent at the time of approval of the Development Agreement and was for the use inauguration period for the Residential Planned Development Permit (RPD 94 -1) and for the Conditional Use Permit (CUP 94 -1) to begin when the Agreement became effective (when the developer has possession of the entire property covered by the Development Agreement) and run for three years from that date, not to exceed the term of Vesting Tentative Tract Map No. 4928 or any extension thereto. The effective date of the Agreement is currently scheduled to be no later than December 31, 1998. The resolution also stipulates that the golf course commencement date in the Agreement of May 1, 1998 is waived provided both golf courses would be operational no later than May 1, 2003. IT also makes clear that no provisions related to the early grading permit or erosion control are waived by this action. The Accord Agreement presented for Council's consideration would stipulate that with the payment of $3 million in a lump sum at this time, the requirement to pay $5 million over 15 years would be satisfied. The satisfaction statement would be signed when the City actually receives the money. The $3 million has already been deposited in an escrow holding account. Recommendation: (1) Approve the Agreement and Escrow Instructions related to the early payment of fees, subject to final language approval by the City Attorney and City Manager, and authorize the Mayor to execute said documents; and (2) Adopt Resolution No. 98- pertaining to an interpretation of the intent related to the Development Agreement with Bollinger Development Corporation; and b ` Moorpark Country Club Estates Meeting of September 2, 1998 Page 03 (3) Approve the Accord Agreement, subject to final language approval by the City Attorney and City Manager, pertaining to the early payment of certain golf course related fees. Attachments: Agreement and Escrow Instructions Resolution No. 98- Accord Agreement AU�-2r -y8 22:44 rrom: i -849 r 02 X00 -502 THIS AGREEMENT AND ESCROW INSTRUCTIONS ( "Agreement ") is made and entered into this day of , 1998, by and between BOLLINGER DEVELOPMENT. INCORPORATED, a California corporation ( "Developer "), TOLL BROS., INC., a Pennsylvania corporation ( "Buyer ") and the CITY OF MOORPARK, a municipal corporation organized and existing under the laws of the State of California ("City"). Developer, Buyer and the City may be referred to herein individually as a "Party" and collectively as the "Parties. " A. Developer is the owner of certain real property, and currently is in escrow to purchase certain other real property, both located in the City of Moorpark and collectively comprising Vesting Tentative Tract No. 4928 ( "Property"), as more specifically described in Exhibit "A" attached hereto. B. Developer and the City are parties to a certain Development Agreement dated April 18, 1996 ( "Development Agreement "), pertaining to the Property. C. The Development Agreement provides, hitgr alia, fur Devcloper to pay the City a sum of money in partial consideration for the benefits received by Developer under that Agreement. Rather than making a series of payments over time, Developer now has agreed to make a single payment to the City, pursuant to an Accord Agreement of even date herewith between Developer and the City. and a proposed Satisfaction, in the amount of Three Million and 00 /100 Dollars ($3,000,000.00) ( "Payment "), in accordance with the terms and conditions set forth below. D. The Satisfaction will be signed concurrently with the City's receipt of the Payment. E. Developer and Buyer are parties to a certain Agreement of Sale providing for sale of the Property by Developer to Buyer. That Agreement of Sale also provides, inter Alia, for Buyer to advance the funds constituting the Payment on behalf of Developer. For the purposes of this Agreement only, Buyer will act in the place of Developer to satisfy the particular provision of the Development Agreement which is the subject hereof. F. Developer contends that the Development Agreement requires clarification in certain respects, and the City has agreed to consider adoption of a resolution interpreting the intended tucauiug of ccrwin kruvisioiis of the Development Agm=ncnt ( "Resolution "). NOW, THEREFORE, in consideration for the mutual benefits and obligations described herein, the Parties agree as follows: LA 15596.vio rr do AUG 27 198 22:56 PAGE.02 AuG -27 -98 22:44 From: 7-849 ; 01 .00 -502 a. The Parties acknowledge that the Payment has been deposited, in the form of immediately available funds, with First American ThIc Cumpany ( "Escrow"), located at 2520 Financial Square, Oxnard, CA 93020 -1265 (Telephone 8051988- 8014). Immediately upon delivery of a fully executed original of this Agreement to Escrow, Escrow shall place the Payment in an escrow account. The contents of that escrow account shall be invested by Escrow solely in the 'Rank of America U.S. Treasury Fund. b. Following deposit with Escrow, the Payment may be withdrawn only in accordance with the provisions of this Agreement. In any instance in which Buyer is entitled to instruct Escrow to refund the Payment, such refund shall be delivered to Buyer and shall be payable solely to Buyer. C. The Payment shall be refunded to Buyer by Escrow, upon a unilateral instruction by Buyer, in the event of any of the following: (i) The City Council fails to adopt the Resolution, in the form attached hereto as Exhibit "B" or in any revised form approved by Buyer, at its regular meeting held on September 2, 1998, or thereafter fails to execute the Resolution and deliver it to Escrow no later than September 9, 1998; or (ii) The City Council, following approval of this Agreement, adopts and executes the Resolution in accordance with Paragraph 1.c(i) above, but (a) on or before December 18, 1998, the City delivers written notice to Escrow that (1) the City has been served with a legal, administrative or other action filed on or before December 15, 1998 challengingR such adoption and (2) as to whether it intends to defend against the action, and (b) if the City does not intend to defend against the action, then, on or before December 31, 1998, Buyer delivers written notice to Escrow that it does not intend to defend against the action. In the event that a legal, admiuistrdtivc ur other actiou by ahry person or entity challenging the adoption of the Resolution is filed and served on the City on or before December 15, 1998, then, within three (3) working days after service thereof, the City shill deliver a copy of the action and the related summons to Buyer, and, on or before December 18, 1998, the City shall deliver written notice of the action to Escrow (with copy to Buyer). The notice to Escrow shall state that the action was filed and served on or before December 15, 1998 and that the action challenges adoption of the Resolution that is on deposit with Escrow. The City shall not be required to defend against any such action, or to continue a defbnse once initiated. However, on or before December 18, 1998, the City shall deliver written notice to Buyer and Escrow as to whether it intends to defend against the action. If the City declines to defend against the action, or subsequently terminates such defense, Buyer may act on behalf of the City, at Buyer's expense. Buyer shall not be required to assume such defense, or to continue it once initiated. LA 15596 -v10 -2- Aw ay • AUG 27 '98 22:56 PAGE.03 AUG -27-98 22:44 From: T -849 F 04 Joo -502 Upon occurrence of either of the conditions described in this Subsection l.c, Buyer may, by December 31, 1998, unilaterally demand refund of the Payment by Escrow, and the City shall not gave Escrow any contrary instruction or take any other action to delay or prevent such refund. such demand by Buycr shall be in writing and shall be delivered concurrently to Escrow and the City. Once such demand has been delivered to Buyer, Buyer shall be dccmcd to have waived its right to assume the defense of any action challenging the Resolution d. Neither Buyer nor the City shall give any instructions to Escrow, and Escrow shall not accept any instructions from Buyer or the City, other than as set forth in this Agreement and any amendments hereto. Developer shall not give any instructions to Escrow, and Escrow shall not accept any instructions from Developer. FAMEMPT-97M. a a. Provided Buyer has not instructed Escrow previously to refund the Payment, in accordance with Section 1 above. the Payment shall be released to the City, without further instruction by the Parties, upon all of the following having occurred: (i) The City has deposited into escrow the approved and executed Resolution as required by Paragraph l.c(i) above; acceptable to Buyer; (ii) The City has deposited into escrow a grading permit for the Property (iii) December 31. 1998 has passed; (iv) Either no legal, administrative or other challenge to the Resolution has been filed and served by December 15, 1998, or, if any such challenge has been brought, a court of final jurisdiction has upheld the validity of the Resolution and that decision has become final. b. In any event, the condition set forth in Paragraph 2.a(ii) above shall be deemed waived as of May 15, 1999. 3. Status of Amt. During the entire course of any challenge to the validity of the Resolution, including a review up to a court of final jurisdiction, this Agreement shall remain in full force and effect. 4. Escrow_Int=y- . In the event that the Payment has not been refunded to Buyer by December 31, 1998, as provided in Subsection Lc above, then interest on the Payment thereafter shall accrue solely for the benefit of the City; provided that, from and after April 1, 1999, any such interest due the City shall be specifically at an annual rate of six percent (6 %a). However, in the event an action is brought challenging the validity of the Resolution and a court of final LA IB%.Yio -3- 01 ir- '77 + CC nn - cG AUG -27-98 22:45 From: ' -849 P G5 ob -5C2 jurisdiction invalidates the Resolution, and the Payment thereupon is refunded to Buyer, all interest on the Payment shall accrue solely for the benefit of Buyer. 5. interference with Escrow Funds. If any Party ( "Party in Violation ") delivers an instruction to Escrow or takes any other action which delays or interferes with transfer of the Payment to another Party ( "Injured Party") in accordance with the terms of this Agreement, the Party in Violation ihall pay interest on the Payment, for the benefit of the Injured Parry, at an annual rate of twelve percent (12%), which interest shall accrue on a daily basis from the date of such instruction until such time as the Payment has been properly transferred. 6. Notices. Any notice required or permitted to be given by the Parties to uuc another pursuant to this Agreement shall be in writing, and shall be delivered to each receiving Party at its customary place of business via certified first -class U.S. mail, by courier or by telephone facsimile. Notice shall be effective upon actual receipt, as shown by a mail or courier receipt or by a facsimile confirmatinn. •111 � : J ": 11 ' 1 : N ' 1 x.11, y,.�. �! , 1 � i 1 � 1 ' 1 1 a. This Agreemem represents the complete understanding between Lhe Parties, and supersedes all prior agreements, discussions and negotiations relating to the subject matter hereof. No amendment, modification or cancellation of this Agreement shall be valid unless in writing and executed by the Parties. b. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall not be affected thereby and shall remain in full force and effect, unless such invalidation renders any remaining provisions impossible or impractical to enforce. C. This Agreement shall bind, and inure to the benefit of, the respective Parties and their successors in interest, including their heirs, representatives, assigns, partners and investors, and all other persons and entities acquiring any rights or interests in the Property or any portion thereof, whether by operation of law or in any other manner whatsoever. d. This Agreement may be executed in counterparts, each of which when executed shall be deemed to be an original and which, when taken together, shall constitute one and the same document. • • l : u ' • - ".?:Me • LA 15596.vlo 4- AUG 27 198 22:57 V C1 PAGE. 05 AUG -27 -98 22,45 From: T -849 P H Job -502 a. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of California. b. In the event of any action or prcx reclu Uruuglat by either Party against the other to enforce the provisions of this Agreement, the prevailing Party shall be entitled to recover rcasonable costs and expenses, including reasonable attorneys' fees, incurred in connection therewith. The courts of the State of California shall have jurisdiction over any such action or Proceeding, and the proper venue shall be in the Superior Court of the County of Ventura. d. The Parties represent and warrant that the persons signing this Agreement on their behalves have full authority to bind the respective Parties, and that each and every term of this Agreement is fully enforceable in all respects at the time this Agreement is executed. It is understood by the Parties that the City, while acting in a good faith belief tliat dic Resolution is legally valid, does not warrant such legal validity. 9. F.xhihits. All exhibits referred to in, and attached to, this Agreement are incorporated herein by such references. IN WITNESS WHEREOF, the Parties have executed this Agreement, to be effective upon the date set forth in the first paragraph hereof. "DEVELOPER" "CITY" BOLLINGER DEVELOPMENT INCORPORATED, CITY OF MOORPA.RK, a municipal a California corporation corporation By: Paul Bollinger, President "BUYER" TOLL BROS., INC., a Pennsylvania corporation By: James W. Boyd, Vice President LA 15596.x10 -5- By: Patrick Hunter, Mayor ATTEST: Deborah Traffenstedt, City Clerk AUG 27 '98 22:57 PArF_RF; AUG -27-98 22:45 From: ' -849 P 07 Job -902 Moorpark Country Club Investors, a California limited partnership, hereby agrees this day of , 1998, to be bound by and perform under the terms and provisions of this Agreement as if it were a party hereto. MOORPARK COUNTRY CLUB INVESTORS By: Bollinger Development Incorporated, General Partner By: Paul A. Bollinger, President PLO) tel VIA Is WS Furst American Title Insurance Company, the "Escrow" named in the furcguiug Agreement and Escrow Instructions, hereby joins in such Agreement and Escrow Instructions to evidence its agreement to hold the "Payment" and otherwise to perform its obligations thereunder. By: Title: LA 155s6.vlo Date: • s y� AUG 27 '98 22:57 PAGE.07 AUG -27 -98 22:46 From: 1. ? -849 P 08 yob -502 EXHIBIT A LEGAL DESCRIPTION OF TIIE PROPERTY All that certain land situated in the State of California, County of Ventura, described as follows: Lots 21, 22, 25, 26, 29, the North one half of Lots 30 and 34 and that portion of the South one -half of Lot 33 and the North one -half of Lot 38 lying west of the so- called "walnut Canyon Road" of the Vallette Tract being a subdivision of Lot 2, in Block "L" of the Rancho Simi, as shown on a map recorded in the office of the County Recorder of raid Ventura County in Book 3, Page 41 of Maps. EXCEPTING THEREFROM fifty percent (50 %) of oil, gas, petroleum, and other hydrocarbon substances and minerals in, on and under Said property, but without any right to enter upon the surface or the subsurface above a depth of 500 feet in connection with exploration for or production of any of said substances, as reserved by Fred N. Joyner and wife, in Deed recorded November 15, 1960 in Book 1929, page 7 of Official Records. ALSO EXCEPTING THEREFROM that portion of said land described as Parcel 1 and 2 in the Deed from Jack C. Ecoff and others, to the County of Ventura by Deed recorded August 13, 1962 in Book 2190, page 416 of Official Records and by Deed recorded February 5, 1963 in Book 2270, page 318 of Official Records, described as Parcel -A and by Deed recorded January 6, 1964 in Book 2457, page 469 of Official Records, described as Parcel -A. ALSO EXCEPTING THEREFROM the remaining fifty percent (50%) of oil, gas, petroleum, and other hydrocarbon substances and minerals in, on and under said real property, but without any right to enter upon the surface or subsurface above a depth of 550 feet in connection with exploration for or production of any said substances as reserved by Moorpark Investment Company, a Limited Partnership in Deed recorded January S, 1913 in Book 4060, page 102 of Official Records. - 1_. :1.::::45015.15 19 NIP! AUG 27 '98 22:57 PAGE.08 AUG -27 -98 22:46 From: ? -849 P 09 Job -502 2. All that certain land situated in Lhe 5LaLe Uf CdliLUrilia, County of Ventura, described as follows: PARCEL 2: 14 5015. i S Lots 1 L11fough 27 Uf City of Moorpark, Coi State of California, Book 85, Pages 97 to Office of the County CouuLy. TrdL;L 3319 -1 ill Lhe lnty of Ventura, as per Map filed in 104 od Maps, in the Recorder of said EXCEPT an undivided one --half interest in and to all oil, gas, and hydrocarbon substances lying in, on or under said land; without, however, Lhe riy21L of entry on the surface or subsurface thereof to a depth of 500 feet, as reserved in deed recorded June 30, 1978, as Instrument No. 68026 of Official Records. Lots 3, 6 and 7 lying southeasterly of Grimes Canyon Road and all of Lots 10, 11, 13, 14, 15, 17 and 18 and the north half of Lots 19 and 23 all in the Vallette Tract; in the City of Moorpark, County of Ventura, State of California, ae per. Map recorded in Book 3, Page 41 of Maps, in the office of the County Recorder of said County, also known as Lots 1 through 27 of Tract 3319- 2 -3 -4. 20 AUG 27 '98 22:58 PAGE.09 AUG -27 -98 22:46 From: LAXIIM937.1 T -849 P IC roc -502 EXHIBIT B RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY of MOORrARX INTERPRETING THE INTENT OF AND CONDITIONALLY WAIVING A PROVISION OF THAT CERTAIN DEVELOPMENT AGREEMENT ENTERED INTO BY AND BETWEEN THE CITY OF MOORPARX AND BOLLINGER DEVELOPMENT INCORPORATED ON APRIL 1B, 1996 WHEREAS, on April. 18, 1996, the City of Moorpark and Bollinger Development Incorporated entered 3nLu a Development Agreement ( "the Development Agreement "); and WHEREAS, pursuant to Section 13 of the Development Agreement, Bollinger Development Incorporated has requested an interpretation of the intent of said AgrPPmant as the same pertains to the period for use inauguration of Residential Planned Development Permit ("RPD") No. 94 -1 and Conditional Use Permit ( "CUP ") No. 94 -1; and WHEREAS, pursuant to Section 20 of the Development Agreement, Bollinger Development Incorporated has requested a waiver relative to the Golf Course Commencement Date described in Section 4 of said Agreement. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: Section 1. In approving the Development Agreement, it was the intent of the City that the use inauguration period for RPD 94 -1 not commence until the effective date of maid Agreement and, ac provided in Section 7, subsection (i)(8), of the Development Agreement, the period for use inauguration of RPD 94 -1 is three (3) years from the date that the Development Agreement becomes effective; provided, however, the term of RPD 94 -1 shall not exceed the term of Vesting Tentative Tract Map No. 4928 and any extensions thereof. Ssctiut2. In approving the Development Agreement, it was the intent of the City that the use inauguration period for CUP 94 -1 not commence until the effective date of said Agreement and, as provided in Section 7, subsection (i) (9), of the Development Agreement, the period for use inauguration of CUP 94 -1 is three (3) years from t-hp date that the Development Agreement becomes effective; provided, however, the term of CUP 94 -1 shall not exceed the term of Vesting Tentative Tract Map No. 4928 and any extensions thereof. Section 3. The Golf Course Commencement Date of May 1, 1998, set torth in the first sentence or Section 4 of the Development Agreement, is hereby waived on condition that the Golf Course a y "° Joe AUG 27 '98 22:58 PAGE.10 AUG -27-98 22:46 From: T -849 P 11 Job -502 commencement L be a or uacterfthan May golf n terse permitted by CUP No. 94 -1 shat Section 4. The waiver set for in section 3 abovansh f the constitute a waive of, or in any manner apply to, Y requirewantr. contained in the aarly grading agreeement or the erosion control plan described in Section 7.(e) of the Development Agreement. PASSED, APPROVED AND ADOPTED ATTEST: this day of , 1998. Patri Hunter, Mayor Deborah S. Tra f enstedt , City Clerk wo108937.2 AI If; 77 1 AA ::�: SA pn= 1 1 ACCORD AGREEMENT BOLLINGER DEVELOPMENT INCORPORATED, a California corporation, ( "Developer ") and the CITY OF MOORPARK , a municipal corporation, ( "City ") in consideration of the mutual promises made herein, agree as follows: Description of Disputed Obligation 1. Pursuant to subsections 6.(a)(1), 6.(a)(2) and 6.(a)(3) of that certain Development Agreement dated April 18, 1996, by and between City and Developer ( "the Development Agreement ") , Developer is obligated to pay to City Five Million Dollars ($5,000,000) over • fifteen (15) year period. The parties acknowledge that there is • dispute between them with respect to when the payments are to commence. Accord 2. Developer hereby agrees to pay to City, and City hereby agrees to accept, in full and complete extinction of the obligation described in Paragraph 1 above, the sum of Three Million Dollars ($3,000,000) within the time period stated in Section 2 of that certain Agreement and Escrow Instructions of even date herewith by and between City, Developer and Toll Bros., Inc. The parties acknowledge that Developer's payment hereunder is different from that which Developer was originally obligated to render to City. After the stated performance has been rendered by Developer and accepted by City, all of the obligations of the parties described in Paragraph 1 above and all of the obligations of the parties described in subsections 6.(a)(4) and 6.(a)(5) of Development Agreement and in Exhibits "B and "C" and paragraphs 1, 2, 5 through 9, and 10 (2nd sentence only) of Exhibit "D" to the Development Agreement shall be deemed extinguished. Settlement as Consideration 3. The parties acknowledge and agree that the agreement set forth in Paragraph 2 above constitutes a settlement of the dispute described in Paragraph 1 above and that settlement of that dispute constitutes the consideration for this Accord Agreement. Executed on the day of California. 1998 at Moorpark, BOLLINGER DEVELOPMENT INCORPORATED By: LAX2:208937.1 Paul A. Bollinger President r CITY OF MOORPARK By: Patrick Hunter Mayor ATTEST: Deborah S. Traffenstedt, City Clerk SATISFACTION City hereby acknowledges receipt in full of the performance described in Paragraph 3 of the Accord Agreement set forth above, and accepts that performance in full satisfaction and extinction of the obligations described in Paragraphs 1 and 2 of the Accord Agreement set forth above. CITY OF MOORPARK By: Patrick Hunter Mayor ATTEST: Deborah S. Traffenstedt, City Clerk Page 2 of 2 t OL.AX2:208937.1