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HomeMy WebLinkAbout00271C - DESERT HOSPITAL CORP MEDICAL CENTER Desert Hospital Corp. First Amend - Exclusive Agr to Negotiate AGREEMENT #271 FIRST AMENDMENT TO R843, 1-8-92 EXCLUSIVE AGREEMENT TO NEGOTIATE This First Amendment to Exclusive Agreement to Negotiate "Amendment" is made this day of 199112, by and between the REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS ( "Agency" ) , and DESERT HOSPITAL CORPORATION ( "Developer" ) . R E C I T A L S The parties have entered into this Amendment on the basis of the following facts, understandings, and intentions . A. The Agency and Developer entered into an "EXCLUSIVE AGREEMENT TO NEGOTIATE" , dated July 3, 1991, whereby the parties had agreed to enter into negotiations to enter into a Disposition and Development Agreement ( "DDA" ) regarding certain property located on Paseo E1 Mirador in the City of Palm Springs. This property is more specifically identified in the Exclusive Agreement to Negotiate as the "Acquisition Parcel. " S. The parties have initiated negotiations to enter into the DDA, and partially performed under the EXCLUSIVE AGREEMENT TO NEGOTIATE. C. The time limitations for negotiation of a DDA set forth in the original Exclusive Agreement to Negotiate have passed, but the parties remain interested in reaching an agreement with respect to implementation of the "project" as First Amendment to Exclusive Agreement to Negotiate Page 2 defined in the Exclusive Agreement to Negotiate, and with respect to entering into a DDA for the Acquisition Parcel. D. The Agency and Developer desire, for the period set forth herein, to continue to negotiate diligently in good faith to prepare an agreement whereby the Agency can assist the Developer in carrying out the project, including acquisition of the Acquisition Parcel. NOW, THEREFORE, and in consideration of the mutual covenants hereinafter contained and contained in the Exclusive Agreement to Negotiate, it is mutually agreed upon by the parties as follows : Section 1 . Section 2 of the Exclusive Agreement to Negotiate, entitled "Period of Negotiations" , is hereby amended to read as follows : The period of negotiation shall be ninety ( 90) days from the date this Amendment is signed by the Agency, and this Amendment and the underlying Exclusive Agreement to Negotiate shall terminate after the expiration of such period unless extended as follows: A. For thirty ( 30 ) days if the DDA has been prepared by the Agency and executed by the Developer , and has been submitted to the First Amendment to Exclusive Agreement to Negotiate Page 3 Agency but has not yet been approved by the Agency Board; or B. For fifteen (15) days if the major business terms have been agreed to and the executive director determines in his sole discretion that further negotiations are likely to result in a written agreement; or C. By mutual agreement of the parties . The Developer understands and acknowledges that if negotiations culminate in a DDA, such DDA shall be effective only after and if the DDA has been considered and approved by the Agency Board after public hearing thereon is required by law. Section 2 . The remainder of the Exclusive Agreement to Negotiate shall remain in full force and effect . First Amendment to Exclusive Agreement to Negotiate Page 4 IN WITNESS WHEREOF, the parties have executed this Amendment as of the first day above written. AGENCY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS By 0om"`'z ff'= Sonny Bono Chairperson ATTEST: �f r BY AgencyA Secretary APPROVED AS TO FORM: RUTAN & TUCKER B`y--- ? �vied .i 7✓v David 47.._`JAleshire DEVELOPER DESERT HOSPITAL CORPORATION By ( V Pe er D. B r mann Chief Fin nc ' al Officer APPROV�E/�D A TO FORM C rE M AELL A ELHAN GENERAL COUNSEL 8/159/014084-0039/013 Desert Hospital Corp - PA6 Exclusive Agr to Negotiate Comp Rehab Ctr Medical Facil AGREEMENT #271 EXCLUSIVE AGREEMENT TO NEGOTIA` R793, 7-3-91 THIS EXCLUSIVE AGREEMENT TO NEGOTIATE ( "AGREEMENT" ) , is made this day of ^ r 19 ',✓, byand between the REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS ( "AGENCY" ) , and DESERT HOSPITAL CORPORATION ( "DEVELOPFR" ) . R E C I T A L S The parties entered into this Agreement on the basis of the following facts , understandings, and intentions : A. The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under the Community Redevelopment Law of the State of California (Health and Safety Code Sections 33000, et sea. ) . B. The Agency desires to effectuate the Redevelopment Plan for the North Palm Canyon Redevelopment Project Area by providing for the development of blighted and underutilized properties, including parcels which cannot be assembled for development by the private sector acting alone . C. The Developer wishes to develop a Comprehensive Rehabilitation Center Medical facility ( "Project" ) on a site 4/19/91 -1- EXCLUSIVE _AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL which is partially within the North Palm Canyon Redevelopment Project area ( "Redevelopment Project Area" ) . That portion of the Project which falls within the Redevelopment Project Area consists of 23, 200 gross square feet, is located on the North side of Paseo E1 Kirador , approximately 1 1/2 lots West of Avenida Palos Verdes in the City of Palm Springs ( the "Acquisition Site" ) . The Acquisition Site is more specifically described in Exhibit "A" hereto which is incorporated herein by this reference. Developer has attempted to purchase the Acquisition Site through private negotiation efforts, but to date these efforts have been unsuccessful . D. The Agency and the Developer desire, for the period set forth herein, to negotiate diligently and in good faith to prepare an agreement whereby the Agency can assist the Developer in carrying out the project, including the acquisition of the Acquisition Site. NOW, THEREFORE, and in consideration of the mutual covenants hereinafter contained, it is mutually agreed upon by the parties as follows : u 4/19/91 -2- EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL SECTION 1. NATURE OF NEGOTIATIONS. A. Good Faith. The Agency and the Developer agree that for the period set forth in Section 2 herein they will negotiate diligently and in good faith to prepare and enter into an agreement ( the "DDA" ) consistent with the provisions of this section for the acquisition and development of the Acquisition Site. The development will be subject to all rules, regulations, standards, and criteria set forth in the North Palm Canyon Redevelopment Plan ( "Redevelopment Plan" ) , the City ' s General Plan, applicable specific plans and zoning regulations, and with this Agreement . The DDA shall include the standard terms and conditions included in other DDA' s the Agency has entered into. B. Project Site. The Project shall consist of a Rehabilitation Center facility of approximately 72, 000 sq. ft . , to serve the community' s medical needs for rehabilitation. It shall be located adjacent to the existing Desert Hospital Facility as an integrated part of the overall Desert Hospital Campus, and specifically located along Paseo E1 Mirador . The proposed facility, and the component Acquisition Parcel are depicted in the "Site Map" attached hereto as Exhibit "B" and incorporated herein by reference . 4/19/91 -3- EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL C. Purchase Price. The DDA shall provide that the purchase price shall be established through appraisal, except to the extent such amount is modified through any condemnation proceedings which may be required. In the event of such proceedings, the purchase price shall be the amount of just compensation fixed by the court , in addition to any other award to the condemnee of damages, fees, costs, or other expenses. The parties shall mutually select an appraiser whom the Agency deems qualified to testify in the event of litigation. The Developer may terminate the DDA if the appraised fair market value is unsatisfactory to the Developer . If the Developer does not terminate, then the Agency shall attempt to acquire the Site voluntarily based upon the appraised value . The purchase price shall be the appraised value if the Agency is successful in a negotiated acquisition of the Site, or the total amount of the award to the condemnee established through condemnation, if condemnation proceedings are initiated. D. Condemnation. If the Site cannot be acquired voluntarily, the Agency shall hold a public hearing to determine if it will initiate condemnation. The Agency shall have no obligation to proceed with condemnation nor liability to the Developer therefor . Such decision shall be in the 4/19/91 -4- CC_ �? - EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL sole discretion of the Agency. If condemnation is initiated, at the request of the Developer the Agency shall seek an order of immediate possession. E. Developer Costs. The Developer shall be liable for all of the Agency ' s expenses in providing assistance, including acquisition expenses, relocation costs, appraisal fees, title costs, escrow fees, legal fees, noticing charges and similar costs and expenses . This transaction is being undertaken by the Agency on the basis that the Agency shall have no actual or out-of-pocket expenses . In the event the Agency' s expenses exceed the deposits provided below, the Developer shall pay any additional expense due within ten (10) days following the Agency ' s written demand therefor . F. Deposits. The Developer shall make the following minimum deposits with the Agency: 1. $ 5, 000 prior to the execution of the Agreement to Negotiate. 2. $10,000 when negotiations begin on the DDA, as Good Faith Deposit . 4/19/91 -5- EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL 3 . $10 ,000 upon the Agency' s approval of the DDA for precondemnation activities includ- ing appraisal fees, title costs, environmental review, and legal expenses , less fees already advanced by Developer for such fees and expenses . 4. Appraised value of the Site upon written demand of the Agency at any time after offer letters for negotiated acquisition are dispatched. 5 . $50 , 000 after any Agency hearing on whether to initiate condemnation, for condemnation expenses . 6 . Other amounts determined by the Agency to be required to effectuate the purposes of this Agreement, no later than 10 days following Agency ' s notice to Developer of same. 4/19/91 -6- " f-C > ' EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL The foregoing amounts will be refined through negotiations to cover all of Agency ' s costs . Such costs shall encompass all of the Agency ' s out-of-pocket expenses, and shall include, but not be limited to, appraisal costs and fees, costs for investigating title and securing title insurance, including all endorsements deemed necessary by the Agency, administrative and legal costs incident to negotiation and preparation of the DDA, consultant and administrative costs incident to all environmental review, analysis, and documentation pursuant to the California Environmental Quality Act ( "CEQA" ) , costs incident to the Agency' s negotiations for voluntary acquisition of the Acquisition Site, legal, administrative, or otherwise, and all legal fees and costs incident to any condemnation or any other litigation arising from any Agency action taken in connection with the attempted acquisition of the Acquisition Site (collectively "costs" ) . All deposits shall be maintained by the Agency in an interest-bearing account and not commingled with other funds of the Agency. All interest on such account shall accrue to the Developer . All unexpended funds not necessary to pay the Agency' s expenses hereunder shall be returned to the Developer upon termination. 4/19/91 -7- EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL The Agency may deduct from such deposits all :mounts necessary to pay its costs hereunder . The Agency shall keep accurate records of all such costs and forward them to Developer at least three business days prior to making any deduction from the deposits . Any objections Developer has to the documented costs must be communicated to Agency within three days of Agency' s transmittal of same, or shall be deemed waived by Developer . The parties agree that they will negotiate in good faith regarding any reasonable objection timely made by Developer as to whether costs deducted were actually incurred, or whether deducted costs are reasonable . G. Exclusivity. The parties agree for the period set forth in Section 2 that they will negotiate with each other exclusively for the development of the Acquisition Site. SECTION 2. PERIOD OF NEGOTIATIONS. The period of negotiation shall be ninety (90 ) days from the date this Agreement is signed by the Agency, and this Agreement shall terminate after the expiration of such period unless extended as follows : 01 4/19/91 -8- i • EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL A. For thirty ( 30 ) days if a DDA has been prepared by the Agency and executed b_v the Developer, and has been submitted to the Agency but has not yet been approved by the Agencv Board; or B. For fifteen ( 15 ) days if the major business terms have been agreed to and the Executive Director determines in his sole discretion that further negotiations are likely to result in a written agreement; or C. By mutual agreement of the parties . The Developer understands and acknowledges that if negotiations culminate in a DDA, such DDA shall be effective only after and if the DDA has been considered and approved by the Agency Board after public hearing thereon as required by law. SECTION 3. DEVELOPER'S RESPONSIBILITIES. During the period of negotiation, the Developer will prepare such studies, reports, and analyses as shall be necessary to permit the Developer to determine the feasibility of the Project . During the period of negotiation 4/19/91 -9- EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL and as requested by the Agency, the Developer shall submit to the Agency the following : A. Full disclosure of the Developer ' s principals, partners, joint venturers, negotiators, consultants, professional employees , or other associates of the Developer who are participants or principals of the Project, and all other relevant information concerning the above. B. Statement of financial condition in sufficient detail to demonstrate the Developer ' s financial capabilities, those of its principals, partners, joint venturers, and those of its prospective dealers to satisfy the commitments necessitated by the Project . To the extent the Developer wants such financial statements to remain confidential, they shall be supplied to the Agency only if the confidentiality of the statements can be maintained. C. All information necessary for the design of the Project to meet the Developer ' s reasonable requirements . In addition, the Developer shall take all actions necessary to obtain construction and permanent financing . 4/19/91 -10- EXCLUSIVE AGREEMENT TO NEGOTIATE C WITH DESERT HOSPITAL The Developer shall negotiate exclusively with the Agency ' s negotiating team and with no other persons unless expressly authorized to do so by the Agency' s negotiating team. During the period of negotiations, no statements regarding the subject matter of this Agreement will be made by the Developer to the media without the approval of the Agency ' s negotiating team. No prepared statements regarding the subject matter of this Agreement shall be released to the media without the mutual consent of the respective negotiating teams . SECTION 4. AGENCY' S RESPONSIBILITIES. A. The Agency shall cooperate fully in providing the Developer with appropriate information and assistance upon request. B. If agreement is reached on the business terms for inclusion in the DDA, the Agency shall prepare such agreement for consideration by the Developer . C. The Agency will conduct any and all environmental reviews of the Project as required by the California Environmental Quality Act . In the event the Agency 4/19/91 -11- EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL determines that preparation of an Environmental Impact Report ( "EIR" ) is required, Agency may require, and Developer shall provide, an increase in the amount of the deposit provided in Section 1(F) ( 3 ) above, such amount not to exceed the actual costs of the preparation and processing of the EIR. In the event of any challenge, judicial or otherwise, to the determination that the Agency makes pursuant to CEQA, Developer agrees to hold the Agency harmless from any liability resulting therefrom, including but not limited to any damages resulting to Developer from delays incident to litigation or any adverse ruling. Developer further agrees to indemnify Agency fully for any award of damages, fees, costs, or other expenses which may be awarded to any party as a result of any liability assigned to the Agency as a result of any such environmental challenge. Developer further agrees to reimburse Agency for any and all costs incurred by Agency, including administrative costs, legal and expert fees, and all other costs, in defending the Agency ' s environmental determination against any such attack . Such reimbursement shall first be made by way of offset to any deposit Developer makes pursuant to Section 1.F of this Agreement. Any costs in excess of deposit amounts shall be paid by Developer within ten ( 10) days following Agency ' s demand therefor . 4/19/91 -12- EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL E. The Agency will undertake any actions necessary for acquisition, including retention of an appraiser, investigation of title and, if approved by the Agency ' s Board, initiation of condemnation through its attorneys . SECTION 5. GOOD FAITH DEPOSIT. Concurrently with the execution of this Agreement, the Developer shall submit to the Agency and periodically supplement a good faith deposit in the amount specified in Section l(F) ( 2) above, in the form of a cash deposit , cashiers ' check, irrevocable letter of credit, or other form of security acceptable to the Agency, to insure that the Developer will proceed diligently and in good faith to negotiate and perform all of the Developer ' s obligations under this Agreement . If the deposit is in cash or a certified cashiers ' check, it shall be deposited in an interest-bearing account in a bank or trust company selected by the Agency. Interest, if any, shall be added to the deposit and held as additional security for the Developer ' s obligations hereunder . Upon termination of this Agreement the balance shall be returned to the Developer provided that the Developer has negotiated diligently and in good faith and carried out its obligations hereunder . If the Developer has 4/19/91 -13- EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL failed to do so, in as much as the actual damages which would result from a breach by the Developer of its obligations under this Agreement are uncertain and would be impractical or extremely difficult to determine, the Agency shall be entitled to retain the entire amount of said deposit, as liquidated and agreed damages . SECTION 5. MISCELLANEOUS. A. No Commissions. The Agency shall not be liable for any real estate commission or any brokers ' fees which may arise herefrom. The Agency represents that it has engaged no broker, agent, or finder in connection with this transaction, and the Developer agrees to hold the Agency harmless from any claim by any broker , agent, or finder retained by the Developer . B. Ownership of Documents. If the negotiations contemplated by this Agreement do not result in the execution of an agreement, the Developer shall transfer to the Agency copies of any reports, studies, analysis, site plan layouts, development cost estimates, engineering studies, memorandums, or similar documents regarding the proposed development and prepared during the period of negotiations, which have been 4/19/91 -14- TS /, � ti -- -/ EXCLUSIVE AGREM--ENT TO NEGOTIATE WITH DESERT HOSPITAL prepared by or in conjunction with Agency, or have been paid for by Agency. Such transfer shall be made without any representation or warranty by the Developer as to the accuracy or sufficiency of the contents of such documents and shall be made subject to the rights of the preparers of such documents including, without limitation, the copyright ( if any) associated with such documents . C. Purpose of Contract. It is expressly understood and agreed by the parties hereto that this is an Agreement regarding the Agency ' s assistance in investigating the possibility of acquisition of the Acquisition Site and development of same consistent with the objectives of the North Palm Canyon Redevelopment Plan. In entering into this Agreement, the parties intend to form and are forming a binding contract with respect to the deposits listed in Section 1(F) above, and reimbursement for all costs to the Agency of any action it takes in the investigation of the acquisition and development of the Acquisition Site as a part of the Project, negotiation of the DDA, and all other Agency actions described herein. It is agreed and understood that this Agreement does not convey any interest in the Acquisition Site whatsoever . It is further agreed and understood that this Agreement obligates the Agency only to 4/19/91 -15- EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL enter into negotiations, considering such matters as the DDA, financing, schedules, developer improvements , and Project design. This Agreement does not imply any obligation on the part of the Agency to enter into any agreement that may result from negotiations contemplated herein. It is further understood that the elements of Project specified herein are conceptual at this point and will be refined through further planning, design, and cost estimating. In the event that no DDA agreement can be reached, Developer shall notify Agency in writing. Upon receipt of such written notice, Agency shall cease any and all further activity in connection with this Agreement, and will exercise its best efforts to incur no further costs on the matter . Developer ' s obligations regarding costs shall continue in full force and effect for all costs the Agency occurs as a result of actions taken before its receipt of written notice that no DDA agreement can be reached, including but not limited to any costs, attorney ' s fees, or any award or other obligation charged against the Agency in any condemnation action which may follow, or other costs incurred as a consequence of actions taken prior to the Agency ' s receipt of Developer ' s notice. D. Amendment. This Agreement may only be amended by a document in writing signed by the parties hereto. 4/19/91 -16- L __ EXCLUSIVE AGREEMENT TO NEGOTIATE WITH DESERT HOSPITAL, IN WITNESS WHEREOF, the parties have executed this Agreement as of the day first above written. "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS Cal Dated: �,./]��K.� j �� �� By: .-",. ,1/ Chairperson ATTEST: By Agency Secretary APPROVED AS TO FORM: RUTAN & TUCKER By: Davi Aleshire Agency Counsel "DEVELOPER" DESER HOSPITAL Dated: ` � �. �� ��JG��O'� By; N me :� Title: BY RES. Nd:::D, 4/19/91 -17- i /-,.2 " EXHIBIT "A" LEGAL DESCRIPTION Assessor's Parcel # 507-063-012 Lots 25 and 26 and the west half of Lot 24 of John Mel Tract, as shown by map on file in Book 13, Page 18 of Maps, Records of Riverside County, California. Assessor's Parcel # 507-063-008 Lot 27 of John Mel Tract, as shown by map on file in Book 13, Page 18 of Maps, Records of Riverside County. J J- MEL A LEGEND OA PERMANENT PLANTING AREAS © REMAIN THROUGHOUT ALL PHASES INTER M O NG AREAS REVISED DURINIG CONSTRUCTION PHASES t G A PASEO EL MPAppR A O vO ` 1 MOB -•1 �.. ,I,F J'N �1� ENTRAN I a IIUx LINO UMIT ��T�7�77�}q��]/ � tcxlsnxol �a��p'WI S ' — •% IE.oaaY �JL ` � `I iIT _ - xuRalxo uxM Sl NUx91N0 • �I r \ _ UNIT i � "Y.�• V ``•V \� PAPFIMD LOi 1]] f _ TOWER Y Al— O PPOPFATY A - LME TALI✓EVAH DRIVE O 215 fi0 IDO LI�_JD DESERT HOSPITAL MASTER SITE PLAN x=x•=. wk PHASE3LL6Tryx;lpl DATE:�uxE so.l.n• ��'�.•'� 150 NOgLH INUTAN NIAVENUE So V2/ �� (rl� LANDSCAPE PLAN S�Ply PALM SPHWGS.CALIEDRA TT /a