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HomeMy WebLinkAbout00224C - PALM DESERT SETTLEMENT MUTUAL RELEASE City of Palm Desert . Settlement & Mutual Release re Redevelopment Litigation AGREEMENT 224D #2755A 1-1942— �,,&§ (Closed Sess. Rept. ) RESCISSION, WAIVER, AND SETTLEMENT AG e -zf -S iu THIS RESCISSION, RELEASE, AND SETTLEMENT AGREEMENT ( "Agreement" ) is entered into as the "Effective Date" (as that term is hereinafter defined) by and among the CITY OF PALM SPRINGS ( "Palm Springs" ) , the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS ( "Palm Springs CRA" ) , the CITY OF PALM DESERT ( "Palm Desert") , and the PALM DESERT REDEVELOPMENT AGENCY ( "Palm Desert CRA" ) (collectively, the "Parties" ) . R E C I T A L S A. On or about October 26, 1989, the Parties entered into a Settlement Agreement and Mutual Release ( "1989 Agreement" ) pursuant to which the Parties settled certain claims, differences, and causes of actions as described therein. B. The 1989 Agreement effected a settlement of two legal actions between the Parties, entitled City of Palm Springs v. All Persons Interested etc et al. , Riverside County Superior Court, Case No. Indio 51124, and City of Palm Desert v. All Persons Interested etc. , et al. , Riverside County Superior Court, Case No. 56245 (collectively, the "Two Validation Actions" ) . The terms of the 1989 Agreement were also set forth in a Stipulation for Entry of Judgment in each case (the "Stipulations" ) and each was entered as a stipulated judgment on May 15, 1989 ( the "Stipulated Judgments" ) . C. The Parties have determined that it is in their mutual interest to rescind the 1989 Agreement and to waive enforcement of the Stipulated Judgments . D. The Parties acknowledge that redevelopment activity is a proper and beneficial endeavor and that it is in the best interest of all cities in the greater Coachella Valley to cooperate to allow each City to pursue redevelopment within its own territory. A G R E E M E N T In consideration of the mutual covenants and promises set forth herein, the Parties agree as follows : 1. Rescission of 1989 Agreement and Waiver of Enforcement of Stipulated Judgment. The 1989 Agreement, so far as the same is yet to be performed and so far as the same provides any restrictions or limits on current or future actions of the Parties and each of them, is hereby rescinded, terminated, nullified, and dissolved and is of no further force and effect . Each of the Parties hereby waives its right to enforce the Stipulated Judgments. The waiver 10/09/91 RESCISSION, WAIVER, AND SETTLEMENT AGREEMENT PALM SPRINGS - PALM DESERT stated in the previous sentence shall not be deemed to alter or waive the status of the Stipulated Judgments as final adjudications of the validity of the acts that were the subject of the Two Validation Actions . Any documents or actions taken by any or all of the Parties shall not be affected by this rescission and waiver but shall stand as they currently exist and none of the Parties shall take any action to reverse the operations of any of those documents or actions heretofore taken. None of the Parties shall be obligated to pay any amount to, or take any action in favor of, any other party as restitution for any action taken or expense or cost or damage incurred. 2. Waiver of Rights. Except for the obligations and rights conferred by this Agreement, the Parties hereby release and discharge each other (including their officers, directors, employees, agents, representatives, and successors) from and against any and all claims, demands, costs, contracts, liabilities, objections, actions, and causes of action of every nature, whether in law or in equity, known or unknown or suspected or unsuspected, incurred on or before the Effective Date of this Agreement by the Parties in connection with, or in any way related to the legal actions described in the 1989 Agreement, or the Stipulations, or Stipulated Judgments . The Parties also expressly waive and relinquish any and all rights which each of them may have under Section 1542 of the California Civil Code, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor . " 3. Representation. The Parties hereby declare and represent that they are executing this Agreement with full knowledge of its provisions and after having received legal advice as to their rights from their respective attorneys. 4. No Liability. The Parties acknowledge and agree that this Agreement is entered into on mutually agreeable terms to effect the rescission of the 1989 Agreement and a waiver of enforcement of the Stipulated Judgments. The provisions of this Agreement are not be construed as an admission of liability or responsibility on the part of any of the Parties. 5. Binding Effect. This Agreement is binding upon, and shall inure to the benefit of the successors and assigns of each of the Parties. -2- 10/09/91 RESCISSION, WAIVER, AND SETTLEMENT AGREEMENT PALM SPRINGS - PALM DESERT 6. Enforcement of Agreement. In the event any ligation is brought by any of the Parties to enforce any of the provisions of this Agreement, the prevailing party in any such litigation, in addition to any other relief to which it or they may be entitled, shall be entitled to reasonable attorney' s fees and costs, including such fees and costs incurred in discovery and on appeal . Any litigation between the Parties hereto arising out of or connected to this Agreement shall be brought in the appropriate branch of the Superior Court of the State of California in and for the County of Riverside. 7 . Costs. Each of the Parties shall bear its own costs and attorney ' s fees in the preparation, review, and approval of this Agreement. 8. Entire Agreement; Amendment. This Agreement is the entire agreement between the Parties concerning the subject matter hereof and supersedes all previous agreements between the Parties, whether oral or written, on the subject matter hereof. Any amendment or modification to this Agreement shall be in writing and signed by each of the Parties . 9. Counterparts. This Agreement may be executed in counterparts, and execution of such counterparts by each of the parties shall have the same force and effect as if all parties had executed the same original Agreement. 10. Effective Date. The Effective Date of this Agreement shall be the latest of the dates set next to the signatures below evidencing execution by the Parties . -3- 10/09/91 0 • RESCISSION, WAIVER, AND SETTLEMENT AGREEMENT PALM SPRINGS - PALM DESERT IN WITNESS WHEREOF, this Agreement has been executed by Palm Springs, Palm Springs Palm Desert, and Palm Desert CRA. CITY OF PALM SPRINGS Dated: 1991 By:im or ATTEST: i By: _11 __City Clerk COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS Dated: 1991 By:, Chairman / Attest: •� j _ Asgistant Secretary CITY OF PALM DESERT Dated: l/- /� , 1991 By: Mayor ATTEST: r r City Clerk / L' PALM DESERT REDEVELOPMENT AGENCY Dated: �/ ,/ 1991 By: Chairman ATTEST: %� Secretary/ YC_ 8/394/014084-0003/002 �—� / l�hl<i CITY"ZOUNCH, 10/09/91 ° City of Palm Desert Settlement & Mutual Release re Redev. Litig. AGREEMENT #224 a?>> SETTLEMENT AGREEMENT 11/21/89,(Closes sess._ reprt. ) AND MUTUAL RELEASE This SETTLEMENT AGREEMENT AND MUTUAL RELEASE is dated as of October 26 , 1989 , and is made by and among the CITY OF PALM SPRINGS ( "Palm Springs" ) , the PALM SPRINGS REDEVELOPMENT AGENCY , the CITY OF PALM DESERT ( "Palm Desert " ) and the PALM DESERT REDEVELOPMENT AGENCY (collectively the "Parties" ) . Recitals A . The Coachella Valley has experienced unprecedented growth during the last several years and such growth is expected to continue into the future . Palm Springs is the western-most urban area in the Coachella Valley. Thousands of tourists and second-home owners visit the Coachella Valley each year and utilize the transportation facilities provided by the Palm Springs Regional Airport and surrounding traffic circulation facilities . B. Anticipated future development in the Coachella Valley and, in particular, future resort and tourism-related development will create additional demands upon the Palm Springs Regional Airport and surrounding traffic circulation facilities . C . A substantial number of hotel rooms and housing units will be developed over the course of the next several years in newly created or expanded tax increment producing redevelopment Projects in the Coachella Valley. Palm Springs has projected stlrantagm. draft #3 1 1 - the additional demands which will be made upon the Palm Springs Regional Airport and has identified certain improvements which must be made to the Palm Springs Regional Airport and surrounding traffic circulation facilities . These improvements (hereinafter referred to as the "Airport /Circulation Improvements " ) are identified and their costs estimated in the Airport Master Plan , dated February 22 , 1988 , incorporated herein by reference and the Capital Needs Estimate , attached hereto and incorporated herein as Exhibit A . D . In the past , Palm Springs has received financial assistance for the Palm Springs Regional Airport from the federal government . In the event such financial assistance is not available or is insufficient to pay the cost of construction and installation of such improvements , Palm Springs will experience shortfalls in Funds which are necessary to improve and expand the Palm Springs Regional Airport . E . In the event that financial assistance from the federal government is unavailable or is insufficient to pay the cost of construction of such improvements , the cost should be apportioned on an equitable basis among the various public entities whose taxpayers and visitors will benefit from the improvements . F . Palm Desert and other centrally located urban areas within the Coachella Valley have experienced unprecedented growth in the development of hotels and housing . Many of the visitors to such hotels and owners of or visitors to such housing utilize the facilities of the Palm Springs Regional Airport and stimntagm. draft #3 2 • surrounding traffic circulation facilities . G. Ordinance No. 509 adopted by Palm Desert approved and adopted a Redevelopment Plan for the Palm Desert Redevelopment Project Area No . 2 ( the " Palm Desert Project " ) . The redevelopment of the Palm Desert Project pursuant to the Redevelopment Plan is expected to accelerate development within that Project Area and place further demands upon the Facilities provided by the Palm Springs Regional Airport and surrounding traffic circulation facilities . H . On August 14 , 1987 , Palm Springs filed an action entitled City of Palm Springs v . All Persons Interested in the Matter of the Redevelopment Plan for the Palm Desert Redevelopment Project Area No . 2 , et al , and identified as Riverside County Court Case No. Indio 51124. Palm Springs is the plaintiff and Palm Desert and the Palm Desert Redevelopment Agency are defendants in the foregoing action . 1 . Ordinance No . 1321 adopted by Palm Springs approved and adopted a Redevelopment Plan for the Palm Springs Redevelopment Project Area No. 9 (the "Palm Springs Project" ) . J . On February 9 , 1989 , Palm Desert filed an action entitled City of Palm Desert v. All Persons Interested in the Matter of the Redevelopment Plan for the Palm Springs Redevelopment Project Area No . 9 , et al . , and identified as Riverside County Superior Court Case No . Indio 56245 . Palm Desert is the plaintiff and Palm Springs and the Palm Springs Redevelopment Agency are defendants in the foregoing action . stimntagm. draft #3 3 (Case No . 51124 and Case No . 56245 are hereinafter collectively referred to as the "subject actions" . ) K . In order to provide for an equitable method of sharing the costs of the construction and installation of the Airport /Circulation Improvements , and in order to settle the disputes among the Parties and end the litigation in the subject actions and resolve , without litigation , all the allegations , contentions and possible causes of action between them without any concession by any party that the allegations and contentions of any other party are correct , the Parties desire to enter into this Agreement . Agreements NOW , THEREFORE , THE PARTIES AGREE AS FOLLOWS : Section 1 . Cooperative Presentation The Parties shall jointly prepare and disseminate a presentation regarding the necessity of a cooperative effort among the public entities in the Coachella Valley to share the cost of construction and installation of the Airport/Circulation Improvements . Section 2 . Airport/Capital Needs Cost Apportionment A . Palm Springs has prepared a twenty (20 ) year capital needs estimate (the "Twenty Year Needs" ) for implementation of the construction and installation of the Airport/Circulation Improvements (Exhibit A ) . stlmntagm. draft ##3 4 B . If three (3 ) public entities in the Coachella Valley, including Palm Springs and Palm Desert , agree that the proposed Airport/Circulation Improvements are of regional benefit , and further agree to share the costs of such improvements , Palm Desert shall also share the costs of such improvements as follows : ( I ) Palm Desert shall deposit annually in a separate Airport Improvements Mitigation Trust Fund the Hotel Mitigation Fee and the Housing Mitigation Fee , as defined below, until (a ) completion of all Airport/Circulation Improvements identified in Exhibit B , or (b) expiration of the Redevelopment Plan for the Palm Desert Project , whichever occurs first . (2 ) From time to time , Palm Springs may request Palm Desert to report on the amount of funds currently held in the Airport Improvements Mitigation Trust Fund and Palm Desert shall promptly respond to such request . (3 ) From time to time , Palm Springs shall prepare contracts to implement the construction and installation of all or a portion of the Airport/Circulation Improvements . (4 ) Not later than sixty ( 60 ) days prior to the execution of any contract for the design of Airport/Circulation Improvements , Palm Springs shall notify Palm Desert and the other participating public entities , in writing , of its intent to enter into such contract , describing the improvements to be designed , the total estimated cost of such construction and installation , the estimated sources of funding for the project , and the amount stlmntagm. draft #3 5 0 0 of each public entity' s apportioned share of such costs . Palm Desert ' s share shall not exceed the amount then held in the Airport Improvements Mitigation Trust Fund . Palm Springs may undertake Airport/circulation improvement contracts prior to Palm Desert having sufficient funds in its trust fund , provided Palm Desert is offered the opportunity to review said contracts for conformance to the master plan . In such case , Palm Desert will reimburse Palm Springs when funds are available in the trust fund. ( 5 ) Within thirty ( 30 ) days of receipt of written notice , that Palm Springs has entered into a construction contract , Palm Desert shall pay to Palm Springs its apportioned share in the amount identified in the notice , which funds shall be held in trust together with interest thereon by Palm Springs for the exclusive purpose of paying the costs of construction and installation of the identified Airport/Circulation Improvements . The parties recognize and agree that three ( 3 ) public entities have agreed to share the cost of Airport/Circulation Improvements as of the date of this Agreement : Palm Springs , Palm Desert and Indian Wells . C. The following terms are defined as follows : ( 1 ) "Coachella Valley" means all of the territory included within the territorial limits of the cities of Palm Springs , Cathedral City , Rancho Mirage , Palm Desert , Indian Wells , La Quinta , Indio, Coachella and Desert Hot Springs , and in the unincorporated portions of the County of Riverside, all as st 'lmntagm. draft #3 6 more particularly shown on Exhibit C , attached hereto and incorporated herein by reference . (2 ) "Hotel Mitigation Fee" means the $815 . 00 per unit multiplied by the number of new hotel units actually constructed in the Palm Desert Project after the date of this Agreement in hotel developments which have been assessed a real property tax and which provides tax increment to the project during the applicable year . (3 ) "Housing Mitigation Fee" means $220 . 00 per unit multiplied by the number of new housing units actually constructed in the Palm Desert Project after the date of this Agreement which have been assessed a real property tax and which provides tax increment to the project during the applicable year . Except , however , that no Housing Mitigation Fee will be applicable for units constructed for the purpose of providing housing to persons of low and moderate incomes . Section 3 . Limitation on Use of Tax Increment Revenues The Palm Desert Redevelopment Agency shall not spend tax increment revenues derived from the Palm Desert Project and the Palm Springs Redevelopment Agency shall not spend tax increment revenues from the Palm Springs Project for any of the following : A . Local streets , curbs , gutters , sidewalks or sewer , water or other utility lines which a private person or private entity developer of real property outside a redevelopment project area would be required to install and construct as a condition of development within the respective city; stlmntagm. draft #3 7 B . The acquisition or development of real property for the purpose of golf course facilities , tennis court facilities , swimming pool facilities or park open space or "green belt" facilities , where any of the foregoing are available to a member or members of the public on a basis which is different from other members of the public ; provided , however , that nothing shall preclude expenditure for such acquisition or development if the availability to members of the public for any of the foregoing is on the same or similar basis as the Palm Springs Municipal Golf Course is available to members of the public ; C . The payment to the respective city of any amounts in lieu of taxes pursuant to Section 33401 (a) of the Redevelopment Law; or D . To pay or reimburse any public body or private person or private entity for any development fees due and owing any public body by reason of any development by a private person or private entity within the respective Project Area . Section 4 . Court Approval Immediately upon execution of this Agreement , the Parties shall jointly request entry of a stipulated judgment in each of the subject actions , 1n substantially the forms set forth 1n Exhibits D and E , attached hereto and incorporated herein by reference. Section 5 . The undersigned hereby declare and represent that they are executing this Agreement in full settlement and release with full knowledge of its provisions and after having stlmntagm. draft ##3 8 received legal advice as to their rights from their respective attorneys . Section 6 . Except for the agreements set forth above, the Parties do hereby mutually release and discharge each other ( including their officers , directors , servants , employees , agents , representatives , descendants , heirs , executors , administrators , successors and assigns ) of and from any and all claims , causes of action , or demands of whatever nature , anticipated or unanticipated , known of unknown , incurred on or before the date of execution of this Agreement by the Parties hereto , in connection with , or in any way related to the Palm Desert Project , the Palm Springs Project or the subject actions , including but not limited to , all claims , causes of action or demands which are contained in , or may arise out of or be in any way connected with the subject actions . Section 7 . This Agreement constitutes an explicit waiver of each and all of the provisions of California Civic Code Section 1542 , which reads as follows : "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release , which if known by him must have materially affected his settlement with the debtor . " Section 8 . This Agreement is made in compromise of doubtful and disputed claims between the Parties and the provisions of stlmntagm. draft #3 9 i i this Agreement are not to be construed as an admission of liability or responsibility on the part of any party. Section 9 . This Agreement is binding upon and shall inure to the benefit of the heirs , executors , administrators , successors and assigns of the respective Parties hereto. Section 10 . There are no agreements or understandings between the parties except those expressly set forth herein . IN WITNESS WHEREOF , the parties have caused this Agreement to be executed as of the date hereof. CITE PALM SPRINGS t /1 B y=✓ ��/ ATTEST: MAYOR -CITY CLERK PALM SPRINGS REDEVELOPMENT AGENCY By Chairman CITY OF PALM DESERT By ITT. �flayor CITY CL(RK PALM DESERT REDEVELOPMENT AGENCY /') Cl`airman st l mntagm. draft ¢#3 10 ("'1/ EXHIBIT A PALM SPRINGS REGIONAL AIRPORT 20 YEAR CAPITAL NEEDS August 3, 1989 Entitlement Proiect Proiect Cost Grants City Share Unfunded A/C Ramp Reconstruction $2, 000, 000 $1,800,000 s1501000 $50,000 Terminal Expansion $15, 000, 000 so $250, 000 $14,750, 000 Parallel Runway $3, 325, 000 $O 560-2 , 500 $2,722,500 A/C Ramp New Construction 02, 535, 750 02, 102, 914 s357, 836 075,000 Farrell Off-sites $200, 000 $0 $200, 000 00 Security System $300, 000 $270, 000 $30, 000 s0 Ramon Access $350, 000 $315 , 000 $35 , 000 $0 Runway Drainage/Elec. $1, 950, 000. $40,000 $195, 000 s1,715,000 Eastside Access $170, 000 $153, 000 $17, 000 $0 [Runway Stopway $2, 100, 000 $0 $210, 000 $1,890, 000 Eastside Taxiway $1 , 600,000 s358, 000 $160, 000 $1, 082, 000 Security Fence $300, 000 $270, 000 $30, 000 s0 Rehab. Runway $2, 350, 000 s0 $235, 000 $2, 115,000 ,and Acquisition $6, 000, 000 $0 so $6,000, 000 list. Projects 04,310,000 $1,525 ,500 s2, 114, 500 $670, 000 �ub Totals s42,490,750 $6,834, 414 $4,586. 336 $31,069,500 lus Off-site Access to Midvalley Parkway • s5, 000, 000 s0 so s5,000,000 ab Totals $47,490, 750 $6,834, 414 $4,586. 836 $36, 069, 500 iss :apacity Enhancement Grant (s9,000, 000) Pota1 20 Year Unfunded $27,069, 500