Resolution 1990-60
..
.
.
RESOLUTION NO. 90 - 60
RESOLUTION APPROVING COOPERATION AGREEMENT
COUNTRY ESTATES - PHASE I ASSESSMENT DISTRICT
The City Council of the City of Gilroy resolves:
As a part of the proceedings for improvements in Country
Estates - Phase I Assessment District, this Council approves that
certain Cooperation Agreement among the City of Gilroy, Country
Estates Venture and Commercial Center Bank dated August 20, 1990
1990, and attached to this resolution.
The Mayor is authorized to sign the agreement and the City
Clerk is authorized to attest its execution.
*
*
*
I hereby certify that the foregoing resolution was duly and
regularly adopted and passed by the City Council of the City of
Gilroy, california, at a regular meeting thereof held on the 20th
day of August, 1990, by'the following vote of the members thereof:
AYES, and in favor, thereof, Councilmembers: GAGE, HALE, KLOECKER,
MUSSALLEM, NELSON, VALDEZ and HUGHAN.
NOES, Councilmembers: None
ABSENT, Councilmembers: None
.
.
COOPERATION AGREEMENT
COUNTRY CLUB ESTATES - PHASE I ASSESSMENT DISTRICT
Recitals
A. The parties to this agreement are the CITY OF GILROY,
a municipal corporation of the State of California (hereafter
referred to as lithe City"), COUNTRY ESTATES VENTURE, a California
general partnership, (hereafter referred to as lithe Developer"),
and COMMERCIAL CENTER BANK, a California banking corporation
(hereafter referred to as lithe Bank").
B. The effective date of this Agreement shall be the
date of adoption of a resolution approving this Agreement by the
City Council of the City of Gilroy.
C. The City has initiated special assessment proceedings
pursuant to the Municipal Improvement Act of 1913 (hereafter
referred to as lithe 1913 Act") for the purpose, among others, of
financing the acquisition of certain public improvements being
installed by the Developer with construction funding provided by
the Bank. The assessment proceedings are known as Country
Estates - Phase I Assessment District. It is the intention of the
city to accomplish acquisition of the subject public improvements
through issuance and sale of improvement bonds of the City pursuant
to the Improvement Bond Act of 1915 (hereafter referred to as lithe
1915 Act").
D. In consideration of the mutual commitments and
obligations stated, and upon the conditions set forth, the parties
hereto agree as follows:
.
.
Aqreement
1. The foregoing recitals are true and correct, and the
parties expressly so acknowledge.
2. The Developer shall provide its own construction
contracting and contract administration to install the public
improvements which are the subject of the 1913 Act proceedings,
which improvements are described in Exhibit A, attached hereto and
by reference incorporated herein. The parties expressly
acknowledge that the subject assessment proceedings may, in the
sole discretion of the City, be defined to include property of
parties other than the Developer and improvements which are in
addition to those described in Exhibit A. The subject matter of
this agreement, however, shall remain the acquisition of only those
public improvements described in Exhibit A.
3. In providing for the construction of said pub~ic
improvements, the Developer shall be obligated to meet all
requirements customarily imposed upon subdividers or developers by
the city in such circumstances.
4. Upon completion of the subject public improvements,
as evidenced by a recorded Notice of Completion and subject to the
unqualified determination of the Director of Public Works of the
City that the subject public improvements have been completed in a
satisfactory manner, the City shall pursue with due diligence a
resolution determining that the public improvements are ready for-
acceptance, but shall not formally accept the public improvements
2
.
.
until the 1915 Act bond proceeds are available to the city to
accomplish acquisition as contemplated by this Agreement.
5. Developer expressly acknowledges that the acquisition
price to be paid by the city to acquire the completed public
improvements shall be the lesser of (1) the actual cost to the
Developer in constructing the subject public improvements or (2)
such portion of the actual cost as is deemed reasonable by the
city. Actual cost shall be determined on the basis of paid
invoices, canceled checks and the like to be furnished to MH
Engineering Co., retained by the City as the Engineer of Work in
the subject assessment proceedings, it being understood that the
Engineer's Report to be filed in the subject 1913 Act proceedings
will be based upon such actual cost analysis.
6. The City agrees to proceed with all due diligence in
conducting and completing the 1913 Act proceedings leading to
issuance and sale of 1915 Act bonds to accomplish acquisition of
the subject public improvements upon completion of the Exhibit A
improvements and upon award of contract by the City to construct
the related 3.0 million gallon storage tank; it being expressly
understood that "completion" of the Exhibit A improvements shall be
determined by the City's Director of Public Works in his sole
discretion.
7. The City agrees to use its best efforts to accomplish
a sale of the proposed 1915 Act bonds, provided that the City shall
be entitled to receive from the Developer such appraisal reports,
Developer financial information, and related information as the
City deems material in determining feasibility of the proposed 1915
3
.
.
Act bond issue, in preparing an appropriate disclosure document to
accompany distribution and sale of the proposed 1915 Act bonds and
in establishing appropriate terms and conditions of its proposed
purchase of the subject 1915 Act bond issue.
8. The Bank and the Developer shall make arrangements
between them for construction financing of the subject public
improvements in accordance with such terms and conditions as may be
acceptable to each of them; provided that the Developer hereby
assigns to the Bank all entitlement to receive that portion of the
proposed 1915 Act bond sale proceeds which would otherwise be
payable to the Developer as the acquisition price for the subject
public improvements. The Bank hereby expressly acknowledges that
the City offers no assurance that the amount of any net bond sale
proceeds which will be available from the proposed 1915 Act bond
issue, if any, will be sufficient to pay in full the loan
obligations to the Bank.
9. As a condition precedent to delivery of the proposed
1915 Act bonds to the purchaser, the City shall receive from a
title company acceptable to the City a standard CLTA policy of
title insurance respecting the property of the Developer which will
be subject to assessment lien in the subject special assessment
proceedings, and establishing that the subject property is free and
clear of any form of mechanics' lien or claim respecting the work
and improvements which are being acquired by the City with the bond
sale proceeds, it being expressly understood that by this means the
City wants this form of assurance that the subject special
assessment lien shall apply to the property without any threat of
4
.
.
being later deemed by a court of competent jurisdiction to be
subordinate to a mechanics' lien claim stemming from the subject
public improvement work. Said policy of title insurance shall name
the City and the bond purchaser as insureds and all costs and
expenses of obtaining said policy shall be borne by the Developer.
(SEAL}
ATTEST:
By
(SEAL)
COUNTRY ESTATES VENTURE, a
California g~rShiP
B;?e ___
5
.
.
.
.. . ~ ..
EDIBIT A
DESCRIPTION OF WORK
COUNTRY ESTATES - PHASE I ASSESSMENT DISTRICT
CITY OF GILROY
The acquisition of property necessary for the
installation of sanitary sewer facilities,
maintenance of road and water facilities, together
with the acquisition and/or construction of all
improvements in connection therewith, all as located
and more particularly shown on the plans entitled
"Gilroy Country Club Trench Sewer Line" and "Gilroy
Country Club Estates, Tract No. 8136", prepared by
MH Engineering Company on file with the City Clerk
of the City of Gilroy which said plans are open to
public inspection and shall govern for all details.
6