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2864ORDINANCE NO. 2864 AN ORDINANCE OF THE CITY OF ANAHEIM FOR THE CREATION OF A SELF-SUPPORTING DIVISION OF GOLF COURSES AND A SPECIAL REVENUE FUND AND APPROVAL OF ACQUISITION OF LAND FOR A NEW GOLF COURSE. THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES ORDAIN AS FOLLOWS: SECTION 1. That there be established within the City a special department to be known as "Division of Golf Courses", Such Department shall manage, supervise and control all City golf courses including, without limitation, the municipal golf course presently owned and operated by the City (now known as the "Anaheim Municipal Course") and all City golf courses later acquired and/or constructed. SECTION 2. All money received, collected from or otherwise arising out of the use or operation of any City golf course including, without limitation, gains and proceeds, interest earnings, green fees, fees from professionals, rentals from concessionaires and other tenants, shall be placed in the golf course revenue fund and shall be kept separate and apart from any other monies of the City and shall remain therein until from time to time expended for the following purposes: 1. For the acquisition, construction and completion of golf courses and improvements thereon or connected therewith, including without limitation, the acqui- sition by purchase, lease, condemnation, installment contract or otherwise of any real property or any interest therein that may be necessary or convenient for such purposes. 2. For the payment of principal of and interest on any revenue bonds issued by the City for the acquisition and construction of golf courses and improvements thereon or connected therewith, under Section 1210 of the Charter (as the same now exists or may hereafter be amended) or under any other power of the City, whether derived from its Charter or general law. 3. For the establishment of any reserve fund required by any contract for the acquisition of real property or by the proceedings for the issuance of any revenue bonds. 4. For the necessary expenses of maintenance, operation and promotion of the City golf courses. 5. For any other lawful purpose of the City. For the purpose of administration of the golf course revenue fund necessary and desirable subfunds and/or accounts may be used to show receipts, expenditures and balances. -1- SECTION 3. That certain installment purchase contract called "Agreement of Sale" between the City of Anaheim and Robert H. Grant Corporation providing for the acquisition of approximately 235.8 acres of unimproved real property which is attached hereto as Exhibit "A" is hereby approved, and the use of the golf course revenue fund in the priorities stated therein is hereby approved, and the execution of said installment purchase contract by the Mayor and the City Clerk on behalf of the City is hereby author- ized and directed. SECTION 4. The City Clerk shall certify to the passage of this ordinance and shall cause the same to be printed once within fifteen (15) days after its adoption, in the Anaheim Bulletin, a newspaper of general circulation printed, published and cir- culated in said City and thirty (30) days from and after its final passage it shall take effect and be in full force. THE FOREGOING ORDINANCE is approved and signed by me this 28th day of October , 1970 OR OF THE CIT OF ANAHEIM r ATTEST; DENSE M. WILLIAMS, CITY CLERK Deputy CITY CLERK OF THE CITY OF ANAHEIM -2- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I. DENE M. WILLIAMS, City Clerk of the City of Anaheim, do hereby certify that the foregoing Ordinance No. 2864 was introduced at a regular meeting of the City Council of the City of Anaheim, held on the 20th day of October, 1970, and that the same was duly passed and adopted at a adjourned regular meeting of said City Council held on the 28th day of October, 1970, by the following vote of the members thereof: AYES: COUNCILMEN: Clark, Stephenson;and Dutton NOES: COUNCILMEN: Thom ABSTAINED: COUNCILMEN: Pebley ABSENT: COUNCILMEN: None AND I FURTHER CERTIFY that the Mayor of the City of Anaheim approved and signed said Ordinance No. 2864 on the 28th day of October, 1970. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Anaheim this 28th day of October, 1970. DENE M. WILLIAMS, CITY CLERK ByB-ner �. Deputy CITY CLERK OF THE CITY OF ANAHEIM (SEAL) I, DENE M. WILLIAMS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Ordinance No. 2864 and was published once in the Anaheim Bulletin on the 11th day of November, 1970. DENE M. WILLIAMS, CITY CLERK I October 26, 1970 AGREED -?ENT OF SALE THIS AGREELEINT is entered into on this ; 9A day of VC �ch re , 1970, between the CITY OF ANAHEIM (a Cali- fornia municipal corporation hereinafter sometimes referred tc as the "City") and ROBERT H. GRANT CORPORATION (a California corporation hereinafter referred to as "Seller"). R E C I T A L S: Seller is in the course of acquiring a parcel of unim- proved real property consisting of approximately 4,200 acres which is generally now known as the Nohl Ranch. The "Subject Property" herein is 235.8 gross acres within that Ranch and is legally described in Lxhihit "A -l" attached hereto. City will construct and install a golf course and related facilities thereon generally in accordance with the plan and layout attached hereto as Exhibit lfA-2" . Seller desires to sell and Citv desires to purchase the Subject Property for the consideration and on the terns and con- ditions set forth below. In consideration of the mutual promises anc: covenants herein contained, the parties hereto mutually agree as follow -s: I. SALE OF SUBUECT PROPERTY. Seller shall sell, con- vey and deliver, and City shall purchase and accept the Su,ject Property for the consideration and on the terms and conditions hereinafter set forth. II. PURCHASE PRICE. The cash purchase price of the Subject Property shall be Two Million Three Hundred Thousand Dollars ($2,300,000.00) and the unpaid balance thereof from time to time shall bear interest at the rate of six percent (6%) per annum. Such interest shall accrue from November 1, 1970, until the purchase price is fully paid. III. INT; EREST PAY;' iiTS AMID PAYMENT OF PIIPCK2%SE PRICE. A. Payments. until Jule 1, 1973, only interest shall be paid and no payments of principal shall be due prior thereto. On July 1, 1971, all interest then accrued hereunder at said rate shall be paid to Seller, and on July 1, 1972, all interest then accrued hereunder for the year titen ended shall be paid to Seller. Thereafter the purchase price, together with interest accrued thereon, shall be payable in thirty-six (36) equal consecutive semi-annual principal and interest installments of One Hundred Five Thousand Three Huncired Forty --nine and 00/100 Dollars ($105,349.00) commencing on July 1, 1973, and continuing until December 31, 1990. For convenience, all such payments of interest only and of principal and interest are collectively called the "Installment Payments" herein. The unpaid principal balance of the purchase price at any time shall be subject to earlier payment pursuant to the applicable provisions below. B. Payment Delinquency. Any Installment Payment shall be delinquent if not paid on the date due. All delinquent payments shall bear additional interest at the rate of four per- cent (40) per annum from the date of such delinquency so that the effective rate of interest shall be ten percent (10%) per annum -2- on any portion of a delinquent principal payment and four percent (4%) per annum on any portion of a delinquent interest payment, provided that such combined effective rate of interest shall not exceed the maximum rate permitted by law. C. Attorneys' Fees. In the event suit is insti- tuted under this Agreement by Seller to collect the Installment Payments or any delinquent interest due prior thereto, City shall pay, in addition to costs, all reasonable attorneys' fees incurred as a result of such suit; however, all such costs and fees shall be payable solely from, and be a charge against the Special Fund Account as defined below. D. Method of Payment. Each Installment Payment shall be payable in lawful money of the United States of America at the address designated by Seller. E. Default. In the event the City defaults in performing its obligations hereunder, no disbursements or with- drawals from the Special Fund Account shall be made to City until such default is corrected and the Reserve (as defined in Paragraph D of Article IV is fully funded in the Special Account (as defined below). F. Prepayments. City may, at its option, prepay all or part of the unpaid purchase price at any time without penalties or premiums of any kind; however, no prepayments shall be made in an amount less than $25,000.00. All such prepayments shall be applied as follows: ments; (1) first, to any delinquent interest payments; (2) second, to any delinquent principal pay- -3- (3) third, to any then accrued interest; and (4) fourth, to the principal payment then last due hereunder, i.e. in inverse order of the respective maturity dates of such principal payments. IV. SECURITY. A. Special Fund. All Installment Payments shall be secured by a pledge of the Golf Course Revenue Fund as such Fund is described in ordinance No. (sometimes called the "Special Fund" herein) and such Installment Pak?,ments shall constitute a first and paramount lien thereon. B. Rights In Special Fund. The Special Fund shall consist of the gross revenues derived by the City from the City Golf Courses, including t-:ithout limitation the Anaheim. Municipal Course (See Exhibit "B" hereto) and the Subject Property as the same are described in.said ordinance No. The Special Fund shall constitute a trust fund and be security for the payment of all Installment Payments as well as all indemnifi- cations and other obligations of City set forth herein; and so long as any Installment Payment, indemnification or other obli- gation remains unpaid or unperformed, the City shall not use the Special Fund for any purpose other than as provided in this Agree- ment. C. Seller's Lien. So long as any Installment Payment and any indemnification or obligation imposed herein remains. unpaid or unperformed, then Seller shall, to the fullest extent permitted by law, retain its lien of first and superior priority against the Special Fund to secure the payment of all -4- D. Special Fund Account. Concurrently with the execution hereof, the City shall establish a Special Fund account with two sub -accounts at any national banking association in the City of Anaheim, California, (as designated in writing by City from time to time) into which there shall be deposited on each business day all gross revenues derived by the City from the City Golf Courses, including without limitation the Anaheim Munici- pal Course and the Subject Property. One sub -account shall be known as the Installment account and the other as the Operations account. All such revenues shall be first deposited in the Installment account and transfers shall be made therefrom to the Operations account only as expressly provided herein. All disbursements for the payment of the Installment Payments and certain costs and expenses of City incurred as provided in Paragraph C of Article III above and in Paragraph B of Article VII below shall be made from the Installment account. Only disbursements `or ti:e construc- tion of an 18 -hole golf course on the Subject Property and there- after for the maintenance and operation of City Golf Courses shall be made from the Operations account until both (i) said 18 -hole golf course is completely constructed on the Subject Property and (ii) the Reserve (as defined below) is fully funded and on deposit in the Installment account. After such completion of said 18 -hole golf course and such funding of the Reserve, disbursements may be made from the Operations account for any lawful purpose of the City provided it is not then in default hereunder. There shall be no commingling of said Special Fund with any other funds at any time. Honey set aside and placed -5- in the Special Fund shall remain therein except as hereinafter provided until from time to time expended for the Installment Payments or transferred and disbursed as otken;,,ise provided in this Agreement; and the Special Fund shall not be used for any other purpose whatever. Any monies in the sub -accounts estab- lished pursuant to this Agreement may be invested in direct short- term obligations of the united States of America or in obligations the principal of interest on which are guaranteed by the united States of Amierica (subject to the limitations hereinafter set forth).. Monies in the Installment account and the Operations account may be invested in such obligations which will, as nearly as practicable, nature on or before the then next ensuing Install- ment Payment in an amount sufficient to pay such Installment Pay- ment. Any interest, profit or loss on such investments shall be credited or charged to the respective accounts from which such investments are made. All such investments shall be held of record and registered as being specifically allocable to and for the benefit of the Special Fund hereunder. An accounting of all gross revenues from said courses as well as all deposits into, disbursements from, earnings, proceeds and gains on the Special Fund shall be delivered to Seller for the period ending June 30, 1971, and for each annual period thereafter ending June 30th. Each such accounting, cer- tified to be true and correct by the City Finance Director, shall be prepared by City and delivered to Seller within ( ) days after the end of each such year. In the event that, on and after (i) July 1, 1973, or (ii) the date upon which the construction of said 18 -hole -6- golf course is substantially completed, whichever date is earlier, the net balance (after deducting all disbursements including with- out limitation all Installment payments then due and all Install- ment Payments made during such accounting period) in the Install- ment account shown in such annual accounting exceeds an amount sufficient to pay Installment Payments due hereunder for the immediately following year on December 31st and July 1st, and in the further event City is not then in default hereunder, the amount by which such net balance exceeds those two Installment Payments shall be promptly transferred from the Installment account to the Operations account. It is the intention of the foregoing provision that, commencing on July 1, 1973, or on the date upon which the construction of said 18 -hole golf course on the Subject Property is substantially completed, whichever date is earlier, City shall begin the accumulation of a reserve of Two Hundred Ten Thousand Six Hundred F,inety•-eight and 00/100 ($210,698.00) (the "Reserve" therein) in the Special Fund as security for the payment of the Purchase price and that, after such. Reserve has been so accumulated, the amount on deposit in the Installment account of the Special Fund scall never be less than Two Hundred Ten Thousand Six Hundred Ninety-eight and 00/100 ($210,698.00) after deducting and taking into account all disbursements and transfers therefrom of any kind. However, during the period ending July 1, 1971, and the period ending July 1, 1972, all amounts on deposit in such Installment account which exceed the interest payment due at the end of each such period shall be promptly transferred to the Operations account (for the disbursements expressly permitted -7- herein) after a certificate of the City Finance Director has been delivered to Seller in which he certifies the amount so on deposit and furnishes adequate proof thereof. In addition and notwith- standing the foregoing, the City shall, at any time after the Reserve has been fully funded by deposits in the Installment account of the Special Fund be entitled during any period to transfer on a monthly basis to the operations account (for the disbursements expressly permitted herein) the amount by which any such net balance therein exceeds the two Installment Payments next due hereunder, provided the City is not then in default here- under; such right of transfer shall be exercised only by the de- livery of a certificate of the City Finance Director to Seller at least fifteen (15) calendar days in advance of such proposed transfer and furnishing adequate proof that the Reserve is so on deposit. In the event of a default in the payment of any Installment Payment or any interest payment due, or of any default under this Agreement which continues uncured for ten (10) days, all monies in the Special Fund (both the Installment account and the operations account)shall be immediately disbursed to Seller and shall be applied in the same manner and order as a prepayment under Paragraph F of article III above. E. Procedures and Records. City shall immediately upon execution of this Agreement establish procedures and maintain records to effectuate all of the terms of this Agreer:"ent and its obligations hereunder. W:C V. NO GENIERAL CITY LIABILITY. The general fund of City is not liable, nor is the taxing power of City pledged, for the payment of the Installment Payments or its indemnifications or its other obligations hereunder. The exercise of the taxing power of the City shall not be compelled nor shall the City be compelled to apply any of its property to the payment of such Installment Payments other than from the Special Fund and as otherwise expressly provided herein. Said unpaid purchase price, interest thereon and indemnifications are not a debt of the City nor a legal or equit- able pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts or revenues, except the Special Fund which is, under the terms of this Agreement, pledcr.eci and to be applied to the payment of said purchase price, interest thereon, indemnifications and other obligations. However, nothing in this Agreement shall prevent or inhibit the City from discharg- ing any obligation under this Agreement in accordance with the terms thereof, if at any time it desires to do so from any legally available funds. VI. TITLE TO SUBJECT PROPERTY. A. Condition of Title and Delivery of Deed. Seller shall deliver to City title by a duly executed grant deed to the Subject Property free and clear of all adverse possessory interests and matters of record, excepting only: (1) all then non -delinquent general and special real property taxes and assess- ments; (2) all easements, covenants, conditions, restrictions, en- cumbrances, and matters of record shown on a preliminary title -9- report of the Subject Property delivered to City prior to the execution hereof; (3) reserving unto Seller all crude oil, petrol- eum, gas, brea, asphaltum and all kindred substances and other minerals situated five hundred (500) feet below the present natural surface of said land without right of surface entry on or use of the surface of said land; and (4) all easements, covenants, con- ditions, restrictions, encumbrances and adverse possessory interests of whatever nature (a) created either directly or indirectly by the activities of City, or (b) permitted or contemplated by the pro- visions of this Agreement. B. Title Policv. On or before October 30, 1970, and concurrently with the recording of this Agreement Seller shall deliver to Citv a standard form C.L.T.A. Policy of Title Insurance of First American Title Insurance Company, �-.,ith coverage thereunrder in an amount eaual to the purchase price of the Subject Property, showing title to the Subject Property to be in the condition re- quired 'herein or permitted hereby. This Agreement shall be executed, acknowledged and recorded in the Official Records of Orange County, California. VII. COSTS AND FEES. City and Seller shall pa;' the costs and fees to he incurred hereunder as follows: A. Seller. Seller shall pay for the cost of title insurance, the cost necessary to or.tain the legal description of and an acreage certificate for the Subject Property, and one-half (1/2) of the legal opinion required hereby. B. Cit•,?. City shall. pay for all other costs and expenses, including but not limited to costs of recording the grant -10- deed and one-half (1/2) of the cost of the legal opinion required hereby; however, the payment of such costs and expenses shall be payable solely from and he a charge against the Installment account of the Special Fund. VIII. PRO -RATIONS. 7,11 non -delinquent, general and special property taxes and assessments shall be prorated as of the date hereof on tine basis of a thirty (30) day month. Seller shall pay all delinquent taxes and assessments. Ih. COVENANTS OF CITY. As a material inducement to Seller to enter into this Agreement and as continuing warranties, representations and covenants to last for so long as any Install- ment Payment due hereunder or anv indemnification or other obli- gation imposed herein remains unpaid or unperformed, City hereby warrants, represents and covenants as folloc-s: A. Punctual Pa-ment. The City covenants that it will duly and punctually pay or cause to be paid the Install- ment Payments and indemnifications and other obligations hereunder, and that all deposits into the Special Fund will be made in strict conformity with the terms of this Agreement, and that it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all agreements supplemental thereto. The City acknoc.!ledges that the time of such deposits, payment and performance is of the essence of the Citv's obliga- tions to Seller hereunder. fifteen (15) days before the due date of any payment of said Installr.o nt Pa,ment, Cite shall notify in writing the person, firm or corporation snown on its Looks as entitled to receive said payment that money has been set aside and is available to make said payment; and, in addition, City shall likewise notify such person, firm or corporation, within fifteen (15) days after the end of each calendar month, of (i) all deposits made into the Special Fund during such immediately preceding calendar month and (ii) all disbursements therefrom during such month. City may deem and treat such person or persons so shown on its books as entitled to receive said pay- ment as the absolute owner for the purpose of receiving any In- stallment Payment and for all other purposes. City shall not be affected by any notice or knowledge to the contrary. B. Protection of Security. The City shall pre- serve and protect the Special Fund securing this Agreement and the rights of Seller, and its successors and assigns therein; and City shall warrant and defend these rights against all claims and demands of all persons and entities. C. Prohibition Against Sale or HN;:nothecation. The City covenants and warrants that the properties and any im- provements now or hereafter constructed thereon, the gross revenues from which comprise the Special Fund, are not now (except for the effect of this Agreement) and shall not in the future be mort- gaged or otherwise encumbered, sold, exchanaed, leased, Pledged, charged, or disposed of as a whole or in part, unless City shall pay to Seller (i) all the unpaid purchase price then due hereunder, together with all interest then accrued thereon as provided above if all or substantially all of such properties and improvements, or both of said golf courses, are the subject of any such trans- action, or (ii) if only one course or a part is the sul_jcct of -12- any such transaction, all proceeds shall be paid as received by the City to Seller and Seller shall apply such proceeds in the manner and in the order required by Paragraph F of Article III above; and all evidences of indebtedness or ricilts to receive J funds from such transaction shall be assigned to Seller as pledgee. The gross revenues and other assets in the Special Fund or any other funds pleCiged. or otier�,,ise made avail- able to secure payment of the Installment Payments and indemni- fications and other obligations imposed herein shall not be mort- gaged, encumbered, sold, leased, pledged, subjected to any charge, or disposed of or used except as expressly authorized by the pre- cise provisions of this Agreement. The City further covenants that it will not enter into any agreement or take any action which materially impairs the operation of the properties, the gross revenues from which comprise the Special Fund, or whic.. otherwise would impair the rights of Seller with respect to the Special Fund. The City covenants that any amounts received as awards as a result of the taking of all or any part of the pro- perties, the gross revenues from which comprise the Special Fund, by the lawful exercise of eminent domain if and to the extent that such right can be exercised against such property of the City, shall be deposited in the Installment account of the Special Fund and, notwithstanding anything to the contrary herein, all such awards shall be immediately paid and disbursed to Seller who scall apply all amounts so paid and disbursed in the manner and order as a prepayment under Paragraph F of Article III above. -13- D. Insurance. The City covenants that it shall at all times maintain with responsible insurers all such insur- ance on the properties and the improvements now or hereafter con- structed thereon comprising the Special Fund as is customarily maintained with respect to improvements and properties of like character against accident to, loss of or damage to such improve- ments or properties. If any useful part of any improvements sit- uated upon such properties shall be damaged or destroyed, such part shall be fully restored and made available for its former use. The money collected from insurance against accident to or destruction of the properties and improvements, the gross revenues from which comprise the Special Fund, shall be used for repairing or rebuilding the damaged or destroyed improvements and to the extent not so applied shall be deposited in the Special Fund. The City shall also maintain with responsible insurers insur- ance against public liability and property damage to the extent reasonably necessary to protect the City and Seller with respect to the properties and improvements comprising the Special Fund. E. Records and Accounts. The City covenants that it shall keep proper books of record and accounts of the Special Fund separate from all other records and accounts in which complete and correct entries shall be made of all trans- actions with regard to the Special Fund. Said books shall at all times be subject to the inspection of Seller's representatives authorized in writing during reasonable business hours. The City covenants that it will cause the books and accounts of the Special Fund to be audited annually by an independent certified public accountant or firm of certified public accountants and -14- will furnish a copy thereof to Seller annually. The City cove- nants that it will prepare annually, not more than one hundred twenty (120) days after the close of each Contract Year (July lst through June 30th), a summary statement showing the amount of gross revenues and the amount of all other funds collected which are pledged or otherwise available as security for the payment of the Installment Payments together with all other assets in the Special Fund as ;;ell as a general statement of the financial and physical condition of the properties and improve- ments comprising the Special Fund. The City shall furnis1 a copy of said statement to Seller certified to be correct by the City Treasurer. F. No Free Services. The City covenants th.at, except to the extent that the City is required under agreements and/or contracts existing on the date hereof, no services, pro- ducts, used, produced on or related to the properties and im- provements comprising the Special Fund may be furnished or rendered free to the United States of America, the State of California, any county, the City, any other municipal or public corporation or public agency or any private corporation or person, provided that the City may from time to time authorize free ser- vices incident to golf tournaments and other periodic events normally associated with the operation of municipal golf courses in Southern California. G. Efficient Operation. The City covenants and agrees to operate and use the properties and improvements, the gross revenues from which comprise the Special Fund, in an effic- _15- ient and economical manner and pursuant to generally accepted business practices and procedures, and in a manner which will maximize the gross revenues to be deposited in the Special Fund and assure the prompt payment of all Installment Payments and interest payments due hereunder. H. Prior Revenue Record. The City warrants and represents that the gross annual revenues reflected on Exhibit "C" attached hereto represent a true, accurate and complete re- port of all gross revenue derived by the City from its "Anaheim Municipal Course" for the periods set forth therein. I. Priority for Additional Debt. The City covenants that no additional indebtedness, liability, contract, bond or other obligation of any kind payable out of the Special Fund shall be issued or incurred. J. Taxes. The City covenants to pay, or cause to be paid, before delinquent, any and all general and special real and personal property taxes assessed against the properties and improvements comprising the Special Fund, and any and all other taxes, license fees and permit fees levied, assessed or imposed in connection with any use of or operation on the pro- perties and improvements comprising the Special Fund. K. Citv's Authority. The City covenants and warrants (i) that execution and delivery of this Agreement by City has been legally authorized and that this Agreement is a valid, binding and enforceable obligation of the City; (ii) that this Agreement and the performance thereof does not violate any statute or governmental rule or regulation; and (iii) that all -16- proceedings required by law and this Agreement to be taken by City have been duly and validly taken. L. Annexation Proceeding. The City covenants, immediately upon the execution hereof, to commence and thereafter diligently prosecute such steps as are legally necessary to annex the Subject Property to the City. M. Operation of Golf Course. 1. Existing Golf Course. City covenants to maintain, operate and keep oxen for business, its existing eighteen (18) hole golf course, kno�:-n as the "Pnaheim :unici-Dal Course", during such days and hours, in such quality anj condition, and pursuant to such operational procedures as may be both (a) con- sistent with the practices ,hick are customary anci accepted in the operation and maintenance of other municipal golf courses in Southern California; (b) reasonably intended to nroC-uce _ sufficient gross revenues (i) to pav in a manner the In- stallment Payments required hereunder, (ii) to accumulate t=:e Reserve provided for herein and (iii) to provide for the adequate maintenance and operation of the City golf courses; and (c) reason- ably intended to maxiiAze the cross revenues payal-Jle into the Special Fund. 2. Subject Prol:erty. . Ci covenants, pro- vided funds are legally available therefor, to commence the con- struction of (i) the first nine (9) holes of the golf course de- picted on Exhibit "A-2" hereto prior to July 1, 19,71, and dili- gently prosecute such construction to completion; and (ii) the second nine (9) holes of said c:olf course prior to December 31, -17- 1971, and likewise diligently prosecute such construction to completion. The City makes no commitment with respect to the construction of a third nine (9) holes. City covenants, provided funds are legally available therefor, to complete the construction of a clubhouse at substantially the location sho�-,Tn on Exhibit "A-2" hereto on or before , 197 City shall maintain, operate, and keep open for business said Golf course during such days and hours, in such duality and condition, and pursuant to such operational procedures as are: (a) consistent with the practices which are customary and accepted in the operation and maintenance of other municipal golf courses in Southern California; (b) reasonable intended to produce a sufficient amount of gross revenues (i) to pay in a timely manner the Installment Paements required hereunder (ii) to accumulate the Reserve provided for herein and (iii) to provide for the adequate maintenance and operation of the City golf courses; and (c) reasonably intended to maximize the Gross Revenues payable into the Special Fund Account. City shall pay all costs for the con- struction and installation of said golf course, including but not limited to the costs of installation of sewers, drainage and flood control facilities, and installation of water, power and requisite utilities. N. Rates and Charqes. The City covenants that it will prescribe, revise and collect charges for any and all goods, services and uses produced, supplied or provided on or from the Subject Property and the Anaheim iunicipal Course, w which charges shall be in amounts which are both: (i) consistent with what is accepted as a customary amount for such goods, ser- vices and uses in Southern California; (ii) reasonably intended to produce sufficient gross revenues to pay in a timely manner the Installment Payments required hereunder and (iii) reasonably intended to maximize the gross revenues payable into the Special Fund Account. X. CONTINGENCIES. The obligations of Seller under this Agreement shall be contingent upon: A. Legal Opinion. City shall, on or before October 30, 1970, deliver to Seller, an unqualified opinion or opinions from ilessrs. O'%.elveny & Diyers, special counsel, in form and substance satisfactory to Seller that (i) any and all interest paid or payable under tine terms of this Agreement to Seller constitutes interest on a municipal indeutedness and is exempt from both federal and state taxation under the current rules and regulations of the Internal Revenue Service and Cali- fornia Franchise Tax Board; (ii) that this Agreement is a legal and valid, binding and enforceable obligation of the City; (iii) that this Agreement and the performance thereof does not violate any statute or governmental rule or regulation; and (iv) that all proceedings required by lac: and this Agreement to be taken by City have been duly and validly taken. B. Seller is acquiring record title and bene- ficial ownership of said Nohl Ranch which includes the Subject Property. _19- XI. CANCELLATION. A. If either event specified in Article X above fails to occur within the time period prescribed therein, this Agreement shall automatically be cancelled and terminated at the option of Seller exercised by written notice. If Seller so exercises its option to cancel this Agreement, there shall be no further liability or duty of any kind upon either of the parties hereto except as provided herein. Upon any such cancellation, City shall immediately deliver to Seller a recordable quitclaim deed to the Subject Property, in form satisfactory to Seller, releasing all right, title and interest in and to the Subject Property which City may have acquired therein by virtue of this Agreement, or other-,, i se . B. Ps a divesting condition subsequent, in the event a referendum is filed on or before Vovemher 1970., and the ordinance of the City authorizing this agreement is defeated thereby, this Agreement shall be automatically and retroactively calicelled with the sa:::e effect as if this Agreement had never been executed and the Subject Property deeded to the City; and in such event the parties hereto shall execute and deliver such documents as may be necessary or desirable to nullify and void this Agreement and tie. deeding of the Subject Propert,'T to the City which shall thicreby he completely divested of all interest in the Subject Property, and correspondingly, Seller shall there- upon be completely divested of all rig..ts and interest in the Special Fund; but City shall not be cblic,ated in any such event to reimburse Seller for the cost of the title policy,= insurinc =3110 City which was issued in conjunction with the deeding of the Subject Property to the City. XII. ENTFORCE '.E` T. The provisions of this Agreement constitute a contract het��reen the City and the Seller, its suc- cessors uccessors or assigns, and the provisions hereof shall be enforce- able by the following remedies: (i) accounting; or (ii) injunc- tion; (iii) writs of prohibition and/or mandamus; or (iv) anv decree or order directing the City and its proper officers, agents and employees to ta';e any and all action required by the provisions of this Hgreeent to be performed by t,.e City, including but in no way limited to the making and collection of necessary rates and charges for the purrose of enabling the CitN to make the payments due Seller in accordance �%ith tiprovisions hereof; or (v) any other suit, action or proceeding at law or in equity that is no;e or may hereafter be authorized under the laws of the State of California in any court of competent jurisdiction, provided that Seller shall have no right or remedy to foreclose upon the Subject Property, or to reacquire title and the o,Mer- ship thereof. In addition to the other remedies provided for herein, in the event of a default in the payment of any Install- ment Payments Cue hereunder which remains uncured for a period of fifteen (15) days, Seller shall have the right, at its sole election, to collect all gross revenues from the properties and improvements, the gross revenues from which constitute the Special Fund. All such revenues so collected by Seller shall be applied in the same manner and order as nrena,, ments under -21- Paragraph E of Article III above until such payments are current. Notwithstanding Seller's collection of all gross revenues gene- rated by the properties and improvements constituting the Special Fund, however, the City shall continue to pay all expenses of whatever nature (i) relating to the operation, maintenance, repair, and reconstruction of the properties and improvements, the gross revenues from which constitute the Special Fund and (ii) required to fulfill and perform the covenants of City hereunder. By elect- ing to collect such gross revenues, Seller shall not be deemed to be electing that remedy in lieu of any other or waiving any other remedy. This Agreement is made unser and is to be con- strued in accordance with the laws of the State of California. No remedy conferred upon Seller is intended to be exclusive of any other remedy, but each such remedy shall be in addition to every other remedy and may be exercised from time to time without exhausting and without regard to any other remedy conferred under any law of the State of California. No waiver by Seller of any default or breach of duty or contract of City shall affect any subsequent default or breach of duty or.contract or shall impair any rights or remedies on said subsequent default or breach. No delay or omission of Seller to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed as a waiver of anv such default or acquiescence therein. Every substantive right and every remedy conferred upon Seller may be enforced and exercised as often as inay be deemed expedient. In case any suit, action or proceeding -22- to enforce any right or exercise any remedy shall be brought and Seller shall prevail, Seller shall be entitled to receive from the City reimbursement for reasonable costs, expenses, outlays and attorneys' fees. XIII. ACRE.IGE CERTIFICATE. Seller shall, on or before October 30, 1970, prepare or cause to be prepared and delivered to City, at the sole cost and expensse of Seller, an acreage cer- tificate of Voorheis, Trindle & Nelson, of the Subject Property, which acreage certificate shall set forth that the Subject Propert\ contains 235.8 gross -acres computed to the nearest one --tenth (1/10) of an acre and measured to tie center -line of the streets del-icted on Exhibit "1.-2" hereto. XIV. DISC::-I:_ER OF Cit,,,, and Seller mutually acknowledge t .at, except as othen-Ase specifically pro- vided herein, neither City nor Seller have made any representations, warranties, or agreements as to anv matters concerning the Subject Property, including uut not limited to the land, topography, water, water rights, utilities, soil, subsoil, the purpose for which the Subject Property is suited, drainage, access, and proposed street routes or extensions thereof. City reprbsents and :varrants to Seller that it and its representatives have made their own inde- pendent inspection and investigation of the Subject Property, and City is entering into this Agreement in reliance solely on suca inspection and investigation by City. City also ack=nowledges that it is familiar with the general development plan of Seller for the areas adjoining and near the Subject Property. City agrees that the Subject -23- Property will be subject to the incidents of such plan, including without limitation the drainage of waters, flood channels, utility easements and similar matters arising from the development here- after of the remaining property of Seller contiguous with or near the Subject Property. XV. INSTALLA^tION OF OFFSITES Pd\ZD ADDITIONAL PURCHASE PRICE. City shall at its expense cause to be constructed and installed in the streets surrounding the Subject Property (as depicted in green on Exhibit ''A-2" hereto) all requisite sewer trunk lines, crater mains and major electrical transmission lines; and, in addition, Cit.' shall, as the adjoining and abutting land- owner, bear its pro rata share of the cost and expense of grading and paving said streets as well as installing curbs and gutters for said streets and sidewalks to the extent required. Such grading, paving, cur3Ds, nutters and sidewalks shall (i) conform with the standards and requirements imposed by the City upon Seller with respect to the general area in which the Subject Property is located and (ii) be constructed and installed in conjunction with the development by Seller or its assigns the remaining property contiguous with or near the Subject Property. The pro rata share of said costs and expenses shall be determined by reference to the contracts of Seller therefor and to the unit costs in each such contract. City shall promptly pay Seller for its pro rata share at the end of each roonth during which Seller incurs such costs and expenses. The present agreed value of such improvements by City is analyzed and set forth on Exhibit "D" hereto. XIV. I'AI NL;R OF GIVIL:G NOTICE. Notice shall be deemed sufficiently given if in ,-riting and if eit1her (i) served per- -24- sonally upon the City Attorney of the City, or of the Seller, or (ii) mailed certified or registered mail to the City Attorney of the City at City Hall, Anaheim, Cali- fornia, or to the Seller at , or to such other persons or addresses as the respective parties may hereafter designate in writing to the other. XV. COUNTLRPARTS. This Agreement may be executed in a number of counterparts, each of which shall he deemed an origi- nal but all of which shall together constitute ore Agreement. However, proof of this rgreement may be made by one fully exe- cuted counterpart. XVI . CONTI UA. PIOiv OF COVL� �IJTS . All covenants , agree- ments, representations and t-,arranties maCe herein shall survive the execution of this Agreement,, and the execution: and deliver -,7 of all documents delivered pursuant i:ereto. kVII. SUCCI SSOS,?SSIC'S r13L RIGS?TS 0 ASSICiL7` This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective assigns, legal representatives and other successors in interest of the parties hereto. The rights of Seller hereunder (either in whole or in part) may be assigned, transferred, pledged, hypo-- thecated, or otherwise disposed of without approval of City. The rights of any such assignee, transferree, pledgee, holder or other successor in interest shall be free from all causes of action, advances, offsets, claims or other dcductions of an -- -25- kind which City may assert or have against Seller; and. City waives any such rights (causes of action, advances, offsets, claims or other deductions) against any such assignee, trans- feree, pledgee, holder or other successor, none of whom shall have any obligation to City. Accordingly,, City shall have re- course only against Seller for any such cause of action, advance, offset, claim and other deduction of any kind which it may no%, or hereafter have against Seller for any reason or cause. XVIII. ADJUST21ENT OF GOLF COURSE BOUNDARIES. The parties hereto recognize that it may be necessary to make minor adjustments in Exhibit "A-2" hereto if presently unforeseeable problems arise. E_ccordingly, the parties hereto shall, from time to time prior to July 31, 1971, make reasonable and minor adjust- ments in the boundaries of the Subject Property to the extent required for the development of said golf course, provided the gross acreage within the Subject Property is not materially changed. -26- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CITY OF ANAHEIMT, a California municipal corporation By i vor or ATTEST: DENE M. WILLIAMS., CITY CLERK Deputy City Clerk APPROVED AS TO FOM : City Attorney ATTEST: Its "City" ROBERT H. GRANT CORPORATION By Its President, an authorized officer Secretary -27- "Seller" 1 2 s 4 5 6 20 21 22 23 24 25 26 27 28 29 30 31 3? Page 1 of 2 PRELIMINARY LEGAL DESCRIPTION OF PROPOSED GOLF COURSE FOR CITY OF ANAHEIM IN NOHL RANCH September 29,.1970 f. That certain parcel of land in the Rancho Santiago de Santa Ana, i.n the County of Orange, State of California, described as'follows: Commencing at the Southeasterly corner of Parcel 3 of deed recorded in book 2591 page 36, as said corner was established on the map of Tract No. 6771 in the City of Anaheim, County of Orange; State of California, recorded in book 255 page 26 through 29, inclusive, of Miscellaneous Maps of said Orange County; thence S 690 30' 00" E 1150.00 feet to the true point of beginning; • p thence S 25° 38' 02" W 331.69 feet; thence S 46° 20' 44" W 135.92 feet; thence N 440 49' 34" W 173.94 feet; thence S 440 55' 07" W 47.93 feet; thence S 80 19' 51" W 288.51 feet; thence S 190•26' 17" E 569.45 feet; thence S 560 12' 10" E.782.35 feet; thence S 270 49' 05" W 673.97 feet; thence S 560 50' 00" E 529.83 feet;. thence N 9-0 56' 00" E 535.44 feet; thence N 350 49' 34" E 756.36 feet; thence S 780 55' 15" E 137.12 feet; thence S 510 52' 53" E 109.31 feet; thence IN 330 53' 28" E 275.60 feet; thence S 760 17' 54" E 431.51 feet; thence S 890 24' 51" E 1015.28 feet; thence S 90 51' 48" E 429.96 feet; thence N 820 03' 02" E 779.46 feet; thence N 60 39' 35" W 597.32 feet; thence N 580 57' 10" E 326.68 feet; thence S 420 17' 49" E 665.54 feet; thence S 780 47' 58" E 351.47 feet; thence S 90 46'- 56" W 173.40 feet; thence S 610 57' 29" E 412.74 feet; thence S 400 02' 21" E 308.20 feet; thence S 410 04' 51" E 261.13 feet; thence N 680 25' 35" E 613.50 feet; thence N 250 56' 56" W 55.50 feet; thence N 610.23' 07" E 257.60 feet; thence N 610 18' 21" W 232.83 feet; thence N 27° 51' 01" E 778.93 feet; thence N 740 17' 33" W 268.41 feet; thence S 510 24' 17" W 671.38 feet; thence N 390 25' 12" W 152.98 feet; thence N 320 32' 45"-E 378.90 feet; thence N 150 54' 59" W 230.83 feet; thence S 570 50' 34" W 398.32 feet; thence N 490 59' 51" W 149.68 feet; thence N 30 43' 08" E 503.32 feet; thence N 690 21' 30" W 415.66 feet; thence N 230 30'-21" W 671.79 feet; thence N 440 12' 52" E 802.14 feet; thence N 90 45' 19" E 35.24 feet; thence -N 790. 58' 13" W 430.99 feet; thence S 790 21' 38" W 287.62 feet; thence S 110 35' 04" E 190.33 feet; thence 77 -D -45-()H/ FWR : f a h 77/05 VTN orange county EXHIBIT A-1 A T L Of C 'Ll yoRN I COWTT Of OR 4" *top C. vutt*��, �46-wr- ca 4, to tp th, x4yror %�� th,4 City 01 't. i A -Ios�a W. V'Arrwo, to a to b th Doputy C,i�i cl&ue- 9,t tht c4t y *'� ;'a %-1 t� th, to thUntfAA-lk twti6 th A oil b, bo t Ch C'ty 0i {ai#A_ 14, MATTHEW A. BOSCIA-Notary Public -Cal. COM. EXP. AUG. 14, 1971 - ORANGE CO. 204 E. Lincoln Ave., Anaheim, Calif. 92803 OFFICIAL SEAL MATTHEW A. BOSCIA V NOTARY PUBLIC CALIFORNIA PRINCIPAL OFFICE IN ................. ....... ORANGE COUNTY ................... ......................... F -k orange county ENGINEERS ARCHITECTS PLANNERS 2301 CAMPUS DRIVE, IRVINE, CALIFORNIA 92664 (714) 833-2450 October 19, 1970 Anaheim Hills Post Office Box 2067 - Anaheim, California 92804 Attention: Mr. Bill Stark Subject: Golf Course, Nohl Ranch Gentlemen: I hereby certify that the area of the land described in the attached legal description dated September 29, 1970, is 235.8 acres. Yours very truly, Frank W. Richardson L.S. 2921 FWR:df Enclosure 10 Page 2 of 2 PRELIMINARY LEGAL DESCRIPTION OF PROPOSED -GOLF COURSE FOR CITY OF ANAHEIM IN KOHL RANCH September 29,.1970 r S 540 31' 07" W 779.33 feet; thence N 770 16.' 21" N 181.22 feet; thence S 590 21' 47".W 137.89 feet;. thence S 7° 35' 53" W 367.34 feet; thence S 790 17' 27" W 163.29 feet; thence N 50 21' 16" W 413.83 feet; thence N 270 37' 57" W 36.05 feet; thence S 70° 47' 45" W 150.51 feet; thence S 780 14' 33" W 107.76 feet; thence S 840 24' 22" W 651.25 feet; thence N 860 02' 03" W 248.23 feet; thence N 660 10' 28" W 153.20 feet; thence S 320 04' 46" W 247.38 feet; thence S 530 51' 25" E 391.94 feet; thence S 210 44' 45" E 232.11 feet; thence.S 90 55' 59" W 196.18'feet; thence S 650 18' 25" W 211.21 feet; thence N 35° 02' 01" W 142.87 feet; thence N 630 31' 16" W 676.96 feet; thence S 380 59' 34" W 251.19 feet; thence S 10 21' 53" E 234.03 feet; thence S 750 59' 59" W 374.62 feet; thence N 230 59' 46" W 371.03 feet;. thence N.80 22' 18" E 183.21 feet; thence N 350 13' 33" E 428.63 feet; thence.N 190 22' 02" E 169.28 feet; thence N 260 18' 36" W 321.57 feet; thence S 780 09' 54" W 463.32 feet; the�c2 N 580 59' 09" W 186.74 feet; thence S 270 12' 28" W 202.02 feet; thence S 140 15' 29" W 539.23 feet to the true point of beginning. Containing an area of 235.8 acres, more or less.. r 77-D-45- VFWR:fah 77/06 VTN orange county EXHIBIT A-1 .12 13 i 14 .15 16 i 17 18 19 21 22 23 24 25 26 27 28 29 30 31 32 Page 2 of 2 PRELIMINARY LEGAL DESCRIPTION OF PROPOSED -GOLF COURSE FOR CITY OF ANAHEIM IN KOHL RANCH September 29,.1970 r S 540 31' 07" W 779.33 feet; thence N 770 16.' 21" N 181.22 feet; thence S 590 21' 47".W 137.89 feet;. thence S 7° 35' 53" W 367.34 feet; thence S 790 17' 27" W 163.29 feet; thence N 50 21' 16" W 413.83 feet; thence N 270 37' 57" W 36.05 feet; thence S 70° 47' 45" W 150.51 feet; thence S 780 14' 33" W 107.76 feet; thence S 840 24' 22" W 651.25 feet; thence N 860 02' 03" W 248.23 feet; thence N 660 10' 28" W 153.20 feet; thence S 320 04' 46" W 247.38 feet; thence S 530 51' 25" E 391.94 feet; thence S 210 44' 45" E 232.11 feet; thence.S 90 55' 59" W 196.18'feet; thence S 650 18' 25" W 211.21 feet; thence N 35° 02' 01" W 142.87 feet; thence N 630 31' 16" W 676.96 feet; thence S 380 59' 34" W 251.19 feet; thence S 10 21' 53" E 234.03 feet; thence S 750 59' 59" W 374.62 feet; thence N 230 59' 46" W 371.03 feet;. thence N.80 22' 18" E 183.21 feet; thence N 350 13' 33" E 428.63 feet; thence.N 190 22' 02" E 169.28 feet; thence N 260 18' 36" W 321.57 feet; thence S 780 09' 54" W 463.32 feet; the�c2 N 580 59' 09" W 186.74 feet; thence S 270 12' 28" W 202.02 feet; thence S 140 15' 29" W 539.23 feet to the true point of beginning. Containing an area of 235.8 acres, more or less.. r 77-D-45- VFWR:fah 77/06 VTN orange county EXHIBIT A-1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24, 25 26 27 28 29 30 31 32 EXHIBIT B That property owned or leased by the City of Anaheim known as the Anaheim Municipal Golf Course bounded on the east by Brookhurst Street and on the west by Magnolia Avenue, situated between Lincoln Avenue and Crescent Street. This property consists of 103 acres on which is situated an 10 hale golf course with offices at 430 N. Gilbert Street, Anaheim, California. i L!\ M \O M N G\ 07 O rt O M M \O N M �.i ^ ^ ^ C M 00 i� 00 W G\ O Ol O N O O M M U . _:r U\ O O\ t\ Ln CO CS G\ rN r\ oo N N N N M M O 00 O r� r- . O G\ O\ O O 00 M 00 \O LrI% rl_ O O •U M M O M N ^ \O Ol O O > �w 00 M CO ' \D O\ UL.- N Lr\ O O N M N G CJ ^ m C dI b c • co ^ G\ q i11 O J L U Z, ^ • O O ^ M \fl u 00 M h M M ^ ^ a x o w cn • < G1 , N_ ^ 1J Ln Cl M co co CO C\ %D C- T u G\ Cl C\ O C\ L!\ G\ O .1 O r'zC) C\ O t..'\ M M u U-> � •." > O M ^ M M LIQ CO O U N N N N N N Z O < U N E, L_ co CD CIII O'\ CD C14 M N S O \D lt1 N X — LL W V O }-- W U C) O b O N N v \J \D N N N N N N J r U < c/1 N Li. O C C\ O\ \O C\• O N N CO co C\ O 0-%. L-\ C\ Ln ^ i\ ^ L-\ � C) v w w v ^ CV M M C.1 -.:r O C!�' • Ln 1 N co ^ N O .� ri I M CO . \G r" co O G7% G\ Ci N \J M C\ „ N .03 • t1 t/Y t\ 00 C\ O \D \O V \O \O \O '110 r, t t t t t t t t , CV M Cu \o %_o \O \O C\ G\ G\ Gl G\ G\ O\ C\