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HomeMy WebLinkAboutMinutes Council 102863a CITY OF PALM BEACH GARDENS MINUTES OF REGULAR MEETING OF CITY COUNCIL MONDAY, OCTOBER 287 1963 The regular meeting of the City Council was held at 9076 Keating Drive, Palm Beach Gardens, Florida, on Monday, October 28, 1963, at 10:00 A.M. QUORUM : Vice Mayor Horace S. Miller, acting as Chairman, called the meeting to order and announced that a quorum of the City Council was present. MINUTES OF MEETING The City Clerk read in full the minutes of the regular meet - OF OCTOBER 14, 1963 READ AND APPROVED:ing of the City Council held on Monday, October 14, 1963. Thereafter, these minutes were, upon motion duly made, seconded and unanimously adopted, approved without comment or revision. The Vice Mayor announced that the report on the Palm Beach Gardens General Hospital, called for by the meeting of October 14, 1963, was not as yet available. TAX ASSESSMENT The Vice Mayor announced that, as a result of the meetings ROLL FOR 1963: of the Board of Tax Equalization, changes or explanations in the 1963 tax assessment roll were in order in four cases. The City Clerk advised the Council that it should remove two pieces of property from the tax assessment roll inasmuch as the same were owned by churches and were being used as parsonages on January 1, 1963, and so are tax - exempt. Subject to these modifications, upon motion duly made, seconded and unanimously adopted, the tax assessment roll for 1963 was ratified and approved. i PROPOSED CHANGE The Vice Mayor informed the City Council that certain street OF STREET NAMES IN PALM BEACH names in Palm Beach Gardens need correction, inasmuch as they were GARDENS misspelled on the original plats that had been approved by the Council. I d \./ He further stated that he had received a recommendation that the word "Circle" be removed from the names of certain streets in Plat No. 3 and Plat No. 6. He recommended that those attending this meeting discuss this subject among themselves and give the City Council, at its next regularly scheduled meeting, a consensus of opinion on this subject, APPOINTMENT OF The Vice Mayor advised the Council that the City had ALDINE L. JOHNSON AS POLICE OFFICER: recently employed Mr. Aldine L. Johnson as a police officer. He recommended that this appointment be ratified and affirmed. Whereupon, the following resolution was duly made, seconded and unanimously adopted: BE IT RESOLVED by the CITY OF PALM BEACH GARDENS that Aldine L. Johnson be, and the same hereby is, appointed as police officer of the City of Palm Beach Gardens. OATH OF OFFICE: The oath of office of Aldine L. Johnson as police officer is attached hereto. PALM BEACH GARDENS The following resolution was duly made, seconded and VOLUNTEER FIRE DEPARTMENT; unanimously adopted: APPROVAL OF CHARTER: BE IT RESOLVED by the City Council of PALM BEACH GARDENS that the charter of the Palm Beach Gardens Volunteer Fire Department heretofore submitted to the City Council for review be, and the same is, hereby ratified and approved as so submitted, said ratification and approval to take effect immediately. PGA TRANSACTION - The Vice Mayor reviewed the golf course transaction with The RECONVEYANCE TO BANKERS LIFE Professional Golfers' Association of America from its inception to the present time, calling particular attention to (1) the conditions under which the City accepted the conveyance of the lands involved as reflected in the minutes of the City Council meeting of December 5, 1961, (2) the agreement between the City and Bankers Life and Casualty Company and American Airmotive Corporation of February 10, 1962, and the minutes of the City Council meeting of February 19, 1962, confirming and approving such agreement, and (3) the agreement between the City, John D. MacArthur, minimum and quite possibly as much as a year or even more; moreover, no one could say with absolute certainty that such a judgment would be favorable. The Vice Mayor further pointed out that the parties to the agreement of April 24, 1963, were confronted with a serious situation; that the golf courses and the clubhouse were nearing completion and the time was drawing near when the transaction was to be closed in accordance with the terms of such agreement. He made the observation that fail- ure to close the transaction on schedule would necessarily have extremely serious consequences to all concerned. In particular, he pointed out that in such an eventuality the City would have to bear the burden of maintenance of such golf course properties during the interim which would be an impossible financial burden upon the City, and further that, if Bankers Life and Casualty Company and The Professional Golfers' Association of America of April 24, 1963, under which the City agreed to convey good title to the golf course properties to PGA and in which Bankers Life and Casualty Company guaranteed the performance of said agreement by the City, The Vice Mayor stated that, as the Council members were aware, a technical title situation had arisen since the time the agreement of April 24, 1963, had been entered into which situation, because of the peculiar characteristics of municipal powers, involved a question as to the propriety and validity of a deed executed by the City to PGA, The Vice Mayor further stated that it had become apparent from discussions with PGA and the others involved in the transaction that the only way to satisfy all concerned as to the propriety and validity of a deed from the City, in view of the title situation which had arisen, woid be to obtain a final court judgment concerning the matter. He pointed out that, the considerable expense involved aside, such a judgment would take a substantial amount of time to get; four or five months at a minimum and quite possibly as much as a year or even more; moreover, no one could say with absolute certainty that such a judgment would be favorable. The Vice Mayor further pointed out that the parties to the agreement of April 24, 1963, were confronted with a serious situation; that the golf courses and the clubhouse were nearing completion and the time was drawing near when the transaction was to be closed in accordance with the terms of such agreement. He made the observation that fail- ure to close the transaction on schedule would necessarily have extremely serious consequences to all concerned. In particular, he pointed out that in such an eventuality the City would have to bear the burden of maintenance of such golf course properties during the interim which would be an impossible financial burden upon the City, and further that, if it was found that the transaction with PGA could not be closed, the City might find itself not only disastrously burdened with the permanent maintenance and upkeep of such golf course properties but also subject to claims for damages. The Vice Mayor also stated that while the City was vitally inter- ested in the consummation of the PGA transaction and, because of the municipal benefits to be derived therefrom, had entered into and taken part in the transaction, that all funds expended by the City in the development of the golf course properties had been advanced to the City by Bankers Life and Casualty Company. He called the attention of the Council to the provisions of the agreement of February 10, 1962, res- pecting such advances. The Vice Mayor further stated that from the inception of the PGA transaction and in all contracts and agreements relating thereto,such an eventuality as now confronted the City had been provided for; that as guarantor of the performance of the agreement of April 24, 1963, Bankers Life and Casualty Company had the right to demand that the City take such action at this time as would permit the prompt legal consummation of the agreement without the possibility of dainage to Bankers Life; that the City had preserved the right to reconvey the golf course properties to Bankers Life in the event it became impossible or undesirable for the City to continue holding title to such property; and that under the agreement of April 24, 1963, Bankers Life, upon such a reconveyance, would be obligated to consummate the transaction with PGA and that it was apparent that the time had arrived for the City to take action in that respect. The members of the Council discussed the whole matter at length, and it was the consensus of the Council that the City was in an unten- antable position in that it affirmatively appeared that the City could, at the very best, only complete the transaction with FGA after a long period of time, with great difficulty and after the expenditure of sub- stantial sums; in addition, there was a risk that the transaction could never be completed, which might spell financial ruin for the City. All of the members of the Council agreed, first, that the City should definitely not undertake such burdens or take such a risk, and, second, and even more importantly, that the benefits of the transaction to the City should by all means be preserved. Accordingly, it was agreed that the City should implement the Agreement of February 10, 1962, and convey all of the lands, etc., to Bankers Life and Casualty Company, all as therein provided. Mr. Lehane observed that the City had already conveyed to Bankers Life and Casualty Company the lands not required for the PGA transaction as provided in the Agreement of February 10, 1982. He then stated that he believed it should be made clear, in view of the decision just reached u by the Council, that all lands conveyed to the City by anyone, including such as had already been conveyed by the City to Bankers Life on the assumption that the City would itself complete the transaction, should be embraced in an overall conveyance by the City to Bankers Life so as to confirm that the City was exercising its rights under the Agreement of February 10, 1962, regarding the impossibility or undesirability of the transaction as respects all such lands including those already so conveyed. Mr. Cargill stated that, while he believed the City should so exer- cise its rights under the Agreement of February 10, 1962, he also believed that the City should agree to assist Bankers Life and Casualty Company in any way the City lawfully could so as to make certain that Bankers Life and Casualty Company Company could complete the transaction to the end that the benefits of the transaction to the City would be preserved. Mr. Cargill pointed out that such benefits would be of inestimable value to the City and that, indeed, the very pendency of the transaction had already benefited the City greatly. He said that, while any untoward 11i consequences to the City were certainly to be avoided, he believed that the Council should primarily focus upon the completion of the transaction since that would not only avoid such consequences but, most importantly, would secure to the City the lasting benefits of the transaction. All of the members of the Council concurred in this view of the matter. After further discussion, and upon motion duly made and seconded, the following recitals and resolutions were unanimously adopted: WHEREAS, the City has heretofore entered into a certain trans- action with the Professional Golfers' Association of America, (the "PGA") as now embodied in that certain Agreement dated April 24, 1963, (the "PGA Agreement ") between the City, PGA, Bankers Life and Casualty Company ( "Bankers Life ") and ,john D. MacArthur, and WHEREAS, certain lands hereinafter identified were conveyed to the City for the purpose of holding title thereto and U completing such transaction, and the City thereafter, with funds advanced by Bankers Life, made certain improvements to such lands in connection with such transaction, and WHEREAS, on February 10, 1962, the City, Bankers Life and American Airmotive Corporation entered into a certain Agree- ment (the "Feblruary Agreement ") which provided, among other things, that the City had the right and option to reconvey such Lands and improvements, and to assign the City's rights in respect of the PGA transaction, to Bankers Life if for any reason it appeared that the PGA transaction could not be completed or the City deemed it undesirable to do so, and WHEREAS, the City, pursuant to the February Agreement, here- tofore has conveyed to Bankers Life certain of such lands which were not necessary for the PGA transaction and which were so conveyed on the assumption that the City would com- plete such transaction, and WHEREAS, as of this time, the PGA transaction affirmatively appears, for the reasons set forth in the minutes of this meeting: (1) as a practical matter impossible of completion, and (2) in any case undesirable of completion by the City, as such, and WHEREAS, it is, accordingly, desirable and in the best inter- -/ ests of the City that the City exercise its such right and option under the February Agreement to the end that the City (1) relieve itself of responsibility and Liability for the transaction, and (2) in all events, and most impor- tantly, make it possible for the transaction to be com- pleted and the benefits thereof to the City be preserved. NOW,THEREFORE BE IT RESOLVED that the City exercise its right and option under Paragraph 5 of the February Agreement by: (1) reconveying to Bankers Life all of the lands conveyed to the City under deeds recorded in Official Records Book 716, Pages 136, 137 and 138, and Book 740, Page 81, and Book 892, Page 217 of the Public Records of Palm Beach County, Florida, for purposes of the transaction with PGA (together with all improvements thereto), including, without limitation, such land as has previously been conveyed by the City to Bankers Life under the proviisions of Paragraph 3 of the February Agreement, and (2) assign to Bankers Life all of the City's rights respecting such transaction, including, without limitation, those under the PGA Agreement plus those under any other agreement entered into by the City respecting the transaction; and RESOLVED FURTHER that, in accordance with the February Agreement, the Mayor of the City is hereby authorized and directed to give Bankers Life written notice of the exercise by the City of such right and option, and RESOLVED FURT14ER that the Mayor and Clerk of the City are hereby authorized to convey all of such lands (and improve - ments) to Bankers Life by virtue of such deed or deeds (or other instruments of conveyance) as they, in their sole judgment, shall deem proper in the circumstances, and RESOLVED FURTHER that the Moor and Clerk of the City are hereby authorized to assign all of such rights to Bankers Life by virtue of such instruments of assignment as they, in their sole judgment, shall deem proper in the circum- stances, and RESOLVED FURTHER that the Mayor and Clerk of the City are hereby authorized to enter into a supplementary agree- ment (of a form and substance approved by them) with Bankers Life concerning any and all matters which may be necessary or desirable to carry out the purpose of the foregoing conveyance and assignment and to more specif- ically provide for the discharge by Bankers Life of its obligations under the February Agreement, and RESOLVED FURTHER that, without limiting the generality of the foregoing, the City agree in such supplementary agree- ment to assist Bankers Life in carrying out the provisions of the FGA Agreement with PGA and otherwise as respects completing the PGA transaction to the extent that the City may lawfully do so, and tiJ RESOLVED FURTHER that the Mayor and Clerk of the City are hereby authorized, on behalf of the City and to the extent �J ADJOURNMENT ATTESTED: they may lawfully do so, to fully cooperate with Bankers Life, PGA and all others to the end that the transaction be completed and the benefits thereof to the City be preserved, and RESOLVED FURTHER that the Mayor and Clerk of the City are hereby authorized to execute and deliver, in the name and on behalf of the City, all such deeds, assignments, instru- ments of conveyance, agreements, certificates and other documents or instruments as they, in their sole judgment, shall deem proper to fully carry out the intent and purpose of these recitals and resolutions. There being no further business to come before the meeting, upon motion duly made, seconded and unanimously adopted, it was duly adjourned. WILLIAM L. CARGILL, T LERk- APPROVED: MAYOR NORMAN ROWLAND WILLIAM L. CARGiII PAUL D. DOOLEN HO PCE/MILLERk___ h � L. J. LEHA E