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HomeMy WebLinkAboutRes 2018-30 and SA-RDA072 - DDA - McCallum Theatre RESOLUTION NO. 2018-30 RESOLUTION NO. SA-RDA 072 STAFF REPORT CITY OF PALM DESERT/ SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY JOINT CONSIDERATION MEETING DATE: May 24, 2018 SUBMITTED BY: Veronica Tapia, Senior Management Analyst C44---- REQUEST: ADOPT CITY RESOLUTION NO018-SAND SUCESSOR AGENCY RESOLUTION NO. SA-RDA 072 APPROVING THE EXECUTION OF THE ASSIGNMENT OF THE SUCCESSOR AGENCY'S INTERESTS AND OBLIGATIONS UNDER A DISPOSITION AND DEVELOPMENT AGREEMENT AND RELATED DOCUMENTS FOR THE MCCALLUM THEATRE PROPERTY AND TAKING OTHER RELATED ACTIONS Recommendation By Minute Motion that the City of Palm Desert City Council and Agency Board: (i) Waive further reading and adopt Resolution N6918-30and Successor Agency Resolution No. SA-RDA 072 approving the execution of the assignment of the Successor Agency's obligations, rights and interests under a Disposition and Development Agreement, a Lease, Sublease and other documents relating to the McCallum Theatre property from the Successor Agency to the City of Palm Desert; and (ii) Authorize payment from the City to the Successor Agency in the amount of $50, in consideration of the assignment. Strategic Plan Approval of the assignment supports the Priority Number 3 to enhance Economic Development opportunities as they relate to the City's efforts to continue to create and attract entertainment and events that grow the economy and improve the quality of life for our residents. Executive Summary In 2001, the former Palm Desert Redevelopment Agency executed documents relating to a Disposition and Development Agreement, a lease, and a sublease as a means of ensuring that the McCallum Theatre--a respected and important regional performing arts and cultural facility -- would continue to operate at its location in the former G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Palm Desert-SA staff report re McCallum'rheatre assignment Joint Consideration 5-24-18 rev docx Staff Report Assignment of McCallum Theatre Lease and Related Actions May 24, 2018 Page 2 of 3 Redevelopment Agency's Project Area No. 1. These agreements remain in effect and bind the Successor Agency, as the successor to the former Redevelopment Agency. Staff recommends that the Board approve the assignment of the Successor Agency's obligations, rights and interests under these documents to the City, in furtherance of the Successor Agency's task to wind-down the former Redevelopment Agency's affairs. Background The McCallum Theatre, located at 73-000 Fred Waring Drive, is an important performing arts and cultural venue in the City of Palm Desert and the Coachella Valley region. The Theatre is operated by Friends of the Cultural Center, Inc., a California nonprofit public benefit corporation. In 2001, having determined that the continued operation of the Theatre at its present location would assist in the revitalization of Project Area No. 1, encourage private sector investment and create employment opportunities in the Project Area, the former Redevelopment Agency entered into agreements with Friends of the Cultural Center, Inc. and executed related documents. Pursuant to such documents, the former Redevelopment Agency assumed responsibilities as the tenant of the Theatre property and, in turn, subleased the property to Friends of the Cultural Center, for the rent of$1.00 per year. The arrangement serves to ensure that a performance arts facility would remain at its present location in the City until March 1, 2049, the end of the lease term. These agreements remain in effect and bind the Successor Agency, as the successor to the former Redevelopment Agency. Staff recommends that the Board approve the assignment of the Successor Agency's obligations, rights and interests under these documents to the City, as part of the wind-down of the former Redevelopment Agency's affairs. The City will pay $50.00 to the Successor Agency in consideration for such assignment. The assignment will be subject to the approval of the Oversight Board. By adopting the attached Resolution, the Successor Agency will be requesting the Oversight Board to take action to approve the assignment. After the Oversight Board adopts the related resolution, Staff will submit the Oversight Board resolution to the State Department of Finance for further approval. Staff expects to receive the State Department of Finance's determination in approximately 45 days after such submission. Fiscal Analysis The assignment of the Successor Agency's interests under the Theatre documents to the City is an effective way to: (i) terminate the Successor Agency's liabilities and obligations under such documents and (ii) continue to ensure that the Theatre remains at its present location to serve its function as an important performance arts and cultural center for the G'\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Palm Desert-SA staff report re McCallum Theatre assignment Joint Consideration 5-24-18 rev docx Staff Report Assignment of McCallum Theatre Lease and Related Actions May 24, 2018 Page 3 of 3 City and the region -- thereby encouraging private sector investment, creating employment opportunities in Project Area No. 1, and increasing revenues to the taxing entities. LEGAL REVIEW DEPT. REVIEW FINANCIAL REVIEW CITY MANAGER NIA4ifv. Reveiwed by RWG Martin Alvarez i,J._p,5eit Moore uri Aylaian Robert W. Hargreaves Director of Economic Director of Finance Executive Director City Attorney Development CONTENTS: Resolution No. 2018-30 Successor Agency Resolution No. SA-RDA 072 Draft Assignment and Assumption Agreement, between the Successor Agency and the City of Palm Desert G:\rda\Veronica Tapia\Word Piles\Staff Reports\Successor Agency\Palm Desert-SA staff report re McCallum Theatre assignment Joint Consideration 5-24-18 rev.docx RESOLUTION NO. 2018-30 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT APPROVING AN ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN THE CITY AND THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY PERTAINING TO THE SUCCESSOR AGENCY'S ASSIGNMENT OF INTERESTS AND OBLIGATIONS UNDER A DISPOSITION AND DEVELOPMENT AGREEMENT AND RELATED DOCUMENTS FOR THE MCCALLUM THEATRE PROPERTY AND TAKING OTHER RELATED ACTIONS RECITALS: A. The McCallum Theatre (the "Theatre"), located at 73-000 Fred Waring Drive (the "Property"), is an important performing arts and cultural venue in the City of Palm Desert (the "City") and the Coachella Valley region; and B. The Theatre is operated by Friends of the Cultural Center, Inc., a California nonprofit public benefit corporation (the "Center"); and C. The Property is located within one of the project areas of the former Palm Desert Redevelopment Agency (the "Former Agency"), designated Project Area No. 1, As Amended (the "Project Area"); and D. Having determined that the continued operation of the Theatre at its present location would assist in the revitalization of the Project Area, encourage private sector investment and create employment opportunities in the Project Area, in 2001, the Former Agency entered into agreements with the Center and executed related documents (collectively, the "Theatre Documents"); and E. Among the Theatre Documents are a Disposition and Development Agreement, dated as of June 28, 2011, an Amendment and Assignment of Ground Lease, dated as of July 26, 2001, a Lease, dated as of July 26, 2001 (the "Lease") and a Sublease, dated as of July 26, 2001 (the "Sublease"); and F. Pursuant the Theatre Documents, the Former Agency assumed responsibilities as the tenant under the Lease, and the Center agreed to pay rent of$1.00 per year as the subtenant under the Sublease; and G. The Theatre Documents serve to ensure that a performance arts facility would remain at the Property — to serve the Project Area, the City and the region — until March 1, 2049, the end of the term of the Lease and Sublease; and H. The Theatre Documents remain in the effect and bind the Successor Agency to the Palm Desert Redevelopment Agency (the "Successor Agency") as the successor to the Former Agency. G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Palm Desert-City Council reso re McCallum Theatre assignment 5-24- 8.docx RESOLUTION NO. 2018-30 I. In furtherance of the Successor Agency's task to wind-down the Former Agency's affairs, there has been prepared the form of an Assignment and Assumption Agreement (the "Assignment Agreement"), to be entered into by the Successor Agency and the City, whereby the Successor Agency will assign all of its obligations, rights and interests under the Theatre Documents to the City, in consideration for the City's payment of$50.00; and J. Pursuant to Section 34181(e), upon the direction of the Oversight Board of the Successor Agency, the Successor Agency may terminate its participation in an arrangement with any private party if such termination would reduce liability and increase revenues to taxing entities and would be in the best interests of the taxing entities; and K. The assignment of the Successor Agency's interests under the Theatre Documents to the City and the implementation of the Assignment Agreement are an effective way to: (i) terminate the Successor Agency's liabilities and obligations under the Theatre Documents and (ii) continue to ensure that the Theatre would remain at the Property to serve its function as an important performance arts and cultural center for the City and the region -- thereby encouraging private sector investment, creating employment opportunities in the Project Area, and increasing revenues to the taxing entities of the Project Area; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals are true and correct and are a substantive part of this Resolution. Section 2. Assignment Agreement. The Assignment Agreement, in the form attached hereto as Exhibit A, is hereby approved. The Mayor (or in the Mayor's absence, the Mayor Pro Tem) is hereby authorized to execute and deliver, for and in the name of the City, the Assignment Agreement, in substantially such form, with changes therein as the Mayor (or the Mayor Pro Tern, as the case may be) may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 3. Other Acts. The officers and Staff of the City are hereby authorized, jointly and severally, to do all things (including but not limited to the execution of any certificates or other instruments) which they may deem necessary or proper to effectuate the purposes of this Resolution and the Assignment Agreement, and consummate the assignment and assumption thereunder, and any such actions previously taken are hereby ratified and confirmed. -2- G:\rda\Veronica Tapia\Word Piles\Staff Reports\Successor Agency\Palm Desert-City Council reso re McCallum Theatre assignment 5-24- l8.docx RESOLUTION NO. 2018-30 PASSED, APPROVED and ADOPTED this 24th day of May, 2018. AYES: NOES: ABSENT: ABSTAIN: SABBY JONATHAN, MAYOR ATTEST: RACHELLE D. KLASSEN , CITY CLERK CITY OF PALM DESERT, CALIFORNIA -3- Ci:\rda\Veronica'I'apia\Word Filcs\Staff Reports\Successor Agency\Palm Desert-City Council reso re McCallum Theatre assignment 5-24- 18.docx EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT (substantial final form) G:\rda\Veronica'I apia\Word Piles\Stat Reports\Successor Agency\Palm Desert-City Council reso re McCallum Theatre assignment 5-24- I8.docx RECORDING REQUESTED BY: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92660 And when recorded return to: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92660 Attn: City Manager With a copy to: Richards, Watson & Gershon 355 S. Grand Ave., 40th Floor Los Angeles, CA 90071 Attn: Jim G. Grayson, Esq. SPACE.4BOJ'E 7711.5 LINE FOR RECORDER'S LSE This Assignment and Assumption Agreement is exempt from Recording Fees pursuant to California Government Code Sections 6103 and 27383 ASSIGNMENT AND ASSUMPTION AGREEMENT (McCallum Theatre) This ASSIGNMENT AND ASSUMPTION AGREEMENT(the "Agreement"), is dated as of , 2018, and is entered into by and between the SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY (the "Successor Agency"), and the CITY OF PALM DESERT, a California municipal corporation (the "City"). RECITALS A. The former Palm Desert Redevelopment Agency (the "Former Agency"), Friends of the Cultural Center, Inc. (the"Center"), McCallum Theatre Foundation, Inc. (the"Foundation"). and Desert Community College District (the "College"), entered into that certain Disposition and Development Agreement, dated as of June 28, 2001 and pertaining to that certain property described in Exhibit A attached hereto (the "DDA"). B. Pursuant to the DDA, the Former Agency was assigned and assumed certain of the rights and obligations of the Center in that certain ground lease by and between the College and the Center dated as of March 2, 1983 (as amended, the "Ground Lease") pursuant to that certain Amendment and Assignment of Ground Lease among the College, the Former Agency and the Center, and dated as of July 26, 2001 (and as described in that certain Memorandum of Assignment, Lease and Sublease dated July 26, 2001 and recorded as document 2001-347794 in the official records of the County of Riverside) (the "Assignment"). G1rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx C. Pursuant to the DDA, the Center and the Former Agency entered into that certain Lease with the Center, dated as of July 26, 2001 (the "Lease"). D. Pursuant to the DDA, the Former Agency entered into that certain Sublease with the Center, dated as of July 26, 2001 (the "Sublease"). E. Pursuant to AB X1 26 (enacted in June 2011, as modified by the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Ca1.4th 231(2011) ("Matosantos"), the Former Agency was dissolved as of February 1, 2012,the Successor Agency was established, and an oversight board to the Successor Agency was established. F. Pursuant to California Health and Safety Code ("HSC") Section 34175(b) and the California Supreme Court's decision in Matosantos, on February 1, 2012,properties of the Former Agency transferred to the control of the Successor Agency by operation of law, including the Former Agency's rights and obligations under the DDA, the Ground Lease, the Lease and the Sublease, and all other documents pertaining to and executed by the Former Agency in connection therewith. NOW, THEREFORE, for and in consideration of the following agreements of the parties hereto and the payment of Fifty Dollars ($50.00) by the City to the Successor Agency, the receipt of which is hereby acknowledged by the Successor Agency, the City and the Successor Agency hereby agree as follows: AGREEMENT 1. Assignment. As of the date hereof,the Successor Agency assigns to the City: (i) all of the Successor Agency's rights and interests in, under and to the DDA, the Ground Lease, the Lease,and the Sublease, and all other documents pertaining to and executed by the Former Agency in connection therewith; and (ii) all of the Successor Agency's obligations under the documents described in (i) above arising after the date hereof; it being agreed among the parties hereto that the Successor Agency shall retain the obligations or liability under such documents that arose prior to the date hereof. 2. Assumption. As of the date hereof, the City accepts the assignment of the Successor Agency's rights, interests in, under and to the DDA, the Ground Lease, the Lease and the Sublease, and all other documents pertaining to and executed by the Former Agency in connection therewith as described in Section 1(i), and assumes the obligations of Successor Agency thereunder arising after the date hereof 3. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. 4. Further Assurances. The parties hereto hereby agree to execute such other documents and perform such other acts as may be necessary or desirable to carry out the purposes of this Agreement. 5. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns. G:\rda\Veronica Tapia\Word Piles\Staff'Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx-2- 6. Attorneys' Fees. Should any action be brought arising out of this Agreement, including, without limitation, any action for declaratory or injunctive relief, each party shall bear their own attorneys' fees and costs and expenses of investigation as may be incurred. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first set forth above. SUCCESSOR AGENCY: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PALM DESERT By: Lauri Aylaian, Executive Director CITY: CITY OF PALM DESERT, a California municipal corporation By: Sabby Jonathan, Mayor Attest: Rachelle D. Klassen, City Clerk APPROVED AS TO FORM: RICIIARDS, WATSON & GERSHON, A Professional Corporation By: Jim Grayson Special Counsel to the Successor Agency G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx-3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 17, TOWNSHIP 5 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWESTERLY CORNER OF SECTION 17, TOWNSHIP 5 SOUTH, RANGE 6 EAST AND; THENCE ALONG THE WESTERLY LINE OF SAID SECTION NORTH 0° 02' 27" EAST, 1038.00 FEET; THENCE SOUTH 89° 57' 33" EAST, 55.00 FEET TO TI-IE TRUE POINT OF BEGINNING; THENCE SOUTH 89° 57' 33" EAST, 325.00 FEET TO A RADIAL POINT AT THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 200.00 FEET; ALONG SAID CURVE THROUGH AN ANGLE OF 90° 06' 33", AN ARC DISTANCE OF 314.54 FEET TO A RADIAL POINT AT THE END OF SAID CURVE; THENCE SOUTH 0° 09' 00" EAST, 98.24 FEET; THENCE NORTH 89° 51' 00" EAST, 216.77 FEET; THENCE SOUTH 0° 09' 00" EAST, 270.00 FEET; THENCE NORTH 89° 51' 00" EAST, 275.00 FEET; THENCE SOUTH 0° 09' 00" EAST, TO INTERSECT WITH A LINE PARALLEL TO AND 68.00 FEET NORTH OF THE SOUTHERLY LINE OF SECTION 17; THENCE ALONG SAID LINE SOUTH 89° 51' 00" WEST, 999.93 FEET TO A RADIAL, POINT AT THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 20.00 FEET; ALONG SAID CURVE THROUGH AN ANGLE OF 90° 11' 27", AN ARC DISTANCE OF 31.48 TO A POINT RADIAL TO A LINE PARALLEL WITH AND 55.00 FEET EAST OF TIIE WESTERLY LINE OF SECTION 17; THENCE ALONG SAID LINE TO -HIE TRUE POINT OF BEGINNING. (i:\rda\Veronica Tapia\Word Piles\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF RIVERSIDE On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s),or the entity(ies)upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF RIVERSIDE On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies)upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public G:\rda\Veronica Tapia\Word Piles\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum docx CONSENT TO ASSIGNMENT The Center, the Foundation and the College do hereby consent to the assignment of the interests and obligations of the Successor Agency to the City as described in the Agreement to which this consent is attached. CENTER: Friends of the Cultural Center, Inc. By: Name: Mitch Gershenfeld Title: President and Chief Executive Officer FOUNDATION: McCallum Theatre Foundation By: Name: Harold Matzner Title: Chairman By: Name: Mitch Gershenfeld Title: President and Chief Executive Officer COLLEGE: Desert Community College District By: Name: Aurora Wilson "Title: Board Chair G:\rda\Veronica Tapia\Word Piles\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF RIVERSIDE On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s),or the entity(ies) upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public G:\rda\Veronica•I apia\Word Files\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF RIVERSIDE On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s),or the entity(ies) upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public G:\rda\Veronica Tapia\Word Piles\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum docx A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF RIVERSIDE On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies) upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public G:\rda\Veronica Tapia\Word Piles\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx RESOLUTION NO. SA-RDA 072 A RESOLUTION OF THE BOARD DIRECTORS OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY APPROVING THE ASSIGNMENT OF THE SUCCESSOR AGENCY'S INTERESTS AND OBLIGATIONS UNDER A DISPOSITION AND DEVELOPMENT AGREEMENT AND RELATED DOCUMENTS FOR THE MCCALLUM THEATRE PROPERTY AND TAKING OTHER RELATED ACTIONS RECITALS: A. The McCallum Theatre (the "Theatre"), located at 73-000 Fred Waring Drive (the "Property"), is an important performing arts and cultural venue in the City of Palm Desert (the "City") and the Coachella Valley region; and B. The Theatre is operated by Friends of the Cultural Center, Inc., a California nonprofit public benefit corporation (the "Center"); and C. The Property is located within one of the project areas of the former Palm Desert Redevelopment Agency (the "Former Agency"), designated Project Area No. 1, As Amended (the "Project Area"); and D. Having determined that the continued operation of the Theatre at its present location would assist in the revitalization of the Project Area, encourage private sector investment and create employment opportunities in the Project Area, in 2001, the Former Agency entered into agreements with the Center and executed related documents (collectively, the "Theatre Documents"); and E. Among the Theatre Documents are a Disposition and Development Agreement, dated as of June 28, 2011, an Amendment and Assignment of Ground Lease, dated as of July 26, 2001, a Lease, dated as of July 26, 2001 (the "Lease") and a Sublease, dated as of July 26, 2001 (the "Sublease"); and F. Pursuant the Theatre Documents, the Former Agency assumed responsibilities as the tenant under the Lease, and the Center agreed to pay rent of$1.00 per year as the subtenant under the Sublease; and G. The Theatre Documents serve to ensure that a performance arts facility would remain at the Property — to serve the Project Area, the City and the region — until March 1, 2049, the end of the term of the Lease and Sublease; and H. The Theatre Documents remain in the effect and bind the Successor Agency to the Palm Desert Redevelopment Agency (the "Successor Agency") as the successor to the Former Agency. I. In furtherance of the Successor Agency's task to wind-down the Former Agency's affairs, there has been prepared the form of an Assignment and Assumption (i\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Palm Desert-SA reso re McCallum theater assignment 5-24-I8 docx RESOLUTION NO. SA-RDA 072 Agreement (the "Assignment Agreement"), to be entered into by the Successor Agency and the City, whereby the Successor Agency will assign all of its obligations, rights and interests under the Theatre Documents to the City, in consideration for the City's payment of $50.00; and J. Pursuant to Section 34181(e), upon the direction of the Oversight Board of the Successor Agency, the Successor Agency may terminate its participation in an arrangement with any private party if such termination would reduce liability and increase revenues to taxing entities and would be in the best interests of the taxing entities; and K. The assignment of the Successor Agency's interests under the Theatre Documents to the City and the implementation of the Assignment Agreement are an effective way to: (i) terminate the Successor Agency's liabilities and obligations under the Theatre Documents and (ii) continue to ensure that the Theatre would remain at the Property to serve its function as an important performance arts and cultural center for the City and the region -- thereby encouraging private sector investment, creating employment opportunities in the Project Area, and increasing revenues to the taxing entities of the Project Area; NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals are true and correct and are a substantive part of this Resolution. Section 2. Approval of Assignment. The assignment of the Successor Agency's obligations, rights and interests under the Theatre Documents to the City is hereby approved. Each of the Chair of this Board, the Vice Chair of this Board and the Executive Director of the Successor Agency (each, an "Authorized Officer"), acting individually, is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Assignment Agreement in substantially the form attached hereto as Exhibit A, with changes therein as the Authorized Officer may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 3. Oversight Board Action. The Oversight Board is hereby requested to approve and direct: (i) the Successor Agency's assignment of its obligations, rights and interests under the Theatre Documents to the City; and (ii) the Successor Agency's execution and delivery of the Assignment Agreement. The Agency Secretary is hereby directed to transmit this Resolution to the Oversight Board for consideration at the earliest possible date. Section 4. Other Acts. The Authorized Officers and other officers and Staff members of the Successor Agency are hereby authorized, jointly and severally, to do all things (including but not limited to the execution of any certificates or other instruments) which they may deem necessary or proper to effectuate the purposes of the Assignment -2- G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Palm Desert-SA reso re McCallum theater assignment 5-24-18.docx RESOLUTION NO. SA-RDA 072 Agreement and this Resolution, and any such actions previously taken are hereby ratified and confirmed. PASSED, APPROVED and ADOPTED this 24th day of May, 2018. AYES: NOES: ABSENT: ABSTAIN: SABBY JONATHAN, CHAIR ATTEST: RACHELLE D. KLASSEN, SECRETARY SUCCESSOR AGENCY TO PALM DESERT REDEVELOPMENT AGENCY -3- G.\rda\Veronica"Tapia\Word Piles\Staff Reports\Successor Agency\Palm Desert-SA reso re McCallum theater assignment 5-24-18.docx EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT (substantial final form) (i:\rda\Veronica'I apia\Word Files\StatiReports\Successor Agency\Palm Desert-SA reso re McCallum theater assignment 5-24-18 docx RECORDING REQUESTED BY: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92660 And when recorded return to: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92660 Attn: City Manager With a copy to: Richards, Watson & Gershon 355 S. Grand Ave., 40th Floor Los Angeles, CA 90071 Attn: Jim G. Grayson, Esq. SPACE ABOVE THIS LINE FOR RECORDER'S CSI. This Assignment and Assumption Agreement is exempt from Recording Fees pursuant to California Government Code Sections 6103 and 27383 ASSIGNMENT AND ASSUMPTION AGREEMENT (McCallum Theatre) "I'his ASSIGNMENT AND ASSUMPTION AGREEMENT(the "Agreement"), is dated as of , 2018, and is entered into by and between the SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY (the "Successor Agency"), and the CITY OF PALM DESERT, a California municipal corporation (the "City"). RECITALS A. The former Palm Desert Redevelopment Agency (the "Former Agency"), Friends of the Cultural Center, Inc. (the"Center"), McCallum Theatre Foundation, Inc. (the"Foundation"), and Desert Community College District (the "College"), entered into that certain Disposition and Development Agreement, dated as of June 28, 2001 and pertaining to that certain property described in Exhibit A attached hereto (the "DDA"). B. Pursuant to the DDA, the Former Agency was assigned and assumed certain of the rights and obligations of the Center in that certain ground lease by and between the College and the Center dated as of March 2, 1983 (as amended, the "Ground Lease") pursuant to that certain Amendment and Assignment of Ground Lease among the College, the Former Agency and the Center, and dated as of July 26, 2001 (and as described in that certain Memorandum of Assignment, Lease and Sublease dated July 26, 2001 and recorded as document 2001-347794 in the official records of the County of Riverside) (the "Assignment"). G.\rda\Veronica Tapia\word Files\Staff Rcports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .doex C. Pursuant to the DDA, the Center and the Former Agency entered into that certain Lease with the Center, dated as of July 26, 2001 (the "Lease"). D. Pursuant to the DDA, the Former Agency entered into that certain Sublease with the Center, dated as of July 26, 2001 (the "Sublease"). E. Pursuant to AB X1 26 (enacted in June 2011, as modified by the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal.4tli 231(2011) ("Matosantos"), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was established, and an oversight board to the Successor Agency was established. F. Pursuant to California health and Safety Code ("HSC") Section 34175(b) and the California Supreme Court's decision in Matosantos,on February 1, 2012,properties of the Former Agency transferred to the control of the Successor Agency by operation of law, including the Former Agency's rights and obligations under the DDA, the Ground Lease, the Lease and the Sublease,and all other documents pertaining to and executed by the Former Agency in connection therewith. NOW, THEREFORE, for and in consideration of the following agreements of the parties hereto and the payment of Fifty Dollars ($50.00) by the City to the Successor Agency, the receipt of which is hereby acknowledged by the Successor Agency, the City and the Successor Agency hereby agree as follows: AGREEMENT 1. Assignment. As of the date hereof,the Successor Agency assigns to the City: (i) all of the Successor Agency's rights and interests in, under and to the DDA, the Ground Lease, the Lease,and the Sublease, and all other documents pertaining to and executed by the Former Agency in connection therewith; and (ii) all of the Successor Agency's obligations under the documents described in (i) above arising after the date hereof; it being agreed among the parties hereto that the Successor Agency shall retain the obligations or liability under such documents that arose prior to the date hereof. 2. Assumption. As of the date hereof, the City accepts the assignment of the Successor Agency's rights, interests in, under and to the DDA, the Ground Lease, the Lease and the Sublease, and all other documents pertaining to and executed by the Former Agency in connection therewith as described in Section 1(i), and assumes the obligations of Successor Agency thereunder arising after the date hereof. 3. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. 4. Further Assurances. The parties hereto hereby agree to execute such other documents and perform such other acts as may be necessary or desirable to carry out the purposes of this Agreement. 5. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns. G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx-2- 6. Attorneys' Fees. Should any action be brought arising out of this Agreement, including, without limitation, any action for declaratory or injunctive relief, each party shall bear their own attorneys' fees and costs and expenses of investigation as may be incurred. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first set forth above. SUCCESSOR AGENCY: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PALM DESERT By: Lauri Aylaian, Executive Director CITY: CITY OF PALM DESERT, a California municipal corporation By: Sabby Jonathan, Mayor Attest: Rachelle D. Klassen, City Clerk APPROVED AS TO FORM: RICHARDS, WATSON & GERSHON, A Professional Corporation By: Jim Grayson Special Counsel to the Successor Agency G.\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum docx-3- EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 17, TOWNSHIP 5 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWESTERLY CORNER OF SECTION 17, TOWNSHIP 5 SOUTH, RANGE 6 EAST AND; THENCE ALONG THE WESTERLY LINE OF SAID SECTION NORTH 0° 02' 27" EAST, 1038.00 FEET; THENCE SOUTH 89° 57' 33" EAST, 55.00 FEET TO 'HIE TRUE POINT OF BEGINNING; THENCE SOUTH 89° 57' 33" EAST, 325.00 FEET TO A RADIAL POINT AT THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 200.00 FEET; ALONG SAID CURVE THROUGH AN ANGLE OF 90° 06' 33", AN ARC DISTANCE OF 314.54 FEET TO A RADIAL POINT AT THE END OF SAID CURVE; TI IENCE SOUTH 0° 09' 00" EAST, 98.24 FEET; THENCE NORTH 89° 51' 00" EAST, 216.77 FEET; THENCE SOUTH 0° 09' 00" EAST, 270.00 FEET; TI IENCE NORTH 89° 51' 00" EAST, 275.00 FEET; THENCE SOUTH 0° 09' 00" EAST, TO INTERSECT WITH A LINE PARALLEL TO AND 68.00 FEET NORTH OF THE SOUTHERLY LINE OF SECTION 17; THENCE ALONG SAID LINE SOUTH 89° 51' 00" WEST, 999.93 FEET TO A RADIAL POINT AT THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 20.00 FEET; ALONG SAID CURVE THROUGH AN ANGLE OF 90° 11' 27", AN ARC DISTANCE OF 31.48 TO A POINT RADIAL TO A LINE PARALLEL WITH AND 55.00 FEET EAST OF THE WESTERLY LINE OF SECTION 17; THENCE ALONG SAID LINE TO THE TRUE POINT OF BEGINNING. G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF RIVERSIDE On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s),or the entity(ies)upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF RIVERSIDE On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies) upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx CONSENT TO ASSIGNMENT The Center, the Foundation and the College do hereby consent to the assignment of the interests and obligations of the Successor Agency to the City as described in the Agreement to which this consent is attached. CENTER: Friends of the Cultural Center, Inc. By: Name: Mitch Gershenfeld Title: President and Chief Executive Officer FOUNDATION: McCallum Theatre Foundation By: Name: Harold Matzner Title: Chairman By: Name: Mitch Gershenfeld Title: President and Chief Executive Officer COLLEGE: Desert Community College District By: Name: Aurora Wilson Title: Board Chair G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF RIVERSIDE On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s),or the entity(ies)upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public (;:\rda\Veronica Tapia\Word Piles\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF RIVERSIDE On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s),or the entity(ies)upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public G:\rda\Veronica.Fapia\Word Files\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF RIVERSIDE On before me, Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity(ies)upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public G\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Assignment and Assumption Agreement-SA to City Palm Desert-McCallum .docx