HomeMy WebLinkAboutRes OB-052A (2)OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE
PALM DESERT REDEVELOPMENT AGENCY
STAFF REPORT
REQUEST: AUTHORIZE THE SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMENT AGENCY (SUCCESSOR AGENCY) TO
APPROVE SECOND AMENDMENT TO THE EXISTING
DISPOSITION AND DEVELOPMENT AGREEMENT ALLOWING THE
CONVEYANCE OF ROPERTY KNOWN AS A.P.N. 694-160-003 /
PARCEL B (11.5 ACRES) TO THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA (UCR) PURSUANT TO EXISTING OPTION
AGREEMENT
SUBMITTED BY: Martin Alvarez, Director of Economic Development
DATE: October 7, 2013
CONTENTS: OB Resolution No.OB - 052A
Second Amendment to UCR DDA / Option Agreement
Grant Deed
State Department of Finance approval letter
Parcel B Map
Recommendation
1) That the Oversight Board waive further reading and adopt Resolution No.
OB - 052A authorizing approval of the Second Amendment to the existing
Disposition and Development Agreement (DDA) with UCR allowing the
conveyance of real property known as A.P.N 694-160-003 / Parcel B (11.5
acres) from the Successor Agency to the Palm Desert Redevelopment
Agency to the Regents of the University of California (UCR), pursuant to
existing Option Agreement.
Executive Summary
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On September 10, 2013, Oversight Board of the Successor Agency to the Palm Desert
Redevelopment Agency (Oversight Board) reviewed the second amendment to the
Disposition and Development agreement that would facilitate the transfer of 11.5 acres to
UCR and a future school of medicine. This item was continued to allow staff to work with
UCR to address concerns raised by the Oversight Board regarding the Successor
Agency/City having lack of control over the access points, types of land uses/quantities and
the future design of buildings. Staff has worked with UCR to provide modifications to the
agreement to address these concerns. A redline and clean version of the agreements is
attached to this report for your review and consideration. Staff will provide a full
presentation on the changes to the agreement at the October 10, 2013 meeting.
Oversight Board Staff Report
Authorize Transfer of Parcel B per UCR's Option Agreement
October 7, 2013
Page 2 of 4
Background
RES. NO. OB - 052A
On March 22, 2001, the former Palm Desert Redevelopment Agency entered into a
Disposition and Development Agreement (DDA) with the Regents of the University of
California, on behalf of its Riverside campus, and Richard J. Heckmann Foundation to
facilitate the creation of the University of California Riverside — Palm Desert Campus and its
existing facilities (see attached DDA). The DDA facilitated the construction of infrastructure
and facilities for the International Center of Entrepreneurial Management (ICEM) and the A.
Gary Anderson Graduate School of Management. The DDA was subsequently amended
on December 12, 2002 allowing the conveyance of 8.5 acres for $1.00 to the Regents of the
University of California, Riverside, after the completion of the facility improvements (see
attached First Amendment to DDA).
Upon the completion of the UCR-Palm Desert improvements (Phase 1), and pursuant to the
DDA, UCR was granted a 25-year option to acquire title of an 11.5 acre site located
adjacent to the UCR-Palm Desert Campus know as Parcel B (see attached site map).
Parcel B is intended to accommodate the expansion of the UCR Palm Desert Campus and
future uses consistent with UCR's education mission (see attached Option Agreement).
Pursuant to the Option Agreement, the purchase price of the Parcel B is $1.00, subject to
the terms, conditions, and covenants of the DDA.
Oversight Board of the Successor Agency to the Palm Desert Redevelopment Agency
(Oversight Board):
On December 3, 2012, Oversight Board approved the transfer of the 11.5 acres (Parcel B)
to UCR for a public use and the development of UCR's School of Medicine contingent to:
1. Ratification by the University Planning Committee established by the existing DDA.
2. Approval of a mutually agreed upon Grant Deed addressing three conditions:
a. City review of future access points to Parcel B
b. City review of project design, location and height of buildings
c. No sale, transfer or use of Parcel B except for educational purposes (i.e. UCR
educational mission); and
3. Approval by the Successor Agency to the Palm Desert Redevelopment Agency
On March 9, 2013, the State Department of Finance issued an approval letter (see
attached), granting approval of the transfer of Parcel B to UCR pursuant to the existing
DDA's and Option Agreement.
\\srv-fiI2k3\groups\rda\Mar1n Alvarez\2013\OSB\OBsr-UCR Opt,on Parcel Transfer 10-7-13 doc
Oversight Board Staff Report
Authorize Transfer of Parcel B per UCR's Option Agreement
October 7, 2013
Page 3 of 4
RES. NO. OB - 052A
On April 25, 2013, the University Planning Committee reviewed and approved the transfer
of Parcel B (11.5 acres) to UCR. The approval of the transfer included addressing three
conditions listed above on the final grant deed.
On June 13, 2013, the Successor Agency approved the transfer of the site to UCR also
subject to the agreed upon language addressing the above specified conditions on final
grant deed.
Second Amendment to DDA
Over the last two months, staff, UCR and our legal counsels have been in discussion on the
appropriate language to use on the grant deed that would meet the City's three conditions
listed above, while providing flexibility in future land uses that would allow for public private
uses, leases and agreements that would facilitate the project development and meet UCR
educational goals.
To address the three conditions identified above, staff and UCR developed a Second
Amendment to the DDA to provide additional clarity to the proposed conditions requested
by the City, and provide flexibility in the types of allowable land uses that would facilitate
financing the construction of the medical educational facility. In addition to identifying the
City's requirement to review access points to Parcel B and review of project design, the
Second Amendment specifically identifies UCR's ability to use public private partnerships
and/or leases with a third party in support of UCR mission. In addition, the amendment
provides specificity in the permitted uses including operation of medical services, clinical
enterprises, medical facilities, retail, commercial, restaurant, food concessionaires, student
union, athletic, and recreational facilities, student, familial and elder housing, bookstore and
other services permitted by applicable legal requirements. Both UCR and City's legal
counsels have mutually drafted the amendment and is acceptable to both parties as drafted.
UCR has met the conditions of the DDA's and the Option Agreement dated January 31,
2003 and staff recommends that the Oversight Board approve the Second Amendment to
the DDA, authorize the transfer of Parcel B (11.5 acres) to the UCR and the recordation of
the attached grant deed.
\\srv-fi12k3\groupsVda\Martin Alvarez\2013\OSB\OBsr-UCR Option Parcel Transfer 10-7-13 doc
Oversight Board Staff Report
Authorize Transfer of Parcel B per UCR's Option Agreement
October 7, 2013
Page 4of4
Fiscal Analysis
There is no fiscal impact associated with this action.
Submitted By:
in Alvarez,
director of Economic Development
auI S. Gibson, Director of Finance
val:
j), ' C::=.,
M. Wohlmuth, Executive Director
RES. NO. OB - 052A
Moore, Director of Housing
\\srv-fi12k3\groupsVda\Martin Alvarez\2013\OSB\OBsr-UCR Option Parcel Transfer 10-7-13 doe
RESOLUTION NO. OB - o52A
A RESOLUTION OF THE OVERSIGHT BOARD OF DIRECTORS FOR
THE SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMENT AGENCY AUTHORIZING APPROVING SECOND
AMENDMENT TO UCR DDA ALLOWING THE CONVEYANCE OF A
PORTION OF PROPERTY KNOWN AS A.P.N. 694-160-003 / PARCEL
B (11.5 ACRES) TO THE REGENTS OF THE UNIVERSITY OF
CALIFORNIA (UCR) PURSUANT TO EXISTING OPTION AGREEMENT
RECITALS:
A. Pursuant to Health and Safety Code Section 34179(3), all actions taken by
the Oversight Board for Successor Agency to the Palm Desert Redevelopment Agency
(Oversight Board) shall be adopted by resolution.
There has been presented to this Oversight Board for approval of Second
Amendment to existing UCR DDA and the conveyance of a portion of real property
(11.5 acres) to the Regents of the University of California -Riverside for the expansion of
educational programs at the UCR-Palm Desert Campus and pursuant to the existing
Option Agreement entered in to on January 31, 2003.
NOW, THEREFORE, THE OVERSIGHT BOARD FOR THE SUCCESSOR
AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY HEREBY FINDS,
DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS:
Section 1. The above recitals are true and correct and are a substantive part
of this Resolution.
Section 2. The Oversight Board hereby adopts Resolution No. OB-052A
approving the Second Amendment to existing UCR DDA and the transfer of 11.5 acres
to the Regents of California -Riverside as public use land pursuant to the existing Option
Agreement, which both are made a part hereof and attached hereto as "Exhibit 'A;".
Section 3. The staff of the Successor Agency is hereby directed to provide the
State Department of Finance ("DOF") written notice and information regarding the action
taken by the Oversight Board in Section 2 of this Resolution. Such notice and
information shall be provided by electronic means and in a manner of DOF's choosing.
Section 4. The officers of the Oversight Board and staff of the Successor
Agency are hereby authorized and directed, jointly and severally, to do any and all
things which they may deem necessary or advisable to effectuate this Resolution.
1
RES. NO. OB - 052A
PASSED, APPROVED AND ADOPTED this day of , 2013.
AYES:
NOES:
ABSENT:
ABSTAIN:
ROBERT A. SPIEGEL, CHAIR
ATTEST:
RACHELL D. KLASSEN, SECRETARY
OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY
TO THE PALM DESERT REDEVELOPMENT AGENCY
2
RESOLUTION NO. OB - 052A
EXHIBIT A
OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE
PALM DESERT REDEVELOPMENT AGENCY
• SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT DATED MARCH 21, 2001
• OPTION AGREEMENT DATED JANUARY 31, 2003
• FORM OF GRANT DEED
SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT
THIS SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT (together with each of its Exhibits, "Second Amendment"), dated as of
2013 (the "Effective Date") is entered into by and among, on the
one hand, the Successor Agency to the Palm Desert Redevelopment Agency, a public
body, corporate and politic ("SARDA") and the City of Palm Desert, a California charter
city (the "City") (SARDA and the City are referred to collectively in this Second
Amendment as the "City Entities") and, on the other hand, The Regents of the University
of California, a California public corporation, on behalf of its Riverside campus ("UCR")
and is executed with reference to the following circumstances as described herein. The
City Entities and UCR may be referred to individually as a "Party" or collectively as the
"Parties."
RF.CITAL.S
A. SARDA and UCR are parties to that certain Disposition and Development
Agreement dated as of March 22, 2001 (the "Disposition Agreement") and that certain
First Amendment to Disposition and Development Agreement dated as of December 12,
2002 (the "First Amendment").
B. UCR and the City Entities now wish to memorialize certain agreements
with respect to the Site and the contemplated development of Parcel B (as such terms are
defined in the Disposition Agreement) all as more particularly described in this Second
Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other good and
valuable consideration and of the mutual covenants contained in this Second Amendment
UCR and the City Entities agree as follows:
1. Definitions.
Except as otherwise expressly defmed in this Second Amendment all defmed
terms used in this Second Amendment shall have the meaning ascribed to such term in
the Disposition Agreement or the First Amendment, as the case may be.
72500.0000118224446.4 1
2. Current Status of Development.
2.1 Completion Date, The Completion Date (as such term is defined
in Section 3.1 of the First Amendment) with respect to the Phase I Center Improvements
(as such term is defined in Section of the First Amendment) occurred on
, 2005 (the "Phase I Center Improvements Completion Date").
2.2 Loan. The Loan (as such term is defined in Section 3.1.3 of the
First Amendment) has been paid in full by UCR and UCR has no further obligation with
respect to the Loan.
2.3 UCR Performance., UCR has performed all of its obligations and
covenants set forth in the Disposition Agreement and the First Amendment and no Event
of Default has occurred or is continuing with respect to the Disposition Agreement or the
First Amendment.
3. Option Agreement.
SARDA and UCR have entered into that certain Option Agreement dated
(the "Option Agreement") with respect to Parcel B. A true and complete
copy of the Option Agreement is attached to this Second Amendment as Exhibit A and
by this reference incorporated herein. Notwithstanding any term or provision of the
Option Agreement, UCR and the City Entities agree that:
3.1 The Term (as such term is defined in Section 1.1 of the Option
Agreement) commenced on the Phase I Center Improvements Completion Date (i.e.,
1 and expires on , 2030, the twenty fifth (25th)
anniversary of the Phase I Center Improvements Completion Date; and
3.2 On execution of this Second Amendment by UCR and the City
Entities, all of the conditions precedent set forth in Section 1.2 of the Option Agreement
have been satisfied.
4. Development of Parcel B.
4.1 Permitted Uses.
SARDA's transfer of Parcel B to UCR is with the understanding that Parcel B will be put
to public use, such that UCR shall pursue directly, and/or through nublic/oublic or public/
private partnership(s) and/or lease(s) to a third partv (or anv combination thereof),
development of Parcel B in support of UCR's mission,speeifteally including for the
currently contemplated operation of programs and services related to the UCR School of
Medicine (SOM) in the Coachella Valley (collectivel , the "Permitted Uses")._ _ - - - -{ Formatted: Highlight
The Permitted Uses shall
include only those with a primarily educational, medical, research or public service
72500.00001\8224446.4
2
purpose (the "Primary Uses"), including operation of medical services, clinical
enterprises, medical facilities and ancillary uses directly related to those Primary Uses,
including litniteel-appreyriate-retail, commercial, restaurant, food concessionaires, student
union, athletic and recreational facilities, student ; familial and cldcr-housing,
bookstore and other service uses which are _
illipermitted under any applicable legal or regulatory requirements ("Ancillary Uses");
provided, however, UCR acknowledges its current intent to
focus on such Permitted Uses as are directly related to operation of medical services,
clinical enterprises, and medical facilities.
4.2 City Entities' Consent and Waiver.
Notwithstanding any other term or provision of the Disposition Agreement or the First
Amendment, the City Entities hereby consent to UCR developing Parcel B in furtherance
of the Permitted Uses. In addition, without limiting the generality of the foregoing and as
contemplated by Section 4.1 of the First Amendment, the City Entities hereby consent to
UCR leasing all or a portion of Parcel B to a third party, including, without limitation, a
public private partnership on terms which are acceptable to UCR in its sole and absolute
discretion (the "Development Lease(s)"). Except for the following provisions, the City
Entities waive the provisions of Section 4.2 of the Disposition Agreement with respect to
the development of Parcel B in furtherance of the Permitted Uses, whether such
development is pursued by UCR directly or through a Development Lease:
a. Access of Parcel B to any public right of way shall require
the prior written consent of the Director of Public Works for the City of Palm Desert,
which consent shall not be unreasonably withheld or delayed. UCR shall provide the
City Entities with a minimum of sixty (60) days prior written notification of any proposed
new public right of way (or proposed changes to any existing public right-of-way) with
an opportunity for the City Entities to comment and approve such new or proposed
change to a right-of-way, which approval shall not be unreasonably withheld or delayed.
UCR shall have fifteen (15) days after the receipt of comments from the City Entities to
provide responses in writing.
- -( Formatted: Highlight
b. UCR shall provide the City Entities with written
notification of the design intent, height and location of all improvements on Parcel B,
including a conceptual plan, a minimum of sixty (60) days prior UCR's anticipated
approval of such improvements. All improvements shall comport with UCR Design
guidelines, previde$-lr;which stipulate that the design, scale, height,
setbacks ements-and color/material palette of all improvements shall -be eenistent
congruent with existing improvements on Parcel Al as 111111111111Ldefmed in the -1 Formatted: Highlight
Disposition Agreement. All landscaping on Parcel B shall ee-be consistent with
Coachella Valley Water District water efficiency standards. The City Entities shall have
thirty (30) days to review such conceptual plan and provide comments in writing to UCR.
UCR shall either incorporate such comments into the design of the improvements or
72500.00001%8224446.4 3
provide a reasonably detailed written explanation to the City as to why such comments
will not be so included.
4.3 No Reverter.
Notwithstanding any term or provision of the Disposition Agreement or the First
Amendment, the City Entities hereby acknowledge that during the term of the
Development Lease, or any successor lease entered into with a lender pursuant to the
terms of the Development Lease, the City Entities shall have no right to require the
reversion or sale of Parcel B whatsoever. Without limiting the generality of the
foregoing, the City Entities acknowledge that the provisions of Section 3.4 of the First
Amendment shall not be applicable under any circumstances or at any time during the
term of the Development Lease, including, without limitation, in the event a lender or any
other party exercise their respective rights and remedies under the terms of the
Development Lease or any other document or instrument entered into in connection with
the Development Lease including, without limitation, any security, instruments
evidencing indebtedness and which encumber all or a part of Parcel B.
5. Form of Grant Deed.
At Closing (as such term is defined in Section 4.4 of the Option Agreement) fee simple
title to Parcel B shall be conveyed to UCR by a grant deed substantially in the form of
Exhibit B attached hereto and by this reference incorporated herein (the "Parcel B Grant
Deed"). Whenever the term Grant Deed is used in the Disposition Agreement, the First
Amendment, the Option Agreement or any exhibit attached thereto such term shall refer
to the Parcel B Grant Deed.
6. Department of Finance.
The Parties shall cooperate and use their reasonable best efforts to obtain promptly the
approval of the terms of this Second Amendment by the State of California Department
of Finance.
7. Further Assurances.
At the reasonable request of UCR, the City Entities shall provide UCR with such
additional written instruments as may be required in order for UCR to enter into a
Development Lease(s) on the terms contemplated in Section 4.2 of the First Amendment,
including, without limitation, terms which will allow the Development Lease(s) to be
financeable on commercially reasonable terms.
8. Interpretation.
To the extent there is any inconsistency between the terms of the Disposition Agreement
or the First Amendment, on the one hand, and the terms of this Second Amendment, on
the other hand, the terms of this Second Amendment shall control. The Disposition
72500.00001\8224446.4 4
Agreement and First Amendment shall remain in full force and effect except to the extent
they are modified by this Second Amendment
9. Indemnity
Section 6.1 of the Disposition Agreement ("UCR's Indemnity") is hereby amended to
add the following provision:
"(iii) the transfer to UCR of Parcel B, including, but not limited to, any and all
liability for taxes or other assessments arising out of the transfer of Parcel B, the
Permitted Uses or any non-govemmental use of any portion of Parcel B."
10. Governinz Law,
This Second Amendment and the rights of the parties hereto shall be governed by the law
of the State of California.
11. Counters r► ,
This Second Amendment may be executed simultaneously in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.
12. Third Party Beneficiaries.
This Second Amendment is made and entered into for the benefit of UCR, the City
Entities, parties to any Development Lease and each of their respective successors and
assigns. No other person shall have any right of action based upon any provision of this
Second Amendment.
(signature page to follow)
72500.0000118224446.4 5
SIGNATURE PAGE TO
SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT
IN WITNESS WHEREOF, the City Entities and UCR have entered into this Second
Amendment as of the day and year first above written.
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA,
a California public corporation, on behalf of its Riverside campus
By:
Its:
CITY OF PALM DESERT, a California charter city
By:
Its:
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT
AGENCY, a public body, corporate and politic
By:
Its:
72500.0000118224446.4 6
EXHIBIT B
FORM OF GRANT DEED
Recording Requested by and
when recorded return to and mail tax statements to:
Regents of the University of California,
1111 Franklin Street
Oakland, CA 94607-5200
Attn: Director of Real Estate
Assessor's Parcel Map No.:
Exempt from Recording Fees Pursuant to Government Code§ 6103
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY,
a public body, corporate and politic ("Grantor"), hereby GRANTS to
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, A CALIFORNIA
PUBLIC CORPORATION, ON BEHALF OF ITS RIVERSIDE CAMPUS ("Grantee")
the following described real property, including all water, oil, mineral, gas, and geothermal rights,
and including the right to extract the same from said real property, if and to the extent any such rights
are held by the Grantor (collectively, the "Property") located in City of Palm Desert, County of
Riverside, State of California:
See Exhibit A attached hereto and incorporated herein by reference.
SUBJECT TO, all easements, covenants, conditions, restrictions, reservations and rights of way and all
the matters of record.
RESERVING AND EXCEPTING THEREFROM.
1. This Grant of the Property is furtherance of the purposes of the Redevelopment Plan for
Project 2 of the Palm Desert Redevelopment Agency and a Disposition and Development Agreement
entered into by and between Grantor and Grantee dated as of March 22, 2001, as amended pursuant to the
terms of a First Amendment, dated December 12, 2002, as further amended pursuant to the terms of a
Second Amendment, dated , 2013 (the "Second Amendment"), the terms of which are
incorporated herein by reference (as so amended, the "Agreement"). A copy of the Agreement is
available for public inspection at the offices of the Grantor, 73-510 Fred Waring Drive, Palm Desert,
California 92260.
72500.00001%8224446.4 B-1
2. The Property is conveyed upon the conditions hereinafter specified, upon the
violation or failure of any of which title to said Property may revert to and vest in Grantor as
provided in the Agreement; provided, however, that no reversion of the Property shall occur unless
and until a failure or violation of one of the conditions hereafter specified actually occurs, and Grantor
gives Grantee written notice thereof specifying the particular failure or violation in the manner and
time period provided in Section 7.1 of the Agreement, and such failure or violation shall not have
been cured or remedied within the time period provided therefor in the Agreement. The conditions are:
A. The Property and the improvements located thereon shall be developed and
used in the manner and the provisions of the Agreement provided for in Section 4 of the Second
Amendment and other provisions of the Agreement, including, without limitation, development pursuant
to a Development Lease(s) as such term is defined in Section 4.2 of the Second Amendment.
B. By acceptance hereof, Grantee agrees, for itself, its successors and assigns, to
refrain from restricting the rental, sale or lease of the Property on the basis of race, color, creed,
religion, ancestry, sex, marital status, national origin or age of any person in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself
or any persons claiming under or through it establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees, or vendees in the Property. The foregoing covenants shall
run with the land.
All deeds, leases or contracts entered into with respect to the Property shall contain or be subject to
substantially the following nondiscrimination or nonsegregation clauses:
(i) In deeds: "The grantee herein covenants by and for himself or herself,
his or her heirs, executors, administrators and assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group of persons on
account of race, color, creed, religion, national origin, sex, marital status, age or ancestry in the sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall
the himself or herself, or any person claiming under or through him or her, establish or permit any
such practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein
conveyed. The foregoing covenants shall run with the land."
(ii) In leases: "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators and assigns, and all persons claiming under or through him or
her, and this lease is made and accepted upon and subject to the following conditions: That there be no
discrimination against or segregation of any person or group of persons, on account of age, race, color,
creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring,
use or occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself or herself,
or any person claiming under or through him or her, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, sublessees, subtenants or vendees in the land herein leased."
(iii) in contracts: "There shall be no discrimination against or segregation
of, any person, or group of persons on account of race, color, creed, religion, age, national
origin, sex, marital status or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the land, nor shall the transferee himself or herself or any person claiming under or
through him or her, establish or permit any such practice or practices of discrimination or
72500.0000118224446.4 B-2
segregation with reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees of the land."
3. All covenants and conditions contained in this Grant Deed, or incorporated herein by
reference to the Agreement, shall run with the land and shall be binding for the benefit of Grantor
and its successors and assigns and such covenants and conditions shall run in favor of the Grantor and
for the entire period during which the covenants and conditions shall be in force and effect, without
regard to whether the Grantor is or remains an owner of any land or interest therein to which such
covenants and conditions relate. The Grantor, in the event of any breach of any such covenants and
conditions, shall have the right to exercise all of the rights and remedies provided herein or in
the Agreement, or otherwise available, and to maintain any actions at law or suits in equity or
other property proceedings to enforce the curing of such breach. The covenants and conditions
contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor
and its successors and assigns.
IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of the date set forth below.
Dated:
SUCCESSOR AGENCY TO THE PALM
DESERT REDEVELOPMENT AGENCY,
a public body, corporate and politic
By:
Title:
72500.00001 %8224446.4 B-3
SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT
THIS SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT (together with each of its Exhibits, "Second Amendment"), dated as of
, 2013 (the "Effective Date") is entered into by and among, on the
one hand, the Successor Agency to the Palm Desert Redevelopment Agency, a public
body, corporate and politic ("SARDA") and the City of Palm Desert, a California charter
city (the "City") (SARDA and the City are referred to collectively in this Second
Amendment as the "City Entities") and, on the other hand, The Regents of the University
of California, a California public corporation, on behalf of its Riverside campus ("UCR")
and is executed with reference to the following circumstances as described herein. The
City Entities and UCR may be referred to individually as a "Party" or collectively as the
"Parties."
RECITALS
A. SARDA and UCR are parties to that certain Disposition and Development
Agreement dated as of March 22, 2001 (the "Disposition Agreement") and that certain
First Amendment to Disposition and Development Agreement dated as of December 12,
2002 (the "First Amendment").
B. UCR and the City Entities now wish to memorialize certain agreements
with respect to the Site and the contemplated development of Parcel B (as such terms are
defined in the Disposition Agreement) all as more particularly described in this Second
Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other good and
valuable consideration and of the mutual covenants contained in this Second Amendment
UCR and the City Entities agree as follows:
1. Definitions.
Except as otherwise expressly defined in this Second Amendment all defined
terms used in this Second Amendment shall have the meaning ascribed to such term in
the Disposition Agreement or the First Amendment, as the case may be.
72500.00001\8224446.4 1
2. Current Status of Development.
2.1 Completion Date. The Completion Date (as such term is defined
in Section 3.1 of the First Amendment) with respect to the Phase I Center Improvements
(as such term is defined in Section of the First Amendment) occurred on
, 2005 (the "Phase I Center Improvements Completion Date").
2.2 Loan. The Loan (as such term is defined in Section 3.1.3 of the
First Amendment) has been paid in full by UCR and UCR has no further obligation with
respect to the Loan.
2.3 UCR Performance. UCR has performed all of its obligations and
covenants set forth in the Disposition Agreement and the First Amendment and no Event
of Default has occurred or is continuing with respect to the Disposition Agreement or the
First Amendment.
3. Option Agreement.
SARDA and UCR have entered into that certain Option Agreement dated
(the "Option Agreement") with respect to Parcel B. A true and complete
copy of the Option Agreement is attached to this Second Amendment as Exhibit A and
by this reference incorporated herein. Notwithstanding any term or provision of the
Option Agreement, UCR and the City Entities agree that:
3.1 The Term (as such term is defined in Section 1.1 of the Option
Agreement) commenced on the Phase I Center Improvements Completion Date (i.e.,
) and expires on , 2030, the twenty fifth (25th)
anniversary of the Phase I Center Improvements Completion Date; and
3.2 On execution of this Second Amendment by UCR and the City
Entities, all of the conditions precedent set forth in Section 1.2 of the Option Agreement
have been satisfied.
4. Development of Parcel B.
4.1 Permitted Uses.
SARDA's transfer of Parcel B to UCR is with the understanding that Parcel B will be put
to public use, such that UCR shall pursue directly, and/or through public/public or
public/private partnership(s) and/or lease(s) to a third party (or any combination thereof),
development of Parcel B in support of UCR's mission, including for the currently
contemplated operation of programs and services related to the UCR School of Medicine
(SOM) in the Coachella Valley (collectively, the "Permitted Uses"). Should the currently
contemplated SOM program, in the sole discretion of the University prove unfeasible,
UCR shall use Parcel B for other Permitted Uses. The Permitted Uses shall include only
those with a primarily educational, medical, research or public service purpose (the
72500.00001 \8224446.4 2
"Primary Uses"), including operation of medical services, clinical enterprises, medical
facilities and ancillary uses directly related to those Primary Uses, including retail,
commercial, restaurant, food concessionaires, student union, athletic and recreational
facilities, student and familial housing, bookstore and other service uses which are
appropriate to the mission of the University and permitted under any applicable legal or
regulatory requirements ("Ancillary Uses"); provided, however, UCR acknowledges its
current intent to focus on such Permitted Uses as are directly related to operation of
medical services, clinical enterprises, and medical facilities.
4.2 City Entities' Consent and Waiver.
Notwithstanding any other term or provision of the Disposition Agreement or the First
Amendment, the City Entities hereby consent to UCR developing Parcel B in furtherance
of the Permitted Uses. In addition, without limiting the generality of the foregoing and as
contemplated by Section 4.1 of the First Amendment, the City Entities hereby consent to
UCR leasing all or a portion of Parcel B to a third party, including, without limitation, a
public private partnership on terms which are acceptable to UCR in its sole and absolute
discretion (the "Development Lease(s)"). Except for the following provisions, the City
Entities waive the provisions of Section 4.2 of the Disposition Agreement with respect to
the development of Parcel B in furtherance of the Permitted Uses, whether such
development is pursued by UCR directly or through a Development Lease:
a. Access of Parcel B to any public right of way shall require
the prior written consent of the Director of Public Works for the City of Palm Desert,
which consent shall not be unreasonably withheld or delayed. UCR shall provide the
City Entities with a minimum of sixty (60) days prior written notification of any proposed
new public right of way (or proposed changes to any existing public right-of-way) with
an opportunity for the City Entities to comment and approve such new or proposed
change to a right-of-way, which approval shall not be unreasonably withheld or delayed.
UCR shall have fifteen (15) days after the receipt of comments from the City Entities to
provide responses in writing.
b. UCR shall provide the City Entities with written
notification of the design intent, height and location of all improvements on Parcel B,
including a conceptual plan, a minimum of sixty (60) days prior UCR's anticipated
approval of such improvements. All improvements shall comport with UCRPD Design
Guidelines dated October 1, 2013, which stipulate that the design, scale, height, setbacks
and color/material palette of all improvements be congruent with existing improvements
on Parcel A, as that parcel is defined in the Disposition Agreement. All landscaping on
Parcel B shall be consistent with Coachella Valley Water District water efficiency
standards. The City Entities shall have thirty (30) days to review such conceptual plan
and provide comments in writing to UCR. UCR shall either incorporate such comments
into the design of the improvements or provide a reasonably detailed written explanation
to the City as to why such comments will not be so included.
72500.00001 \8224446.4 3
4.3 No Reverter.
Notwithstanding any term or provision of the Disposition Agreement or the First
Amendment, the City Entities hereby acknowledge that during the term of the
Development Lease, or any successor lease entered into with a lender pursuant to the
terms of the Development Lease, the City Entities shall have no right to require the
reversion or sale of Parcel B whatsoever. Without limiting the generality of the
foregoing, the City Entities acknowledge that the provisions of Section 3.4 of the First
Amendment shall not be applicable under any circumstances or at any time during the
term of the Development Lease, including, without limitation, in the event a lender or any
other party exercise their respective rights and remedies under the terms of the
Development Lease or any other document or instrument entered into in connection with
the Development Lease including, without limitation, any security, instruments
evidencing indebtedness and which encumber all or a part of Parcel B.
5. Form of Grant Deed.
At Closing (as such term is defined in Section 4.4 of the Option Agreement) fee simple
title to Parcel B shall be conveyed to UCR by a grant deed substantially in the form of
Exhibit B attached hereto and by this reference incorporated herein (the "Parcel B Grant
Deed"). Whenever the term Grant Deed is used in the Disposition Agreement, the First
Amendment, the Option Agreement or any exhibit attached thereto such term shall refer
to the Parcel B Grant Deed.
6. Department of Finance.
The Parties shall cooperate and use their reasonable best efforts to obtain promptly the
approval of the terms of this Second Amendment by the State of California Department
of Finance.
7. Further Assurances.
At the reasonable request of UCR, the City Entities shall provide UCR with such
additional written instruments as may be required in order for UCR to enter into a
Development Lease(s) on the terms contemplated in Section 4.2 of the First Amendment,
including, without limitation, terms which will allow the Development Lease(s) to be
financeable on commercially reasonable terms.
8. Interpretation.
To the extent there is any inconsistency between the terms of the Disposition Agreement
or the First Amendment, on the one hand, and the terms of this Second Amendment, on
the other hand, the terms of this Second Amendment shall control. The Disposition
Agreement and First Amendment shall remain in full force and effect except to the extent
they are modified by this Second Amendment
72500.00001 \8224446.4 4
9. Indemnity
Section 6.1 of the Disposition Agreement ("UCR's Indemnity") is hereby amended to
add the following provision:
"(iii) the transfer to UCR of Parcel B, including, but not limited to, any and all
liability for taxes or other assessments arising out of the transfer of Parcel B, the
Permitted Uses or any non -governmental use of any portion of Parcel B."
10. Governing Law.
This Second Amendment and the rights of the parties hereto shall be governed by the law
of the State of California.
11. Counterparts.
This Second Amendment may be executed simultaneously in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.
12. Third Party Beneficiaries.
This Second Amendment is made and entered into for the benefit of UCR, the City
Entities, parties to any Development Lease and each of their respective successors and
assigns. No other person shall have any right of action based upon any provision of this
Second Amendment.
(signature page to follow)
72500.00001 \8224446.4 5
SIGNATURE PAGE TO
SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT
IN WITNESS WHEREOF, the City Entities and UCR have entered into this Second
Amendment as of the day and year first above written.
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA,
a California public corporation, on behalf of its Riverside campus
By:
Its:
CITY OF PALM DESERT, a California charter city
By:
Its:
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT
AGENCY, a public body, corporate and politic
By:
Its:
72500.00001\8224446.4 6
EXHIBIT B
FORM OF GRANT DEED
Recording Requested by and
when recorded return to and mail tax statements to:
Regents of the University of California,
1111 Franklin Street
Oakland, CA 94607-5200
Attn: Director of Real Estate
Assessor's Parcel Map No.:
Exempt from Recording Fees Pursuant to Government Code§ 6103
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY,
a public body, corporate and politic ("Grantor"), hereby GRANTS to
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, A CALIFORNIA
PUBLIC CORPORATION, ON BEHALF OF ITS RIVERSIDE CAMPUS ("Grantee")
the following described real property, including all water, oil, mineral, gas, and geothermal rights,
and including the right to extract the same from said real property, if and to the extent any such rights
are held by the Grantor (collectively, the "Property") located in City of Palm Desert, County of
Riverside, State of California:
See Exhibit A attached hereto and incorporated herein by reference.
SUBJECT TO, all easements, covenants, conditions, restrictions, reservations and rights of way and all
the matters of record.
RESERVING AND EXCEPTING THEREFROM.
1. This Grant of the Property is furtherance of the purposes of the Redevelopment Plan for
Project 2 of the Palm Desert Redevelopment Agency and a Disposition and Development Agreement
entered into by and between Grantor and Grantee dated as of March 22, 2001, as amended pursuant to the
terms of a First Amendment, dated December 12, 2002, as further amended pursuant to the terms of a
Second Amendment, dated , 2013 (the "Second Amendment"), the terms of which are
incorporated herein by reference (as so amended, the "Agreement"). A copy of the Agreement is
available for public inspection at the offices of the Grantor, 73-510 Fred Waring Drive, Palm Desert,
California 92260.
72500 (10001\8224446.4 B-1
2. The Property is conveyed upon the conditions hereinafter specified, upon the
violation or failure of any of which title to said Property may revert to and vest in Grantor as
provided in the Agreement; provided, however, that no reversion of the Property shall occur unless
and until a failure or violation of one of the conditions hereafter specified actually occurs, and Grantor
gives Grantee written notice thereof specifying the particular failure or violation in the manner and
time period provided in Section 7.1 of the Agreement, and such failure or violation shall not have
been cured or remedied within the time period provided therefor in the Agreement. The conditions are:
A. The Property and the improvements located thereon shall be developed and
used in the manner and the provisions of the Agreement provided for in Section 4 of the Second
Amendment and other provisions of the Agreement, including, without limitation, development pursuant
to a Development Lease(s) as such term is defined in Section 4.2 of the Second Amendment.
B. By acceptance hereof, Grantee agrees, for itself, its successors and assigns, to
refrain from restricting the rental, sale or lease of the Property on the basis of race, color, creed,
religion, ancestry, sex, marital status, national origin or age of any person in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself
or any persons claiming under or through it establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees, or vendees in the Property. The foregoing covenants shall
run with the land.
All deeds, leases or contracts entered into with respect to the Property shall contain or be subject to
substantially the following nondiscrimination or nonsegregation clauses:
(i) In deeds: "The grantee herein covenants by and for himself or herself,
his or her heirs, executors, administrators and assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group of persons on
account of race, color, creed, religion, national origin, sex, marital status, age or ancestry in the sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall
the himself or herself, or any person claiming under or through him or her, establish or permit any
such practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein
conveyed. The foregoing covenants shall run with the land."
(ii) In leases: "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators and assigns, and all persons claiming under or through him or
her, and this lease is made and accepted upon and subject to the following conditions: That there be no
discrimination against or segregation of any person or group of persons, on account of age, race, color,
creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring,
use or occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself or herself,
or any person claiming under or through him or her, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, sublessees, subtenants or vendees in the land herein leased."
(iii) In contracts: "There shall be no discrimination against or segregation
of, any person, or group of persons on account of race, color, creed, religion, age, national
origin, sex, marital status or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the land, nor shall the transferee himself or herself or any person claiming under or
through him or her, establish or permit any such practice or practices of discrimination or
72500.00001 \8224446.4 B-2
segregation with reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees of the land."
3. All covenants and conditions contained in this Grant Deed, or incorporated herein by
reference to the Agreement, shall run with the land and shall be binding for the benefit of Grantor
and its successors and assigns and such covenants and conditions shall run in favor of the Grantor and
for the entire period during which the covenants and conditions shall be in force and effect, without
regard to whether the Grantor is or remains an owner of any land or interest therein to which such
covenants and conditions relate. The Grantor, in the event of any breach of any such covenants and
conditions, shall have the right to exercise all of the rights and remedies provided herein or in
the Agreement, or otherwise available, and to maintain any actions at law or suits in equity or
other property proceedings to enforce the curing of such breach. The covenants and conditions
contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor
and its successors and assigns.
IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of the date set forth below.
Dated:
SUCCESSOR AGENCY TO THE PALM
DESERT REDEVELOPMENT AGENCY,
a public body, corporate and politic
By:
Title:
72500.00001 \8224446.4 B-3
EXHIBIT A
OPTION AGREEMENT
(see attached)
OPTION AGREEMENT
TIiIS OPTION AGREEMENT (this "Agreement"), dated as of January 31, 2003
(the "Effective Date"), by and between the PALM DESERT REDEVELOPMENT
AGENCY, a public body, corporate and politic ("Seller"), and THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA, a California corporation, on behalf of its Riverside
campus ("Buyer").
RECITALS
A. Seller is the owner of that certain real property located at the northeast
corner of Frank Sinatra Drive and Cook Street within the City of Palm Desert, California,
within one mile of Interstate 10 and four miles from State Route 111, containing
approximately eleven (11) acres, which is more particularly described in Exhibit A
attached hereto and incorporated herein by this reference (the "Property"). Buyer desires
to have an option to purchase the Property if Buyer desires to expand the International
Center for Entrepreneurial Management (the "ICEM") to be operated under the auspices
of the A. Gary Anderson Graduate School of Management, University of California,
Riverside, that will be located on approximately eight (8) acres of real property adjacent
to the Property (the "Project").
B. In connection with the Project and this Agreement, Buyer, Seller and The
Richard 1. Heckmann Foundation, a California mutual benefit corporation ("Heckmann"),
have entered into a Disposition and Development Agreement dated as of March 22, 2001,
that has been amended pursuant to the terms of a First.Amendment of Disposition and
Development Agreement, dated of even date herewith (the "DDA"). Capitalized terms
not otherwise defined herein shall have the meaning ascribed thereto in the DDA.
C. Buyer desires to obtain an option to purchase the Property from Seller in
order to facilitate the expansion of the Project and Seller is willing to grant such an option
to Buyer on the terms and conditions hereinafter set forth.
AGREEMENT
IN CONSIDERATION of the above recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and
Buyer agree as follows:
ARTICLE I
GRANT OF OPTION
Section 1.1 Option and Term. As of the date hereof, Seller grants to Buyer an
option (the "Option") during the Term (as hereinafter defined) hereof to purchase from
Seller, subject to the terms, covenants and conditions set forth herein, the Property
P6402\0001 \721061.1
together with any and all rights, privileges and easements appurtenant thereto owned by
Seller. The term of the Option (the "Tenn") shall commence upon the date when
construction of the Phase 1 Center Improvements or Phase II Center Improvements by
Buyer is complete as provided in the DDA and shall expire at midnight upon the earlier
of (a) the date which is twenty-five (25) years thereafter, unless terminated as provided
herein, or (b) the date of termination of, or Event of Default by Buyer under, the DDA.
Notwithstanding anything to the contrary contained in this Agreement, this Agreement
shall terminate on February 28, 2006 if prior to such date (which date of February 28,
2006 is the contemplated completion date for the construction of the Phase II Center
Improvements and which date shall be extended by the same number of days as the
completion date for the construction of the Phase 1I Center Improvements may be
extended under the DDA) construction of the Phase I Center Improvements or Phase II
Center lmprovcrnents has not been completed as provided in the DDA.
Section 1.2 Exercise. If the following conditions precedent are met: (a) Buyer is
not in default hereunder or an Event of Default by Buyer has not occurred under the
DDA, (b) Buyer owns fee simple title to Parcel A and has completed construction of
either the Phase I Center improvements or the Phase II Center Improvements as provided
in the DDA, (c) Buyer certifies or provides proof satisfactory to Seiler that Buyer has the
necessary funding sufficient to construct and maintain improvements for the expansion of
ICEM's educational facilities (which expansion facilities shall be subject to review
pursuant to Section 4.2 of the DDA) (the "Expansion Facilities"), and (d) Buyer agrees in
writing that the Expansion Facilities shall be constructed upon all or a substantial portion
of the Property and be used and maintained as required by the DDA, then Buyer, during
the Tenn, may exercise the Option to purchase the Property by giving Seller written
notice (the "Option Notice"), in the manner specified by Article VI hereunder, of its
intent to exercise the Option prior to the expiration of the Term.
Section 1.3 Purchase Price for the Property. The Purchase Price for the Property
shall be the sum of $1,00, based upon the fair reuse value of the Property subject to the
terms, conditions, and covenants of the DDA.
Section 1.4 Maintenance of Property Durintr Option Period. During the Term,
but only prior to the Buyer's exercise of the Option, Seller shall maintain the Property in
a manner consistent with Seller's practices used with respect to other vacant property
owned by Seller and shall not voluntarily encumber the Property without the prior written
consent of Buyer which shall not be unreasonably withheld or delayed.
P6402\00011721061.1
ARTICLE 11
(INTENTIONALLY RESERVED)
2
ARTICLE 111
BUYER 'S EXAMINATION
Section 3.1 Buyer's Independent Investigation Period. Seller grants to Buyer a
ONE HUNDRED TWENTY (120) day review period, the start of which shall he
established by Buyer providing a written notice to Seller, during which time Buyer is
permitted to enter upon the Property as provided in Section 3.2 herein, investigate all
matters surrounding Buyer's intended use of the Property and other relevant
investigations concerning the Property ("Buyer's Independent Investigation Period").
Buyer acknowledges and agrees that prior to the delivery of the Option Notice it will
have been given a full opportunity to inspect and investigate each and every aspect of the
Property, either independently or through agents of Buycr's choosing, including, without
limitation:
(a) All matters relating to title, together with all governmental and other legal
requirements such as taxes, assessments, zoning, use permit requirements
and building codes.
(b) The physical condition of the Property. Such examination of the physical
condition of the Property may include an examination for the presence or
absence of hazardous or toxic materials, substances or wastes, or
petroleum products or by-products (collectively, "Hazardous Materials"),
which shall be performed or arranged by Buyer at Buyer's sole expense.
(c) Any recorded easements and/or visible access rights affecting the
Property.
(d) Any other documents or agreements of significance affecting the Property,
provided such documents or agreements have been recorded, are part of
the public records or are otherwise disclosed by Seller.
(e) All other matters affecting the Property.
Section 3.2 Entry onto the Property by Buyer. Seller agrees to permit Buyer or
its representatives to enter onto the Property at any time during Buyer's Independent
Investigation Period for the purpose of making reasonable studies, investigations,
engineering tests or surveys. All such studies, investigations, tests or surveys are to be
made at Buyer's expense. Prior to any entry to perform any invasive testing Buyer shall
give Seller seventy-two (72) hours' advance written notice thereof directed to Mr. Carlos
Ortega, telephone: (760) 346-0611, facsimile (760) 341-6372, including with such notice
the identity of the company or persons who will perform such testing and the proposed
scope of the testing. If Buyer or its agents, employees or contractors take any sample
from the Property in connection with any such testing, Buyer shall provide to Seller a
portion of such sample being tested to allow Seller, if it so chooses, to perform its own
testing. Seller, or its representative(s), may be present to observe any testing or other
inspection performed on the Property. Buyer shall promptly deliver to Seller copies of
P6402\00011721061.t
3
any reports relating to any studies, investigations, testing or other inspection of the
Property performed by Buyer or its agents, employees or contractors. In the event Buyer
does not exercise the Option, any damage to the Property caused by Buyer's
investigations shall be restored to as good a condition as previously existed, including
without limitation the appropriate closure of any test wells which may be drilled on the
Property.
Buyer shall maintain, and shall assure that its contractors maintain, public liability
and property damage insurance in the amount of at least Two Million Dollars
($2,000,000) and in form and substance adequate to insure against all liability of Buyer
and its agents, employees or contractors arising out of any entry or inspections of the
Property pursuant to the provisions hereof, provided that in Buyer's case, Buyer shall be
entitled to maintain an equivalent program of self-insurance. Buyer shall provide Seller
with evidence of all such insurance coverage within five (5) business days of Seller's
request and prior to any entry upon the Property. Buyer shall defend, indemnify and hold
Seller harmless from and against any costs, damages, liabilities, losses, expenses, liens or
claims (including, without limitation, reasonable attorney's fees) arising out of or relating
to any entry on the Property by Buyer, its agents, employees or contractors in the course
of performing the inspections, testing or inquiries provided for in this Agreement, but
only in proportion to and to the extent that any such costs, damages, liabilities, losses,
expenses, liens or claims (including, without limitation, attorney's fees) arise from the
negligent or wrongful acts or omissions of Buyer, its officers, agents, or employees. The
foregoing indemnity shall survive beyond the Closing, or if the sale is not consununated,
beyond the termination of this Agreement.
Section 3.3 Buyer's Acknowledgment. BUYER SPECIFICALLY
ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS
PURCHASING THE PROPERTY ON AN "AS IS," "WHERE IS" AND "WITH ALL
FAULTS" BASIS AND THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN,
BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF
ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS
AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY,
INCLUDING WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical
condition of the Property, (ii) the quality, nature, adequacy, and physical condition of
soils, geology and any ground water, (iii) the existence, quality, nature, adequacy and
physical condition of utilities serving the Property, (iv) the development potential of the
Property, and the Property's use, habitability, merchantability, or fitness, suitability,
value or adequacy of the Property for any particular purpose, (v) the zoning or other legal
status of the Property or any other public or private restrictions on use of the Property,
(vi) the compliance of the Property or its operation with any applicable codes, laws,
regulations, statutes, ordinances, covenants, conditions and restrictions of any
governmental or quasi- governmental entity or of any other person or entity, (vii) the
presence of Hazardous Materials on, under or about the Property or the adjoining or
neighboring property, (viii) the condition of title to the Property, (ix) any agreements
affecting the Property and (x) the economics of the Property.
P640210001 t721061.1
Section 3.4 Release. Without limiting the above, Buyer on behalf of itself and its
successors and assigns waives its right to recover from, and forever releases and
discharges, Seller, Seller's subsidiaries, parents and affiliates, the partners, trustees,
shareholders, directors, officers, employees and agents of each of them, and their
respective heirs, successors, personal representatives and assigns (collectively, the "Seller
Related Parties"), from any and all demands, claims, legal or administrative proceedings,
losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses
whatsoever (including, without limitation, attorney's fees and costs), whether direct or
indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in
any way be connected with the physical condition of the Property or any law or
regulation applicable thereto, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42
U.S.A. Sections 6901 et sue.), the Resources Conservation and Recovery Act of 1976 (42
U.S.A. Section 6901 et seq.), the Clean Water Act (33 U.S.A. Section 1251, et seq.), the
Safe Drinking Water Act (14 U.S.A. Section 1401 et Egg..), the Hazardous Materials
Transportation Act (49 U.S.A. Section 1801, et sue.), the Toxic Substance Control Act
(15 U.S.A. Section 2601, et seq.), the California Hazardous Waste Control Law
(California Health and Safety Code Section 25100, et seq.), the Porter -Cologne Water
Quality Control Act (California Water Code Section 13000 et se .), and the Safe
Drinking Water and Toxic Enforcement Act of 1986 (California Health and Safety Code
Section 25249.5, et. sue.). However, in no event shall the foregoing be construed as a
release of any third parties other than Seller and the Seller Related Parties, and the
foregoing shall not release the Seller or the Seller Related Parties from any liability
arising out of Seller's or the Seller Related Parties' willful misconduct or negligent
actions occurring atler Closing (as hereinafter defined).
Buyer expressly waives the benefits of Section 1542 of the California Civil Code,
which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICI-I IF KNOWN
TO HIM MUST HAVE MATERIALLY AFFECTED TIME SETTLEMENT WITH THE
DEBTOR."
Initials of
Buyer
Seller
Section 3.5 Representations and Warranties of Seller. Seller represents and
warrants to Buyer that Seller is a public body, corporate and politic, duly organized,
validly existing and in good standing under the laws and the Constitution of the State of
California and that this Agreement and all documents executed by Seller which are to be
delivered to Buyer (i) are or at the time of Closing will be duly authorized, executed and
delivered by Seller and (ii) are or at the time of Closing will be legal, valid and binding
obligations of Seller.
Section 3.6 Representations and Warranties of Buyer. Buyer represents and
warrants to Seller that Buyer is a constitutional corporation established by the
Constitution of the State of California and that this Agreement, and all documents
P6402\0001 V 2106 .1
5
executed by Buyer which are to be delivered to Seller (i) are or at the time of Closing will
be duly authorized, executed and delivered by Buyer, (ii) are or at the time of Closing
will be legal. valid and binding obligations of Buyer, and (iii) do not and at the time of
Closing will not violate any provision of any agreement or judicial order to which Buyer
is a party or to which Buyer is subject.
Section 3.7 Survival of Representations and Warranties. All representations and
warranties of Seller and Buyer contained in this Agreement shall survive the Closing,
provided that in the case of breach of either the Buyer's or Seller's representations, each
must give each other written notice of any claim it may have for a breach of any such
representation or warranty within six (6) months of the Closing. Any claim which either
party may have at any time, whether known or unknown, which is not asserted within
such 6-month period shall not be valid or effective, and the respective party shall have no
liability with respect thereto.
ARTICLE IV
CLOSING AND ESCROW
Section 4.1 Conveyance. Conveyance shall be by the Grant Deed subject to all
matters of record.
Section 4.2 Evidence of Title. Prior to Closing, and as a condition of Closing for
Buyer's benefit, Buyer shall obtain at Buyer's sole cost a California Land Title
Association ("CLTA") or an American Land Title Association ("ALTA") Policy of Title
Insurance in an amount reasonably determined by Buyer, committing to insure in Buyer
good and merchantable title in fee simple, free and clear of all liens and encumbrances
except those which are reasonably acceptable to Buyer. All title policies and
endorsements of any kind shall be at Buyer's sole cost and expense.
Section 4.3 Escrow Instructions. Upon execution of this Agreement, the parties
hereto shall deposit an executed counterpart of this Agreement with a California licensed
title company that is mutually selected by Buyer and Seller (the "Title Company"), and
this instrument shall serve as the instructions to the Title Company as the escrow holder
for consummation of the purchase and sale contemplated hereby. Seller and Buyer agree
to execute such reasonable additional and supplementary escrow instructions as may be
appropriate to enable the Title Company to comply with the terms of this Agreement;
provided, however, that in the event of any conflict between the provisions of this
Agreement and any supplementary escrow instructions, the terms of this Agreement shall
control.
Section 4.4 Closing. The closing of the sale hereunder (the "Closing") shall be
held and delivery of all items to be made at Closing under the terms of this Agreement
shall be made at the offices of the Title Company within sixty (60) days after Seller's
receipt of the Option Notice before 1:00 p.m. local time, or such other later date and time
as Buyer and Seller may mutually agree upon in writing (the "Closing Date"). Such date
P6402'\0001\721061.1
6
and time may not be extended without the prior written approval of both Seller and
Buyer.
Section 4.5 Deposit of Documents.
(a)
At or before the Closing, Seller shall deposit into escrow the following
items:
(1) the duly executed and acknowledged Grant Deed conveying the
Property to Buyer;
(2) an affidavit pursuant to Section 1445 (b) (2) of the Federal Code,
that Seller is not a "foreign person" within the meaning of Section
1445 (1) (3) of the Federal Code; and properly executed California
Fonn 590 certifying that Seller has a permanent place of business
in California or is qualified to do business in California.
(b) Buyer and Seller shall each deposit such other instruments as are
reasonably required by the Title Company or otherwise required to close
the escrow and consummate the purchase and sale of the Property in
accordance with the terms hereof.
Section 4.6 Prorations.
(a) Real property taxes and assessments; water, sewer and utility charges;
annual permits and/or inspection fees (calculated on the basis of the period
covered); and any other expenses normal to the operation and maintenance
of the Property shall be prorated as of 12:01 a.tn. an the date the deed is
recorded, on the basis of a 365-day year. Seller and Buyer hereby agree
that if any of the aforesaid prorations cannot be calculated as soon as
reasonably practicable after the Closing Date, then either party owing the
other party a sum of money based on such subsequent proration(s) shall
promptly pay said sum to the other party.
(b) Any transfer taxes applicable to the sale, title premiums, and recording
charges shall be paid by Bayer, as shall escrow fees as the parties intend
that any and all expenses of the escrow and the sate and transfer of the
Property shall be paid by Buyer.
Section 4.7 Possession. Possession of the Property shall be given to Buyer on the
Closing Date.
ARTICLE V
TERMINATION UPON DEFAULT
Upon any default by Buyer in the payment of any amounts due hereunder or
under the DDA, Seller may elect, by written notice to Buyer, to terminate this Agreement
P6402\0001 \721061.1
7
unless such monetary default is cured to Seller's satisfaction within fifteen (15) days of
Buyer's receipt of Seller's notice. Upon any non -monetary default by Buyer pursuant to
this Agreement or the DDA, Seller may elect, by written notice to Buyer, to terminate
this Agreement unless such non -monetary default is cured to Seller's satisfaction within
thirty (30) days of Buyer's receipt of Seller's notice, provided, however, that such 30-day
period shall be extended to a maximum of sixty (60) days if Buyer has commenced such
cure within the thirty (30) day period and is diligently prosecuting such cure to
completion. Without limiting the foregoing, this Agreement may be terminated by Seller
as provided in the DDA. Upon any such termination of this Agreement, neither party
shall have any further rights, obligations, or liabilities hereunder except as expressly
provided herein for matters surviving such termination.
ARTICLE VI
NOTICES
Section 6.1 Notices. When notices are provided for herein, the same shall be in
writing and served upon the parties at the addresses listed in this Section. Any notice
shall be either (i) sent by U.S. registered or certified mail, return receipt requested, in
which case it shall be deemed delivered three (3) business days after being deposited in
the U.S. mail; or (ii) sent by nationally recognized overnight courier, in which case it
shall be deemed delivered one (1) business day after deposit with such courier; or (iii)
sent by telecommunication ("Fax") during normal business hours in which case it shall be
deemed delivered on the day sent, provided as to items (ii) and (iii) that a duplicate
original is sent by registered or certified mail, return receipt requested on the same day
the original notice was sent. The addresses and Fax numbers listed in this Section may
be changed by written notice to the other parties, provided, however, that no notice of
change of address or Fax number shall be effective until the date of delivery of such
notice. Copies of notices are for informational purposes only and a failure to give or
receive copies of any notice shall not he deemed a failure to give notice.
SELLER: Mr. Carlos L. Ortega
Executive Director
Palm Desert Redevelopment Seller
73-510 Fred Waring Drive
Palm Desert, California 92260
Telephone: (760) 346-0611
Facsimile: (760) 341-6372
With a Copy to:
P6402\0001%721061.1
Richards, Watson & Gershon
A Professional Corporation
355 South Grand Avenue, 40th Floor
Los Angeles, California 90071
Attention: William L. Strausz, Esq.
Telephone: (213) 626-8484
Facsimile: (213) 626-0078
8
BUYER: University of California, Riverside
Attn: C. Michael Webster
Vice Chancellor Administration
4123 1-Iinderaker Mall
Riverside, California 92521
Telephone: (909) 787-2680
Facsimile: (909) 787-2381
With a copy to:
And to:
University of California, Riverside
Attn: Lisa lljulberg, Real Estate Services Manager
B-206 Highlander Hall
Riverside, California 92512
Telephone: (909) 787-3388
Facsimile: (909) 787-3299
University of California
Office of the President
Attn: Real Estate Services Group
1111 Franklin Street, 6th Floor
Oakland, California 94607-5200
Telephone: (510) 987-9033
Or to such other address as either party may from time to tirne specify in writing to the
other party. Any notice shall be effective only upon delivery.
ARTICLE VIl
MISCELLANEOUS
Section 7.1 Applicable Law. This Agreement shall be controlled, construed, and
enforced according to the laws of the state of California.
Section 7.2 Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may not be
modified except in writing by both parties hereto.
Section 7.3 Buyer's Assignment. Buyer's rights and obligations hereunder shall
not be assignable without the prior written consent of Seller (which consent may be given
or withheld in the exercise of Seller's sole discretion), provided that Buyer shall in no
event be released from any of its obligations or liabilities hereunder if Seller approves of
any such assignment. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.
Section 7.4 Seller's Consent. Except as expressly set forth herein to the contrary,
whenever any document or action contemplated herein requires the consent or approval
of Seller, such consent or approval shall be given by Seller in its sole and absolute
discretion.
P6402\0001 \721061.1
Section 7.5 Time. Time is of the essence in the performance of each party's
respective obligations contained herein.
Section 7.6 Attornev's Fees. if either party hereto fails to perform any of its
obligations under this Agreement or if any dispute arises between the parties hereto
concerning the meaning or interpretation of any provision of this Agreement, thcn the
defaulting party or the party not prevailing in such dispute, as the case may be, shall pay
any and all costs and expenses incurred by the other party on account of such default
and/or in enforcing or establishing its rights hereunder, including, without limitation,
court costs and reasonable attorneys' fees and disbursements. Any such attorney's fees
and other expenses incurred by either party in enforcing a judgment in its favor under this
Agreement shall be recoverable separately from and in addition to any other amount
included in such judgment, and such attorneys' fees obligation is intended to be severable
from the other provisions of this Agreement and to survive and not be merged into any
such judgment.
Section 7.7 No Mereer. The obligations contained hereunder shall not merge
with the transfer of title to the Property but shall remain in effect until fulfilled.
Section 7.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.
Section 7.9 Seller's Assignment. Seller may assign all of its obligations
hereunder to an affiliated body or entity which shall assume the obligations of Seller
hereunder which accrue from and after the date of such assignment.
Section 7.10 Limitcd Liability. The obligations of Seiler are intended to be
binding only upon the Property of Seller and shall not be personally binding upon, nor
shall any resort be had to, the private properties -of any of its officers, directors or
shareholders, or any employees or agents of Seller or of its affiliated entities.
Section 7.11 Amendments. This Agreement may be amended or modified only
by a written instrument signed by Buyer and Seller.
Section 7.12 Confidentiality and Return of Documents. Buyer and Seller shall
each maintain as confidential any and all information obtained about the other and shall
not disclose such information to any third party, except pursuant to law. If this
Agreement terminates, Buyer shall return to Seller all materials relating to the Property
which Buyer received from Seller or any other party. This provision shall survive the
Closing or any termination of this Agreement.
Section 7.13 Interpretation of Agreement. The article, section and other
headings of this Agreement are for convenience and reference only and shall not be
construed to affect the meaning of any provision contained herein. Where the context so
requires, the use of the singular shall include the plural and vice versa and the use of the
masculine shall include the feminine and the neuter. The tern "person" shall include any
P6402\0001 \721061. t
10
individual, partnership, joint venture, corporation, trust, unincorporated association, any
other entity and any government or any department or Seller thereof, whether acting in an
individual, fiduciary or other capacity.
Section 7.14 Memorandum of Option. The parties shall execute and
acknowledge a Memorandum of Option in the form attached hereto as Exhibit B. Buyer
shall have the right to record the Memorandum in the Office of the Recorder of Riverside
County, California.
(signature page follows)
P6402\0001\721061.1
11
The parties hereto have executed this Agreement as of the respective dates written
below.
SELLER:
PALM DESERT REDEVELOPMENT
AGENCY, a public body, corporate and
corporation,
politic
By:
Date:
Secretary
APPROVED AS TO FORM:
Richards, Watson & Gershon,
a professional corporation
Agency Attorney
P6402\0001\721061.1
12
BUYER:
REGENTS OF THE UNIVERSITY
OF CALIFORNIA, a California
on behalf of its Riverside campus
By:
SEPH 1 . MULLINI.l'
\MR VICE PRESIDENT
n1:SI\ESS AND FINANCE
Date: F'e-b S
EXHIBIT A
UCR -- Parcel B
Leval Description
All that portion of Section 34, in Township 4 South, Range 6 East, San Bernardino
Meridian, in the County of Riverside, State of California, described as follows:
Beginning at the Northwest corner of Section 3, Township 5 South, Range 6 East, San
Bernardino Meridian, in the County of Riverside, State of California, which bears S 89°
49' 59" W 783.33 feet from the Southeast corner of Section 33 in Township 4 South,
Range 6 East;
Thence N 89° 49' 59" E 92.52 feet along the South line of said Section 33;
Thence N 0° 10' 01" W 81.00 feet to a line that is parallel with and distant 81.00 feet
Northerly from said South line of Section 33; said point being shown on a Record of
Survey recorded in Book 103, Pages 68 and 69, of Records of Survey of said County;
Thence N 89° 49' 59" E 82.84 feet along said parallel line and the Northerly right of way
line of Frank Sinatra Drive;
Thence N 42° 11' 33" E 998.61 feet to the beginning of a non -tangent curve, concave
Northeasterly, and having a radius of 965.50 feet; a radial line of said curve through said
point bears S 37° 44' 14" W;
Thence Southeasterly along said curve 194.29 feet through an angle of 11° 31' 46" to the
true point of beginning;
Thence continuing Southeasterly along said curve 761.54 feet through an angle of 45° 11'
32" to the beginning of a compound curve, concave Southwesterly, and having a radius
of 34.50 feet; a radial line of said curve through said point of compound curvature bears
N 18° 59' 04" W;
Thence Southeasterly along said curve 51.36 feet through an angle of 85° 17' 47";
Thence tangent to said curve S 23° 41' 17" E 127.01 feet to the beginning of a tangent
curve concave Southwesterly and having a radius of 452.50 feet;
Thence Southeasterly along said curve 185.83 feet through an angle of 23° 31' 49";
Thence S 0° 09' 28" E 194.00 feet;
Thence S 89° 50' 32" W 11.50 feet;
Thence S 44° 50' 32" W 124.45;
Thence S 89° 50' 32" W 100.00 feet;
Thence S 88° 30' 19" W 600.17 feet;
Thence S 89° 50' 32" W 37.45 feet;
Thence N 45° 09' 45" W 32.53 feet;
Thence S 89° 50' 32" W 11.50 feet;
P6402k0001\721061.1
A-1
Thence N 0° 09' 28" W 637.76 feet to the true point of beginning_
The parcel described herein contains 490,668 square feet, more or less.
P640210001 %721061.1
A-2
EXHIBIT B
FORM OF MEMORANDUM OF OPTION
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Patin Desert Redevelopment Agency
73-510 Fred Waring Drive
Palm Desert, California 92260
Attn: Executive Director
Exempt From Recording Fcc Pursuant
to Government Code Section 6103
MEMORANDUM OF OPTION
THIS MEMORANDUM OF OPTION ("Memorandum") is hereby entered into as
of January 31, 2003, by and between PALM DESERT REDEVELOPMENT AGENCY,
a public body corporate and politic ("Seller"), and 'TI-IE REGENTS OF THE
UNIVERSITY OF CALIFORNIA, a California corporation, on behalf of its Riverside
campus ("Buyer").
RECITALS
A. Seller is the owner of that certain real property located at the northeast
corner of Frank Sinatra Drive and Cook Street within the City of Patin Desert, California,
within one mile of Interstate 10 and four miles from State Route 111, containing
approximately eleven (11) acres, which is more particularly described in Exhibit A
attached hereto and incorporated herein by this reference (the "Property"). Buyer desires
to have an option to purchase the Property if Buyer desires to expand the International
Center for Entrepreneurial Management (the "ICEM") to be operated under the auspices
of the A. Gary Anderson Graduate School of Management, University of California,
Riverside, that will be located on approximately eight (8) acres of real property adjacent
to the Property (the "Project").
B. In connection with the Project, Buyer, Seller and The Richard J.
Heckmann Foundation, a California mutual benefit corporation ("Heclunann"), have
entered into a Disposition and Development Agreement, dated as of March 22, 2001, that
has been amended pursuant to the terms of a First Amendment of Disposition and
Development Agreement, dated of even date herewith (the "DDA"). Also, pursuant to
the DDA, Seller and Buyer entered into an Option Agreement, dated of even date
herewith, regarding the potential sale of the Property (the "Option Agreement").
Pursuant to the DDA and the Option Agreement, the parties agreed, among other things,
P6402)0001\721061.1
B-1
to execute this Memorandum for recording in the Office of the Recorder of Riverside
County, California.
C. Copies of the DDA and the Option Agreement are available for public
inspection at Seller's office at 73-510 Fred Waring Drive, Palrn Desert, California 92260.
NOW, THEREFORE, the parties hereto certify as follows:
t. Seller, pursuant to the Option Agreement, has granted Buyer an option to
purchase the Property upon the terms and conditions provided for therein, for the
purposes of the development, operation and maintenance thereon of an educational
facility for the benefit of the community of the City of Palm Desert.
2. Unless earlier terminated, the term of the Option Agreement shall expire as
provided in Section 1.1 of the Option Agreement.
3. This Memorandum is not a complete summary of the DDA or the Option
Agreement and shall not be used to interpret the provisions of any of the documents.
Witness the signatures of the authorized representatives of the parties as of the
date first set forth above but actually on the dates set forth in the acknowledgments
below.
SELLER:
PALM DESERT
REDEVELOPMENT AGENCY
By:
Executive Dir or
BUYER:
REGENTS OF THE
UNIVERSITY OF CALIFORNIA,
a California corporation,
on behalf of its Riverside campus
By:
Title:
By:
Title:
P6402\0001 \72I O61.1
B-2
ATTEST:
Secretary
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , 2003 before me, _ personally
appeared personally known to me (or 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 the that he/she./they executed the same to his/her/their authorized
capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary public
[SEAL)
STATE OF CALIFORNIA
) ss.
COUNTY OF
On , 2003 before me, , personally
appeared personally known to the (or 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(ies), and that by his/her/their signatures(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary public
[SEAL]
P6402t0001\721061.t
B-3
STATE OF CALIFORNIA
) ss.
COUNTY OF
On , 2003 before me, , personally
appeared personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose names) is/arc subscribed to the within instrument and
acknowledged to me that he/she/they executed thc same in his/her/their authorized
capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s) or thc
entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary public
[SEAL]
STATE OF CALIFORNIA
) ss.
COUNTY OF
On , 2003 before me, , personally
appeared personally known to me (or 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(ies), and that by his/her/their signatures(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary public
[SEAL]
P640210001 \72 t 06I . I
B-4
EXHIBIT A
TO MEMORANDUM OF OPTION
UCR -- Parcel B
Leal Description
All that portion of Section 34, in Township 4 South, Range 6 East, San Bernardino
Meridian, in the County of Riverside, State of California, described as follows:
Beginning at the Northwest corner of Section 3, Township 5 South, Range 6 East, San
Bernardino Meridian, in the County of Riverside, State of California, which bears S 89°
49' 59" W 783.33 feet from the Southeast corner of Section 33 in Township 4 South,
Range 6 East;
Thence N 89° 49' 59" E 92.52 feet along the South line of said Section 33;
Thence N 0° 10' 01" W 81.00 feet to a line that is parallel with and distant 81.00 feet
Northerly from said South line of Scction 33; said point being shown on a Record of
Survey recorded in Book 103, Pages 68 and 69, of Records of Survey of said County;
Thence N 89° 49' 59" E 82.84 feet along said parallel line and the Northerly right of way
line of Frank Sinatra Drive;
Thence N 42° 11' 33" E 998.61 feet to the beginning of a non -tangent curve, concave
Northeasterly, and having a radius of 965.50 feet; a radial line of said curve through said
point bears S 37° 44' 14" W;
Thence Southeasterly along said curve 194.29 feet through an angle of 11° 31' 46" to the
true point of beginning;
Thence continuing Southeasterly along said curve 761.54 feet through an angle of 45° 11'
32" to the beginning of a compound curve, concave Southwesterly, and having a radius
of 34.50 feet; a radial line of said curve through said point of compound curvature bears
N 18° 59' 04" W;
Thence Southeasterly along said curve 51.36 feet through an angle of 85° 17' 47";
Thence tangent to said curve S 23° 41' 17" E 127.01 feet to the beginning of a tangent
curve concave Southwesterly and having a radius of 452.50 feet;
Thence Southeasterly along said curve 185.83 feet through an angle of 23° 31' 49";
Thence S 0° 09' 28" E 194.00 feet;
Thence S 89° 50' 32" W 11.50 feet;
Thence S 44° 50' 32" W 124.45;
Thence S 89° 50' 32" W 100.00 feet;
Thence S 88° 30' 19" W 600.17 feet;
Thence S 89° 50' 32" W 37.45 feet;
Thence N 45° 09' 45" W 32.53 feet;
P6402\0001\721061. I
B-5
Thence S 89° 50' 32" W 11.50 feet;
Thence N 0° 09' 28" W 637.76 feet to the true point of beginning.
The parcel described herein contains 490,668 square feet, more or less.
P6402\0001\721061.1
B-6
EXHIBIT B
FORM OF GRANT DEED
Recording Requested by and
when recorded return to and mail tax statements to:
Regents of the University of California,
1 1 1 1 Franklin Street
Oakland, CA 94607-5200
Attn: Director of Real Estate
Assessor's Parcel Map No.:
Exempt from Recording Fees Pursuant to Government Code§ 6103
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY,
a public body, corporate and politic ("Grantor"),
hereby GRANTS to
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, A CALIFORNIA
PUBLIC CORPORATION, ON BEHALF OF ITS RIVERSIDE CAMPUS ("Grantee")
the following described real property, including all water, oil, mineral, gas, and geothermal rights,
and including the right to extract the same from said real property, if and to the extent any such rights
are held by the Grantor (collectively, the "Property") located in City of Palm Desert, County of
Riverside, State of California:
See Exhibit A attached hereto and incorporated herein by reference.
SUBJECT TO, all easements, covenants, conditions, restrictions, reservations and rights of way and all
the matters of record.
RESERVING AND EXCEPTING THEREFROM.
1. This Grant of the Property is furtherance of the purposes of the Redevelopment Plan for
Project 2 of the Palm Desert Redevelopment Agency and a Disposition and Development Agreement
entered into by and between Grantor and Grantee dated as of March 22, 2001, as amended pursuant to the
terms of a First Amendment, dated December 12, 2002, as further amended pursuant to the terms of a
Second Amendment, dated , 2013 (the "Second Amendment"), the terms of which are
incorporated herein by reference (as so amended, the "Agreement"). A copy of the Agreement is
72500.0000018197578.4 B- I
available for public inspection at the offices of the Grantor, 73-510 Fred Waring Drive, Palm Desert,
California 92260.
2. The Property is conveyed upon the conditions hereinafter specified, upon the
violation or failure of any of which title to said Property may revert to and vest in Grantor as
provided in the Agreement; provided, however, that no reversion of the Property shall occur unless
and until a failure or violation of one of the conditions hereafter specified actually occurs, and Grantor
gives Grantee written notice thereof specifying the particular failure or violation in the manner and
time period provided in Section 7.1 of the Agreement, and such failure or violation shall not have
been cured or remedied within the time period provided therefor in the Agreement. The conditions are:
A. The Property and the improvements located thereon shall he developed and
used in the manner and the provisions of the Agreement provided for in Section 4 of the Second
Amendment and other provisions of the Agreement, including, without limitation, development pursuant
to a Development Lease(s) as such tern is defined in Section 4.2 of the Second Amendment.
B. By acceptance hereof, Grantee agrees, for itself, its successors and assigns, to
refrain from restricting the rental, sale or lease of the Property on the basis of race, color, creed,
religion, ancestry, sex, marital status, national origin or age of any person in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself
or any persons claiming under or through it establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees, or vendees in the Property. The foregoing covenants shall
run with the land.
All deeds, leases or contracts entered into with respect to the Property shall contain or be subject to
substantially the following nondiscrimination or nonsegregation clauses:
(i) In deeds: "The grantee herein covenants by and for himself or herself,
his or her heirs, executors, administrators and assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group of persons on
account of race, color, creed, religion, national origin, sex, marital status, age or ancestry in the sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall
the himself or herself, or any person claiming under or through him or her, establish or permit any
such practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein
conveyed. The foregoing covenants shall run with the land."
(ii) In leases: "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators and assigns, and all persons claiming under or through him or
her, and this lease is made and accepted upon and subject to the following conditions: That there be no
discrimination against or segregation of any person or group of persons, on account of age, race, color,
creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring,
use or occupancy, tenure or enjoyment of the land herein teased nor shall the lessee himself or herself,
or any person claiming under or through him or her, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, sublessees, subtenants or vendees in the land herein leased."
(iii) In contracts: "There shall be no discrimination against or segregation
of, any person, or group of persons on account of race, color, creed, religion, age, national
origin, sex, marital status or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or
72500.00000\8197578.4 B -2
enjoyment of the land, nor shall the transferee himself or herself or any person claiming under or
through him or her, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees of the land."
3. All covenants and conditions contained in this Grant Deed, or incorporated herein by
reference to the Agreement, shall run with the land and shall be binding for the benefit of Grantor
and its successors and assigns and such covenants and conditions shall run in favor of the Grantor and
for the entire period during which the covenants and conditions shall be in force and effect, without
regard to whether the Grantor is or remains an owner of any land or interest therein to which such
covenants and conditions relate. The Grantor, in the event of any breach of any such covenants and
conditions, shall have the right to exercise all of the rights and remedies provided herein or in
the Agreement, or otherwise available, and to maintain any actions at law or suits in equity or
other property proceedings to enforce the curing of such breach. The covenants and conditions
contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor
and its successors and assigns.
IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of the date set forth below.
Dated:
SUCCESSOR AGENCY TO THE PALM
DESERT REDEVELOPMENT AGENCY,
a public body, corporate and politic
By:
Title:
72500.00000\8197578.4 B-3
EXHIBIT "A"
Legal Description
Parcel "A"
A portion of that certain parcel of land described in the Grant Deed to the City of Palm
Desert, a municipal corporation, recorded March 14, 2011, as Document No. 2011-
0115457, Official Records of the County of Riverside, California, said land being in the
west half of Section 34, Township 4 South, Range 6 East, S.B.M. in the City of Palm
Desert, County of Riverside, State of California, described as follows:
Beginning at the westerly comer of that certain parcel of land described in the Grant
Deed to the City of Palm Desert, a municipal corporation, recorded May 15, 2002, as
Document No. 2002-254640, Official Records of said County of Riverside, said westerly
corner is shown as the True Point of Beginning (T.P.O.B.) on the northerly right of way
line of Frank Sinatra Drive in said Grant Deed, said westerly corner also being a point
located 55.00 feet northerly, measured at right angles, from the centerline of Frank
Sinatra Drive;
thence along the northerly line of said parcel of land described in said Document No.
2002-254640 through the following four courses:
1) N 88' 30' 19" E 600.17 feet;
2) thence N 89' 50' 32" E 100.00 feet;
3) thence N 44' 50' 32" E 124.45 feet;
4) thence N 89° 50' 32" E 2.00 feet;
thence leaving said northerly line N 0' 09' 28" W 59.49 feet to the beginning of a curve
concave to the west having a radius of 743.00 feet;
thence northerly 286.47 feet along said curve through a central angle of 22' 05' 26";
thence N 22' 14' 54" W 159.35 feet;
thence N 67' 14' 54" W 22.72 feet to the beginning of a curve concave to the north
having a radius of 975.00 feet, a radial line through said beginning of curve bears S 17'
56' 24" E;
thence westerly 746.56 feet along said curve through a central angle of 43' 52' 17" to
the east line of that certain parcel of land described in the Grant Deed to the Regents of
the University of California recorded February 10, 2003, as Document No. 2003-
095264, Official Records of said County of Riverside;
thence along said east line S 0' 09' 28" E 627.17 feet to the most easterly southeast
comer of said parcel of land per Document No. 2003-095264;
Page 1 of 2
thence along the southerly lines of said parcel of land per Document No. 2003-095264
through the following three courses:
1) S 89° 50' 32" W 35.02 feet to the beginning of a curve concave to the
northwest having a radius of 18.00 feet, a radial line of said curve through
said beginning bears S 85° 01'34" E;
2) thence southerly and westerly 31.93 feet along said curve through a central
angle of 101 ° 38' 27";
3) thence S 44° 50' 32" W 10.43 feet to said northerly right of way line of Frank
Sinatra Drive;
thence along said northerly right of way line N 89° 50' 32" E 137.45 feet to the Point of
Beginning.
Parcel "A" containing 10.82 acres, more or less.
Subject to all covenants, rights, right-of-ways and easements of record, if any,
Also, subject to an easement for public use for public utility purposes and pedestrian
facilities over the southerly 20 feet of the above described Parcel A.
/2 A,,,,,
t . Page Garne
City Surveyor
City of Palm Desert, CA
Page 2 of 2
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Date I
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DEPARTMENT OF
915 L
March 9, 2013
Ms. Veronica Tapia, Accountant II
City of Paim Desert
73-510 Fred Waring Drive
Paim Desert, CA 92260
Dear Ms. Tapia:
Subject: Approval of Oversight Board Action
EDMUND G. BROWN JR. • GOVERNOR
/ 5ACNAMILNTO CA ■ 95 14.3706 ■ www.00r.CA.GoV
The City of Palm Desert Successor Agency (Agency) notified the Califomia Department of
Finance (Finance) of its December 3, 2012 oversight board (08) resolution No. OB-024 on
December 6, 2012. Pursuant to Health and Safety Code (HSC) section 34179 (h), Finance has
completed its review of the OB action, which may have included obtaining clarification for
various items.
Based on our review and application of the law, OB Resolution No. OB-024, related to the
conveyance of 11.5 acres of land, designated as Parcel B, to the Regents of the University of
Califomia, Riverside (UCR) for the expansion of educational programs pursuant to existing
option agreement, is approved.
On Marcy 22, 2001, the former Palm Desert redevelopment agency (RDA) entered into a
Disposition and Development Agreement with UCR. The DDR included an option for UCR to
purchase Parcel B should they desire to expand their facilities. The Option Agreement between
the RDA and UCR was entered Into on January 31, 2003. Per the Agency staff, UCR has
fulfilled required conditions to exercise the option to purchase Parcel B.
Please direct inquiries to Beliz Chappuie, Supervisor or Mindy Patterson, Lead Analyst at
(916) 445-1546.
Sincerely,
STEVE SZALAY
Local Government Consultant
cc: Ms. Pam Elias, Chief Accounting Property Tax Division, County of Riverside
Auditor Controller
California State Controller's Office
PARCEL B
UCR Option
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UCR Option Parcel
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