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HomeMy WebLinkAboutCC RES 2011-12RESOLUTION NO. 2011-12 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT APPROVING A DELEGATION AND CONVEYANCE AGREEMENT BETWEEN THE CITY AND THE PALM DESERT REDEVELOPMENT AGENCY THE CITY COUNCIL OF THE CITY OF PALM DESERT HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. The Palm Desert Redevelopment Agency (the "Agency") is a duly constituted redevelopment agency under the laws of the State of California and pursuant to such laws is responsible for the administration of redevelopment activities within the City of Palm Desert ("City"). Section 2. Pursuant to the Community Redevelopment Law (California Health and Safety Code Section 33000, et seg.) (the "Redevelopment Law"), the Agency is undertaking a program to redevelop its redevelopment project areas known as Project Area No. 1, Project Area No. 2, Project Area No. 3, and Project Area No. 4 (each individually, a "Project Area"; and collectively, the "Project Areas"). Section 3. Pursuant to Section 33205 of the Redevelopment Law, a redevelopment agency is authorized to delegate to a community any of the powers or functions of the agency with respect to the planning or undertaking of a redevelopment project in the area in which such community is authorized to act, and such community is authorized to carry out or perform such powers or functions for the redevelopment agency. Section 4. Pursuant to Section 33220(g) of the Redevelopment Law, any public entity, for the purpose of aiding and co-operating in the planning, undertaking, construction, or operation of redevelopment projects located within the area in which such public entity is authorized to act, may, with or without consideration, acquire land in a project area from a redevelopment agency for redevelopment in accordance with the redevelopment plan for such project area. Section 5. Pursuant to Section 33220(e) of the Redevelopment Law, a redevelopment agency may enter into agreements with any public entity respecting any action to be taken pursuant to any of the powers granted by the Redevelopment Law or any other law (and such agreement may extend over any period, notwithstanding any law to the contrary). Section 6. Pursuant to Section 33430 of the Redevelopment Law, a redevelopment agency may, within the survey area or for purposes of redevelopment, sell, transfer, assign or otherwise dispose of any real or personal property or any interest in property. -1- P6402-0001 \ 1327749v I . doc RESOLUTION NO. 2011-12 Section 7. The Agency owns the fee interest in each of the real properties (each individually, a "Property"; and collectively, the "Properties") described in Exhibit A of the Delegation and Conveyance Agreement attached hereto as Exhibit 1 and incorporated herein by reference (the "Agreement"). Section 8. The City of Palm Desert ("City") desires to aid, and cooperate with, the Agency in the planning, undertaking, construction and operation of redevelopment projects, and in that regard the Agency has determined to convey the Properties to the City and to delegate to the City the powers and functions of the Agency with respect to the planning and undertaking of redevelopment projects in accordance with the Redevelopment Plans, and the City has determined to accept the conveyance of the Properties and the Agency's delegation of its powers and functions and in that regard, the Agency and City wish to enter into the Agreement. Section 9. On February 24, 2011, the Agency held a duly -noticed public hearing regarding the Agreement. Section 10. The Agency hereby finds that it can be seen with certainty that there is no possibility that the approval of the Agreement may have a significant effect on the environment. The approval of the Agreement does not authorize construction and will not result in a direct or indirect physical change in the environment. The Agreement provides that prior to commencement of work on any redevelopment project, all necessary review required by the California Environmental Quality Act ("CEQA") shall be completed. The adoption of this Resolution and approval of the Agreement is therefore exempt from the environmental review requirements of CEQA pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulations. Staff is hereby directed to file a Notice of Exemption with the County Clerk within five days of the adoption of this Resolution pursuant to Section 15062 of Title 14 of the California Code of Regulations. Section 11. The Agreement is hereby approved in the form attached hereto as Exhibit 1 and the Mayor (and any other officer of the City authorized to sign agreements pursuant to an ordinance adopted in accordance with Government Code Section 40602) (each, an "Authorized Officer") is hereby authorized, acting singly, to execute and deliver the Agreement in substantially said form with such changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof). -2- P6402-0001 \ 1327749v 1.doc RESOLUTION NO. 2011-12 Section 12. The officers of the City are herby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, and, if appropriate, record documents, which they may deem necessary or advisable in order to effectuate the purposes of this Resolution, and any such actions previously taken by such officers are hereby ratified and confirmed. PASSED, APPROVED AND ADOPTED this 24th day of February ,2011. AYES: NOES: ABSENT: ABSTAIN: ATTEST: CITY OF PALM DESERT, CALIFORNIA -3- P6402-0001 \ 1327749v 1.doc RESOLUTION NO. 2011-12 EXHIBIT 1 Delegation and Conveyance Agreement Exhibit 1 P6402-0001 \ I 327749v1.doc RESOLUTION NO. 2011-12 Contract No. R30610 DELEGATION AND CONVEYANCE AGREEMENT This DELEGATION AND CONVEYANCE AGREEMENT (this "Agreement"), dated as of , 201 1 (the "Effective Date") is entered into by and between the PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and the CITY OF PALM DESERT, a municipal corporation (the "City"). RECITALS A. Pursuant to the Community Redevelopment Law (California Health and Safety Code Section 33000, et seq.) (the "Redevelopment Law"), the Agency is undertaking a program for the redevelopment of blighted areas in the City. B. Redevelopment Plans (each individually, a "Redevelopment Plan"; and collectively, the "Redevelopment Plans") for four redevelopment project areas known as Project Area No. 1, As Amended, Project Area No. 2, Project Area No. 3 and Project Area No. 4 (each individually, a "Project Area"; and collectively, the "Project Areas") have been duly approved and adopted by the City. C. Pursuant to Section 33205 of the Redevelopment Law, a redevelopment agency is authorized to delegate to a community any of the powers or functions of the agency with respect to the planning or undertaking of a redevelopment project in the area in which such community is authorized to act, and such community is authorized to carry out or perform such powers or functions for the redevelopment agency. D. Pursuant to Section 33220(g) of the Redevelopment Law, any public entity, for the purpose of aiding and co-operating in the planning, undertaking, construction, or operation of redevelopment projects located within the area in which such public entity is authorized to act, may, with or without consideration, acquire land in a project area from a redevelopment agency for redevelopment in accordance with the redevelopment plan for such project area. E. Pursuant to Section 33220(e) of the Redevelopment Law, a redevelopment agency may enter into agreements with any public entity respecting any action to be taken pursuant to any of the powers granted by the Redevelopment Law or any other law (and such agreement may extend over any period, notwithstanding any law to the contrary). F. Pursuant to Section 33430 of the Redevelopment Law, a redevelopment agency may, within the survey area or for purposes of redevelopment, sell, transfer, assign or otherwise dispose of any real or personal property or any interest in property. G. The Agency owns the fee interest in each of the real properties described in Exhibit A attached hereto and incorporated herein by reference (each individually, a "Property"; and collectively, the "Properties"). H. The City desires to aid, and cooperate with, the Agency in the planning, undertaking, construction and operation of redevelopment projects, and in that regard the Agency has determined to convey the Properties to the City and to delegate to the City the powers and functions of the Agency with respect to the planning and undertaking of redevelopment projects P6402-0001\1326000v6.doc Contract No. R30610 RESOLUTION NO. 2011-12 in accordance with the Redevelopment Plans, and the City has determined to accept the conveyance of the Properties and the Agency's delegation of its powers and functions. NOW, TFIERF,FORE, in reliance upon the foregoing Recitals, in consideration of the mutual covenants in this Agreement, the parties hereto agree as follows: Section 1. Conveyance of Properties. The Agency shall convey all of its right, title and interest in and to the Properties to the City. The City shall accept such conveyance. The Agency shall execute and deliver a Grant Deed or Grant Deeds, substantially in the form attached hereto as Exhibit B, evidencing the conveyance of the Properties. The City shall execute the Certificate of Acceptance(s) attached to the Grant Deed(s), evidencing the City's acceptance of the conveyance. Section 2. Delegation of Redevelopment Functions and Powers. The Agency hereby delegates to the City all of the Agency's functions and powers conferred by law with respect to the planning and undertaking of redevelopment projects with respect to the Properties, including but not limited to, planning, development, replanning, redesign, clearance, reconstruction, or rehabilitation, or any combination thereof, of the Properties; developing building sites on the Properties; providing residential, commercial, industrial, public, or other structures or spaces on the Properties or with respect to the Properties; altering, improving, modernizing, reconstructing, or rehabilitating, or any combination of these, of existing structures on the Properties; providing for open -space types of use on the Properties or with respect to the Properties; continuing existing buildings or uses on the Properties; selling or leasing the Properties or any improvements thereon; insuring the Properties and any improvements thereon; and renting, maintaining, managing, operating, and repairing the Properties and any improvements thereon. The City hereby accepts this delegation and agrees to undertake the redevelopment of the Properties in a manner consistent with all applicable laws and the respective Redevelopment Plans (as they may be amended hereafter from time to time). It is hereby acknowledged and agreed that, upon acceptance of this delegation, so long as the City is not in violation of the law or the respective Redevelopment Plans, the City shall have absolute discretion regarding the exercise by the City of the functions and powers delegated to it pursuant to this Agreement, including, without limitation, the determination of specific actions to be undertaken by the City with respect to the redevelopment of the Properties, and the manner and timing of undertaking such actions. Prior to commencement of work on any redevelopment project, all necessary environmental review required by the California Environmental Quality Act ("CEQA") shall be completed. This Agreement in no way limits the discretion of the Planning Commission of the City, the Agency Board or the City Council of the City in completing environmental review of such projects. Section 3. Payments by the Agency. (a) The Agency and the City agree that the Agency shall bear, and reimburse the City for, all costs of the acquisition, condition, use, possession, ownership, operation, maintenance, and redevelopment of the Properties by the City pursuant to this Agreement (including, without limitation, costs incurred by the City in the performance of any contractual or other obligations either imposed by operation of law or expressly or impliedly assumed by the City and arising from (i) the acceptance of the delegation of the functions and powers of the -2- P6402-0001\1326000v6.doc Contract No. R30610 RESOLUTION NO. 2011-12 Agency hereunder, or (ii) the ownership, use or possession of the Properties) and the costs, if any, incurred by the City in connection with the enforcement of this Agreement. To the extent that the City incurs any such costs, the City may advance its own funds to pay for such costs, and from time to time submit invoices (including itemized statements) showing the costs due to be paid by the Agency. Such amounts may include progress payments. (b) The Agency shall pay to the City all amounts due hereunder within a reasonable time after the submission of each statement to the Agency pursuant to Section 3(a). (c) Notwithstanding the foregoing, to the extent that another agreement entered into by the Agency and the City also provides for the reimbursement by the Agency of certain costs incurred with respect to the redevelopment of a Property, the City may elect to receive reimbursement for such costs under either this Agreement or the other agreement. (d) For any and all amounts due to the City under this Agreement, the Agency shall make such payments from (i) tax increment generated in the applicable Project Area related to the Property for which reimbursement is requested, and eligible to be allocated to the Agency pursuant to the Redevelopment Law, or to any successor agency or entity of the Agency and/or any entity established by law to expend tax increment or pay indebtedness of the Agency; (ii) available proceeds of tax allocation bonds or other obligations of the Agency; (iii) available proceeds from loans or other obligations which constitute indebtedness of the Agency repayable from tax increment (as described in the foregoing clause (i)); or (iv) any other available funds of the Agency. Amounts not paid by the Agency to the City within 30 days of demand therefor pursuant to this Agreement shall bear interest at the rate then paid to the City on its funds invested in the Local Agency Investment Fund ("LAIF"), plus one and one-half percent per annum from the date of such demand to the date of repayment. In any event, all amounts due hereunder shall be due and payable to the City by the date established in the applicable Redevelopment Plan, or the Redevelopment Law, or other law, as the time limit for the repayment of indebtedness with respect to the applicable Project Area related to the Property for which reimbursement is requested. (e) Proceeds from the sale or lease of the Properties, if any, received by the City shall be retained by the City and applied by the City to pay for, or reimburse the City for, the costs incurred by the City pursuant to this Agreement, as described in paragraph (a) of this Section 3, and/or, at the discretion of the City to repay existing indebtedness of the Agency to the City. (f) The payment obligations of the Agency under this Agreement (including without limitation, reimbursements to the City with respect to the redevelopment of each Property or in connection with enforcement of this Agreement, or payments relating to the Agency's indemnification obligations contained herein) shall constitute an indebtedness of the Agency for the purpose of carrying out the Redevelopment Plan for each applicable Project Area. The parties acknowledge and agree that the Agency's obligation to pay to or for the benefit of the City all amounts due hereunder, shall, without the necessity of further action by the Agency or the City, be junior and subordinate to all other obligations or indebtedness heretofore or hereafter voluntarily incurred by the Agency, including bonds or loans secured by a pledge of tax increment revenues derived from the applicable Project Area, and to all pre-existing statutory -3- 1'6402-0001 \ 1326000v6. doc Contract No. R30610 RESOLUTION NO. 2011-12 obligations of the Agency pursuant to Section 33607.5 or 33606.7 of the Redevelopment Law (or successor statutes). Section 4. Nondiscrimination. The City covenants by and for itself, its 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 any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the City, or any person claiming under or through it, establish or permit any 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 premises herein conveyed. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph. All deeds, leases or contracts entered into with respect to each Property shall contain or be subject to substantially the following nondiscrimination/nonsegregation clauses: (a) 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 any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein conveyed, nor shall the Grantee himself or herself, or any person claiming under or through him or her, establish or permit any 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 premises herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (b) 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 -4- P6402-0001 \ 1326000v6.doc Contract No. R30610 RESOLUTION NO. 2011-12 or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use or occupancy, tenure or enjoyment of the premises 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 premises herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (c) In contracts: "The contracting party or parties hereby covenant by and for himself or herself and their respective successors and assigns, that there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the contracting party or parties, any subcontracting party or parties, or their respective assigns or transferees, establish or permit any such practice or practices of discrimination or segregation. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." Section 5. Indemnification. (a) The Agency agrees, to the fullest extent permitted by law but subject to Section 5(b) below, to indemnify, defend and hold harmless the City and its council members, officers, employees and agents from and against any and all losses, claims, damages, liabilities, penalties, fines, forfeitures or expenses (including all reasonable out-of-pocket litigation costs and reasonable attorney's fees), of every kind, character and nature whatsoever, including, but not limited to, those arising out of, resulting from or in any way connected with (a) the acquisition, condition, ownership, use, possession or redevelopment of the Properties or any part thereof; (b) the implementation of the Redevelopment Plans related to such redevelopment of the Properties; (c) any other action taken by the City in the exercise of the functions and powers delegated to it by the Agency under this Agreement or to carry out the purpose of this -5- 1'6402-0001 \ 1326000v6. doc Contract No. R30610 RESOLUTION NO. 2011-12 Agreement; (d) any breach or default by the Agency hereunder; (e) any of the Agency's activities on the Properties (or the activities of the Agency's agents, employees, lessees, representatives, licensees, guests, invitees, contractors, subcontractors, or independent contractors on the Properties), regardless of whether such losses and liabilities shall accrue or are discovered before or after termination or expiration of this Agreement; and (f) the presence or clean-up of hazardous substances on, in or under the Properties. The Agency further agrees, to the fullest extent permitted by law, to pay or to reimburse the City and its council members, officers, employees and agents for any and all costs, reasonable attorney's fees, liabilities or expenses incurred in connection with investigating, defending against or otherwise in connection with any such losses, claims, damages, liabilities, expenses or actions. The Agency shall defend, at its expense, including attorney's fees, the City and its council members, officers, employees and agents in any legal action based upon such alleged acts or omissions. The City may in its discretion participate in the defense of any such legal action. The Agency's indemnity obligations contained in this Section 4(a) shall survive the termination or expiration of this Agreement. (b) In contemplation of the provisions of California Government Code Section 895.2 imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Government Code Section 895, the parties hereto, as between themselves, pursuant to the authorization contained in Government Code Sections 895.4 and 895.6, shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by negligent or wrongful acts or omissions occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Government Code Section 895.2. To achieve the above - stated purpose, each party indemnifies, defends and holds harmless the other party for any liability, losses, cost or expenses that may be incurred by such other party solely by reason of Government Code Section 895.2. Section 6. Default. (a) If either party fails to perform or adequately perform an obligation required by this Agreement within thirty (30) calendar days of receiving written notice from the non -defaulting party, the party failing to perform or adequately perform shall be in default hereunder. All notices of defaults shall clearly indicate a notice of default under this Agreement. (b) In the event of default, the non -defaulting party will have all the rights and remedies available to it at law or in equity to enforce the provisions of this Agreement, including without limitation, the right to sue for damages for breach of contract. The rights and remedies of the non -defaulting party enumerated in this paragraph are cumulative and shall not limit the non -defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of the Agreement or hereinafter enacted or established, that may be available to the non -defaulting party against the defaulting party. -6- P6402-0001\1326000v6.doc Contract No. R30610 RESOLUTION NO. 2011-12 (c) Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. The acceptance by a party of less than the full amount due from the other party shall not constitute a waiver of such party's right to demand and receive the full amount due, unless such party executes a specific accord and satisfaction. Section 7. Nonliability of Officials and Employees. No Agency member, Councilmember, and no official, agent, or employee of the Agency or the City shall be personally liable to the other parties, or any successor in interest, in the event of any default or breach by the Agency or the City, or for any amount which may become due to the City or Agency, or successor thereto, or on any obligations under the terms of this Agreement. Section 8. Law Governing. This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed. Section 9. Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law. Section 10. Entire Agreement, Waivers and Amendments. This Agreement, together with all attachments and exhibits hereto, constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter hereof. No subsequent agreement, representation or promise made by either party hereto, or by or to any employee, officer, agent or representative of either party, shall be of any effect unless it is in writing and executed by the party to be bound thereby. No person is authorized to make, and by execution hereof the City and the Agency acknowledge that no person has made, any representation, warranty, guaranty or promise except as set forth herein; and no agreement, statement, representation or promise made by any such person which is not contained herein shall be valid or binding on the City or the Agency. Section 11. Future Cooperation. The City and the Agency agree to take all appropriate actions and execute and, if appropriate, record any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 12. Survival. The provisions hereof shall not terminate but rather shall survive any conveyance hereunder. Section 13. Binding on Successors. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding on the parties hereto and their successors and assigns. -7- 1'6402-0001 \ 1326000v6 doc Contract No. R30610 RESOLUTION NO. 2011-12 Section 14. No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of, and shall be binding upon, the parties and their respective successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. Section 15. Counterparts. This Agreement 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. PALM DESERT REDEVELOPMENT AGENCY By ATTEST: Secretary Chairperson CITY OF PALM DESERT By ATTEST: City Clerk Mayor -8- P6402-0001\1326000v6.doc RESOLUTION NO. 2011-12 EXHIBIT A DESCRIPTION OF PROPERTIES ADDRESSES AND ASSESSOR'S PARCEL NUMBERS, TO BE REPLACED WITH LEGAL DECRIPTIONS. (SEE ATTACHED) Exhibit A-1 P6402-0001\I326000v6.doe ADDRESS SOLUTION NO. 2011-12,DA-Land 44887 San Antonio Ckcle 44870 San Antonio Circle 44850 San Antonio Crcle 44889 San Clemente Cir Vacant lot on San Clemente Circle Vacant lot on SanBentto Circle 44845 San Clemente Circle 73697 Santa Rosa 44215 San Pascual Haystack "Open Space" 142135 Kansas Street 'Hillside "Open Space" !Adobe Vitas - 45330 Ocotillo Drive 6 1-br units; 6 2-br units East of Cook betw Gerald Ford & Frank Sinatra Cal State San Bernardino, Coachella Valley Campus 142135 Kansas Street Public Facilities Expansion San Pabto betw Fred Waring Dr. & Santa Rosa Way (Vacant Land -Larkspur Lane & Shadow Mountain Dr NEC 12 AC Project - "Entrada del Paseo" SW Corner El Paseo/Hwy 111 170 AC - Vacant Lot - North End North of Frank Sinatra, East of Portola Vacant Lot - North End South of Gerald Ford, West of Portota "120 AC Project" Vacant Lot - North End South of Gerald Ford, East of Monterey Desert Willow: Vacant Land Poriola north of Mafnt. Facility (Vacant Lois South of Desert Willow on Country Club Drive Lot Pad E Desert Willow Drive & Country Club Drive NEC 142455 Washington St. 143915 Portota Avenue 143895 Portola Avenue 143845 Portola Avenue APN 627-071-012 627-071-015 627-071-016 627-071-025 627-074-013 627-092-043 627-071-023 627-102-019 627-102-017 630-250-022 637-033-001 628-120-001 627-232-005 694-160-003 694-200-001 637-033-001 627-101-002 627-101-017 627-101-033 627-101-038 627-101-039 627-262-008 627-262-011 640-370-016 694-190-005 694-190.006 694-190-007 694-190-013 694-190-014 694-190-016 694-200-003 694-200-004 694-200-005 694-200-006 694-200-007 694-200-011 694-200-012 694-300-001 694-300-002 694-300-005 694-300-006 694-300-007 694-310-002 694-310-003 694-310-005 620-400-003 620-400-025 620-400-008 620-420-010 620-450-011 620-450-012 620-450-015 620-450-020 620-450-021 620-430-024 620-430-025 620.370-002 620-370-003 620-370-004 620-370.017 620-370-018 620-370-020 620-370-033 620-370-043 Part of 637-071-002 622-200-053 622-200-054 622-200-056 RESOLUTION NO. 2011-12 EXHIBIT B FORM OF GRANT DEED (attached hereto) Exhibit B-1 P6402-0001\I326000v6.doc RESOLUTION NO. 2011-12 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260 Attn.: Executive Director APN: [SPACE ABOVE FOR RECORDER'S USE ONLY] GRANT DEED THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS: The undersigned declares that this Grant Deed is exempt from Recording Fees pursuant to California Government Code Section 27383 and exempt from Documentary Transfer Tax pursuant to California Revenue and Taxation Code Section 11922. FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic ("Grantor") hereby grants to CITY OF PALM DESERT, a municipal corporation ("Grantee"), certain real property located in the County of Riverside, State of California, more particularly described on Exhibit A attached hereto and incorporated herein by reference. SUBJECT TO: General and special real property taxes and assessments and supplemental assessments for the current fiscal year; All liens, encumbrances, easements, covenants, conditions and restrictions of record; and All matters which would be revealed or disclosed in an accurate survey of the property. Exhibit B-2 P6402-000 I \ 1326000v6. doc RESOLUTION NO. 2011-12 IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below. Dated: , 20 PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Title: P6402-000I \ I326000v6.doc Exhibit B-3 RESOLUTION NO. 2011-12 STATE OF CALIFORNIA ) ss. COUNTY OF RIVERSIDE ) On , before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: Exhibit B-4 1,6402-0001 \ 1326000v6. doe RESOLUTION NO. 2011-12 Exhibit A to Grant Deed LEGAL DESCRIPTION OF THE PROPERTY, THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, DESCRIBED AS FOLLOWS: Exhibit B-5 P6402-0001\I326000v6.doc RESOLUTION NO. 2011-12 CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that the interest in real property conveyed to the City of Palm Desert by that certain Grant Deed dated , 2011, executed by the Palm Desert Redevelopment Agency is hereby accepted by the undersigned office on behalf of the City of Palm Desert pursuant to the authority conferred by the City of Palm Desert at the City Council meeting held on , and the grantee consents to recordation thereof by its duly authorized officer. Dated: , 2011 CITY OF PALM DESERT, a municipal corporation By: Name: Title: Exhibit B-6 1'6402-0001 \ 1326000v6. doc