HomeMy WebLinkAboutCC RES 2015-04RESOLUTION NO. 2015-04
A RESOLUTION OF THE CITY OF PALM DESERT (CITY)
APPROVING A DISPOSTION AND DEVELOPMENT AGREEMENT
BETWEEN SUCCESSOR AGENCY AND THE TRUSTEES OF THE
CALIFORNIA STATE UNIVERSITY (CSU) ALLOWING THE
CONVEYANCE OF APPROXIMATELY 113 ACRES OF THE
PROPERTY KNOWN AS A.P.N. 694-200-001 AND PORTION OF 694-
160-003 TO CSU PURSUANT TO THE APPROVED LONG RANGE
PROPERTY MANAMGEMENT PLAN
RECITALS:
A. On May 5, 2014, Oversight Board of the Successor Agency to the Palm
Desert Redevelopment Agency took action to approve the Successor Agency's Long
Range Property Management Plan. On June 2, 2014, the State Department of Finance
approved the LRPMP. The approved LRPMP allows the conveyance of up to 126.32
acres of property referenced as Properties 10(a), 10(b) of the LRPMP to CSU.
Pursuant to the attached Disposition and Development Agreement (DDA), there
has been presented to this Successor Agency Board for approval of the DDA and the
conveyance of real property approximately 113 acres to the Trustees of the California
State University for the expansion of educational programs at the CSU-Palm Desert
Campus.
NOW, THEREFORE, THE CITY OF PALM DESERT 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 City hereby adopts Resolution No. 2015-04 approving the
attached DDA and the transfer of 113 acres to the Trustees of the California State
University as public use land pursuant to the Successor Agency's approved LRPMP.
The DDA is made a part hereof and attached hereto as "Exhibit `A;".
Section 3. The officers and staff of the City 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.
RESOLUTION NO. 2015-04
PASSED, APPROVED AND ADOPTED thisBth day of January , 2015.
AYES: HARNIK, JONATHAN, SPIEGEL, TANNER, and WEBER
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
ATTEST:
CITY OF PALM DESERT, CALIFORNIA
dam^ - 1" " �C C.44p1s—
Susan Marie Weber, Mayor
2
RESOLUTION NO. 2015-04
EXHIBIT A
CITY OF PALM DESERT
• DISPOSITION AND DEVELOPMENT AGREEMENT
• FORM OF GRANT DEED
RESOLUTION NO. 2015-04
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RESOLUTION NO. 2015-04
DISPOSITION AND DEVELOPMENT AGREEMENT
AND ESCROW INSTRUCTIONS
REGARDING PALM DESERT RESERVE PROPERTY
This DISPOSITION AND DEVELOPMENT AGREEMENT ("Reserve Property DDA")
is entered into on , 2015, by and between the SUCCESSOR AGENCY
TO THE PALM DESERT DEVELOPMENT AGENCY, a public body, corporate and politic
("Agency") and THE TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY, an agency of
the State of California ("CSU").
RECITALS
A. Agency is the duly authorized successor to the Palm Desert Development Agency,
a public body exercising governmental functions and powers and organized and existing under
the Community Redevelopment Law of the State of California.
B. CSU is an arm of the State of California and is governed by its Board of Trustees.
It receives it authority from the California Education Code.
C. CSU's primary mission is offering undergraduate and graduate instruction
through the master's degree in the liberal arts and sciences and professional education, including
teacher education as stated in Section 66010.4(b) of the California Education Code. Regional
access for students to this instruction is an integral part of CSU's mission.
D. Agency and CSU are parties to that certain DISPOSITION AND
DEVELOPMENT AGREEMENT dated November 16, 1999 ("Agreement") with respect to
certain real property located within the City of Palm Desert, County of Riverside, State of
California. The Agreement provided for the conveyance of approximately 40 acres of certain
real property owned by the Agency to CSU for educational purposes. The Agreement also
provided that CSU may request an increase in the size of the subject real property and reserved
approximately 160 acres of real property adjacent to the real property conveyed by the Agency to
CSU for use by CSU in future expansion. ("Reserve Property").
E. Agency and CSU amended the Agreement by entering into a FIRST
AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT dated March 22,
2001 ("First Amendment"). The First Amendment documented a modification of the size of the
real property conveyed by Agency to CSU pursuant to the Agreement by increasing the
conveyed real property to approximately 55 acres and reducing the Reserved Property to
approximately 145 acres. The First Amendment also released its option rights on 20 acres of the
Reserve Property for the purposes of development by UCR, resulting in a reduction of the size of
the Reserve Property to approximately 125 acres.
F. Pursuant to the terms of the Agreement and First Amendment, CSU has
developed the real property adjacent to the Reserve Property previously convey by Agency to
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CSU and continues to operate post -secondary educational programs on such property in
accordance with its mission.
G. On or about July 28, 2008, CSU agreed to release its option rights on an
additional approximately 3 acres of the Reserve Property in order to permit the construction of a
fire station on such property by the City of Palm Desert ("Fire Station Parcel").
H. Agency's Long Range Property Management Plan, approved by the California
Department of Finance on June 2, 2014, authorizes conveyance of the Reserve Property to CSU
for government use.
I. Agency seeks to accommodate the expansion of CSU's presence and operation of
post -secondary educational programs in the City of Palm Desert, thereby assisting in the
elimination of blight, providing additional jobs, and substantially improving the economic and
physical conditions in accordance with the purposes and goals of the Redevelopment Plan.
J. The Agency and CSU desire to enter into this Reserve Property DDA in order to
establish commitments for the development of public uses related to the development of the
Reserve Property by CSU. The Agency recognizes the benefit to the region and its citizens of
having CSU acquire and develop the Reserve Property. CSU recognizes that it is in the best
interests of the state and its citizens to develop the Reserve Property for purposes of its higher
education mission.
K. The City and the Agency served as co -lead agencies for the Environmental
Impact Report ("the EIR") on the proposed uses of certain real property, including the
Reserve Property. The City and Agency duly considered and certified the EIR as completed
on Apri122, 1999.
L. The Agency has completed the report previously required by California Health
and Safety Code Section 33433.
M. The Agency and the City held the public hearings previously required by
California Health and Safety Code Sections 33433 on October 14, 1999.
N. Agency now desires to convey to CSU the Reserve Property.
O. CSU has determined that accepting the Agency's conveyance of the Reserve
Property will aid in carrying out the primary mission and functions of the CSU as specified in
Section 66010.4(b) of the California Education Code.
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RESOLUTION NO. 2015-04
AGREEMENT
NOW, in consideration of the above recitals, the mutual covenants contained in this Reserve
Property DDA, and for other good and valuable consideration, the parties agree as follows:
ARTICLE 1. DEFINITIONS.
The following terms as under in this DDA shall have the meanings given unless expressly
provides to the contrary:
1.1. Agency means the Successor Agency to the Palm Desert Redevelopment Agency, a
California public body, corporate and politic, exercising governmental functions and
powers and organized and existing under the Community Redevelopment Law of
the State of California.
1.2. Agreement means the Disposition and Development Agreement between the Palm
Desert Development Agency and the Trustees of the California State University
dated November 16, 1999.
1.3. City means the City of Palm Desert, a municipal corporation acting in its capacity as
a California chartered city.
1.4. City Council means the City Council of the City of Palm Desert.
1.5. Close of Escrow is as defined in Section 2.9.
1.6. CSU means the Trustees of the California State University, an arm of the State of
California.
1.7. DDA means this DISPOSITION AND DEVELOPMENT AGREEMENT
REGARDING PALM DESERT RESERVE PROPERTY.
1.8. Escrow Holder means a licensed escrow company mutually selected by the Agency
and CSU.
1.9. Hazardous Materials means any chemical, material or substance now or hereafter
defined as or included in the definition of "hazardous substances," "hazardous
wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous
waste," "toxic substances;" "pollutant or contaminant," "imminently hazardous
chemical substance or mixture," "hazardous air pollutant," "toxic pollutant," or
words of similar import under any local, state or federal law or under the
regulations adopted or publications promulgated pursuant thereto applicable to the
Site, including, without limitation: the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. §9601,et seg. ("CERCLA");
the Hazardous Materials Transportation Act, as amended, 49 U.S.C.§1801, et seq.;
the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.;
and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et
seq. The term "Hazardous Materials" shall also include any of the following: any
and all toxic or hazardous substances, materials or wastes listed in the United States
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Department of Transportation Table (49 CFR 172.101) or by the Environmental
Protection Agency as hazardous substances (40 CFR Part 302) and in any and all
amendments thereto in effect as of the date of the close of any escrow; oil,
petroleum, petroleum products (including, without limitation, crude oil or any
fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic
gas usable for fuel, not otherwise designated as a hazardous substance under
CERCLA; any substance which is toxic, explosive, corrosive, reactive, flammable,
infectious or radioactive (including any source, special nuclear or by-product
material as defined at 42 U.S.C. § 2011, et seq.), carcinogenic, mutagenic, or
otherwise hazardous and is or becomes regulated by any governmental authority;
asbestos in any form; urea formaldehyde foam insulation; transformers or other
equipment which contain dielectric fluid containing levels of polychlorinated
biphenyl's; radon gas; or any other chemical, material or substance (i) which poses
a hazard to the Site, to adjacent properties, or to persons on or about the Site, (ii)
which causes the Site to be in violation of any of the aforementioned laws or
regulations, or (iii) the presence of which on or in the Site requires investigation,
reporting or remediation under any such laws or regulations.
1.10. Improvements means any and all buildings, landscaping, infrastructure,
utilities, and other improvements to be built on the Reserve Property, or any part of
it.
1.11. Opening of Escrow means the date upon which Escrow Holder receives a fully
executed copy of this DDA pursuant to Section 2.4.
1.12. Reserve Property means certain real property composed of approximately 113
acres as approximately depicted and described in Exhibit A, attached hereto and
incorporated herein by reference, which is contemplated to be developed by CSU.
City will provide an exact legal description for inclusion as an exhibit to the
Grant Deed prior to closing.
1.13. Reserve Property Master Plan means a planning process to be undertaken by
CSU after conveyance of the Reserve Property for the purpose of determining short
and long term land uses to occur on the Reserve Property.
ARTICLE 2. PURCHASE AND SALE OF RESERVE PROPERTY
Section 2.1 Transfer of the Reserve Property. Subject to and in accordance with the
terms and conditions set forth in this DDA, the Agency agrees to transfer to CSU, and CSU
agrees to accept from the Agency, fee simple title to the Reserve Property, including all water,
mineral, oil, gas, and geothermal rights to said parcel, and including the right to extract the same
from said parcel, to the extent such mineral rights are owned by the Agency. The parties shall
cooperate with each other to develop a mutually acceptable legal description of the Reserve
Property prior to the date it is transferred by Agency to CSU.
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Section 2.2 Purchase Price. The purchase price for the Reserve Property to be paid
by CSU shall be the sum of $0.
Section 2.3 Condition of the Reserve Property.
2.3.1 Prior to and during the escrow period, CSU is granted permission to
enter onto the Reserve Property for the purpose of inspecting the Reserve Property, including
testing the soil. CSU shall indemnify, hold harmless, and defend the Agency against and hold
the Agency and the City harmless from, all losses, costs, damages, liabilities, liens, and
expenses, including, without limitation, reasonable attorneys' fees, arising out of such entry
and activities by CSU and its agents, employees, or contractors, prior to the Close of Escrow,
except to the extent any such losses, costs, damages, liabilities, and expenses arise out of the
gross negligence or willful acts of the Agency and/or the City. At any time during its
inspection of the Reserve Property, but within 55 calendar days of the Opening of Escrow,
CSU shall approve or disapprove of the condition of the Reserve Property. If CSU
disapproves the condition o f the Reserve Property, this DDA and the Escrow shall terminate.
CSU shall provide to the Agency its approval or disapproval in writing.
2.3.2 The Agency shall convey the Reserve Property to CSU in an "as is" "where
is" condition, without any warranty whatsoever to CSU as to the condition of any portion of
the Reserve Property, including whether the Reserve Property contains any Hazardous
Materials. CSU shall rely upon its own inspection of the Reserve Property and CSU's own
determination as to whether the physical condition of the Reserve Property shall be suitable
for CSU's purposes. CSU acknowledges and agrees that:
2.3.2.1 The Agency has made no representation or warranty with
respect to the Reserve Property except for those representations and warranties
contained in this DDA, and that prior to the Close of the Escrow, the Agency will
make no representations and warranties with respect to the Reserve Property, other
than those contained in this DDA.
2.3.2.2 CSU is acquiring the Reserve Property with the ultimate
objective of constructing improvements on the Reserve Property.
2.3.2.3 CSU's decision to acquire the Reserve Property shall be
based on the results of CSU's analysis and the reports it shall obtain prior to the Close
of Escrow.
2.3.2.4 The Agency has made no representation or warranty as to the
accuracy or completeness of any reports and other materials prepared by any persons,
and CSU is not relying on the accuracy and completeness of any reports and other
materials prepared by persons other than CSU, its agents, or contractors.
2.3.2.5 Except as specifically provided in this DDA, the Agency has
made no representation or warranty with respect to the use, fitness for a particular
reason, zoning, value, improvements, square footages or any other condition of the
Reserve Property.
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Except for the Agency's representations, warranties and covenants contained in this DDA, CSU
is acquiring the Reserve Property in "AS -IS," "WHERE -IS" condition "WITH ALL
FAULTS." CSU agrees that the Agency has no obligation to remedy any faults, defects, or
other adverse conditions described in any report or other material obtained by CSU or delivered
by the Agency to CSU, including the remediation of any Hazardous Material on the Reserve
Property.
Section 2.4 Onenine of Escrow. Within 10 days after CSU's approval of this DDA, the
parties shall cause escrow to be opened with Escrow Holder for the transfer of the Reserve
Property by the Agency to CSU. The Agency and CSU shall deposit with Escrow Holder a fully
executed duplicated original of this DDA, which shall serve as escrow instructions. The parties
shall provide such additional escrow instructions as shall be necessary and consistent with this
DDA. Escrow Holder is authorized to act under this DDA and to carry out its duties as Escrow
Holder.
Section 2.5 Condition of Title: Title Insurance.
2.5.1 Promptly following the execution of this DDA by both Parties, CSU shall
order a title report from a title company for delivery to CSU and to the Agency at CSU's
expense setting forth all liens, encumbrances, easements, restrictions, conditions, pending
litigation, judgments, administrative proceedings, and other matters affecting the Agency's title
to the Reserve Property, together with copies of all documents relating to title exceptions
referred to in the Preliminary Report (collectively, the "the Reserve Property Preliminary
Report.") CSU shall approve or disapprove each exception shown on the Reserve Property
Preliminary Report within 55 calendar days following the receipt of the Reserve Property
Preliminary Report. Notwithstanding the foregoing, the Agency shall be under no obligation
to remove any encumbrance to title, but the Agency agrees to cooperate in good faith with
CSU in CSU's efforts to eliminate any encumbrance to title, provided the Agency is not
obligated to pay any sums to the holder of such encumbrance to obtain the release of such
matters.
2.5.2 Subject to the terms of Section 2.5.1 above, CSU shall approve or
disapprove each encroachment, overlap, or boundary line dispute, or any other matter that
materially and adversely affects title to the Reserve Property or that violates any law, rule, or
regulation reflected on the Survey (each an "Exception") within 30 days after receiving said
ALTA Survey or after the Opening of the Escrow, whichever is later. Any such Exception
that CSU disapproves is termed a "Disapproved Exception." If CSU is unable to obtain a
discharge, satisfaction, release, or termination of a Disapproved Exception, or if the Agency
does not elect to do so, then CSU shall have the right, within 60 days of the Opening of
Escrow, to do one of the following:
2.5.2.1 Waive the Disapproved Exception and proceed with closing the
escrow, accepting title to the Site subject to the Disapproved Exception; or
2.5.2.2 Terminate this DDA, in which event both CSU and the Agency
shall be relieved of all further obligation and liability to each other under this DDA and
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all the funds and documents deposited with Escrow I lolder shall be promptly
refunded or returned, as the case may be, by Escrow Molder to the depositing party,
less reasonable escrow cancellation fees; or
2.5.2.3 Request from Agency an extension of time to do further
investigation prior to making a decision, which request shall not he unreasonably
withheld by Agency.
2.5.3 Upon satisfaction of the conditions to convey title to the Reserve
Property, the Agency shall convey title of the Reserve Property to CSU by Grant Deed. Title to
the Reserve Property shall be conveyed subject to (i) all title exceptions affecting the Reserve
Property shown on the Preliminary Title Report for the Reserve Property approved by CSU, (ii)
the covenants, conditions and restrictions benefiting and burdening the Reserve Property as
described in this DDA, and (iii) any other matters which arise out of the actions of CSU or its
agents and representatives ("Permitted Exceptions") but including all water, mineral, oil, gas,
and geothermal rights to the Reserve Property, including the right to extract the same from the
Reserve Property held by the Agency, if any. The Agency shall use reasonable efforts to cause
any disapproved exceptions to be removed by the Close of Escrow (so long as such exception
may be removed without the Agency being obligated to pay any sums to the holder thereof),
but if the Agency is unable to remove any disapproved non -monetary title exceptions, then the
Agency shall not be in breach of this DDA but CSU shall have the right to terminate this DDA.
2.5.4 At the Close of Escrow, CSU may, at CSU's sole cost and expense,
purchase a CLTA or an ALTA Owner's Standard Coverage Policy of Title Insurance, issued
by the Title Company, in favor of CSU, insuring that title is vested in CSU free and clear of
all liens, easements, covenants, conditions, restrictions, and other encumbrances of record,
other than the Permitted Exceptions for the Reserve Property. CSU may obtain one or more
extended coverage policies of title insurance or special endorsements at its own cost.
Section 2.6 Escrow Charees. CSU shall be responsible for paying (i) all Escrow
charges, and (ii) all recording fees, documentary and local transfer taxes that are legally
applicable to a transaction wherein CSU is the transferee.
Section 2.7 Conditions to Close of Escrow. The obligations of the Agency and CSU
under this DDA to close the escrow for the conveyance of the Reserve Property shall be subject
to the satisfaction or waiver of each of the following conditions:
2.7.1 Agency's Oversight Board has approved this DDA and/or the
conveyance of the Reserve Property, and the California Department of Finance has approved
this DDA and/or the conveyance of the Reserve Property.
2.7.2 CSU's (a) Chancellor or (b) Board of Trustees, shall each have approved
the transaction contemplated by this DDA and the acquisition of the Reserve Property.
2.7.3 The representations and warranties of the Agency and CSU contained in
this DDA shall be true and correct as of the Close of Escrow.
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2.7.4 The Agency shall have delivered all documents required to be delivered
by the Agency pursuant to Section 2.8 of this DDA.
2.7.5 The Title Company shall have issued a commitment to issue a Policy of
Title Insurance, as required herein, on the Close of Escrow, subject only to the Permitted
Exceptions on the Reserve Property, with liability equal to such sum as requested by CSU,
showing the Reserve Property vested in CSU.
If the foregoing conditions are not satisfied, and Escrow has not closed, by April 30, 2015 then
either the Agency or CSU shall have the right to terminate this DDA subject to parties' ability to
extend the closing date by mutual agreement as discussed in Section 2.9.
Section 2.8 Deposit into Escrow. The Agency agrees to deliver to Escrow Holder
prior to the Close of Escrow, the following instruments and documents, the delivery of each of
that shall be a condition of the Close of the Escrow:
2.8.1 A Grant Deed, duly executed and acknowledged by the Agency,
conveying a fee simple interest in the Reserve Property to CSU, subject to the restrictions
specified in Sections 3.1 through 3.5.
2.8.2 The Agency's affidavit as contemplated by California Revenue and
Taxation Code § 18662 ("Withholding Affidavit");
2.8.3 A Certification of Non -Foreign Status in accordance with I.R.C.
Section 1445 ("FIRPTA Certificate"); and
2.8.4 Such proof of the Agency's authority and authorization to enter into
this transaction as the Title Company may reasonably require in order to issue CSU's policy
of title insurance for the Reserve Property.
Section 2.9 Escrow's Closing Actions. The recordation of the Grant Deed conveying
the Reserve Property to CSU shall constitute the Close of Escrow. Escrow shall close within 60
days after Department of Finance approval, unless an extension of time is mutually agreed to.
Escrow Holder shall take the following actions to effectuate and finalize the Close of
Escrow:
2.9.1 Record the Grant Deed (marked for return to CSU) with the Riverside
County Recorder;
2.9.2 Obtain conformed copies of all instruments so records, bearing the
County Record's file marks, and deliver a copy of the same to both the Agency and CSU;
2.9.3 Issue the Title Policy to CSU, or cause the Title Company to issue the
Title Policy, with CSU as the insured;
2.9.4 If applicable, prorate any taxes, assessments, rents, and other charges, if
any, as of the Close of Escrow, if and to the extent CSU shall be liable for payment of such
matters after the Close of Escrow;
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2.9.5 Charge CSU for those costs and expenses to be paid by CSU under the
terms of the Escrow and disburse any net funds remaining after such disbursements to CSU;
2.9.6 Prepare and deliver to both CSU and the Agency one signed copy of
Escrow Holder's closing statement showing all receipts and disbursements of Escrow; and
2.9.7 Deliver to CSU a FIRPTA Certificate and Withholding Affidavit.
Section 2.10 Additional Provisions. The Agency and CSU may execute additional
appropriate escrow instructions if necessary as prepared by the Escrow 1-folder, which are
consistent with this DDA. If there is any inconsistency between the terms of this DDA and the
terms of the additional escrow instructions, the terms of this DDA shall control unless an intent
to amend the terms of this DDA is expressly stated in such instructions. Any amendment of
these escrow instructions shall be in writing and signed by both the Agency and CSU. At the
time of any amendment, Escrow Holder shall agree to carry out its duties as escrow holder
under such amendment. Escrow Holder is instructed to send copies of notices, demands and
communications between the Agency and CSU to or from the Agency or to or from CSU, to
both parties to the addresses and in the manner established in Section 6.1 of this DDA.
ARTICLE 3. USE, MAINTENANCE, AND NON-DISCRIMINATION OBLIGATIONS.
Section 3.1 Use of Reserve Property. CSU agrees that it shall use the Reserve
Property only for educational purposes as part of CSU mission, and for no other purpose
whatsoever, except as provided in this DDA. Notwithstanding the foregoing, CSU may lease
or License the operation of retail, commercial, restaurant and service uses as defined by
CSU's mission and Education Code 89046 that are incidental to and directly supportive of
CSU's post -secondary education operations, as applicable, and to the extent that are
customarily associated with similar universities. Such permitted uses include, but are not
limited to, a student union, university related housing, bookstore, and food
concessionaires and/or restaurants.
Section 3.2 Name. CSU agrees (i) that the words "Palm Desert" shall be included,
in perpetuity, in the name of the CSU post -secondary education operations upon the Reserve
Property, and (ii) if a separate campus of the CSU is built upon the Reserve Property, that the
name of the CSU Campus shall be "California State University, Palm Desert,".
Section 3.3 Restrictions on Transfer of Reserve Property. Except as provided in
Section 3.1, CSU shall not convey, sell, encumber, hypothecate, lease or otherwise transfer
(collectively, "Transfer") the Reserve Property or any portion thereof, or this DDA, or any
interest therein, without the prior written consent of the City, which consent may or may not be
given in the sole and absolute discretion of the City. Except as specifically permitted in
Section 3.1 and Section 89046 of the California Education Code, CSU shall comply with the
provisions of Sections 89720 and 89720.5 of the California Education Code.
Section 3.4 Obligations to Refrain from Discrimination. CSU covenants and agrees for
itself and its successors and assigns, and for every successor in interest to the Reserve Property, or
any part thereof, and to its rights under this DDA, that there shall be no discrimination against or
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segregation of any person, or group of persons, on account of sex, marital status, age, handicap, race,
color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the Reserve Property, and CSU shall not 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, subleases, or vendors of any portion of the Reserve Property
or the whole.
Section 3.5 Form of Nondiscrimination and Non -Segregation Clauses. CSU shall
refrain from restricting the rental, sale or lease of the Reserve Property or any portion thereof, on
the basis of sex, age, handicap, marital status, race, color, religion, creed, ancestry or national
origin of any person. All deeds, leases or contracts shall contain or be subject to substantially the
following nondiscrimination or non -segregation clauses:
1. In deeds: "The grantee herein covenants by and for himself, his 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
sex, marital status, race, age, handicaps color, religion, creed, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed,
nor shall the grantee himself or any person claiming under or through him, 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, subleases or vendors in the land herein
conveyed. The foregoing covenants shall run with the land."
2. In leases: "The lessee herein covenants by and for himself, his heirs,
executors, administrators and assigns, and all persons claiming under or through him, 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 sex, marital status, race, age, handicap, color, religion, creed, national origin or
ancestry, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased,
nor shall the lessee himself, or any person claiming under or through him, 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'."
3. In contracts relating to the sale or transfer of the Reserve Property, or any
interest therein:
"There shall be no discrimination against or segregation of any person or group of persons on
account of sex, marital status, race, age, handicap, color, religion, creed, national origin or
ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land,
nor shall the transferee himself or any person claiming under or through him, 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."
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RESOLUTION NO. 2015-04
Section 3.6 Restrictive Covenants. CSU agrees that the covenants and restrictions set
forth in Sections 3.1 through 3.5 shall burden the Reserve Property and shall run with the land for
the benefit of the Agency and its successors and assigns, and that the same shall remain in effect in
perpetuity, unless otherwise specifically set forth in connection with the such covenants and
restrictions. The Agency, the City and their successors -in -interest may obtain by appropriate legal
action specific performance of these covenants and restrictions and injunctive relief prohibiting the
breach of such covenants and restrictions. The Grant Deed regarding the Reserve Property shall set
forth the restrictive covenant as required by Sections 3.1 through 3.5, above, restricting and
burdening the Reserve Property as set forth in this Article. Such restrictive covenants shall be
in a form and in substance that shall be subject to the approval of CSU and the Agency; shall
provide that the restrictive covenants shall remain in effect in perpetuity (unless stated
otherwise within the specific terms set out above); and shall provide that the restrictive
covenant shall be enforceable by the Agency, the City and their successors -in -interest by
appropriate legal action for specific performance of their covenants and restrictions and for
injunctive relief prohibiting the breach of their covenants and restrictions.
Section 3.8. Development of Site.
a. CSU will provide the City with the opportunity to review and comment on any
proposed change in access points from the Reserve Property to the City of Palm
Desert right of way. The City will have 60 days upon receipt of proposed change
to provide comments in writing to the CSU. Construction related to new access
within the City of Palm Desert right of way will require written consent of the
Director of Public Works; such consent shall not be unreasonably withheld or
delayed.
b. CSU will provide the City with the opportunity to review and comment on
schematic design plans (including landscape plans) for new major capital
facilities, and signage along major arterial streets, for the Reserve Property. The
City will have 60 days upon receipt of the concept plans to provide comments
in writing to the CSU.
c. CSU is committed to sustainable landscaping, where appropriate, for the
Reserve Property. It is intended for landscape plans to be sensitive to local
water conservation efforts.
Section 3.9: Higher Educational Opportunities. CSU will continue to work
cooperatively with all regional educational partners to advance higher learning opportunities
for the Coachella Valley. CSU acknowledges that it has received the Reserve Property as a
gift from the citizens of the City of Palm Desert intended to augment higher educational
opportunities for the residents of the City, the Coachella Valley and the State of California.
ARTICLE 4. EVENTS OF DEFAULT; REMEDIES AND TERMINATION.
Section 4.1 Defaults - Definition. The occurrence of any or all of the following
shall constitute a default ("Event of default") under this DDA:
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RESOLUTION NO. 2015-04
4.1.1 A breach of any material term of this DDA by any Party not
involving the payment of money, and failure of such Party to cure such breach
within the time period stated, or if no cure period is stated, then within thirty (30)
days after the non -defaulting Party has given written notice to the defaulting Party;
provided, however, if such breach is not reasonably curable within such thirty (30)
day period, then such Party shall be deemed in Default only if such Party does not
commence to cure such breach within such thirty (30) day period and thereafter fails
to diligently pursue a cure of such breach to completion unless the provision
breached provides otherwise;
4.1.2 The Agency's failure or refusal to provide any requested
approvals without good faith, legitimate reason which could cause CSU to be
deemed in breach of this DDA or default or threat thereof;
4.1.3 Any breach of this DDA by any Party involving the payment
of money, and the continuance of such breach for a period of thirty (30) days after
the non -defaulting Party has given written notice to the defaulting Party, as
specified in Section 6.1.
Section 4.2 Remedies in the Event of Default. In the event of a Default by any
Party, the non-- defaulting Party shall have the right to terminate this DDA by delivering
written notice thereof to the defaulting Party and to Escrow Holder, subject to the rights of
the defaulting Party to cure such Default as provided above. Such Party may also seek
against the defaulting Party any available remedies at law or equity, including but not
limited to, the right to receive damages or to pursue an action for specific performance.
Section 4.3 No Personal Liability. No representative, agent, attorney, consultant,
or employee of the Agency shall personally be liable to CSU or any successor in interest of
CSU, in the event of any Default or breach by the Agency, or for any amount which may
become due to CSU or any successor in interest, on any obligation under the terms of this
DDA. No representative, agent, attorney, consultant, or employee of CSU shall personally
be liable to the Agency or any successor in interest of the Agency, in the event of any
Default or breach by CSU, or for any amount which may become due to the Agency or any
successor in interest, on any obligation under the terms of this DDA.
Section 4.4 Riehts and Remedies are Cumulative. The rights and remedies of the
parties are cumulative, and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same time or different times, of any
other rights or remedies for the same default or any other default by the non -defaulting
Party.
Section 4.5 Inaction Not a Waiver of Default. 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
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RESOLUTION NO. 2015-04
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 performance 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.
ARTICLE 5. INDEMNITY
Section 5.1 CSU's Indemnity. From and after the date of recordation of a grant
deed to CSU with respect to of the Reserve Property, CSU shall indemnify, defend, protect,
and hold harniless the Agency and the City, and their agents, employees, attorneys, and
representatives, from and against all losses, liabilities, claims, damages, costs and expenses
(including all reasonable out-of-pocket litigation costs and reasonable attorney's fees) and
demands of any nature whatsoever, related directly or indirectly to, or arising out of or in
connection with:
(i) The development of or Improvements on Reserve Property or the use,
ownership, management, occupancy, or possession of the Reserve Property,
(ii) Any of CSU's activities on of the Reserve Property (or the activities of
• CSU agents, employees, lessees, representatives, licensees, guests, invitees,
contractors, subcontractors, or independent contractors on of the Reserve
Property),
except to the extent such losses or liabilities are caused by the negligence or conduct of the
Agency or the City or its agents or contractors. CSU shall defend, at CSU's expense,
including attorneys' fees and, costs, the Agency and the City, and the Agency's and the
City's council members, board members, officers, employees, agents, attorneys, and
consultants, in any legal action or threatened legal action (including arbitrations and
mediations) based upon such alleged acts or omissions. The Agency and the City may in
their discretion participate in the defense of any such legal action.
Section 5.2 Aeencv's Indemnity. The Agency shall indemnify, defend, protect, and
hold harmless CSU, and its agents, employees, attorneys, and representatives, from and
against all losses, liabilities, claims, damages, costs and expenses (including all reasonable
out-of-pocket litigation costs and reasonable attorney's fees) and demands of any nature
whatsoever, related directly or indirectly to, or arising out of or in connection with of the
Reserve Property with respect to matters occurring on the Reserve Property prior to the
recordation of the grant deed transferring the Reserve Property to CSU, except to the
extent such losses or liabilities are caused by the negligence or conduct of CSU or its agents
or contractors. The Agency shall defend at the Agency's expense, including attorneys' fees
and costs, CSU and CSU's board members, officers, employees, agents, attorneys, and
consultants, in any legal action or threatened legal action (including arbitrations and
mediations) based upon such alleged negligence. CSU may in its discretion participate in the
defense of any such legal action.
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RESOLUTION NO. 2015-04
ARTICLE 6. GENERAL PROVISIONS
Section 6.1 Notices. All notices and demands shall be given in writing by certified
mail, postage prepaid, and return receipt requested, or by personal delivery. Notices shall be
considered given upon the earlier of (a) personal delivery or (b) 2 business days following
after deposit or delivery shown on the return receipt in the United States mail, postage
prepaid, certified or registered, return receipt requested. A copy of all notices shall be sent to
Escrow Holder. Notices shall be addressed as provided below for the respective Party;
provided that if any Party gives notice in writing of a change of name or address, notices to
such Party shall thereafter be given as demanded in that notice:
The Agency:
Successor Agency to the Palm Desert Redevelopment Agency
73-510 Fred Waring Drive
Palm Desert, CA 92660
Attn.: Executive Director
Facsimile: 760-341-6372
With a Copy to: Best Best & Krieger LLP
74-760 Highway 111, Suite 200
Indian Wells, CA 92210
Facsimile: 760-340-6698
Attn.: David Erwin
CSU:
Dr. Douglas Freer
Vice President for Administration & Finance
California State University, San Bernardino
5500 University Parkway
San Bernardino, California 92407
Telephone: 909-537-5130
Facsimile: 909-537-7032
With a copy to: Dr. Steven Lohr
Chief of Land Use Planning & Environmental Review
California State University
Office of the Chancellor
401 Golden Shore, 2"d Floor
Long Beach, California 90802-4210
Telephone: 562-951-4120
Facsimile: 562-951-4924
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RESOLUTION NO. 2015-04
Section 6.2 Construction. The Parties agree that each Party and its counsel have
reviewed and revised this DDA and that any rule of construction to the effect that ambiguities
are to be resolved against the drafting Party shall not apply in the interpretation of this DDA or
any amendments or exhibits. This DDA shall be construed as a whole according to its fair
language and common meaning to achieve the objectives and purposes of the Parties.
Section 6.3 Force Maieure. Notwithstanding anything to the contrary in this DDA,
a party 's nonperformance shall be excused when performance is prevented or delayed by
reason of any of the following forces reasonably beyond the control of such party: (i) war,
insurrection, riot, flood, severe weather, earthquake, fire, casualty, acts of public enemy,
governmental restriction, litigation, acts or failures to act of any governmental agency or
entity, including the Agency, or (ii) inability to secure necessary labor, materials or tools,
strikes, lockouts, delays of any contractor, subcontractor or supplier. In the event of an
occurrence described in clauses (i) and (ii) above, such nonperformance shall be excused and
the time of performance shall be extended by the number of days the matters described in
clauses (i) and (ii) above prevent or delay performance.
Section 6.4 Interpretation In this DDA, the neuter gender includes the feminine
and masculine, and singular number includes the plural, and the words "person" and
"party" include corporation, partnership, governmental entity, firm, trust, or association
wherever the context so requires.
Section 6.5 Time of the Essence. Time is of the essence of this DDA.
Section 6.6 Warranty Against Payment of Consideration for DDAA. CSU, the
Agency and the City, warrant that they have not paid or given, and will not pay or give, to
any third person, any money or other consideration for obtaining this DDA, other than
normal costs of conducting business and costs of professional services such as architects,
engineers and attorneys.
Section 6.7 Entire Agreement: Waivers and Amendments. This DDA may be
executed in duplicate originals. Escrow Holder may accept escrow instructions in
counterparts. This DDA, together with all attachments, exhibits, and other agreements
executed pursuant to the terms of this DDA, constitutes the entire understanding and
agreement of the Parties. This DDA integrates all of the terms and conditions mentioned or
incidental to this DDA, and supersedes all negotiations or previous agreements between the
Parties with respect to the subject matter of this DDA. No subsequent agreement,
representation or promise made by either Party, 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. No person is authorized to make, and by execution of this DDA CSU
and the Agency acknowledge that no person has made, any representation, warranty,
guaranty or promise except as specifically set forth in this DDA; and no agreement,
statement, representation or promise made by any such person which is not contained in this
DDA shall be valid or binding on CSU or the Agency.
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RESOLUTION NO. 2015-04
Section 6.8 Severabilitv. Each and every provision of this DDA is, and shall be
construed to be, a separate and independent covenant and agreement. If any term or
provision of this DDA or its application shall to any extent be held to be invalid or
unenforceable, the remainder of this DDA, or the application of such term or provision to
circumstances other than those to which it is invalid or unenforceable, shall not be affected,
and each term and provision of this DDA shall be valid and shall be enforced to the extent
permitted by law.
Section 6.9 Headings. All section headings and subheadings are inserted for
convenience only and shall have no effect on the construction or interpretation of this
DDA. The references to "Section" shall refer to the sections of this DDA unless it is clear
from the context that another meaning is intended.
Section 6.10 No Third Party Beneficiaries other than the City. The parties
specifically acknowledge that the City is intended to be a third party beneficiary of this DDA
with the right to enforce the terms thereof. This DDA is made and entered into for the sole
protection and benefit of the Agency and CSU, the City and their successors and assigns.
No other person, including individual residents of City, shall have any right of action based
upon any provision of this DDA.
Section 6.11 Governing Law: Jurisdiction: Service of Process. This DDA and the rights
of the Parties shall be governed by California law. The Parties consent to the exclusive
jurisdiction of the California Superior Court for the County of Riverside. If any legal action is
commenced by CSU against the Agency, or by Agency against CSU, service of process on the
Agency shall be made by personal service upon the executive director or secretary of the
Agency, or in such other manner as may be provided by law. If any legal action is commenced
by Agency against CSU, service of process on CSU shall be made by personal service on the
President of the Board of Trustees of CSU, or in such other manner as may be provided by law.
CSU agrees, for the benefit of the Agency, that it shall designate an agent for service of process
in the State of California in the manner prescribed by law, and if it fails to do so, the State
Attorney General of the State of California is designated as agent for CSU, with full authority to
receive such service of process on its behalf, which designation and authorization shall survive
the Close of Escrow and be irrevocable.
Section 6.12 Survival. The provisions of this DDA shall not terminate but
rather shall survive any conveyance and the delivery and performance of all
consideration.
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RESOLUTION NO. 2015-04
IN WI"I'NESS WHEREOF, the parties have executed this DDA as of the day and year first
written above
AGENCY CSU
SUCCESSOR AGENCY TO
THE PALM DESERT DEVELOPMENT
AGENCY
TRUSTEES OF THE
CALIFORNIA STATE UNIVERSITY
By: By:
Printed Name: John M. Wohlmuth Printed Name: Elvyra F. San Juan
Title: Executive Director Title: Assistant Vice Chancellor of Capital
Planning, Design & Construction
ATTEST:
By:
Rachelle D. Klassen, Secretary
RECOMMENDED BY CAMPUS:
California State University, San Bernardino
By:
Printed Name: Tomas D. Morales
Title: President
For California State University, San
Bernardino
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RESOLUTION NO. 2015-04
EXHIBIT A
APPROXIMATE PROPERTY DESCRIPTION
(attached)
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RESOLUTION NO. 2015-04
EXHIBIT "A"
Legal Description
Parcel "A"
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 east half of
Section 33 and 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.
EXCEPTING THEREFROM 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.
ALSO EXCEPTING THEREFROM that certain parcel of land described as follows:
Beginning at the westerly corner of that certain parcel of land described in said Grant
Deed to the City of Palm Desert per Document No. 2002-254640, 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 Califomia recorded February 10, 2003, as Document No. 2003-
095264, Official Records of said County of Riverside;
Page 1 of 3
RESOLUTION NO. 2015-04
thence along said east line S 0" 09' 28" E 627.17 feet to the most easterly southeast
corner of said parcel of land per Document No. 2003-095264;
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.
ALSO EXCEPTING THEREFROM that certain parcel of land described as follows:
Beginning at a point in the easterly line of said parcel of land described in the Grant
Deed per Document No. 2011-0115457, said point also being in the westerly right-of-
way line of Gerald Ford Drive, 55.00 feet in half width, said point being the northerly
terminus of that certain course described as S 18°22'05" E 480.55 feet;
thence S 18°22'05" E along said easterly line 124.61 feet;
thence N 63°22'05" W 32.53 feet;
thence S 71 °37'55" W 332.36 feet;
thence N 18°22'05" W 332.03 feet;
thence N 71 °37'55" E 326.84 feet to a point in said easterly line of the parcel of land and
said westerly right-of-way line of Gerald Ford Drive, and the beginning of a non -tangent
curve, concave to the southwest, having a radius of 945.00 feet, a radial line through
said beginning of curve bears N 57°31'09" E;
thence southeasterly 232.77 feet along said curve through a central angle of 14°06'46"
to the Point of Beginning.
Page 2 of 3
•r
RESOLUTION NO. 2015-04
Parcel "A" containing 114.10 acres, more or Tess.
Subject to all covenants, rights, right-of-ways and easements of record, if any.
4
R. Page Gamer
City Surveyor
City of Palm Desert, CA
Date
Page 3 of 3
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