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Home My WebLink AboutCC RES 2018-29RESOLUTION NO. 2018-29 C27980 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT APPROVING AN ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN THE CITY AND THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY PERTAINING TO THE SUCCESSOR AGENCY'S ASSIGNMENT OF INTERESTS AND OBLIGATIONS UNDER A COOPERATIVE AGREEMENT AND RELATED DOCUMENTS FOR THE SHERIFF STATION PROPERTY AND TAKING RELATED ACTIONS RECITALS: A. In 2008, the former Palm Desert Redevelopment Agency (the "Former Agency") and the County of Riverside (the "County") conveyed a property, consisting of approximately 10.87 acres located on Gerald Ford Drive (the "Property"), to the County for the development and use of the Property as a sheriff station; and B. Such conveyance was pursuant to a Cooperative Agreement Between The Palm Desert Redevelopment Agency and the County of Riverside Concerning the Construction Financing and Acquisition of Sheriff Station, dated as of July 29, 2008 (the "Cooperative Agreement"); and C. Pursuant to the Cooperative Agreement, there were also executed a Grant Deed for the transfer of the Property, a Landscape Maintenance Agreement, and a Restrictive Covenant Agreement (collectively, with the Cooperative Agreement and other documents executed in connection therewith, the "Sheriff Station Documents"); and D. The Sheriff Station Documents contain terms and provisions which continue to bind and benefit the County and the Successor Agency to the Palm Desert Redevelopment Agency (the "Successor Agency") as the successor to the Former Agency; and E. Contained in the Sheriff Station Documents are certain restrictive covenants including, among others, a covenant by the County to maintain the Property as a sheriff station, so long as the County is under contract to provide sheriff services to the City of Palm Desert (the "City"); and F. As such, the Former Agency's interests under the Sheriff Station Documents (which are now the Successor Agency's interests) are assets used for governmental purposes; and G. HSC Section 34181(a)(1) sets forth certain requirements for the Oversight Board of the Successor Agency (the "Oversight Board") to direct the Successor Agency to dispose of the Former Agency's assets, but provides that the Oversight Board may direct the Successor Agency to transfer ownership of an asset that was constructed and used for a governmental purpose (including, among others, police stations) to the appropriate public jurisdiction; and G \rda\Veromca'I apia\word Files\Staff Reports\Successor Agency\Palm Desert - City Council reso re Sheriff -Station interest assignment 5-24- 18 docx RESOLUTION NO. 2018-29 H. There has been prepared the form of an Assignment and Assumption Agreement (the "Assignment Agreement"), to be entered into by the Successor Agency and the City, whereby the Successor Agency will assign all of its obligations, rights and interests under the Sheriff Station Documents to the City I. The Oversight Board is expected to consider the adoption of a resolution directing the assignment of the Successor Agency's obligations, rights and interests under the Sheriff Station Documents to the City, in furtherance of the Successor Agency's wind - down of the Former Agency's affairs; NOW, THEREFORE, THE CITY COUNCIL TO THE CITY OF PALM DESERT DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals are true and correct and are a substantive part of this Resolution. Section 2. Assignment Agreement. The Assignment Agreement, in the form attached hereto as Exhibit A, is hereby approved. The Mayor (or in the Mayor's absence, the Mayor Pro Tem) is hereby authorized to execute and deliver, for and in the name of the City, the Assignment Agreement, in substantially such form, with changes therein as the Mayor (or the Mayor Pro Tem, as the case may be) may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 3. Other Acts. The officers and other Staff members of the City are hereby authorized, jointly and severally, to do all things (including but not limited to the execution of any certificates or other instruments) which they may deem necessary or proper to effectuate the purposes of this Resolution and the Assignment Agreement, and consummate the assignment and assumption thereunder, and any such actions previously taken are hereby ratified and confirmed. PASSED, APPROVED and ADOPTED this 24th day of May, 2018. AYES: HARNIK, KELLY, NESTANDE, WEBER, and JONATHAN NOES: NONE ABSENT: NONE ABSTAIN: NONE SABBY ONATHAN, MAYOR ATTEST: RA HELLE D. KLASSE , CITY CLER CITY OF PALM DESERT, CALIFORNIA -2- G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Palm Desert - City Council reso re Sheriff Station interest assignment 5-24- 18.docx EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT (substantial final form) (i.\rda\Veronica'i apia\Word Files\Staff Reports\Successor Agency\Palm Desert - SA reso re Sheriff Station interest assignment 5-24-1 R doc‘ RESOLUTION NO. 2018-29 [This page has intentionally been left blank.] RESOLUTION NO. 2018-29 RECORDING REQUESTED BY: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92660 And when recorded return to: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92660 Attn: City Manager With a copy to: Richards, Watson & Gershon 355 S. Grand Ave., 40th Floor Los Angeles, CA 90071 Attn: Jim G. Grayson, Esq. SPACE ABOVE T111S LINE FOR RECORDER'S (SE This Assignment and Assumption Agreement is exempt from Recording Fees pursuant to California Government Code Sections 6103 and 27383 ASSIGNMENT AND ASSUMPTION AGREEMENT (Sheriff Station) This ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement"), is dated as of , 2018, and is entered into by and between the SUCCESSOR AGENCY "1'0 THE PALM DESERT REDEVELOPMENT AGENCY (the "Successor Agency"). and the CITY OF PALM DESERT, a California municipal corporation (the "City"). RECITALS A. The former Palm Desert Redevelopment Agency (the "Former Agency"), and the County of Riverside, a political subdivision of the State of California (the "County"), entered into that certain Cooperative Agreement Concerning the Construction Financing and Acquisition of Sheriff Station, dated as of July 29, 2008 (the "Cooperative Agreement"). B. Pursuant to the Cooperative Agreement, the Former Agency entered into that certain Landscape Maintenance Agreement with the County, dated as of October 28, 2008 and recorded as Document No. 2008-0577537 in the Official Records of the County Recorder of Riverside County (the "Landscape Agreement"). C. Pursuant to the Cooperative Agreement, the Former Agency entered into that certain Restrictive Covenant Agreement with the County, dated as of October 28. 2008 and 12812-0001\21820410 doc RESOLUTION NO. 2018-29 recorded as Document No. 2008-0577536 in the Official Records of the County Recorder of Riverside County (the "Restrictive Covenant"). D. Pursuant to the Cooperative Agreement, the Former Agency executed and delivered that certain Grant Deed to County, dated as of October 28, 2008 and recorded as Document No. 2008-0577535 in the Official Records of the County recorder of Riverside County (the "Grant Deed"). E. Pursuant to AB X1 26 (enacted in June 2011, as modified by the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Ca1.4'h 231(2011) (`'Matosantos"), the Former Agency was dissolved as of February 1. 2012, the Successor Agency was established, and an oversight board to the Successor Agency was established. F. Pursuant to California Health and Safety Code ("11SC") Section 34175(b) and the California Supreme Court's decision in Matosantos, on February 1, 2012, properties of the Former Agency transferred to the control of the Successor Agency by operation of law, including the Former Agency's rights and obligations under the Cooperative Agreement, Landscape Agreement, Restrictive Covenant, and the Grant Deed, and all other documents pertaining to and executed by the Former Agency in connection therewith. NOW, THEREFORE, for and in consideration of the following agreements of the parties hereto the City and the Successor Agency hereby agree as follows: AGREEMENT 1. Assignment. As of the date hereof, the Successor Agency assigns to the City: (i) all of the Successor Agency's rights and interests in, under and to the Cooperative Agreement. Landscape Agreement. Restrictive Covenant, Grant Deed, and all other documents pertaining to and executed by the Former Agency in connection therewith; and (ii) all of the Successor Agency's obligations under the documents described in (i) above arising after the date hereof; it being agreed among the parties hereto that the Successor Agency shall retain the obligations or liability under such documents that arose prior to the date hereof. 2. Assumption. As of the date hereof, the City accepts the assignment of the Successor Agency's rights, interests in, under and to the Cooperative Agreement, the Landscape Agreement, the Restrictive Covenant. the Grant Deed and all other documents pertaining to and executed by the Former Agency in connection therewith as described in Section 1(i), and assumes the obligations of Successor Agency thereunder arising after the date hereof. 3. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. 4. Further Assurances. The parties hereto hereby agree to execute such other documents and perform such other acts as may be necessary or desirable to carry out the purposes of this Agreement. 5. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns. 128 12-0(101 \2 18204 I v3 doc -2- RESOLUTION NO. 2018-29 6. Attorneys' Fees. Should any action be brought arising out of this Agreement, including, without limitation, any action for declaratory or injunctive relief, each party shall bear their own attorneys' fees and costs and expenses of investigation as may be incurred. 7. Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed as original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first set forth above. SUCCESSOR AGENCY: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PALM DESERT By: Lauri Aylaian, Executive Director CITY: CITY OF PALM DESERT, a California municipal corporation By: Sabby Jonathan, Mayor Attest: Rachelle D. Klassen, City Clerk APPROVED AS "1'O FORM: RICIIARDS, WATSON & GERSHON, A Professional Corporation By: Jim Grayson Special Counsel to the Successor Agency 12812-0001 \ 21820410 doc -3-