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HomeMy WebLinkAboutOB-175RESOLUTION NO. OB- 175 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTION OF A PURCHASE AND SALE AGREEMENT FOR PROPERTY LOCATED AT NORTHEAST CORNER OF COUNTRY CLUB DRIVE AND DESERT WILLOW DRIVE, PALM DESERT, CA (APN 620-370-002, 003, 004, 017, 018, 020, 033, 043, PROPERTY 12e OF THE LONG RANGE PROPERTY MANAGEMENT PLAN WITH THE CITY OF PALM DESERT RECITALS: A. Pursuant to AB X1 26 (enacted in June 2011), as modified by the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Palm Desert Redevelopment Agency (the "Former Agency") was dissolved as of February 1, 2012 and the Successor Agency was established, and the Oversight Board to the Successor Agency (the "Oversight Board") was constituted. B. AB 1484 (enacted June 2012) amended and supplemented AB X1 26 (AB X1 26 and AB 1484, together, being referred to below as the "Dissolution Act"). C. Pursuant to the Dissolution Act, the Successor Agency is tasked with winding down the affairs of the Former Agency. D. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all real properties of the Former Agency transferred to the control of the Successor Agency by operation of law. E. On May 5, 2014, the Oversight Board adopted Resolution No. OB-073, approving a long-range property management plan (the "LRPMP") which addresses the disposition of the real properties owned by the Successor Agency. F. As indicated in the Department of Finance's (DOF) letter dated June 2, 2014, the DOF has approved the LRPMP. G. Pursuant to HSC Section 34191.3, the DOF approved LRPMP shall govern, and supersede all other provisions of the Dissolution Act relating to, the disposition and use of the real property assets of the Former Agency. H. Pursuant to the approved LRPMP, the Oversight Board authorizes the execution of a Purchase and Sale Agreement (see Exhibit A) with The City of Palm Desert for Property 12e of the LRPMP (APN 620-370-002, 003, 004, 017, 018, 020, 033, 043) in the amount of $2,670,000.00 (fair market value). In accordance with the terms of California Health and Safety Code Section 34191.5(c)(2)(B), the proceeds of this property sale will distributed as property taxes to the affected taxing entities. -1- RESOLUTION NO. OB - 175 J. The Oversight Board is adopting this Resolution to direct the execution of the Purchase and Sale Agreement (see Exhibit A) with The City of Palm Desert for fair market value as directed by the approved LRPMP. K. Notice of the proposed action presented in this Resolution was posted on the Successor Agency's website (being a page on the City's website) and at three public places: beginning on April 26 , 2018. NOW, THEREFORE, THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. The above recitals, and each of them, are true and correct. Section 2. The Oversight Board hereby authorizes and directs the Successor Agency to complete the execution of the Purchase and Sale Agreement (see Exhibit A) with The City of Palm Desert for fair market value as directed by the approved LRPMP. The Executive Director of the Successor Agency is hereby authorized to execute the Purchase and Sale Agreement to complete the disposition of the properties. Section 3. The members of the Oversight Board and officers and staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable to effectuate this Resolution. Section 4. This Resolution shall become effective in accordance with HSC Section 34181(f). APPROVED and ADOPTED this 7th day of May AYES: McCORMICK, RODRIGUEZ, STENDELL, WILSON, and WEBER NOES: NONE ABSENT: BIANCO and JONATHAN ABSTAIN: NONE ATTEST: , 2018. SUSAN MARIE WEBER, CHAIR RA HELLE D. SS , SECRETAR OVERSIGHT BOARD FOR THE SUCC SSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY -2- RESOLUTION NO. OB - 175 EXHIBIT A OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY PURCHASE AND SALE AGREEMENT FOR PROPERTY LOCATED AT NORTHEAST CORNER OF COUNTRY CLUB DRIVE AND DESERT WILLOW DRIVE, PALM DESERT, CA (APN 620-370-002, 003, 004, 017, 018, 020, 033, 043, PROPERTY 12e OF THE LONG RANGE ROPERTY MANAGEMENT PLAN WITH THE CITY OF PALM DESERT -3- RESOLUTION NO. OB - 175 CONTRACT NO. SA36970 AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS Foresite Escrow 41-995 Boardwalk, Suite G-2 Palm Desert, CA 92211 Attention: Esther Lopez, Escrow Officer ("Escrow Holder") Escrow No.: THIS AGREEMENT OF PURCHASE AND SALE AND ESCROW INSTRUCTIONS ("Agreement") is dated for reference purposes as of this day of , 2018 (the "Effective Date"), by and between the SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY, a public entity ("Seller"), and CITY OF PALM DESERT, a California municipal corporation ("Buyer"). The Seller and Buyer are hereinafter sometimes individually referred to as a "party" and collectively referred to as the "parties". This Agreement is made with reference to the following facts: RECITALS A. Seller is the owner of certain real property located in the City of Palm Desert, Riverside County, California, commonly known as APNs: 620-370-002, 003, 004, 017, 018, 020, 033 and 043 and more particularly described in Exhibit A attached hereto ("Property"). Reference herein to the Property includes all of Seller's right, title and interest in and to any and all improvements, fixtures, rights -of -way, utility rights, entitlements, claims or other benefits in any way connected with the Property. B. Buyer desires to purchase the Property from Seller and Seller desires to sell the Property to Buyer pursuant to the terms and conditions set forth in this Agreement. THE PARTIES AGREE AS FOLLOWS: 1. Purchase and Sale of Property. Upon the terms and conditions described below, Buyer agrees to purchase and Seller agrees to sell and convey the Property to Buyer. 2. Purchase Price. The purchase price for the Property will be an amount equal to Two Million Six Hundred Seventy Thousand Dollars ($2,670,000.00) ("Purchase Price"). The Purchase Price shall be paid in cash, and this Agreement is not subject to any financing contingency. 3. Payment of Purchase Price. Not later than two (2) business day prior to Closing, Buyer shall deposit with Escrow Holder in immediately available funds the Purchase Price, together with such other amounts as may be required in order to pay Buyer's share of closing costs and prorations. -1- 128I2-0001\2171395v2 doe RESOLUTION NO. OB - 175 CONTRACT NO. SA36970 4. Title. 4.1 Preliminary Title Report. Upon execution of this Agreement by both parties, Seller will order from Lawyer's Title Company, 3480 Vine Street, Suite 300, Riverside, California 92507 ("Title Company") a preliminary title report, together with legible copies of all title exception documents described therein (collectively the "Report"). Within five (5) business days after Buyer's receipt of the Report, Buyer may object, by written notice to Seller, to any title exceptions which Buyer determines are unacceptable, in Buyer's sole discretion. Seller may thereafter elect, at its option and at its sole cost and expense, either to eliminate such title objections prior to or at the Close of Escrow, or not to do so. If Seller is unable or unwilling to eliminate any such title objections, Buyer may elect to terminate this Agreement. Alternatively, Buyer may elect to waive any such title objections and accept title to the Property subject to such matters. 4.2 Title Policy. At Close of Escrow, Seller will convey good and marketable title to the Property to Buyer as evidenced by a CLTA Standard Form Owners Policy of Title Insurance, or at Buyer's election and expense, an ALTA Extended Owner's Policy of Title Insurance, issued by the Title Company in an amount equal to the Purchase Price, and containing such endorsements (the "Endorsements") as Buyer may, at Buyer's expense, reasonably require ("Title Policy"). 5. [Intentionally Omitted]. 6. As Is Acceptance of Property. Buyer acknowledges that prior to Close of Escrow, it will have had the opportunity to conduct such tests and evaluations as it deems reasonably necessary in order to investigate the condition of the Property, including its environmental status. Buyer acknowledges that it is acquiring the Property in its "as is" condition with no warranty or representation from Seller regarding the physical condition of the Property, its environmental condition or its suitability for Buyer's intended purposes. Buyer acknowledges that it is acquiring the Property based solely in reliance on its own inspections and examination and its own evaluation of the Property. Buyer agrees that no representations, statements or warranties have at any time been made by Seller or its agents regarding the physical condition of the Property except as may be contained in this Agreement. Buyer acknowledges that there may be conditions affecting the Property unknown to Buyer that may adversely affect its value or use for Buyer's intended purposes. Buyer nevertheless waives any rights or recourse it may have with respect to such unknown conditions and any damage, loss, costs or expense related thereto, including rights accruing under California Civil Code § 1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." -2- 12812-0001\2171395Q doc RESOLUTION NO. OB - 175 CONTRACT NO. SA36970 Buyer acknowledges that it has either consulted with or had an opportunity to consult with legal counsel regarding the above waiver. The provisions of this Section 6 will survive Close of Escrow. Buyer's Initials 7 Escrow. 7.1 Escrow Instructions. This Agreement shall constitute instructions of Buyer and Seller to Escrow Holder. The parties agree to execute such additional pro forma instructions as Escrow Holder may reasonably require, however, in the event of a conflict, the terms and provisions of this Agreement shall govern. 7.2 Opening of Escrow. Upon execution of this Agreement, Buyer and Seller shall cause an escrow to be opened with Escrow Holder by depositing with Escrow Holder a fully executed copy of this Agreement. Escrow shall be deemed opened as of the date this Agreement is deposited with Escrow Holder ("Escrow Opening"). 7.3 Close of Escrow; Closing Date. "Close of Escrow" shall mean the date on which the Grant Deed conveying title from Seller to Buyer is recorded in the Official Records of the County Recorder of Riverside County, California. The form of the Grant Deed will be as set forth in Exhibit B attached hereto. Provided that this Agreement is not earlier terminated pursuant to the terms and provisions hereof, and provided that all of the conditions precedent to the Close of Escrow set forth in this Agreement have been approved or waived as herein provided, Escrow shall close on or before thirty (30) days following the Escrow Opening ("Closing Date"). Seller may terminate this Agreement if Seller has performed its obligations hereunder, and failure to close Escrow results from a material default by Buyer. Buyer may terminate this Agreement if Buyer has performed its obligations hereunder, and failure to close Escrow results from a material default by Seller. By causing the Close of Escrow to occur, Escrow Holder shall be deemed to have irrevocably committed to cause the Title Company to issue the Title Policy to Buyer. If the County Recorder of Riverside County, California is closed on the last day for closing Escrow, then the parties agree that Escrow Holder shall have until the next day the Recorder is open to record the Grant Deed and close Escrow. 7.4 Documents and Funds from Buyer. Not later than two (2) business days prior to the Closing Date, Buyer will deliver or will assure that the following documents and funds have been delivered to Escrow Holder: (a) Purchase Price. The Purchase Price, as described in Section 2 above. (b) Preliminary Change of Ownership Statement. A Preliminary Change of Ownership Statement or in lieu thereof, the appropriate fee, to be provided to the Recorder's office at Close of Escrow. -3- 12812-000I\2171395Q doc RESOLUTION NO. OB - 175 CONTRACT NO. SA36970 (c) Other Sums and Documents. All other sums and documents required by Escrow Holder according to this Agreement to carry out and close the Escrow. 7.5 Documents and Funds from Seller. Not later than two (2) business day prior to the Closing Date, Seller will deliver or will assure that the following documents and funds have been delivered to Escrow Holder: (a) Grant Deed. The Grant Deed, duly executed and acknowledged by the Buyer and Seller, conveying a fee simple interest in the Property to Buyer. (b) FIRPTA Affidavit. The Seller's affidavit as contemplated by California Revenue and Taxation Code Section 18662. (c) Other Sums and Documents. All other documents and sums required by Escrow Holder according to this Agreement to carry out the Escrow and to issue the Title Policy to Buyer in the form required by Buyer. 7.6 Conditions to the Close of Escrow. Close of Escrow shall not take place unless and until: (a) Seller's Obligation. Seller's obligation to sell the Property to Buyer is contingent on the following: (i) Buyer shall have delivered the Purchase Price, less any credits described in this Agreement, for the Property. (ii) Buyer shall have timely performed all other obligations of Buyer under this Agreement. In the event that any of the foregoing conditions have not occurred or been satisfied or waived by the Closing Date, Seller shall be entitled to terminate this Agreement and, subject to the provisions of Section 7.9 below, any funds deposited by Buyer and any interest thereon will be returned to Buyer. (b) Buyer's Obligation. Buyer's obligation to purchase the Property is contingent on the following: (i) Buyer shall have approved or shall be deemed to have approved the Report for the Property pursuant to Section 4.1. (ii) Seller shall have delivered insured title to the Property on the terms required by Section 4. (iii) No loss or damage to the Property shall have occurred which would permit Buyer to terminate this Agreement pursuant to the provisions herein below. -4- 12812-0001\2171395v2 doc RESOLUTION NO. OB — 175 CONTRACT NO. SA36970 (iv) Seller shall have performed all of its other obligations under this Agreement. In the event that any of the foregoing conditions have not occurred or been satisfied or waived by the date(s) specified, Buyer shall be entitled to terminate this Agreement and, subject to the provisions of Section 7.9 below, any funds deposited by Buyer, and any interest thereon will be returned to Buyer. (c) Delivery of Sums and Documents. Both parties have deposited with Escrow Holder all sums and documents required by this Agreement. (d) Title Policy. The Title Company is prepared to issue the Title Policy to Buyer with title as described in Section 4 above. 7.7 Closing Procedure. Upon receipt of all funds and instruments described in this Section 7, and upon satisfaction or waiver of all contingencies and conditions set forth in this Agreement, Escrow Holder shall: (a) Record the Grant Deed. Record the Grant Deed in the Official Records of Riverside County, California. (b) Title Policy. Cause the Title Policy to be issued. (c) Purchase Price. Deliver the Purchase Price to Seller, Tess any costs and expenses shown on the closing statements approved by Seller and Buyer, which costs and expenses shall be disbursed as instructed by Seller and Buyer in escrow instructions delivered to Escrow Agent prior to the Closing Date. 7.8 Electronic/Counterpart Documents. In the event Buyer or Seller utilizes "facsimile" or other electronically transmitted signed documents, the parties hereby agree to accept and instruct Escrow Holder to rely upon such documents as if they bore original signatures. Buyer and Seller hereby agree to provide to Escrow Holder such documents bearing the original signatures within seventy-two (72) hours after transmission. Buyer and Seller further acknowledge and agree that electronically transmitted documents bearing non -original signatures will not be accepted for recording. Escrow Holder is authorized to utilize documents which have been signed by Buyer and Seller in counterparts. 7.9 Costs of Escrow. Buyer and Seller agree that Seller will pay all closing costs. Additionally, (i) Buyer agrees to pay pay one-half (1/2) of Escrow Holder's fee, and any additional costs and charges customarily charged to buyers in accordance with common escrow practices in Riverside County and (ii) Seller shall pay one-half (1/2) of Escrow Holder's fee, the costs and expenses associated with the issuance of the Title Policy as described in Section 4, and any additional costs and charges customarily charged to sellers in accordance with common escrow practices in Riverside County. -5- 12812-000I\2171395v2 doc RESOLUTION NO. OB — 175 CONTRACT NO. SA36970 7.10 Property Taxes and Assessments. Under Seller's ownership, the Property has not been subject to real property taxes or assessments. At the Close of Escrow, Buyer will become liable for all real property taxes and assessments (including any supplemental assessments) allocable to the Property after the Close of Escrow. 7.11 Brokers' Commissions. Neither party has had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any real estate broker or other person who can claim a right to a commission or finder's fee in connection with the sale contemplated herein. If any other broker or finder perfects a claim for a commission or finder's fee based upon any such contact, dealings or communication, then the party through whom such person makes its claim shall indemnify, hold harmless and defend the other party (the "Indemnified Party") from any and all costs, damages, claims, liabilities, losses, or expenses, (including without limitation, reasonable attorneys' fees and disbursements) incurred by the Indemnified Party in defending against the claim. The provisions of this Section shall survive termination of this Agreement and the Close of Escrow. 7.12 Possession. Possession of the Property shall be surrendered to Buyer at the Close of Escrow. 7.13 Report to IRS. After Close of Escrow and prior to the last date on which such report is required to be filed with Internal Revenue Service ("IRS"), and if such report is required pursuant to Section 6045(e) of the Internal Revenue Code, Escrow Holder shall report the gross proceeds of the purchase and sale of the Property to the IRS on Form 1099-B, W-9 or such other form(s) as may be specified by the IRS pursuant to said Section 6045(e). Concurrently with such filing, Escrow Holder shall deliver a copy thereof to Buyer and Seller. 8. Remedies for Default. If Seller defaults under this Agreement, Buyer may, at its option, terminate this Agreement or initiate an action for specific performance of this Agreement. 9. Notices. Any and all notices required or permitted to be given hereunder shall be in writing and shall be (i) personally delivered, or (ii) sent by recognized overnight delivery service, mailed by certified or registered mail, return receipt requested, postage prepaid. Any such notice or communication shall be effective when received by the addressee or upon refusal of such delivery to the parties at the addresses indicated below: To Seller: Successor Agency of the Palm Desert Redevelopment Agency c/o City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: Executive Director 12812-0001\2171395v2 doc -6- RESOLUTION NO. OB - 175 CONTRACT NO. SA36970 To Buyer: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Attn: City Manager Any party may change its address by a notice given to the other party in the manner set forth above. 10. Miscellaneous. 10.1 Integration. This Agreement supersedes all prior agreements and understandings between the parties relating to the subject matter hereof. Neither of the parties has relied upon any oral or written representation or oral or written information given to it by any representative of the other party. 10.2 Binding Effect. This Agreement shall bind and inure to the benefit of the parties, their respective heirs, successors and assigns. 10.3 Amendment/Modification. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless in writing and signed by both parties. 10.4 Governing LawNenue. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of California. Any litigation or arbitration regarding the Property or this Agreement will be brought in Riverside County Superior Court or conducted in Riverside County. 10.5 Business Days. Reference herein to "business days" means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of California or in the City of Palm Desert. 10.6 Waiver. No waiver of any breach or default shall be construed as a continuing waiver of any provision or as a waiver of any other or subsequent breach of any provision contained in this Agreement. 10.7 Attorneys' Fees. In the event of any action or proceeding to enforce or construe any of the provisions of this Agreement, the prevailing party in any such action or proceeding shall be entitled to reasonable attorneys' fees and costs. 10.8 Assignability. Any assignment of Buyer's rights under this Agreement shall require the prior written consent of Seller, which Seller may grant or withhold in its sole discretion. 10.9 Time of the Essence. Time is of the essence of this Agreement. 10.10 Escrow Agent. Escrow Agent shall conduct the Close of Escrow in accordance with the terms and provisions of the escrow instructions to be given to Escrow Agent by the parties in a form consistent with this Agreement. To the extent of any conflict -7- 12R12-oo01\2171395v2 doc RESOLUTION NO. OB — 175 CONTRACT NO. SA3697O or inconsistency between the terms and provisions of this Agreement and the escrow instructions, the terms of this Agreement shall control. 10.11 Exhibits. All Exhibits which are referred to herein and which are attached hereto or bound separately and initialed by the parties are expressly made and constitute a part of this Agreement. 10.12 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. -8- 12812-0001\2171395v2 doc RESOLUTION NO. OB — 175 CONTRACT NO. SA36970 SELLER: SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY, a public entity By: Name: Lauri Aylaian Its: Executive Director BUYER: CITY OF PALM DESERT, a California municipal corporation By: Name: Lauri Aylaian Its: City Manager APPROVED AS TO FORM: Richards, Watson & Gershon, By: J. Grayson ATTEST: APPROVED AS TO LEGAL FORM: Rachelle D. Klassen, City Clerk BEST BEST & KRIEGER LLP Robert W. Hargreaves, City Attorney -9- 12812-0001\2171395v2 doc RESOLUTION NO. OB - 175 CONTRACT NO. SA36970 CONSENT AND ACKNOWLEDGMENT OF ESCROW HOLDER Escrow Holder hereby agrees to (i) accept the foregoing Agreement, (ii) act as the Escrow Holder under said Agreement and (iii) be bound by said Agreement in the performance of its duties as Escrow Holder. Escrow Holder acknowledges receipt on the date hereof of originals or counterparts of the foregoing Agreement fully executed by Seller and Buyer. Escrow Holder advises the parties that the date of the Opening of Escrow is , 2018. Dated: , 2018 FORESITE ESCROW By: Its: Escrow Officer -10- 12812-0001\2171395v2 doc RESOLUTION NO. OB - 175 CONTRACT NO. SA36970 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY File No: 618640708 EXHIBIT "A" All that certair real property situated in the County of Riverside, State o' California, described as follows: PARCEL 1: (APN 620-370-043) Parcel A, as shown on Exhibit "B" attached to Certificate of Compliance (Waiver of Parcel Map PMW 07-11) recorded June 1, 2007 as Instrument No. 20070364240 of Official Records of Riverside County, California and described as follows That certain Parcel o' land situated in the City of Palm Desert, Courty of Riverside, State of Califorria, being portions of Parcels 16 and 19 as shown on Parcel Mao No 27400, filed in Book 183, Pages 38 through 42, of Parcel Maps, in the Office of the County Recorder. of said Courtv of Riverside, more particularly described as a whole as follows: Beginning at the Northwest corner of said Parcel 19; Thence along the Northerly line of said Parcel 19 North 89'45'08" East 634.42, Thence leaving said Northerly line South 01°11'110" West 100 50 feet to a point on the Northerly line of said Parcel 16; Thence South 00°00'15" East 235.00 feet to a point on the Northerly right of way lire of Country Club Drive as shown on said Parcel Mao No 27400 and the Southerly line of said Parcel 16; Thence alorg the boundary lines of said °arcels 16 and 19 through the following four courses: South 89'45'08" West 132.98 feet; Thence North 00°14'52" West 235.00 feet; Thence South 89°45'08" West 318.61 feet; Thence South 00°14'52" East 235.00 feet to a point on the Northerly right of way line o' Country Club Cnve as shown on said Parcel Mao No. 27400; Thence along said Easterly right of way line through the following two courses; South 89°45'08" West 90.25 feet; Thence North 50°47'22" West 34.96 feet to a point on a non-targent curve concave Southwesterly and having a radius of 354 15 feet, a radial line of said curve from said poirt bears South 88°05'07" West, said point lies on the Easterly right of way line of Desert Willow Drive shown as Desert Springs Drive on said Parcel Map No 27400; Thence along said Easterly right of way line through the following two courses: Along said curve Northerly 147.15 feet through a central angle of 23°48'25" to a point or reverse curvature with a curve concave Easterly and having a radius of 310.00 feet, a radial lire of said curve from said point bears North 64'16'43" East; Thence along said curve Northerly 175.83 feet through a central argle of 32'29'54" to the point of beginning. CLTA Preliminary Report Form - Mcdi'ied (11.17-06) Page 3 -A- I - 12812-000I\2I71395y2 doc RESOLUTION NO. OB - 175 CONTRACT NO. 61A36970 PARCEL 2: (APN 620-37-033) File No: 618640708 Parcel C, as shown on Exhibit "B" attached to Certificate of Compliance (Waiver of Parcel Map PMW 07-10) recorded June 1, 2007 as Instrument No 20070364738 of Official Records of Riverside County, California and described as follows: That certain Parcel of land situated in the City of PaIm Desert, Courty of Riverside, State of Califorria, being portions of Parcels 5 and 6 as shown on Parcel Mao No. 27400, filed in Book 183, Pages 38 throuah 42, of Parcel Maps, in the Office of the County Recorder, of said County of Riverside, more particularly descnbed as a whole as follows: Beginning at the Southwest corner of said Parcel 5; Thence along the Westerly lire of said Parcels 5 and 6 through the following four courses North O1°12'12" East 222.82 feet; Thence North 18°27'42" West 94.48 feet; Thence North 71°32'13" East 8.00 feet; Thence North 18°27'47" West 148 00 feet to a point on the Southerly right of way line of Market Place as shown on said Parcel .Mao No 2740Q; Thence along said Southerly right of way Tine North 71°32'13" East 75.87 feet to a point on a non - tangent curve concave Southwesterly and having a radius of 25 00 feet a radial line of said ci.rve from sa'd point bears South 18°27'47" East; Thence leaving said Southerly right of way lire along said curve Easterly and Southeasterly 47.85 feet through a central angle of 109°39'3:" Thence tangent from said curve South 01°11'44" West 166.46 feet to the beginning of a tangent curve concave Northeasterly and having a radius of 53.00 feet; Thence along said curve Southeasterly 50.34 feet through a central angle o' 54°25'0S"; Thence tangent from said curve South 53°13'20" East 60.33 feet; Thence South 01°11'10' West 211.19 feet; Thence North 88°47'48' West 102 11 feet to the point of beginning PARCEL 3: (APN 620-37-033) Parcel D, as shown on Exhibit "B" attached to Certificate of Compliance (Waiver o' Parcel Map PMW 07 10) recorded June 1, 2007 as Instrument No 20070364238 of Official Records of Riverside County, California and described as follows: That certain Parcel of land situated in the City of Palm Desert, County of Riverside, State of Califorria, being portions of Parcels 5 and 6 as shown on parcel Mao No. 2740Q filed in Book 183, Paaes 38 throuah 42, of Parcel Maps, in the Office of the County Recorder. of said Cm info n` Riverside, more particularly described as a whole as follows: Beginning at the Southwest corner of Parcel 5 as shown on Parcel Mao No. 27400; Thence along the boundary line o' sa'd Parcel 1 through the 'ollowing six courses: South 73'57'23" West 159.49 feet; Ct.TA Preliminary Report Form - Modified (11-1/-06) Page 4 -A-2- 12812-0001\2171395v2 doc RESOLUTION NO. OB — 175 CONTRACT NO. SA36970 File No: 618540708 Thence North 18°27'47" West 246.90 feet; Thence North 71°32'13" East 10 00 feet; Thence North 18'27'47" West 20.00 feet; Thence North 71°32'13" East 110.33 feet; Thence North 18°27'47" West 178 67 feet to a point on the Southerly right of way line of Market Place as showy on said Parcel Map No. 27400; Thence alorg said Southerly right or way line South 71'37'13" West 291 41 feet; Thence South 23°59'21" West 25 09 feet to a point on a non -tangent curve concave Westerly and having a radius of 440.00 feet, a radial line of said curve from said point bears South 76°33'31" West, said point also being located or the Easterly right of way line or Desert Willow Drive, shown as Desert Springs Drive on said Parrel Man No 2740Q- Thence along said curve and Easterly right of way Inc Southerly 310 58 feet through a central angle of 40°26'36" to the beginning of a reverse curve concave Southeasterly and having a radius of 310.00 feet, a radial line of said curve from said begirnirg of reverse curve bears South 62°59'53" East; Thence continuing along said nght or way line and along said curve Southerly 109.43 feet through a central angle of 20°13'31" to the Southwest corner of said Parcel 1; Thence non -tangent from said curve alorg the Southerly line of said Parcel 1 North 89'45'08" East 634.42 feet; Thence leaving said Southerly line North 01'11'10" Fast 99 90 feet; Thence North 88°47'48" West 102.11 feet to the point of beginning. Exceptirg therefrom Parcel 2 as shown on said Parcel Man No 7740Q in Book 183. °apes 38 through 42, of Parcel Maps, in the Off,ce of the County Recorder of said County of Riverside PARCEL 4: Parcels 2, 3, 4 17 and 18 as shown on parcel Mao No. 2740Q filed in Book 183. Panes 3$ through 42, of Parcel Maps, in the Office of the Courty Recorder, of said County of Riverside, California. Assessor's Parcel No. 620.370-002; 620-370-003; 620-370 004; 620-370-017; 620 370-018 CLTA Preliminary Report Form - Modified (11-17-06) Page 5 12812-000I\2171395v2 doc -A-3- RESOLUTION NO. OB — 175 CONTRACT NO. SA36970 EXHIBIT B FORM OF GRANT DEED RECORDING REQUESTED BY: Successor Agency to The Palm Desert Redevelopment Agency AND WHEN RECORDED RETURN TO: The City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 Attention: City Manager With a copy to: Richards, Watson & Gershon 355 South Grand Ave., 40th Floor Los Angeles, CA 90071 Attention: Jim G. Grayson, Esq. APN's: 620-370-002; 003; 004; 017; 018; 020; 033 and 043 Space Above This Line For Recorder's Use This Grant Deed is exempt from Recording Fees pursuant to California Government Code Sections 6103 and 27383 GRANT DEED THE UNDERSIGNED GRANTOR DECLARES: FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY, a public entity (the "Grantor"), hereby grants to THE CITY OF PALM DESERT, a California municipal corporation (the "Grantee"), that certain real property described in Exhibit A attached hereto (the "Site") and incorporated herein by this reference, together with all improvements located thereon and all of Grantor's right title and interest in and to all easements, privileges and rights appurtenant to the Site. -B-1- 12812-0001\2171395v2 duc RESOLUTION NO..OB — 175 CONTRACT NO. SA3697O The Site is conveyed further subject to all easements, rights of way, covenants, conditions, restrictions, reservations and all other matters of record, and the following conditions, covenants and agreements. 1. The Grantee 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. 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. 2. All deeds, leases or contracts entered into with respect to the 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 -B-2- 12812-0001\2171395v2 doc RESOLUTION NO. OB - 175 CONTRACT NO. 61A36970 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 hefts, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there 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 -B-3- 12812-0001\2171395v2 doc RESOLUTION NO. OB — 175 CONTRACT NO. SA36970 subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." 3. All covenants and agreements contained in this Grant Deed shall run with the land and shall be binding for the benefit of Grantor and its successors and assigns and such covenants shall run in favor of the Grantor and for the entire period during which the covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies provided herein or otherwise available, and to maintain any actions at law or suits in equity or other property proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor and its successors and assigns. 4. The covenants contained in Paragraphs 1 and 2 of this Grant Deed shall remain in effect in perpetuity except as otherwise expressly set forth therein. 5. This Grant Deed 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. IN WITNESS WHEREOF, Grantor and Grantee have caused this Grant Deed to be executed and notarized as of this day of , 2018. GRANTOR: ATTEST: Secretary SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY, a public entity By: Name: Lauri Aylaian Title: Executive Director GRANTEE: THE CITY OF PALM DESERT, a California municipal corporation By: Name: Lauri Aylaian Title: City Manager -B-4- 12812-0001\2171395v2 doc RESOLUTION NO. OB — 175 CONTRACT NO. SA36970 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside On , before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(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. (insert name and title of the officer) 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. Signature (Seal) -B-5- I2812-0001\2171395v2.doc RESOLUTION NO. OB — 175 CONTRACT NO. RA36970 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California County of Riverside On , before me, (insert name and title of the officer) 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. Signature (Seal) -B-6- 12812-0001\217139w2 doc RESOLUTION NO. OB — 175 CONTRACT NO. SA36970 LEGAL DESCRIPTION OF PROPERTY File No: 618640708 EXHIBIT "A" All that certain real property situated in the County of Riverside, State of California, described as follows: PARCEL 1: (APN 620-370-04j) Parcel A, as shown on Exhibit "B" attached to Certificate of Compliance (Waiver of Parcel Map PMW 07-11) recorded June 1, 2007 as Instrument No. 20070364240 of Official Records of Riverside County, California and described as follows: That certain Parcel of land situated in the City of Palm Desert, County of Riverside, State of California, being portions of Parcels 16 and 19 as shown or Parcel Mao No. 27400, filed in Book 183, Pages 38 through 42, of Parcel Maps, in the Office of the County Recorder, of said County of Riverside, more particularly described as a whole as follows: Beginning at the Northwest corner of said Parcel 19; Thence along the Northerly line of said Parcel 19 North 89°45'08" East 634.42, Thence leaving said Northerly line South 01°11'10" West 100.50 feet to a point on the Northerly line of said Parcel 16; Thence South 00°00'15" East 235.00 feet to a point on the Northerly right of way line of Country Club Drive as shown on said Parcel Map No. 27400 and the Southerly line of said Parcel 16; Thence along the boundary lines of said Parcels 16 and 19 through the following four courses: South 89°45'08" West 132.98 feet; Thence North 00°14'52" West 235.00 feet; Thence South 89°45'08" West 318.61 feet; Thence South 00°14'52" East 235.00 feet to a point on the Northerly right of way line of Country Club Drive as shown on said Parcel Mao No. 27400; Thence along said Easterly right of way line through the `ollowing two courses; South 89°45'08" West 90.25 feet; Thence North 50°47'22" West 34.96 feet to a point on a non -tangent curve concave Southwesterly and having a radius of 354.15 feet, a radial line of said curve from said point bears South 88°05'07" West, said point lies on the Easterly right of way line of Desert Willow Drive shown as Desert Springs Drive on said Parcel Map No. 27400; Thence along said Easterly right of way line through the following two courses: Along said curve Northerly 147.15 feet through a central angle of 23°48'25" to a point of reverse curvature with a curve concave Easterly and having a radius of 310.00 feet, a radial line o` said curve from said point bears North 64°16'43" East; Thence along said curve Northerly 175.83 feet through a central angle of 32°29'54" to the point of beginning. CLTA Preliminary Report Form - Modified (11-17-06) Page 3 -B-7- 12812-0001\2171395v2 doc RESOLUTION NO. OB - 175 CONTRACT NO. SA36970 File No: 618640708 PARCEL 2: (APN 620-37-031) Parcel C, as shown on Exhibit "B" attached to Certificate of Compliarce (Waiver of Parcel Map PMW 07-10) recorded June 1, 2007 as Instrument No 20070164738 of Official Records of Riverside County, California and described as follows. That certair Parcel of land situated in the City of Palm Desert, CoLrty of Riverside, State of California, being portions of Parcels 5 and 6 as shown on Parcel Mao No. 27400, fled in Book 183, Paaes 38 throuah 42, of Parcel Maas, in the Office of the County Recorder. of said County of Riverside, more particularly described as a whole as follows: Beginning at the Southwest corner o' said Parcel 5; Thence along the Westerly line of said Parcels 5 and 6 through the following four courses North O1°12'12" East 277.82 feet; Thence North 18°27'42" West 94.48 feet; Thence North 71°32'13" East 8.00 feet; Thence North 18°27'47" West 148.00 feet to a point or the Southerly right of way line of Market Place as showr on said parcel Map No. 2740Q; Thence along said Southerly right of way line North 71°32'13" East 75.87 feet to a point on a non - tangent curve concave Southwesterly and having a radius of 25 00 feet a radial line o` said curve from said point bears South 18°27'47" East; Thence leaving said Southerly right of way line along said curve Easterly and Southeasterly 47.85 feet through a central angle of 109°39'31" Thence tangent from said curve South 01°11'44" West 166.46 feet to the beginning of a tangent curve concave Northeasterly and having a radius of 53.00 'eet; Thence along said curve Southeasterly 50.34 feet through a central argle o' 54°25'O5"; Thence tangent from said curve South. 53°13'20" East 60.33 feet; Thence South 01°11'10" West 211.19 feet; 1 hence North 88°47'48' West 102.11 feet to the point of beginning. PARCEL 3: (APN 620-37-033) Parcel D, as shown on Exhibit "B" attached to Certificate of Compliance (Waiver or Parcel Map PMW 07 10) recorded June 1, 2007 as Instrument No. 20070364238 of Official Records of Riverside County, California and described as follows: That certain Parcel o' land situated in the City of Palm Desert, County of Riverside, State of California, being portions of Parcels 5 and 6 as shown on Farrel Man No 7740g fled in Book 183, Paaes 38 throuah 42. of Parcel Maps. in the Office of the Countv Recorder. of said County 0' Riverside, more particularly descnbed as a whole as follows: Beginning at the Southwest corner o' Parcel 5 as shown on Parcel Mao No. 2740Q; Thence along the boundary line o' said Parcel 1 through the'ollowing six courses: South 73°57'23" West 159.49 feet; CLTA oreliminary Report form - Modified (11-17-06) Page 4 12812-0001\217139.5v2.doc RESOLUTION NO. OB - 175 CONTRACT NO. SA36970 File No: 618640708 Thence North 18°27'47" West 246.90 feet; Thence North 71°32'13" East 10 00 feet; Thence North 18°27'47" West 20.00 feet; Thence North 71°32'13" East 110.33 feet; Thence. North 18'27'47" West 178.67 feet to a point on the Southerly right of way line of Market Place as shown on said Parcel Mao No. 27400; Thence along said Southerly right cif way lino South 71'32'13" West 291 41 feet; Thence South 23°59'21" West 25.09 feet to a point on a non -tangent curve concave Westerly and having a radius of 440.00 feet, a radial line of said curve from said poirt bears South 76'33'31" West, said point also being located or the Easterly right of way line of Desert Willow Drive, shown as Desert Springs Drive on said Parrel Man No. 27400' Thence along said curve and Easterly right of way line Southerly 310.58 feet through a central angle of 40°26'36" to the beginning of a reverse curve concave Southeasterly and having a radius of 310.00 feet, a radial line of said curve from said beginring of reverse curve bears South 62°59'53" East; Thence continuing along said nght of way line and along said curve Southerly 109 43 feet through 2 central angle of 20°13'31" to the Southwest corner of said Parcel 1; Thence non -tangent from said curve alorg the Southerly line o' said Parcel 1 North 89°45'08" East 634 42 feet; Thence leaving said Southerly line North 01'11'10" Fast 99.90 feet; Thence North 88°47'48" West 102.11 feet to the point of beginning. Excepting therefrom Parcel 2 as shown on said Parcel Man No. 27400 in jinnk 1111 Pages 38 through 42, of Parcel Maps, in the Office of the County Recorder of said County of Riverside PARCEL 4: Parcels 2, 3, 4 17 and 18 as shown on Parcel Mao No. 27400 filed in Rnnk 183. Pages 3$ through 42, of Parcel Maps, in the Office of the Courty Recorder, of said County of Riverside, California. Assessor's Parcel No: 620-370-002; 620 370 003; 620-370-004; 620-370-017; 620 370-018 CLTA PreLminary Report form - Modified (11-17-06) Pdge 5 12812-0001\2171395s2 doe -"-9- RESOLUTION NO. OB — 175 CONTRACT NO. SA36970 File No: 618640708 Thence North 18°27'47" West 246 90 feet; Thence North 71°32'13" East 10.00 feet; Thence North 18°27'47" West 20.00 feet; Thence North 71°32'13" East 110 33 feet; Thence North 18°27'47" West 178 67 feet to a point on the Southerly right of way Tine of Market Place as showr on said Parcel Mao No. 27400; Thence along said Southerly right of way Tine South 71°32'13" West 291.41 feet; Thence South 23°59'21" West 25 09 feet to a point on a non -tangent curve concave Westerly and having a radius of 440.00 feet, a radial line of said curve from said point bears South 76'33'31" West, said point also being located or. the Easterly right of way lire of Desert Willow Drive, shown as Desert Springs Drive or. said Parcel Man No 2740Q Thence along said curve and Easterly right of way I!ne Southerly 310 58 feet through a central angle of 40°26'36" to the beginning of a reverse curve concave Southeasterly and having a radius of 310.00 feet, a radial line of said curve from said begirrirg of reverse curve bears South 62°59'53" East; Thence continuing along said right of way line and along said curve Southerly 109 43 feet throuah a central angle of 20°13'31" to the Southwest corner of said Parcel 1; Thence non-tangert from said curve along the Southerly line o' said Parcel 1 North 89'45'08" East 634.42 feet; Thence leaving said Southerly Tine North 01°11'10" East 99 90 feet; Thence North. 88°47'48" West 102.11 feet to the point of beginning. Excepting there'rom Parcel 2 as shown on said Parcel Mao No 2740Q in Book 183. Panes 3@ through 42, of Parcel Maps, in the Office of the County Recorder co' said County of Riverside. PARCEL 4: Parcels 2, 3, 4 17 and 18 as shown or parcel Mao No. 2740Q filed in gook 183. Paaes 3Q through 42, of Parcel Maps, in the Office of the County Recorder, of said County of Riverside, California. Assessor's Parcel No: 620 370-002; 620 370-003; 620 370-004; 620 370-017; 620-370 018 CLTA Preliminary Report Form - Modified (11-17-06) Page 5 -B-10- 12812-0001\2171395v2 doc