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Home My WebLink AboutSA-RDA 072RESOLUTION NO. SA-RDA 072 A RESOLUTION OF THE BOARD DIRECTORS OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY APPROVING THE ASSIGNMENT OF THE SUCCESSOR AGENCY'S INTERESTS AND OBLIGATIONS UNDER A DISPOSITION AND DEVELOPMENT AGREEMENT AND RELATED DOCUMENTS FOR THE MCCALLUM THEATRE PROPERTY AND TAKING OTHER RELATED ACTIONS RECITALS: A. The McCallum Theatre (the "Theatre"), located at 73-000 Fred Waring Drive (the "Property"), is an important performing arts and cultural venue in the City of Palm Desert (the "City") and the Coachella Valley region; and B. The Theatre is operated by Friends of the Cultural Center, Inc., a California nonprofit public benefit corporation (the "Center"); and C. The Property is located within one of the project areas of the former Palm Desert Redevelopment Agency (the "Former Agency"), designated Project Area No. 1, As Amended (the "Project Area"); and D. Having determined that the continued operation of the Theatre at its present location would assist in the revitalization of the Project Area, encourage private sector investment and create employment opportunities in the Project Area, in 2001, the Former Agency entered into agreements with the Center and executed related documents (collectively, the "Theatre Documents"); and E. Among the Theatre Documents are a Disposition and Development Agreement, dated as of June 28, 2011, an Amendment and Assignment of Ground Lease, dated as of July 26, 2001, a Lease, dated as of July 26, 2001 (the "Lease") and a Sublease, dated as of July 26, 2001 (the "Sublease"); and F. Pursuant the Theatre Documents, the Former Agency assumed responsibilities as the tenant under the Lease, and the Center agreed to pay rent of $1.00 per year as the subtenant under the Sublease; and G. The Theatre Documents serve to ensure that a performance arts facility would remain at the Property — to serve the Project Area, the City and the region — until March 1, 2049, the end of the term of the Lease and Sublease; and H. The Theatre Documents remain in the effect and bind the Successor Agency to the Palm Desert Redevelopment Agency (the "Successor Agency") as the successor to the Former Agency. I. In furtherance of the Successor Agency's task to wind-down the Former Agency's affairs, there has been prepared the form of an Assignment and Assumption G VJa\Veronica'I apia\b1'ord Files\Staff Repurts`,Suceessor A�ene�\Palm Uescrt - SA reio re McCallum theater assi�nment �-2-3-18 docx RESOLUTfON NO. SA-RDA 072 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 Theatre Documents to the City, in consideration for the City's payment of $50.00; and ! �' J. Pursuant to Section 34181(e), upon the direction of the Oversight Board of the Successor Agency, the Successor Agency may terminate its participation in an arrangement with any private party if such termination would reduce liability and increase revenues to taxing entities and would be in the best interests of the taxing entities; and K. The assignment of the Successor Agency's interests under the Theatre Documents to the City and the implementation of the Assignment Agreement are an effective way to: (i) terminate the Successor Agency's liabilities and obligations under the Theatre Documents and (ii) continue to ensure that the Theatre would remain at the Property to serve its function as an important performance arts and cultural center for the City and the region -- thereby encouraging private sector investment, creating employment opportunities in the Project Area, and increasing revenues to the taxing entities of the Project Area; NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY 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. Approval of Assignment. The assignment of the Successor Agency's obligations, rights and interests under the Theatre Documents to the City is hereby approved. Each of the Chair of this Board, the Vice Chair of this Board and the Executive Director of the Successor Agency (each, an "Authorized Officer"), acting individually, is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Assignment Agreement in substantially the form attached hereto as Exhibit A, with changes therein as the Authorized Officer may approve (such approval to be conclusively evidenced by the execution and delivery thereofl. Section 3. Oversiqht Board Action. The Oversight Board is hereby requested to approve and d'+rect: (i) the Successor Ager►cy's assignment of its obligations, tights and interests under the Theatre Documents to the City; and (ii) the Successor Agency's execution and delivery of the Assignment Agreement. The Agency Secretary is hereby directed to transmit this Resolution to the Oversight Board for consideration at the earliest possible date. Section 4. Other Acts. The Authorized Officers and other officers and Staff members of the Successor Agency are hereby authorized, jointly and severally, to do all things (including but not limited to the execution of any ce�tificates or other instruments) .... which they may deem necessary or proper to effectuate the purposes of the Assignment ...�,� -2- G:�rda\Vcronica "i'apia�Wbrd Files\Stafl' Reports\Successor Agenc}�\Palm Desert - SA reso re McCallum theater assienment 5-24-18 docx RESOLUTION NO. SA-RDA 072 Agreement and this Resolution, and any such actions previously taken are hereby ratified and confirmed. PASSED, APPROVED and ADOPTED this 24th day of May, 2018. AYES: t-t��ix, KELLY, NESTANDE, WEBER, and JONATHAN NOES: NONE ABSENT: NONE ABSTAIN: rrorrE ____�� \\ NATHAN, CHAIR ATTEST: RA HEL D. KLASSE , SECRETARY SUCCESSOR AGENCY TO PALM DES T REDEVELOPMENT AGENCY -3- G:vda�.Veronica Tapia\Word Files\Staff� Rcports\Successor Agcncy\Palm Desert - SA reso re McCallum theatcr assignment 5-24-18.docx RESOLUTION NO. SA-RDA 072 .� a.� [This page has intentionally been left blank.] �.. ...� ..,, EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT (substantial final form) G.`�rJa`�Vcronica "I�apia��'urJ f�ilcs\Staff ReportsSuccc,sor A�cnc�"•Palm I)csrrt - S;� reso rc �icCailum thcatcr atisi��nmcnt i-24-I A docx RESOLUTION NO. SA-RDA 072 . .. [This page has intentionally been left blank.] ... ..., .� RESOLUTION NO. SA-RDA 072 IZI;CORI)Ii�(T R[�,Q[;ES�I�I�.[) I3�': Cit�� of I'alm Dcscrt 73-510 F'red �'�'aring I)c-i��c }'alm Ucsert, CA 92660 �'1nd �� hen recorded return to: Cit�� of Palm 1)escrt T-510 I-�red ��'aring Dri��c Palm I)esert. CA 92660 Attn: Cit}' I��lanager �ti'ith a copy to: Kichard�. �'atson & CJcrshon >j� S. Grand A��e., 40th Floor [.os nngcics, CA 90071 rlttn: Jim G. Gra��son, l;sq. ---- -- - - - .... . . . - - --- ----.. . --. _... _ — _—._ .. . s��: ic'i: ,�rioi �i: i iu.s t.i� t: t��z iti:c �c��zni:�; .� r.s� "fhis Assignment and Assumption Agrecment is exempt from Recording Fees pursuant to California Go��ernment Code Sections b103 and 27383 ASSIG1�MEnT ANU ASSUMP'I'ION AGRI;EMEN"I' (McCallum 'I'heatrc} "l�his ASSIGI�MF:?�;T ANI) ASSLIMP"I�ION A(iRl:l-:1�1�:;�"I� (the �'Agrtement"). i� datrd as c�f� . 2018, and is entered into b�� and bet��een the Si!CCI:SSOR �GE:I�C'Y "I O 1�I IE� PAI,I�-1 I)�:SF,KT' R�;I)I�.VI:I..OP:�1EN1� ACiF:I�CY (the "Successor flgenc��"). and the C'I�I Y OF� I'AI.M U}:SF.R�I�, a Califoi-nia municipal corporation (thc "Cit��"). RI�,CITAI_S A. 1�he former Palm Uesert Rede��elopmcnt Agenc}� (the "I��ormer �genc�'�), I�rieiic�s of the Cultural Center, Inc. (the "Cent�r"). ulcCallum Theatre }�oundation, lnc. (the "Foundation"). 1IlCI I)e;SCI"I COIIIITIUIIII)� C()IIf'�C I�ISIiICt �ille ��COIIt'.�C �, eI1ICT'CCI lllt0 l}ldl CE'.itillIl D1tipOSlll017 �lI1Cj I)e��elopment A�reement. dated as ot� Jtine 28. 2001 and pertaining to that certain prc��crt� d�scribed in I;�hibit A attached hereto (the "I)D�1"). F3. Pursuant to the DDA, the Former Agency ��as assigned and assumed cei-tain of� the rights and obligations of thc Center in that certain ground lease by and bet��cen the College and the Center dated as of March 2, 1983 (as amcnded, the "Ground Lease") pursuant to that certain Amendment and Assignment of Ground I_ease among the College, thc Former Agenc�� and the ('enter. and dated a5 of Jul�� 26. 2001 (and as describ�d in that certain 1��lemorandum uf .-�ssignment, Lease and Sublease dated Jul�� 26, 2001 and recorded as document 2001-34779=� in the ol�iicial records ot�the Count�� of Ki��erside) (the "Assignment''). C� rd;i �'emnica Capia U'urJ I il�s`Stalt Rrport; Succrs;nr:\grnc�`.:\isianmcnt �md :�s;umption :��rccmcnt - S:� to (lh Palm I)r�rrt - �icCallunt duc� RESOLUTION NO. SA-RDA 072 C'. Pursuant to the UUf1, the Center and the Former Agenc�� entered into that certain Lease «�ith the Center, dated as of July 26, 2001 (the "Lease"). ""' D. Pursuant to the I�DA, the �ormer Agency entered into that certain Sublease ��ith -» the Center, dated as of July 26, 2001 (the `'Sublease"). F. Pursuant to AI3 Xl 26 (enacted in June 2011, as modified by the California Supreme Court's decision in Cnlifor•nicr Reclei�eloJ�me��t Associntion, et al. i•. Ar7a .�llntvsantos, et ctl., 53 Ca1.4`" 231(2011) (":Llatosanlo.s''), the I�ormer A�enc}� ��as dissol�•ed as of Februar�� 1, 2012, the Successor Agenc} ��as established, and an o��ersight board to the Successor Agenc}� w�as cstablished. F. Yursuant to Califor►iia �Iealth and Safety Code ('`fISC") Section 3417�(b) aild the California Supreme Court's decision in ,l�lalvsuj7/os, on February 1, 2012, properties of the Fonner Agenc}� transferred to the control of the Successor Agency b}' operation of la��, including the Former Agency's rights and obligations under the UDA, the Ground Lease, the L,ease and the Sublease, and all other documents pertaining to and executed b}' the Former Agenc}� in connection there��ith. NOVI', �l�I IEIZ�FORE, for and in consideration of thc follo«�ing agreements of the parties hereto and the payment of I�ift�� I)ollars ($50.00) b}' the Cit}� to the Successor Agenc��, the receipt of� «�hich is hereby ackno�ti�ledged by the Successor Agency. the City and the Successor Agenc� hereby agrce as follo��s: ..� AGItEEME1�T 1. Assignment. As of the date hereof, the Successor Agency assigns to the Cit}': (i) all of� the Successor Agency's rights and interests in, under and to the DDA, the (tround I.ease, the Lease, and the Sublease, and all other documents pertaining to and executed b}� the Former Agenc} in connection there��ith; and (ii) all of the Successor Agenc}�'s obligations under the documents described in (i) above arising after the date hereof; it being agreed among the parties hereto that the Successor Agenc}' shall retain the obligations or liability under such documents that arose prior to the date hereof. 2. t�ssumption. t�s of the date hereof, the City accepts the assignment oi� the Successor Agency's rights, i�iterests in, under and to the DDA, the Ground I.ease, the I_ease and thc Sublease, and all other documents pertaining to and executed b}� the Former Agenc}' in connection there��ith as described in Section i(i), and assumes the obligations of Successor Agency thereunder arising after the date hereof. 3. Go��erning La«�. "I�his Agreement shafl be go��erncd by, and construed in accordance «�ith, the la��s of the State of California. 4. I��urther Assuranees. "I�he parties hereto hereby agree to execute such other documents and perform such other acts as may be necessar}� or desirable to carr}� out the purposes of this Agreement. .r.� 5. Successors and flssi�. This Agreement shall inure to the benefit of, and be �.. binding upon, the parties hereto and their respective successors and permitted assigns. G:'.rda:Vrronica iapia��brd Files\Staff Keports'_Succrssur Agenc�' �ssianment a�id Assumption A�reemcnt - SA to Cit� Palm vescrt - �icCailum .ducz-2- RESOLUTION NO. SA-RDA 072 b. Attorneys' Fees. Should an}' action be brought arising out of this Agreement. including, ��ithout limitation, an}� action for declaratory or injuncti��e relief, each pat•t}� shall bear their o��n attorneys' iees and costs and expenses of in��estigation as may be incurred. IN Vl'ITNESS Vl�} f I:RI;OF', the parties hereto ha��c entercd into this Agrecment as of� thc date first set forth abov�. SUCCESSOR AGENCY: SUCCESSOR AGENCY "r0 TI�E RI;DI;VF,LOI'MLN"l� f1GENCY Or' TFII: CITY OF PAI,M nESER"I� a��: I,auri Aylaian. Lxecuti��e Director C1TY: CI"lY OF' f'E1LM DES�;RT, a California municipal corporation I3��: Sabb�� Jonathan. Ma}'or nuest: Rachelle D. Klassen. City Clerk APPROVF.,D AS "I'O FORM: RICI IARDS. VVATSOI� & GF,RSHOti, A Profcssional Corporation I3v: Jim Grati�son Special Counsel to the Successor Agenc}� G'�rda Vcronica I api.i �i ord Files�_Stat� ReportsSuccessor :lgenc�':\ssignment and Assumphon :1�re�ment - SA to � � (�ih Paltn Ocscrt - hlcCallum docx-J- RESOLUTION NO. SA-RDA 072 CONSENT TO ASSIGNMENT 1�he Center, the Foundation and the College do hereby consent to the assignment of the interests and obligations of the Successor Agenc} to the City as described in the Agreement to ��hich this consent is attached. CENTER: l� riends of the Cultural Center, Inc. I3}�: Namc: Mitch Gershenfeld Title: President and Chief Executi��e Officer FOUNDATION: McCallum "I�heatre Foundation B}: Name "I'itle: Fi}�: Name "Citle: COI�LEGE: I�arold Mat-r.ner Chairman Mitch Gershenfeld President and Chief� F.aecuti��e Officer Uesert Communit}� College I)istrict �3}�: Name: Aurora Wilson "l�itle: Board Chair �-. .•,. ...r .-�. G: rda�Veronica Tapia•.�ord l iles'�Scaff Rcpuns�Successor Agrnc}��A;si�nment and Assumption Agreemrnt - S:\ to Cit� f'alm Dcsert - hlcCallum .docx RESOLUTION NO. SA-RDA 072 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY T��A"T PORTION Ol� �T�IF., SOIITIIWES"I� QliARTER OF SECTION 17, TOWNSFIIP 5 SOU1�H, RANGE 6 F.�ST, Sf1N BERNARDINO HASE ANU :��ERIllIAN. IN "rHE CI"rY ()F PAI.M DESERT, COtTN"1�Y OF RIVERSID�. S"I'A"CF. OF C�ILIFORNIA. DI:SCRIRED .AS POLLOWS: Bf:GINNING A�I- "I�I�t: SO[1'I�IIWF:S�I�i:KLY CORNEIZ OF Sf�C"I�IO:�I 17. "I�OVbT'S��1P � SOUTII. RANGE; 6 f�AST ANll: "I�HI�NCF� AI.()NG "I�} IF: WI:STI:RLY I.INF: OF SAID SF,CTION NOR'TI I 0° 0?' 27" L•;AS�I�. 1038.00 PEI�T: TF�E?�'CE SOi1TE� 89° �7' 33'' EAST. �5.00 FEI�T TO 'TI IF. "I�RU�; POIN"I� OI� }3I:GINtiING: �I�I�I:I�'C1; SOUI'fI 89° �7' 33" I:AS�I�, 32�.00 FEET "1�0 A RAUTAL POII�T A"r TIIE RI-:GINNING OF A CiJRVE CONCAVI: I�rORTHEAS"I��:RLY IIAVING A RAllI[JS Oi� 200.00 I��F:CT; ALONG SAID CURVE TIIROUGH AN ANGLE OF 90° 06' 33'�, AN ARC DIS"r�1N('I=. OI� � 14.54 I-�'I:f;"I� TO A Rf1DIAL POINT �1T TI-IE F.ND OF SAID CURVL: T�II:NCI: SOI��I�I i 0° 09' 00" EAST, 98.24 FEF.T; 1�I II:NCI-: 1�ORT�I1 89° � 1' 00" EE1S"C, 216.77 F�:L1�: T�}�I�NCI� SOU"I�i� 0° 09' 00'' �:AS�I�, 270.00 FF.1;'l; �I�I il�.I�'CF; 1�OR'r�1 89° � 1' 00" I;�'15�1�, 27�.00 Ff:�;�I�: �I�IIF:NCN; SOiJ�I lI 0° 09' 00'' I:AS"I�. 'I'C) IN"I�I:RSI:C"I' Vb'I"I11 A I..IN{: I'ARAI.I.I�:I. "l�O ��ti[� 68.00 FFf;T NORT�►I ()F THI� SOUI'Ii�;RI,Y I.iN}: OF SrC1'IO:�' 17; "I��II�.I�Ct-; ALONG SAID LI\TE SOUT�� 89° 51' 00" W�;S"I�, 999.93 I-��:F"I� �r0 A Rf1llIAl. P()I'�'�1� A�l� 'I��(1-; BF,<TINNII�G ()F f1 CURVE CONCAVE NORI�I�EASTERLY Hf�VII�Ci A R�[)IUS Of� 20.00 1�'I:F,�I': ALONG SAID CURVE TIiKOUCJI� AN ANGI.E OC' 90° 11' 27". ��N ARC DIS�I�Ai�'C'E OF 31.48 "r0 A POIN�I� RADIAI.1�0 A I,1NE I'�R�1I,I..I:I. Vl�'I"1�1I ANU ��.O0 I�I:t�l� EAS"I� OF� "T��L Vr'ESTFRI,Y L1NF. O}� SEC�I�ION 17; "rHF.'�CF AI,ON(i S�1IU LIi�'E "1�0 �I�III: TKi1L•' POINT OI' BEGINI�'ING. G:`.rda'�'crunica 7�apia �\'ord hilcs St<iff Rcports.Succcssur :1_^_�ncc'A>sienmrnt and :\�sumptiun A�>rr�mcnt - S:'1 tu Cit� Palm Urs�rt - 11c('allum d��c.�