HomeMy WebLinkAboutSUPPTL INFO - Villa @ Palm Desert Hfl�SO�
SCOTT C.SMITH B�I D G E11
PARTNER
DIRECT�IAL 415 995 5892
, DIRECT FAX 415 995 3493 _ m p n p � p\
REPLY TO SAN FRANCISCO � � T ' III i{ � u U
E MAIL ssmith ahansonbridgetf.com - . . � •• � � � � O �
March 26, 2.007 ;"`- , _ "'_,.? R � � ��<<P
V[A EXPRESS DELIVERY -
City of Palm Desert
Palm Desert }-Iousing Authority
73-510 Fred Waring Drive
Palm Desert, CA 92260
Attn: Janet Moore
Re: Affordable Senior Housing Development Agreement (the "Develonment
A�reement") dated as of July 15, 1988 between The City of Palm Desert and
Sanborn and Rylee Developers (City of Palm Desert Ordinance No. 461), as
amended by that certain Senior Housing Development Agreement Amendment (the
"Amendment") dated as of February 28, 1991 between The City of Palm Uesert
and Palm Desert Retirement Villas Ltd. (City of Palm Desert Ordinance No. 635)
File No. 18818.1
Ucar Ms. Moorc:
VVe are local counsel to Atria Senior Living Group, Inc. ("ASL(J"), the current ow�ner oi�
thc property (the `'Property") subject t the above-captioned Development Agreement and
flmendment. ASLG will be assigning ownership of the Property to its wholly-owned subsidiar}�.
Atria Palm Desert, LLC, a Delaware limited liability company. Pursuant to the terms of the
Uc��elopment Agreement, as amended, the rights of the "Property Owner" thereunder may not be
transferred without first obtaining the written consent of the City of�Palm Desert.
I:nclosed for your review and execution is a Consent to Assignment which will allow
Atria Yalm Desert, LLC (or an affiliate) to acquire the rights of the "Property Owner" under the
De��elopment Agreement, as amended. If the foregoing is acceptable to you, please arrange to
have the enclosed Consent executed. Upon execution, please fax or PDF a copy of the executed
Consent to my attention, with the original to follow via overnight mail. As our client is sceking
to close this transaction as soon as possible, we appreciate your attention to this matter.
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13097>S_I
City of Palm Desert
March 26, 2007
Page 2
If you ha��e any questions, please call me.
Sincerely,
G
Scott C. Smith
I:nclosurc
"I�o ensure compliance with requirements imposed by the IRS, we inform you that any tax advice
contained in this communication (including any attachments) was not intended or written to be
uscd, and cannot be used, for the purpose of(i) avoiding penalties under the Internal Revenue
Code or (ii) promoting, marketing or recommending to another party any transaction or matter
addressed herein.
130y7�5 l
RECORDING REQUESTED BY, AND
WHEN RECORDED, MAIL TO:
City Clerk's Office
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260-2578
FOR THE BENEFIT OF THE
CITY OF PALM DESERT
- NO FEE -
6103 OF THE GOVT. CODE
(This Space for Recorder's Use Only)
Recording Requested
for
CONSENT TO ASSIGNMENT
ATRIA PALM DESERT, LLC
(Title of Document)
CONSENT TO ASSIGNMENT
THIS CONSENT TO ASSIGNMENT (this "Consent") is made this day of
, 2007, by THE CITY OF PALM DESERT (the "C�"), a municipal corporation
organized and existing under the laws of the state of California, having an address at 73-
510 Fred Waring Drive, Palm Desert, California 92260.
WHEREAS, as of the date hereof, the City is a party to that certain Affordable
Senior Housing Development Agreement (the "Development Agreement") dated as of July
15, 1988 between The City of Palm Desert and Sanborn and Rylee Developers (City of
Palm Desert Ordinance No. 461), as amended by that certain Senior Housing
Development Agreement Amendment (the "Amendment") dated as of February 28, 1991
between The City of Palm Desert and Palm Desert Retirement Villas Ltd. (City of Palm
Desert Ordinance No. 635), with respect to that certain real property located within the city
of Palm Desert, California, which property is described on Exhibit A attached hereto and
made a part hereof (together with developments constructed thereon, the "Property");
WHEREAS, as of the date hereof, Atria Senior Living Group, Inc., a Delaware
corporation ("ASLG"), an affiliate of ARV Assisted Living, Inc., is the owner of the Property,
and is the sole member of Atria Palm Desert, LLC, a Delaware limited liability company
("APD");
WHEREAS, ASLG desires to transfer the Property to APD, and allow APD to obtain
the benefits of the Development Agreement and the Amendment;
WHEREAS, pursuant to Section 4 of the Amendment, the rights of"Property Owner"
under the Development Agreement and the Amendment may not be transferred or
assigned without first obtaining the written consent of the City; and
WHEREAS, the City is willing to grant its consent to the transfer or assignment to
APD (or any affiliate thereof) of the "Property Owner's" rights under the Development
Agreement and the Amendment.
NOW, THEREFORE, in consideration of the foregoing and for ten dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the City hereby consents to the transfer or assignment to APD (or any
affiliate thereof) of the "Property Owner's" rights under the Development Agreement and
the Amendment.
THE CITY OF PALM DESERT ATTEST:
By:
Name: Richard S. Kel1y Name: Rachelle D. Klassen
Title: Mayor Title: City Clerk
. OFtDIl� I�7. 635
�
A ORDIi. _.(� OF � CITY OC7IJNCIL OF THE C t OF
PALM DESERT, CALIFORNIA, APPROVING AN
AMENDNN�NNT TO AN AFFORDABLE SENIOR IiOUSII�
DE.VQiOPN�Nr AGft� REL�P►TING TO AFFORDABLE
I-FDI)SIIVG R�7Q[TIRII�TIS.
CASE ND. DA 86-1 A1�IDI�ID�TT
Wi-�tEA�, the City (�xu�cil of the City of Palm Dese.rt, California, did
� the 28th day of February, 1991, hold a duly r�oticed public heariz�g to
consider the request by PALM DESERT RETIRII�IT VILLAS LTD. for approval of
DA 86-1 ORD 461 Ame,ndmant.
WHEREAS, at said public hearir�g, upon hearing and ooc�.siderirr3 all
testi.moriy and argu�ne.nts, if arYy, of all interested parsoris desirirr3 to be
heard, said city oau�cil did find the follvwiryg facts and rea.son,s to exist
to justify grantir�g ap�p�oval of said amendment:
1. 'I'he pi�aposed amendnent is cazsistent with i�e inte�t and purpose
of the Seni� w�arlay zoning r�equiremecits aryd the General Plan
Hou.siryg Ele[nerit.
NCJW, T!-�REFORE, BE IT ORDII�NCm by the City Oamcil of the City of
Palm DeseY-t, California, as follaws:
1. That the aUove recitations are true and oo�z�ect ar�d ooc�stitute the
firxiir�gs of the oatmission in this ca.se.
2. That apFmwal of D�A 86-1 a�nen3nent exhibit "A" is hereby appraved.
3. The City Cle�rk of the City of Palm De�ert, Califo�nia, is hereby
_ directed to publish this oz�dinance in the Palm Desert Post, a
newspape.r of ge�neral circulation, publist�ed and c�rculated in the
City of Plam Desert, California, and shall be in full force ar�d
effect thirty (30) days after its adoption.
PASSID, APPROVID and ADOPTID at a regular meeting of the PaLn Dese,rt
City Cau'�cil, held on this 28th day of Feb=vaiy, 1991, by the follaw�ng
wte, to wit:
AYES: BF�V5�1, C�tITES, F�GLY, WILS�V, SNYDER
I�ES: Idl7d�iE
ABSIId'Y': M�IdE
ABSTAIN: Mai�
� �
i��
H. SNYDII�,
..
�T�'FST: / %%;/'
� � r
��.�' ��, 'i ��'� /Y/_..� ..�
% SHEILA R. GILL�GAN, Cit��`ler}t
G�Il�F�I�£ PU. 635
FXF�IT "A"
SF�IIQt KxSII� AQi�IIJ� 1�II�FNP
BEI�1 ZI� QTY OF PAIM DF�T AI�D
PAIM DESF�tT RETIR�TP VII�I,AS L�9
THIS AGRF�+lII�T is entered into this 28th day of Februaty, 1991, between
Palm Dese,rt Retirgnent Villas LTD, (hexeinafter "Pro�perty Owner") and the
City of Palm Desert, (hereinafter "City"), a rtauZicipal oo�poration arganized
an�d existir�g uix3er t�e laws of the state of Califo�r�i.a.
R E C I T A L S
'i'nis Agreemeizt is predicated upon the following facts:
A. Gavp.xrn�ent Cbc3e Sectirns 65864-65869.5 autt»rize the City to enter
. into bir�dtr�g c3evelo�pme�t agreements witn per�sons r�avirx� legal or equitable
interests in x�eal propart.y for tris de�velo�pmezit of such praperty; .
B. Praperty Owr�er is aar�er of oaz-tain real p�operty located with the
City of PaLn DesPrrt, Califo�nia, c3evela��ed as 77 wzit oongz�egate care senior
Y�.Sin9 Pr�o�ect (hereinafter ��p�roject��) p�csuant to a dev�aiq�me�zt agr��e►nt,
City of PaLn Desert Ordinance No. 461.
C. Sectia�s 1, 2, and 3 of ORD. 461 requires the p�operty c�wnar to
prc7vide 15 units affordable by low and rrodexate inca��e units a�site or 20
lvw and moderate ir�ie affordable tu�its offsite by Marc,h 1, 1991.
D. PznQerty Owr�+x has r�equested the city t�o oon.sider anea�ding ORD 461
in accordarx�,e with Go�vexime�t Code Section 65864-65869.5 specifying an
alternative method for satisfying the 15 unit affordable housing
requirement.
E. 'I�e City Cauicil of City has fau�d that the developneazt agreat�ent
amer�nent is oosLsistent with the general plan (and the Palma Village
2
C[�72vA1� AA. 635
Specific Plan), and setli.or overlay; ar�d
F. 4n February 28, 1991 the City Cauivcil of The City of Palm Desert
adopted Ordinance No. 635 approving the develapnent agreecn�nt amer�nent with
property Owner and the ordinarx�,e thereafter toak effect on Februaiy 28,
1991.
NC)W, Tf�REFORE, tt�e pa�rties agr�ee:
1. Definitions. In this Agreecnent, �l.ess the cflntext othezwise
requires:
(a) "City" is the Gity of Palm Desert. �
(b) ��Pro�ect�� is the t3gvelo�pnent canstnicted City pursuant to
F��ecise Plan 85-39 and DA 86-1 ORD 461.
(c) "property Owne,r" mear�s the pes�son havir�g a legal or equitable
interest in tne real gro�per'ty as d�ibed in paragraph (3) and ir�cludes the
Property owr�er's sv�or in intere�t;
(d) ��Real pac�o,pez.ty�� is the real p�n�perty referx�ed to in Paz'a9r'aph
(2)•
(e) "Useful Life of the Pro�ect" is the greatar of thirty (30)
years ar the pe.riod of time which the Project r�emains habitable, with
reasOnable Carr� and maintec�an�o6, ass deteYmis�d by City.
(f) "Seazio� Citizen Household" means a maximum twr� person
haLse�Y�old of wfiich all members are 62 yea=s of age ar older.
2. Deecriptian of real p�apert.y. The real p�+apez-ty whi.ch is the
subject of this Agreecremt is deac�ibed in E�chi.bit A.
3. Znterest of PY�erty Owc�er. ProQertY Clwner �ts that he has
a full legal and equitable interest in the real p�+operty and that all other
j.�xsons holding legal o�' Hquttable interes'ts �n ttle p��opet'ty are to be boui�d
by the �.nt.
3
�Il�NCE I�U. 635
4. Assigrn�zt. The rights of the Pmpe.rty Owr�ex Lu�der this AgregnP_nt
may not be transfen�ed or assigned Lu�less the writtp.n oa�sent of the City if
first obtained.
5. Binding effect of Agreement. The txu�ien.s of this Agreement bis�d
and the bel7efits of the Agree�nent inure to the successors in interest to tt�e
parties to it.
6. Relatioc�.ship of parties. It is understood that the ooritractual
relatica�.ship betw�ee,n the City and Property Own�er is such that the awn�er is
an irx3epend�.nt oocitractor and r�ot the agent of the City.
7. Agx�ecment by Property Ownez� and City. In place of the r+equiran�nts
c3escribed in secticns 1, 2, and 3 of exhibit A of ORD 491 the followir�g
program shall be deemed tn satisfy the 15 unit low/moderate irx�ome hau.sisx,�
requiremeazts of chapter 25.52 of the PaLn De�ert zontng ox�dirsanoe.
a. Ten (10) units of the 15 unit require�cient shall be satisfied by
an in-lieu payment of $10,000 per �uzit totaling $100,000 to the city to be
u..�ed for the puipose of pzr�vitlir�g low inoome seiztor Yxx�.sirx3. Payme��t shall
be made to the city on or before Mair,h 1, 1991.
b. Five tmits (herei[�after SSI tmits) shall be �erved beg�.ruzing
Mazr.h 1, 1991 within the pro�ect fo� occupancy by aged recipients of
Supplemaczted Security Inoaime (SSI) as by �e United States
Social Security At�ninistratiaz. The maximtm charge fos full =nom, board and
care seivices as offereci by thH p�o�ect owr�ar to SSI recipiea�t shall �r�ot
exC.eed the maxirta,mi applicable SSI berysfit less $50.00 per pet'son per m�th.
For 1991, the maxiimun c,harge,s shall be:
Sir�gle Occupanc,y - S659Jmcnth.
Dauble Occ.�upar�cy - $1318/morith.
4
O�Il�NCE ND. 635
The.se rates may be ad�usted according to annual cast of living increases
granted to SSI recipients by Social Sec�,irity Administraticn.
c. A maxirtaan of two persais may a-,cupy each of the five units.
d. SSI recipients shall receive identical basic aongregate care
services avai.lable to othpx residents of the pro�ect.
e. Property Owner or its assigr�ed management agent shall be
respcx�sible for detexminicx� the eligibility of prospectiv�e SSI tenants.
f. Property Owner shall mt distximtnate cn the basis of race,
color or creed, sex, or national origin.
g. Property Owryer or its s� in interest shal l re.,sesv�e the
fiv�e (5) SSI units as set forth in this Agreanent for the Useful Life of ttle
Fro�ect and P%j ect awn�er shall r�ot sell or othe=wise char�ge the use of the
Project wit.haut prior written oorLsent of city.
h. Age limits. The mirii[rn,IIn age far' all Prn�ect oocupants shall be
62 y�ears old.
8. Char�ge in p�o�ect. No chaix,�e, modtf ication, re�vision or alteration
may be made in the appz�c�v�ed p�ecise plan without re�view ar�d aPA�val bY
t.tr�se agen�cies of the Gity app�wir�g the plan in the first instance. A
ctiar�ge, modificatial, revisian os alteratiai in the app��aved p��ecise plan is
mt effective until ths parties �c�end this Agre�nent to incaiporate it.
9. Hold Harmless. Propez-ty Owr�ar agz+ees to and shall h41d the City.
its officer's, ag�ts, e�layees and representatives harmless fran liability
for daznage or claims fos damage fo� pei5oi�a1 in,jury ir�cludirx,� death and
claims for property dart�age which may arise from the direct or ir�direct
aperations of the Frvperty Owr�ar or tliose of his oontracto�, subaaitractor,
a9eTlt, emPlaY'ee o�' ot2�' P�'� ��9 rn his behalf which relate to the
pro�ect, property pwr�,e,r agrees tio ar�d shall defend the City and its
5
Q�II�IdI"� I�D. 635
offiCers, agents, �nplayees ar�d regre.�entatives from actions for damages
cau_�ed or alleged to have been caused by reason of Property Owner's
activities in �cti� with the pro�ect.
This h41d harmless agr�eement applies to all damages and claims for
damages suffered or alleged to have been suffered by reasaz of the
operatior�s referr�ed to in this Paz'ag�'aph, r'e9ardless of whethar � not the
�tY P�P��, S�PPlied, or app��oved plans o� s�ecificatirns o� both for tt�e
Project.
Property Own�r further agi�es to irY3e�ify, hold haimless, pay all
oasts and pr�vide a deferzse for City in any action c,lzallea�gir�g the validity
of the Developnent Agz�eanent.
10. Periodic Review of ('Jonq�lianoe With Ag•reement.
(a) City Planning Commission shall review this Development
Agreement whenever sub�tantial evidearyce exists to indicate a poesible breach
of the texms of this Agreement.
(b) At least C�[x� eaCh year, Pzoperty Owr�r shall denons�trate g�od
faith crnq�lian�ce with the te,rnis of this Develapneczt Agreeme�t. Praperty
Owryer agrees to funzish such svidenoe of c�od faith cart�liaTyce as City, in
the exercise of its discretion, may require. City shall have the right tio
audit the books and reoards of Property Owi�or's vost and ea�pense upaz
request and at least aruwally.
11. AmerrYnent ar� Canr.ellation of Agreement. This Dev�ela�xnant Agre�zt
may be ameaxied or car�c.elled �n whc�le � in part by mutual oorL�e�nt of the
parties and in tt�e maru�er p�vided for in Gw�errniatzt GUde, sections 65868,
65867 ar�d 65867.5.
12. Enforcanent. Unless a�nended or canc,eiled as p�t7vided in Paz'agr'aPh
6
�E2DII�IGE ND. 635
11, this Development Agreement is enforceable by any party to it
notwithstandir�g a chaix3e in th�e applicable general or s•pecific plan, zoniix�,
subdivisian or bu.ilding regulations adopted by City which alter or amend the
rules, regulations or policies governing permitted uses of the land,
de.nsity, design, improvement aryd aanstruction staix�tYis and s�pecificatiori.
13. E�ents of default. Property Owner is in default �der this
AgreemP.nt upon the happening of a�e or more of the follawir�g eveilts or
cor�ditioa�.s:
(a) If a wazz�anty, regx�e.sentatian or statement m2de or ftunished
by propert,y Own�er to City is false or prvves to have been false in any
material. respect wt�Z it was made;
(b) A firxiitx3 and c3ete=mination by City made fol lowing a pe.riodic
revie�w Luxier ttye ��e provided fa� in Gcnrernn�t C',ode, sectiaz 65865.1,
that upai the basis of substantial eviderx�e Prope�rty Owr�ar has r�t oarq�lied
in gc�od faith with ariy of the texms ar� oonditirns of this Agr�esnet-it.
(c) PropertY Ownar�s failure to maintain the Real Pr�o�Qerty in
substantially the same ooc�dition as it ax.isted on tt�e date that City issued
the Certificate of OccuparY.y with r+espect to tha Pro�ect of the restore
Pran�tly in c�ood ar�d wor}ananlike manr�ar atYy buildir�g which may be da�naged or
c�est�'vYed•
(d) Pznperty Owr�er's failure to appear in and defend arYy action
or Pr'��T�4 P�p��9 to ef fect the rights o�r pawe=s of City �mder the
tezms of this DevelaFinant Agree�nent, ar�d to pay all oos�t.s ar�d expenses,
includirx,� attori�ey's fees in a rea.sonable sum, in any such action or
Froceedin3 in which City may appear•
14. Procedure upoci default. If, as a result of pe.ric�dic review, or
oth�ex review of this Ayre�ment, the Planning Cannission or City finds and
7
QRDII�IVCE NJ. 635
determines, ori the basis of substantial evide.nce, that Property Owner has
not aact�lied with the terms or oonditicx�s of this Agregnezi�, the Ctmnissioaz
shall r�tify tt�e Prapeity Owner or successor in interest as to the specific
nature of rn���liarx;e, and c3�scribe the remedies required to achieve
compliance. Property Owner has thirty (30) days upon receipt of
r�otificatiaz to take remedial actions. If Pz�o�peYty Owr�ar fails to take
remedial action within thirty (30) days, the Plann.ir�g Oannission of City
shall reoanner�d to the City Cau�cil of City that this Developrnent Agreanent
be modified, terminated, or that the recnedies set forth in this paragraph be
exercised by t�e City. If the City Clxmcil of City concurs with the
recommendation of the City's Planniryg Oatmission, the City Uo�u�cil may
t[roclify this Det7�elOgnent Agreect�tt, terminate this Dgvelopneazt Agreanent, or
may employ one or more of the remedies set f�ttz in this par�graph.
prr�ceedir�gs before the City Ootu�il shall be by rntioed public hearing
pursuant to Ct�apter 25.86 of the Nl�icipal c�x1e of the City of PaLn Desert.
In the event af a default, City m3y ert�loy on or more of the follo�witx,�
z�snedies, in its sole disrxetian:
(i) atY maY Z�svOke all px�evious app�vvals, e�titlenterits arbd
peitnits granted by the City to Propex�ty Owr�er with zgspect to this p�ject
at�d tt�e sub,j ect Real Pmperty.
(�) �tY �Y P�e all other legal or equitable remedies
City may hav�e ur�ds�r California law or as set forth in this Develc�pme�zt
AgreeR�nt and City shall be entitled to specific perforniar�c.e and enfom.ement
of each and every term, oax�.itia� and oave.nant set forth herein.
15. D�nages upai c.anc,ellation, tezminatioci of Agx�xnent. In rn �vent
shall ProQesty Ow�er be ea�titled to any d�nages against the City upon
modification, termination of this De�velopment Ag•reement ar� exercise by Gity
8
C�DII�tJ� I�A. 635
of its rights under this Develognent AgreemPnt.
16. Attorneys fees and costs. If legal actioci by either party is
brought because of breach of this Agreement or to enforce a pravision of
this Agre�ient, the prevailing party is entitled to reasor�able attorney�s
fees and court cost.
17. Notices. all notices required or provic�ed for under this
Developne�it Agr�nent sh,all be in writirr� and delivered in perscti or sent by
certified mail, postage prepaid. Notice required to be give bo City shall
be a�ldressed as follaws: City of Palm Desert, 73-510 FY�ed Wariryg Drive,
Palm Desert, California 92260
Notices required to be given to Property Owc�ar shall be adc�e.ssed
as follaws:
A Pa�'tY maY �e tY�e address by givir�g notice in writing to th�e
other party and therefore notices shall be addressed and transmitted to the
new addr'ess.
18. Rules of oal.�tnu:tiaz and miscellaneous tezms.
(a) Tt�e s{�,tar incluc3es the plural; the masculine gender
incluc3es tt�e fecnini.ne: "shall" is mandatn�y, ��may�� is peimissive.
(b) If a part of this Agz�esne�t is held to be invalid, the
rgnaindex of this Agr�nent is not affected.
(c) If thare is m�re than a�e sigi�r of this Agreeme�nt their
obligatiorls are joint and several.
(d) The time limtts set forth in this Agre�nent may be extea�ded
by �tual oo��sent of the paztie� in acoordance with �e P�ocec�u'es for
acloQtion of an agr�ement. �
19. Duration of Agreane�rit. Thi.s Agreanent shall expire only upon
total destruction of tY�e apartment pro�ect which is the sub�ect of this
9
Ot�� I�. 635
Develop[nent Agre�nPnt.
20. Ap�licable Law. this AgregnP.nt shall be aonstrued according to
the laws of the State of California.
21. Severability. If any portion of this Agregrnnt is for any reason
held to be unenforceable, such c3ete,rmination shall r�ot effect the validity
of the z�naining portions.
22. Authority. Each of th�e parties he,reto ocxr�.nant and agx�es tha,t
it has the legal capaaity t� enter into this Agre�t oontained herein,
that each agree�rient is bindir�g upai that party and that this Agreement is
executed by a �l.y authc�rized official actir�g in his official capacity.
IN WIZT�'.SS Wf�RDOF this Develq.�ttPnt Agreement has been executed by the
parties on the day and year first above writteri.
A�v�ed 3s to fo�m: CITY OF PALM DES�t'P
A MiuLicipal Coxporation
BY�
KAI�IDY I,� P,LLFI�I
DePutY CitY Att�rneY
Att;e.St:
PALM DESII�T REI'IRFI�P VILLAS LTD
BY:
BY:
STATE OF CALIF�NIA )
OOiUNPY OF RIVERSIDE )
On this day of , 1991, before me, a
Notazy Public in and for said State, persoclally a,ppeared
, }�own to me or proved to me cn the basis of
satisfactory evidence to be the person who executed the within
ins�an�.,nt an behalf of , and aGa�aaledged
to me tt3at executed the s�ne.
10
ORDINANCE N0. 635
DEVELOPMENT AGREEMENT
EXHIBIT "A"
Lot 16 of Pelma Villege Groves, M.B. 20, Page 51