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HomeMy WebLinkAboutRes 08-74 and 551 Cooperative Agmt Construction of Sheriff Station PALM DESERT REDEVELOPMENT AGENCY STAFF REPORT REQUEST: ADOPTION OF CITY COUNCIL RESOLUTION NO. 08- �4 AND AGENCY RESOLUTION N0.551 APPROVING A COOPERATIVE AGREEMENT BETWEEN THE PALM DESERT REDEVELOPMENT AGENCY AND THE COUNTY OF RIVERSIDE CONCERNING THE CONSTRUCTION, FINANCING, AND ACQUISITON OF LAND FOR A SHERIFF STATION SUBMITTED BY: JUSTIN MCCARTHY, ACM FOR REDEVELOPMENT DATE: JULY 10, 2008 CONTENTS: CITY COUNCIL RESOLUTION NO. 08- 74 AGENCY RESOLUTION NO. 55� COOPERATIVE AGREEMENT HEALTH AND SAFETY CODE SECTION 33445 REPORT PROJECT COST BENEFIT WORKSHEET SITE MAP Recommendation: That the City Council/Agency Board open the joint public hearing and following testimony, take the following action: That the City Council: 1. Waive further reading and adopt Resolution No. 08-�4 , a resolution of the City of Palm Desert authorizing the sale by the Palm Desert Redevelopment Agency of certain property to the County of Riverside for the construction of a Sheriff Station thereon by the County, making certain findings, and approving a Cooperative Agreement in connection therewith. That the Agency Board: 1. Waive further reading and adopt Resolution No. 55� , a resolution of the Palm Desert Redevelopment Agency authorizing the sale of certain property to the County of Riverside for the construction of a Sheriff Station thereon by the County, making certain findings, and approving a Cooperative Agreement in connection therewith. Gtrda\Mana Hunt\WPDATA\MCCARTHY�staffrpts�0�1008Counry Sheriff Station StaH Report.docx Staff Report Adoption of Council/Agency Resolutions approving Cooperative Agreement between Agency and County of Riverside Page 2 of 4 July 10, 1008 Discussion: The Redevelopment Agency has negotiated a Cooperative Agreement with the County of Riverside for the conveyance of 10.87 acres of land fronting Gerald Ford Drive, the termination of the lease of the 38,000 square foot existing Sheriff's Station located in the Palm Desert Civic Center Complex and the development of a new Sheriff Station. The new Sheriff Station will be located on Gerald Ford Drive, between Portola Avenue and Monterey Avenue, and includes a facility with a minimum of 80,000 square feet of building area for regional offices, administrative facilities, voice and data communication facilities, a vehicle storage yard, a helipad and other amenities such as landscaping, parking areas, and related public improvements. The Sheriff Station will be built to the "Basic" Leadership in Energy and Environmental Design (LEED) standard and will also include a solar photovoltaic system as a renewable energy component. The project will also include public street improvements along Gerald Ford Drive and the dedication of approximately .87 acres with public improvements to the City. In consideration for the disposition of the 10.87 acres by the Agency to the County, the County agrees to execute a Lease Termination Agreement, which terminates the lease dated as of February 2, 1989 between the Agency and the County for the real property and sheriff station improvements located at the Civic Center Sheriff Station at 73-520 Fred Waring Drive. This will transfer the existing 38,000 square foot facility and land area to the Agency's control. With the termination of the lease, the Agency will stop receiving reimbursements from the County's pass-through funds for the bonds issued for the Civic Center Sheriff Station. The ultimate disposition of this property has not been determined. However, it is understood that the Sheriffs traffic detail will continue to operate from this facility under terms yet to be negotiated. Agency staff is recommending approval of the Cooperative Agreement. It provides numerous benefits to the community in the provision of a modern and expanded Sheriff Station, new public improvement along Gerald Ford Drive, and the Agency's recapture of useful real estate and improvements within the Palm Desert Civic Center Complex. Summary of the Cooperative Aqreement Agency Requirements: • The Agency will act as the "Project Applicant" on behalf of the project, coordinate all entitlements, advance City fees on behalf of the project, and provide or secure approvals under the Cooperative Agreement. • The Agency will transfer the 10.87 acre property to the County. Staff Report Adoption of Council/Agency Resolutions approving Cooperative Agreement between Agency and County of Riverside Page 3 of 4 July 10, 1008 • The Agency shall issue a Certificate of Completion to the City upon completion of construction in conformance with the Cooperative Agreement. The County Requirements: • Develop the project in accordance with the Scope of Development, the Schedule of Performance, the Permits and Approvals, Development Fees and other exhibits as required under the Cooperative Agreement. • The County agrees to pay all costs and expenses associated with the development and construction of the Project, including the costs of developing and constructing the public improvements. And, reimburse the Agency certain City fees that the Agency advances on behalf of the project. • The County further agrees to execute and deliver to the Agency the Lease Termination Agreement for the existing Sheriff Station and vacate the Civic Center Sheriff Station 90 days following the completion date of the new facility. Conditions to be Satisfied by County before Land is Conveyed: • The County, or the Agency on behalf of the County, shall have obtained all permits and approvals necessary to construct the Improvements. • The County shall submit to the Agency, for the Agency's approval, final plans and specifications. • The County shall have executed all agreements required under the Cooperative Agreement as a condition of closing, and paid all fees required under the Development Fees and Permits and Approvals provisions. • The County shall have issued a Preliminary Official Statement for bonds to be issued to construct the improvements. Conditions to be Satisfied by the County after Land is Conveyed: • The County shall commence construction of the improvements within 180 days after the close of escrow. • The County shall complete construction within 730 days of the close of escrow. Staff Report Adoption of Council/Agency Resolutions approving Cooperative Agreement between Agency and County of Riverside Page 4 of 4 July 10, 1008 The Report The report pursuant to Health and Safety Code Section 33445 has been prepared with an analysis of this transaction and is attached hereto. Submitted by: y sti McCarthy ACM or Redevelop ent val: Carlos L. rte Paul S. Gibson City Manager/ ecutive Director Director of Finance ;;ITY COUNCIL P�CTION: APPROVED �� DENIED RECEIVED OTHER . MEETIl)I� DATE _ AYES•fe , NOE3: ABSENT• ABSTAIN• � VERIFIED BY: �riginal an �'ile ��i rity Clerk' s Offi�E BY Rt�A ��« ON � ��o ` �'� VERIFIED BY ���� ���� � � O�iginal on file with City Clerk'�Of� RESOLUTION NO. 08-74 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM DESERT AUTHORIZING THE SALE BY THE PALM DESERT REDEVELOPMENT AGENCY OF CERTAIN PROPERTY TO THE COUNTY OF RIVERSIDE FOR THE CONSTRUCTION OF A SHERIFF STATION THEREON BY THE COUNTY, MAKING CERTAIN FINDINGS, AND APPROVING A COOPERATIVE AGREEMENT IN CONNECTION THEREWITH RECITALS: A. In order to effectuate the provisions of the Redevelopment Plan (the "Redevelopment Plan") for Project Area No. 2 (the "Project Area"), the Palm Desert Redevelopment Agency (the "Agency") proposes to enter into that certain Cooperative Agreement Between the Palm Desert Redevelopment Agency and County of Riverside Concerning the Construction Financing and Acquisition of Sheriff Station (the "Cooperative Agreement") with the County of Riverside (the "County") pursuant to which the Agency will sell to the County that certain real property in the Project Area consisting of approximately 10.87 acres located on the south side of Gerald Ford Drive between Monterey and Portola Avenues in the City of Palm Desert (the "City"), together with all easements, rights and privileges appurtenant thereto (the "Property") and the County will construct on the Property a sheriff station and related regional offices and administrative facilities consisting of at least 80,000 square feet of building area, voice and data communication facilities, a vehicle storage yard and a helipad and other amenities such as landscaping, parking areas and related public improvements, including improvements to Gerald Ford Drive (collectively, the "Sheriff Station"). In consideration for the sale of the Property by the Agency to the County, the County will execute and deliver that certain Lease Termination Agreement, which provides for the termination of the lease dated as of February 2, 1989, by and between the Agency, as lessor, and the County, as lessee, pursuant to which the Agency leases to the County the real property and sheriff station improvements thereon located at the Civic Center in the City. B. Pursuant to California Health and Safety Code Sections 33445 and 33679, on July 10, 2008, the City Council (the "City Council") of the City and the Agency held a duly noticed joint public hearing on the approval of the Agency's proposed sale of the Property to the County pursuant to the Cooperative Agreement, at which time all persons desiring to comment on, or ask questions concerning, the sale and the Cooperative Agreement were given the opportunity to do so. Prior to the public hearing, information concerning the proposed sale and the Cooperative Agreement were available for public inspection in the office of the City Clerk in accordance with Health and Safety Code Section 33679. C. The proposed Sheriff Station is located in and will benefit the Project Area. The City Council has previously determined that the Project Area is an P6402-0001 \ 1062962v3.doc area in which the combination of conditions of blight are so prevalent and so substantial that there is a reduction of, or lack of, proper utilization of the area to such an extent that it constitutes a serious physical, social and economic burden on the community which cannot reasonably be expected to be reversed or alleviated by private enterprise or governmental action, or both, without redevelopment. Among other things, the Project Area contains vacant and underutilized properties, properties that suffer from depreciated or stagnant property values and impaired investments, and deteriorated, aged and obsolete buildings. Such conditions tend to further deterioration and disuse because of the lack of incentive to landowners and their inability to improve, modernize or rehabilitate their property while the condition of the neighboring property remains unchanged. In addition, the Project Area is characterized by the existence of inadequate public improvements and utilities, which cannot be remedied by private or governmental action without redevelopment. The development of the Sheriff Station will result in the development of a previously undeveloped property, correct deficient street improvements serving the Property, provide expanded public safety facilities needed to provide adequate police services to the Project Area, assist in the revitalization of the Project Area, create additional jobs, and help remedy the lack of adequate public improvements serving the Project Area, thereby eliminating a factor which substantially hinders the economically viable use of property and buildings within the Project Area. All of the foregoing will assist in encouraging private sector investment in the Project Area and will assist in eliminating blighting conditions in the Project Area. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM DESERT HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. The foregoing recitals are true and correct and a substantive part of this Resolution. Section 2. Based upon the foregoing and other information presented to the City Council, the City Council hereby finds and determines that: (i) the payment of certain fees by the Agency in connection with the construction of the Sheriff Station and the sale of the Property by the Agency to the County pursuant to the Cooperative Agreement is consistent with the Agency's implementation plan adopted pursuant to Health and Safety Code Section 33490; (ii) the Sheriff Station will be of benefit to the Project Area and the immediate neighborhood in which the Sheriff Station will be located; and (iii) the payment of certain fees by the Agency in connection with the construction of the Sheriff Station and sale of the Property to the County by the Agency pursuant to the Cooperative Agreement will assist in the elimination of one or more blighting conditions inside the Project Area. Section 3. Subject to the Board of Supervisors of the County holding a duly noticed public hearing pursuant to Health and Safety Code Section 33679 regarding the Agency's proposed sale of the Property to the County pursuant to the Cooperative Agreement and finding that no other reasonable means of financing the construction of the Sheriff Station is available to the County other than entering into the P6402-0001 \ 10629620.doc 2 Cooperative Agreement with the Agency, the City Council hereby approves (a) the Cooperative Agreement, and (b) the sale of the Property to the County pursuant to the Cooperative Agreement. Section 4. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to effectuate the purposes of this Resolution and any such actions previously taken by such officers are hereby ratified and confirmed. PASSED, APPROVED and ADOPTED this 10th day of July, 2008 by the following vote to wit: AYES: NOES: ABSENTS: ABSTAINS: Jean M. Benson, Mayor ATTEST: Rachelle D. Klassen, City Clerk P6402-0001 I0629620.doc 3 RESOLUTION NO. 551 A RESOLUTION OF THE PALM DESERT REDEVELOPMENT AGENCY AUTHORIZING THE SALE OF CERTAIN PROPERTY TO THE COUNTY OF RIVERSIDE FOR THE CONSTRUCTION OF A SHERIFF STATION THEREON BY THE COUNTY, MAKING CERTAIN FINDINGS, AND APPROVING A COOPERATIVE AGREEMENT IN CONNECTION THEREWITH RECITALS: A. In order to effectuate the provisions of the Redevelopment Plan (the "Redevelopment Plan") for Project Area No. 2 (the "Project Area"), the Palm Desert Redevelopment Agency (the "Agency") proposes to enter into that certain Cooperative Agreement Between the Palm Desert Redevelopment Agency and County of Riverside Concerning the Construction Financing and Acquisition of Sheriff Station (the "Cooperative Agreement") with the County of Riverside (the "County") pursuant to which the Agency will sell to the County that certain real property in the Project Area consisting of approximately 10.87 acres located on the south side of Gerald Ford Drive between Monterey and Portola Avenues in the City of Palm Desert (the "City"), together with all easements, rights and privileges appurtenant thereto (the "Property") and the County will construct on the Property a sheriff station and related regional offices and administrative facilities consisting of at least 80,000 square feet of building area, voice and data communication facilities, a vehicle storage yard and a helipad and other amenities such as landscaping, parking areas and related public improvements (collectively, the "Sheriff Station"). In consideration for the sale of the Property by the Agency to the County, the County will execute and deliver that certain Lease Termination Agreement, which provides for the termination of the lease dated as of February 2, 1989, by and between the Agency, as lessor, and the County, as lessee, pursuant to which the Agency leases to the County the real property and sheriff station improvements thereon located at the Civic Center in the City. B. Pursuant to California Health and Safety Code Sections 33445 and 33679, on July 10, 2008, the City Council (the "City Council") of the City and the Agency held a duly noticed joint public hearing on the approval of the Agency's proposed sale of the Property to the County pursuant to the Cooperative Agreement, at which time all persons desiring to comment on, or ask questions concerning, the sale and the Cooperative Agreement were given the opportunity to do so. Prior to the public hearing, information concerning the proposed sale and the Cooperative Agreement were available for public inspection in the office of the City Clerk in accordance with Health and Safety Code Section 33679. C. The proposed Sheriff Station is located in and will benefit the Project Area. The City Council has previously determined that the Project Area is an area in which the combination of conditions of blight are so prevalent and so substantial that there is a reduction of, or lack of, proper utilization of the area to such an extent that P6402-000 I \ 1058887v4.doc it constitutes a serious physical, social and economic burden on the community which cannot reasonably be expected to be reversed or alleviated by private enterprise or governmental action, or both, without redevelopment. Among other things, the Project Area contains vacant and underutilized properties, properties that suffer from depreciated or stagnant property values and impaired investments, and deteriorated, aged and obsolete buildings. Such conditions tend to further deterioration and disuse because of the lack of incentive to landowners and their inability to improve, modernize or rehabilitate their property while the condition of the neighboring property remains unchanged. In addition, the Project Area is characterized by the existence of inadequate public improvements and utilities, which cannot be remedied by private or governmental action without redevelopment. The development of the Sheriff Station will result in the development of a previously undeveloped property, correct deficient street improvements serving the Property, provide expanded public safety facilities needed to provide adequate police services to the Project Area, assist in the revitalization of the Project Area, create additional jobs, and help remedy the lack of adequate public improvements serving the Project Area, thereby eliminating a factor which substantially hinders the economically viable use of property and buildings within the Project Area. All of the foregoing will assist in encouraging private sector investment in the Project Area and will assist in eliminating blighting conditions in the Project Area. NOW, THEREFORE, THE PALM DESERT REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS: Section 1. The foregoing recitals are true and correct and a substantive part of this Resolution. Section 2. Based upon the foregoing and other information presented to the Agency, the Agency hereby finds and determines that: (i) the payment of certain fees by the Agency in connection with the construction of the Sheriff Station and the sale of the Property by the Agency to the County pursuant to the Cooperative Agreement is consistent with the Agency's implementation plan adopted pursuant to Health and Safety Code Section 33490; (ii) the Sheriff Station will be of benefit to the Project Area and the immediate neighborhood in which the Sheriff Station will be located; and (iii) the payment of certain fees by the Agency in connection with the construction of the Sheriff Station and the sale of the Property to the County by the Agency pursuant to the Cooperative Agreement will assist in the elimination of one or more blighting conditions inside the Project Area. Section 3. Subject to the Board of Supervisors of the County holding a duly noticed public hearing pursuant to Health and Safety Code Section 33679 regarding the Agency's proposed sale of the Property to the County pursuant to the Cooperative Agreement and finding that no other reasonable means of financing the construction of the Sheriff Station is available to the County other than entering into the Cooperative Agreement with the Agency, the Agency hereby approves (a) the Cooperative Agreement, and (b) the sale of the Property to the County pursuant to the P6402-000I \ 1058887v4.doc 2 Cooperative Agreement. The execution of the Cooperative Agreement by the Agency is conditioned upon the prior or concurrent approval and execution of the Cooperative Agreement by the County. The Agency hereby authorizes its Executive Director to execute and deliver the Cooperative Agreement in substantially the form presented to the Agency and on file with the City Clerk, with such additions thereto or changes therein as may be necessary or convenient and as the Executive Director may approve, in his discretion, as being in the best interests of the Agency, such approval to be conclusively evidenced by the Executive Director's execution and delivery thereof. Section 4. The officers of the Agency are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to effectuate the purposes of this Resolution and the Cooperative Agreement, and any such actions previously taken by such officers are hereby ratified and confirmed. PASSED, APPROVED and ADOPTED this 10th day of July 2008 by the following vote to wit: AYES: NOES: ABSENTS: ABSTAINS: Jean M. Benson, Chairman ATTEST: Rachelle D. Klassen, Secretary P6402-0001 \ 1058887v4.doc 3 SUMMARY REPORT CITY OF PALM DESERT REDEVELOPMENT PROJECT AREA NO. 2 SHERIFF STATION PROPOSED SALE OF PROPERTY BY THE PALM DESERT REDEVELOPMENT AGENCY TO THE COUNTY OF RIVERSIDE FOR THE CONSTRUCTION OF A SHERIFF STATION THEREON BY THE COUNTY PURSUANT TO A PROPOSED COOPERATIVE AGREEMENT BY AND BETWEEN THE AGENCY AND THE COUNTY I. INTRODUCTION In order to effectuate the provisions of the Redevelopment Plan for Project Area No 2 (the "Project Area"), pursuant to provisions of the Community Redevelopment Law (California Health and Safety Code Section 33000, et seq.), and in particular Section 33445 thereof, the Palm Desert Redevelopment Agency (the "Agency") proposes to enter into that certain Cooperative Agreement Between the Palm Desert Redevelopment Agency and County of Riverside Concerning the Construction Financing and Acquisition of Sheriff Station (the "Cooperative Agreement") with the County of Riverside (the "County") pursuant to which the Agency will sell to the County that certain real property in the Project Area consisting of approximately 10.87 acres located on the south side of Gerald Ford Drive between Monterey and Portola Avenues in the City of Palm Desert (the "City"), together with all easements, rights and privileges appurtenant thereto (the "Property") and the County will construct on the Property a sheriff station and related regional offices and administrative facilities consisting of at least 80,000 square feet of building area, voice and data communication facilities, a vehicle storage yard and a helipad and other amenities such as landscaping, parking areas and related public improvements, including improvements to Gerald Ford Drive (collectively, the "Sheriff Station"). In consideration for the sale of the Property by the Agency to the County, the County agrees to execute and deliver to the Agency that certain Lease Termination Agreement, which terminates the lease dated as of February 2, 1989, by and between the Agency, as lessor, and the County, as lessee, pursuant to which the Agency leases to the County the real property and sheriff station improvements thereon (the "Original Sheriff Station") located at the Civic Center in the City (the "Original Lease"). The proposed Cooperative Agreement (which includes the Lease Termination Agreement), in substantially final form, and related documents are on file in the office of the City Clerk and the Clerk of the County Board and available for public inspection. P6402-000I\I059248v4.doc 1 II. ESTIMATE OF AMOUNT OF TAXES PROPOSED TO BE USED BY THE AGENCY IN CONNECTION WITH THE SHERIFF STATION On August 18, 1999, the Agency purchased a 38.70-acre site, which includes the Property, for $2,132,301 or a cost per acre of $55,098. The Property constitutes 28.09 percent of the larger site meaning that the pro rata land acquisition cost for the Property was $598,918. The $598,918 land acquisition cost was funded by an interest -only loan from the City, with interest calculated at the appropriate Local Agency Investment Fund rate earned on the investment of City funds. The Agency's total interest payments on the loan through fiscal year 2007-08 equal $213,677. In addition, the Original Sheriff Station was financed by the Agency with the proceeds of tax allocation bonds issued by the Agency. These bonds were refunded with the proceeds of bonds issued by the Palm Desert Financing Authority and loaned to the Agency. Pursuant to the Original Lease, the Agency pays a portion of its loan repayments to the Authority (which the Authority uses to pay debt service on its bonds) with moneys the Agency would otherwise be required to pass through to the County under an existing pass through agreement between the Agency and the County. The Lease Termination Agreement provides for the termination of the Original Lease by the earlier of (i) the issuance by the County of a certificate of occupancy for the Sheriff Station or (ii) 730 days after the grant deed conveying the Property to the County is recorded in the County Recorder's office (which must occur no later than 180 days after the County and Agency execute the Cooperative Agreement). Upon termination of the Original Lease, the Agency's right to use County pass through amounts to repay the Authority loan will terminate and loan repayments thereafter will be payable solely from tax increment revenues allocated to the Agency. It is estimated that at the time the Original Lease terminates, debt service on the Authority loan through the maturity date of the Authority bonds is estimated to equal approximately $2,500,000 (this amount will vary depending on when the Original Lease is terminated and depending on whether the Agency prepays the Authority loan). The County will pay for the cost of constructing the Sheriff Station, all related infrastructure improvements, and all fees and costs for complying with the California Environmental Quality Act. In addition, the County will pay for all planning, building and safety, and public works fees. It is anticipated that the County will use proceeds of bonds to be issued by the Riverside County Palm Desert Financing Authority to pay these costs. Notwithstanding the foregoing, the Agency shall initially pay all development, entitlement and impact fees payable to the City with respect to the Sheriff Station and the County shall reimburse the Agency for all such fees that constitute Development Fees under the Cooperative Agreement. It is estimated that the non -reimbursed fees to be paid by the Agency will not exceed $50,000. P6402-0001\10592480.doc 2 III. DETERMINATIONS REQUIRED UNDER HEALTH AND SAFETY CODE SECTION 33445(a) A. No Other Reasonable Means of Financing is Available The budget constraints of the City prevent the City from financing the costs of the Sheriff Station by any means. Traditional methods of financing are unavailable to the City as a practical matter because of voter approval requirements. The state budget crisis, and legislative proposals to address the budget crisis, have also created a great deal of concern over the City's ability to meet its existing and future obligations. No other reasonable means of financing the construction of the Sheriff Station other than through the sale of the Property to the County by the Agency pursuant to the Cooperative Agreement in consideration of the County entering into the Lease Termination Agreement are available to the County. B. The Sheriff Station Will Assist in the Elimination of Blight in the Project Area; Redevelopment Purpose of the Sheriff Station The Sheriff Station will serve the residents, employees, and taxpayers of the City, including the Project Area. The City Council of the City of Palm Desert previously determined that the Project Area an area in which the combination of conditions of blight is so prevalent and so substantial that it causes a reduction of, or lack of, proper utilization of the area to such an extent that it constitutes a serious physical, social and economic burden on the community which cannot reasonably be expected to be reversed or alleviated by private enterprise or governmental action, or both, without redevelopment. Since the adoption of the Redevelopment Plan for the Project Area, the Agency has acted as a catalyst to accomplish redevelopment of the Project Area. However, conditions of blight still exist throughout the Project Area. Among other things, the Project Area contains vacant and underutilized properties, properties that suffer from depreciated or stagnant property values and impaired investments, and deteriorated, aged and obsolete buildings. Such conditions tend to further deterioration and disuse because of the lack of incentive to landowners and their inability to improve, modernize or rehabilitate their property while the condition of the neighboring property remains unchanged. In addition, the Project Area is characterized by the existence of inadequate public improvements and utilities, which cannot be remedied by private or governmental action without redevelopment. The development of the Sheriff Station will result in the development of a previously undeveloped property, will correct deficient street improvements P6402-0001 V 059248v4.doc 3 serving the Property, will provide needed public safety facilities, assist in the revitalization of the Project Area, create additional jobs, and help remedy the lack of adequate public improvements serving the Project Area, thereby eliminating a factor which substantially hinders the economically viable use of property and buildings within the Project Area. All of the foregoing will assist in encouraging private sector investment in the Project Area and will assist in eliminating blighting conditions in the Project Area. Based on the foregoing, the Sheriff Station will assist in eliminating conditions of blight within the Project Area and will serve a basic purpose of redevelopment, which includes the provision of structures as may be appropriate or necessary in the interest of the general welfare, including public safety facilities. In addition, a fundamental purpose of redevelopment is to provide an environment for the social, economic and psychological growth and well-being of all citizens. The proposed new Sheriff Station will provide a modern and efficient facility that serves the residents, employees and taxpayers of the City and the Project Area, which is necessary for the well-being of the community and the general welfare. P6402-0001\1059248v4.doc 4 NOTICE OF JOINT PUBLIC HEARING NOTICE IS HEREBY GIVEN pursuant to California Health and Safety Code Sections 33445 and 33679 that the Palm Desert City Council (the "City Council") and the Palm Desert Redevelopment Agency (the "Agency") will hold a joint public hearing regarding the Agency's proposal to enter into that certain Cooperative Agreement Between the Palm Desert Redevelopment Agency and County of Riverside Concerning the Construction Financing and Acquisition of Sheriff Station (the "Cooperative Agreement") with the County of Riverside (the "County") pursuant to which the Agency will sell to the County that certain real property in the Project Area consisting of approximately 10.87 acres located on the south side of Gerald Ford Drive between Monterey and Portola Avenues in the City of Palm Desert (the "City"), together with all easements, rights and privileges appurtenant thereto (the "Property") and the County will construct on the Property a sheriff station and related regional offices and administrative facilities consisting of at least 80,000 square feet of building area, voice and data communication facilities, a vehicle storage yard and a helipad and other amenities such as landscaping, parking areas and related public improvements (collectively, the "Sheriff Station"). The Agency will pay certain fees in connection with the construction of the Sheriff Station. In consideration for the sale of the Property by the Agency to the County, the County will execute and deliver that certain Lease Termination Agreement, which provides for the termination of the lease dated as of February 2, 1989, by and between the Agency, as lessor, and the County, as lessee, pursuant to which the Agency leases to the County the real property and sheriff station improvements thereon located at the Civic Center in the City. The Sheriff Station will be located in the Agency's Project Area No. 2. The time, date and place of such public hearing is as follows: TIME: 4:00 P.M. DATE: July 10, 2008 PLACE: Palm Desert City Hall Council Chamber 73-510 Fred Waring Drive Palm Desert, California 92260 The above -described proposed Cooperative Agreement (which includes the proposed Lease Termination Agreement) in substantially final form, and related documents including a summary are available to the public for inspection and copying, at a cost not to exceed the cost of duplication, at the office of the City Clerk, 73-510 Fred Waring Drive, Palm Desert, California. The summary includes all of the following: (i) an estimate of the amount of taxes allocated to the Agency pursuant to Health and Safety Code Section 33670(b) which the Agency will use to pay for land for and the cost of the installation and construction of the Sheriff Station, including interest payments; P6402-0001 \ 1059255v2.doc (ii) the facts supporting the determinations required to be made by the City Council and the County Board of Supervisors pursuant to Health and Safety Code Section 33445; and (iii) the redevelopment purpose for which such taxes are being used to pay for the land for and the cost of the installation and construction of the Sheriff Station. All interested persons are invited to attend and provide testimony and comments to the Agency and City Council. In compliance with the American with Disabilities Act, if you need special assistance to participate in an Agency or City Council meeting or other services offered by the Agency or City, please contact the City Clerk's office at 73-510 Fred Waring Drive, Palm Desert, California 92260. Notification at least 48 hours prior to the meeting or time when services are needed will assist the Agency and City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service. Dated this 23`d day of June, 2008. /s/ Rachelle D. Klassen [Publish: June 26, 2008, and July 3, 2008] City Clerk City of Palm Desert, California 2 P6402-0001 \ 1059255v2.doc COOPERATIVE AGREEMENT CONCERNING THE CONSTRUCTION FINANCING AND ACQUISITION OF SHERIFF STATION BY AND BETWEEN PALM DESERT REDEVELOPMENT AGENCY, A Public Body, Corporate and Politic "Agency" AND THE COUNTY OF RIVERSIDE, A Political Subdivision of the State of California "County" 12395-0003\963391v17.doc TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS 2 1.1 Definitions 2 1.1.1 Agency 2 1.1.2 Agency Lease 2 1.1.3 Agreement 2 1.1.4 Bonds 2 1.1.5 Certificate of Completion 2 1.1.6 City 3 1.1.7 Close of Escrow 3 1.1.8 Closing 3 1.1.9 County 3 1.1.10 Default 3 1.1.11 Development Fees 3 1.1.12 Effective Date 3 1.1.13 Escrow 3 1.1.14 Escrow Holder 3 1.1.15 Grant Deed 3 1.1.16 Hazardous Materials 3 1.1.17 Improvements 4 1.1.18 Landscape Maintenance Agreement 4 1.1.19 Lease Termination Agreement 4 1.1.20 Party 4 1.1.21 Permits and Approvals 4 1.1.22 Plans and Specifications 4 1.1.23 Property 4 1.1.24 Restrictive Covenant Agreement 4 1.1.25 Transaction Costs 4 ARTICLE 2. SALE OF THE PROPERTY 4 2.1 Consideration for Sale 4 2.2 Closing Funds 5 2.3 Escrow 5 2.3.1 Opening of Escrow 5 2.3.2 Close of Escrow 5 2.3.3 Delivery of Closing Documents 5 2.4 Conditions to Close of Escrow 6 2.5 Condition of Title; Title Insurance 7 2.6 Escrow and Title Charges; Prorations 8 2.7 Due Diligence Period; Access 9 2.8 Condition of the Site 9 2.9 Escrow Holder 11 2.10 Additional Instructions 11 12395-0003\963391 v 17.doc (i) TABLE OF CONTENTS Page ARTICLE 3 DEVELOPMENT OF THE SITE 11 3.1 Scope of Development 11 3.2 Agency's Right to Review Plans and Specifications and Processing of Permits and Entitlements 12 3.3 Approval of Plans and Specifications 13 3.4 Changes in Construction Drawings 13 3.5 Cost of Construction 13 3.6 Progress of Construction 13 3.7 Rights of Access 14 3.8 Local, State and Federal Laws 14 3.9 Nondiscrimination During Construction 14 3.10 Certificate of Completion 14 3.11 Modifications of Improvements Following Completion of Construction 15 ARTICLE 4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS 15 ARTICLE 5 USE OF THE SITE 16 5.1 Use 16 5.2 Maintenance of the Property 16 5.3 Obligation to Refrain from Discrimination 16 5.4 Restrictive Covenant Agreement 16 5.5 Right to Repurchase 17 5.6 First Right to Purchase Property 17 ARTICLE 6 ARTICLE EVENTS OF DEFAULT, REMEDIES AND TERMINATION 17 6.1 Defaults --Definition 17 6.2 Remedies in the Event of Default 18 6.3 Liberal Construction 18 6.4 No Personal Liability 18 6.5 Legal Actions 19 6.5.1 Institution of Legal Actions 19 6.5.2 Applicable Law 19 6.5.3 Acceptance of Service of Process 19 6.6 Rights and Remedies are Cumulative 19 6.7 Inaction Not a Waiver of Default 19 ARTICLE 7 ARTICLE GENERAL PROVISIONS 19 7.1 Insurance 19 7.2 The Bonds 21 7.3 Indemnity 21 7.4 Notices 22 7.5 Rule of Construction 23 7.6 County's Warranties 23 7.7 Interpretation and Context 24 7.8 Time of the Essence 24 12395-0003\963391v17.doc TABLE OF CONTENTS Page 7.9 Attorneys' Fees 24 7.10 Approvals by Agency, City and the County 24 7.11 Enforced Delay. Extension of Times of Performance 24 7.12 Inspection of Books and Records 24 7.13 County's Private Undertaking 24 7.14 Entire Agreement, Waivers and Amendments 24 7.15 Severability 25 7.16 Survival 25 7.17 Broker's Commission 25 7.18 Counterparts 25 7.19 Successors 25 7.20 Paragraph Headings 25 7.21 No Joint Venture 25 12395-0003\963391v17.doc COOPERATIVE AGREEMENT BETWEEN THE PALM DESERT REDEVELOPMENT AGENCY AND COUNTY OF RIVERSIDE CONCERNING THE CONSTRUCTION FINANCING AND ACQUISITION OF SHERIFF STATION This Cooperative Agreement Between The Palm Desert Redevelopment Agency And County Of Riverside Concerning The Construction Financing And Acquisition Of Sheriff Station ("Agreement"), dated as of August , 2008, is entered into by and between the PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California ("County"). RECITALS This Agreement is entered into with reference to the following facts: A. The purpose of this Agreement is to effectuate the Redevelopment Plan for Project Area No. 2 of the Agency (the "Project Area"), in the City of Palm Desert, California, by facilitating construction of a regional sheriff's station and related public improvements on real property within the Project Area. B. Agency is a California Community Redevelopment Agency duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the provisions of the Community Redevelopment Law of the State of California which is Part 1 of Division 24 of the California Health and Safety Code (Section 33000, et seq.). C. County is empowered to enter into a agreement with a redevelopment agency for the purpose of cooperating and aiding in an undertaking, planning, construction and/or operation of a redevelopment project pursuant to Health and Safety Code Section 33220. In addition, County may purchase or otherwise acquire land in a project area from a redevelopment agency in accordance with the redevelopment plan, and in connection therewith, is authorized to become obligated in accordance with Health and Safety Code Section 33437 except that subsection (b) of Section 33437 shall apply to a public body only to the extent that it is authorized (and funds have been made available) to make the redevelopment improvements required. D. Agency owns the fee interest in certain real property in the Project Area consisting of approximately 10.87 acres located in the City of Palm Desert, County of Riverside, State of California, as more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (such real property is referred to herein as the "Property"). The County wishes to acquire fee title to the Property from the Agency to enable the County to construct the Improvements (as defined in Section 3.1.1 below) on the Property. E. Construction of the Improvements will assist in the elimination of blight in the Project Area, provide additional jobs, and substantially improve public safety services and the economic and physical conditions in the Project Area in accordance with the purposes and goals of the Redevelopment Plan. 12395-0003\963391v17.doc F. The Agency has determined that the land uses specified in this Agreement, and the provisions relating to construction and use of the Improvements specified in this Agreement, are consistent with the provisions of the Redevelopment Plan and each of its applicable elements. G. The Agency has determined that the construction of the Improvements pursuant to this Agreement is in the best interests of the Agency, and the health, safety and welfare of the residents and taxpayers of the Project Area, and is in accord with the public purposes and provisions of applicable state and local laws. H. A material inducement to the Agency to enter into this Agreement is the agreement by the County to construct the Improvements within a limited period of time, and the Agency would be unwilling to enter into this Agreement in the absence of an enforceable commitment by the County to construct the Improvements within such period of time. I. County is not normally subject to local planning, zoning and impact fees levied on its projects and does not waive these exemptions, but agrees to the project conditions described in Exhibit "H" and Exhibit "I", each attached hereto and incorporated herein by this reference, to assure the orderly and timely construction of the Improvements as provided in this Agreement. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS. Section 1.1 Definitions. The following terms as used in this Agreement shall have the meanings given unless expressly provided to the contrary: 1.1.1 Agency means the Palm Desert Redevelopment Agency, a public body, corporate and politic. The principal office of the Agency is 73-510 Fred Waring Drive, Palm Desert, California 92260-2578. 1.1.2 Agency Lease means that certain Lease dated as of February 2, 1989 by and between Agency, as lessor, and the County, as lessee, and pertaining to the "Palm Desert Sheriff Station." 1.1.3 Agreement means this Cooperative Agreement Between The Palm Desert Redevelopment Agency And County Of Riverside Concerning The Construction Financing And Acquisition Of Sheriff Station. 1.1.4 Bonds means the bonds, if any, to be issued by the Riverside County Palm Desert Financing Authority ("RCPDFA") and the proceeds of which are used to construct, in whole or in part, the Improvements. No bonds issued to refund the Bonds shall constitute "Bonds" as defined in this Agreement. 1.1.5 Certificate of Completion means a certificate described in Section 3.10, to be provided by the Agency to the County upon satisfactory completion of construction of the Improvements. 12395-0003 \963391 v 17.doc 2 1.1.6 City means the City of Palm Desert, a municipal corporation, exercising governmental functions and powers, and organized and existing under the laws of the State of California. The principal office of the City is located at 73-510 Fred Waring Drive, Palm Desert, California 92260-2578. 1.1.7 Close of Escrow is defined in Section 2.3.2 1.1.8 Closing is defined in Section 2.3.2. 1.1.9 County means the County of Riverside, a political subdivision of the State of California. The mailing address of the County is Department of Facilities Management, 3133 Mission Boulevard, Riverside, California 92507, Attention: Robert Field, Director. 1.1.10 Default is defined in Section 6.1. 1.1.11 Development Fees means the development fees described in Exhibit "I" attached hereto. 1.1.12 Effective Date shall be the date that the Agreement is fully executed by both the Agency and the County as indicated by the date opposite their respective signature on the signature page hereof. 1.1.13 Escrow is defined in Section 2.3.1. 1.1.14 Escrow Holder means LandAmerica Title Insurance Company. The principal office of the Escrow Holder for purposes of this Agreement is ; Telephone: ; Fax: ; Email: 1.1.15 Grant Deed is defined in Section 2.5.3. 1.1.16 Hazardous Materials means any chemical, material or substance now or hereafter defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," "toxic substances," "pollutant or contaminant," "imminently hazardous chemical substance or mixture," "hazardous air pollutant," "toxic pollutant," or words of similar import under any local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto applicable to the Property, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq. ("CERCLA"); the Hazardous Materials Transportation Act, Amendments of 1976, as amended, 49 U.S.C. Section 1801, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251, et seq.; and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901, et seq. The term "Hazardous Materials" shall also include any of the following: any and all toxic or hazardous substances, materials or wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302) and in any and all amendments thereto in effect as of the date of the close of any escrow; oil, petroleum, petroleum products (including, 12395-0003\963391 v 17.doc 3 without limitation, crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special nuclear or by-product material as defined at 42 U.S.C. Section 2011, et seq.), carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in any form; urea formaldehyde foam insulation; transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyl's; radon gas; or any other chemical, material or substance (i) which poses a hazard to the Property, to adjacent properties, or to persons on or about the Property, (ii) which causes the Property to be in violation of any of the aforementioned laws or regulations, or (iii) the presence of which on or in the Property requires investigation, reporting or remediation under any such laws or regulations. 1.1.17 Improvements means the improvements described in Section 3.1. 1.1.18 Landscape Maintenance Agreement means the landscape maintenance agreement attached hereto as Exhibit "J" and incorporated herein by this reference. 1.1.19 Lease Termination Agreement means the lease termination agreement attached hereto as Exhibit "G" and incorporated herein by this reference. 1.1.20 Party means any party to this Agreement. The "Parties" shall be all parties to this Agreement. 1.1.21 Permits and Approvals means the permits and approvals and described in Exhibit "H" attached hereto. 1.1.22 Plans and Specifications means the plans and specifications and the construction documents related thereto (excluding any interior space plans or program and construction documents related thereto) which control general architectural, grading, infrastructure, site planning, materials and landscaping aspects of the Improvements and their visual appearance. 1.1.23 Property is defined in the Recitals to this Agreement. 1.1.24 Restrictive Covenant Agreement means the restrictive covenant agreement attached hereto as Exhibit "F" and incorporated herein by this reference. 1.1.25 Transaction Costs means all costs incurred by either Party in entering into this transaction and closing Escrow, including but not limited to escrow fees and costs, attorney's fees, staff time, appraisal costs, and costs of financial advisors and other consultants. ARTICLE 2. SALE OF THE PROPERTY Section 2.1 Consideration for Sale. Upon and subject to the terms and conditions set forth in this Agreement, the Agency agrees to sell the Property, together with all easements, rights and privileges appurtenant thereto, to the County. In consideration for the sale of the Property by the 12395-0003\963391v17.doc 4 Agency to the County, the County agrees to execute and deliver to Agency on the Close of Escrow the Lease Termination Agreement. Section 2.2 Closing Funds . Prior to the Close of Escrow, Agency and County shall deposit or cause to be deposited with Escrow Holder funds sufficient to pay their respective shares of the costs of the Escrow, additional title insurance premiums, prorations and closing costs as hereinafter described. Section 2.3 Escrow. 2.3.1 Opening of Escrow. Within ten (10) days after the Parties' full execution hereof, the County and the Agency shall open an escrow (the "Escrow") with the Escrow Holder for the transfer of the Property to the County. The Parties shall deposit with the Escrow Holder a fully executed duplicate original of this Agreement, which shall serve as the escrow instructions (which may be supplemented in writing by mutual agreement of the Parties) for the Escrow. The Escrow Holder is authorized to act under this Agreement and to carry out its duties as the Escrow Holder hereunder. 2.3.2 Close of Escrow. "Close of Escrow" or "Closing" means the date Escrow Holder causes the Grant Deed to be recorded in the Official Records of the County of Riverside. Close of Escrow shall occur within twenty-one (21) days after the satisfaction of all conditions set forth in Section 2.4 herein below; provided, however, that in no event shall the Close of Escrow occur after the date which is one hundred eighty (180) days after the Effective Date (the "Outside Date"). The Parties agree that if the issuance of the Permits and Approvals referenced in Section 2.4.7 herein below is delayed beyond the Outside Date by action, or inaction, of the Agency, or other governmental entity having jurisdiction over the Improvements, and such action or inaction does not result from an act or failure to act of the County, then the Agency will in good faith consider a proposal by the County to extend the Outside Date for a mutually agreeable period of time not to exceed one hundred eighty (180) days. If for any reason other than a default by the Agency or County, the Closing does not occur on or before the Outside Date, as it may he extended as herein provided, this Agreement shall automatically terminate and all documents and monies previously deposited into the Escrow shall be promptly returned to the appropriate Party and each Party shall pay its portion of any Escrow charges and fees in connection with such termination. Possession of the Property shall be delivered to the County on the Close of Escrow. 2.3.3 Delivery of Closing Documents. The Agency and County agree to deliver to Escrow Holder, at least two (2) days prior to the Close of Escrow, the following instruments and documents; the delivery of each of which shall be a condition precedent to the Close of Escrow: 2.3.3.1 The Grant Deed, duly executed and acknowledged by the Agency and accepted by County, conveying a fee simple interest in the Property to County, subject only to such exceptions to title as County may have approved or have been deemed to approve pursuant to Section 2.5.2; 2.3.3.2 The Agency's affidavit as contemplated by California Revenue and Taxation Code Section 18662; 2395-0003\963391 v 17.doc 5 2.3.3.3 A Certification of Non -Foreign Status signed by Agency in accordance with Internal Revenue Code, Section 1445; 2.3.3.4 The Restrictive Covenant Agreement, duly executed and acknowledged by Agency and the County; 2.3.3.5 The Lease Termination Agreement, duly executed and acknowledged by Agency and the County; 2.3.3.6 The Landscape Maintenance Agreement, duly executed by the Agency and the County; and 2.3.3.7 Such proof of the Agency's and County's authority and authorization to enter into this transaction as the Title Company may reasonably require in order to issue the Fee Title Policy. The Agency and the County further agree to execute such reasonable and customary additional documents, and such additional escrow instructions, as may be reasonably required to close the transactions which are the subject of this Agreement pursuant to the terms of this Agreement. Section 2.4 Conditions to Close of Escrow. The obligations of the Agency and County to close the transactions which are the subject of this Agreement shall be subject to the satisfaction or waiver in writing, by the Party or Parties benefited thereby, of each of the following conditions: 2.4.1 For the benefit of the Agency and the County , the Parties shall have deposited such funds as are necessary to pay for costs and expenses payable by the Parties hereunder on the Close of Escrow. 2.4.2 For the benefit of the Agency, all pre -construction project development milestones, actions and deliveries to be undertaken or made by County on or prior to the Close of Escrow as set forth in the Schedule of Performance which is attached hereto as Exhibit "B" shall have occurred, as reasonably determined by the Agency. 2.4.3 For the benefit of the County, all actions and deliveries to be undertaken or made by the Agency on or prior to the Close of Escrow shall have occurred, as reasonably determined by the County. 2.4.4 For the benefit of the Agency and the County, all Agency approvals required by the Schedule of Performance to be obtained prior to the Close of Escrow shall have been so obtained. 2.4.5 For the benefit of the Agency and the County, the parties shall have executed and delivered to Escrow Holder all documents and funds required to be delivered to Escrow Holder under the terms of this Agreement. 12395-0003\963391v17.doc 6 2.4.6 For the benefit of the Agency and the County, the representations and warranties of Agency and County contained in this Agreement shall be true and correct in all materials respects as of the Close of Escrow. 2.4.7 For the benefit of the Agency and the County, on or prior to the Close of Escrow (a) County shall have paid all Development Fees or, as applicable, reimbursed the Agency for any Development Fees initially paid by the Agency as provided in Section 3.5, (b) County shall have received all Permits and Approvals, (c) all procedures necessary to comply with the California Environmental Quality Act and the regulations pertaining thereto shall have been completed, and (d) any and all other County and other governmental approvals or permits required for the commencement of construction of the Improvements on the Property and subsequent operation of a sheriff's station on the Property shall have been issued and be in full force and effect, which development permits and other governmental approvals or permits shall be subject to conditions reasonably approved by County. 2.4.8 For the benefit of the Agency and the County, on or prior to the Close of Escrow, the County shall have obtained and recorded a record of survey for the Property. All costs associated with this process shall be paid by the County. 2.4.9 For the benefit of the County, Title Company (as defined in Section 2.5.1 below) shall have committed to issue the Fee Title Policy binder subject only to those exceptions approved by County. 2.4.10 For the benefit of the Agency and the County, the preliminary official statement pertaining to the Bonds shall have been mailed, or within forty-eight (48) hours of the Close of Escrow shall be mailed, to prospective purchasers of the Bonds. Section 2.5 Condition of Title; Title Insurance. 2.5.1 Within five (5) business days after the Effective Date, the Agency shall deliver to the County a preliminary report for the Property from LandAmerica Title Insurance Company ("Title Company"), together with copies of each document noted as an exception or an encumbrance therein (collectively, the "Preliminary Title Report") and the most recent survey of the Property, if any, in Agency's possession or under Agency's control. 2.5.2 The County shall have thirty (30) days after the date of the County's receipt of the Preliminary Title Report to disapprove any exceptions to title shown on the Preliminary Title Report or reflected on the Survey (collectively, "Disapproved Exceptions") and to provide Agency with notice thereof describing the defect with reasonable particularity (the "Disapproval Notice"). Any exceptions to title not disapproved with such thirty (30) day period shall be deemed approved. Within five (5) business days after Agency's receipt of a Disapproval Notice, the Agency shall notify the County whether Agency intends to remove the Disapproved Exceptions. If the Agency so notifies the County that the Agency intends to eliminate the Disapproved Exceptions, Agency shall do so at least five (5) days prior to the Close of Escrow. If the Agency so notifies the County that the Agency does not intend to eliminate any of the Disapproved Exceptions, the County, by notifying Agency within five (5) business days after its receipt of such notice, may elect to terminate this Agreement or have the County take the Property 12395-0003\963391 v 17.doc 7 subject to the Disapproved Exceptions. In any event, Agency covenants to pay in full all loans secured by mortgages and deeds of trust, and any other monetary liens prior to, or concurrently with, the Close of Escrow. The Title Policy shall include such endorsements as the County shall reasonably request. Any endorsements to the Title Policy are to be paid for by the County. Notwithstanding the foregoing, the County may notify Agency of its disapproval of an exception to title (including exceptions reflected on the Survey) first raised by Title Company or the surveyor, or otherwise first disclosed to the County, by the later of: (a) the last date on which the County is entitled to deliver the Disapproval Notice and (b) within ten (10) days after the same was first raised or disclosed to County in writing. With respect to any exceptions disapproved by the County in such notice, Agency shall have the same option to eliminate such exceptions that applies to Disapproved Exceptions, and the County shall have the same option to accept title subject to such exceptions or to terminate this Agreement. 2.5.3 At the Close of Escrow, the County shall receive title to the Property by grant deed substantially in the form attached hereto as Exhibit "C" and incorporated herein by this reference (the "Grant Deed"). 2.5.4 At Closing, the County shall receive a CLTA Owner's Standard Coverage Binder Policy of Title Insurance (the "Fee Title Policy") permitting upgraded coverage to include the Improvements issued by Title Company in the amount of Four Million Four Hundred Two Thousand Three Hundred Fifty Dollars (S4,402,350) and insuring that title to the Property is free and clear of all liens, easements, covenants, conditions, assessments, restrictions and other encumbrances of record except: (a) current taxes and assessments of record, but not any overdue or delinquent taxes or assessments; (b) this Agreement and the Restrictive Covenant Agreement; (c) documents and instruments of record associated with the Permits and Approvals or the Bonds; and (d) such other encumbrances as the County approves in writing including those reflected in the Title Report for the Property approved, or deemed approved, by County. The County may, at its own expense, obtain a survey of the Property and an ALTA Owner's Policy of Title Insurance; provided that the County's receipt of either a survey or an ALTA Owner's Policy of Title Insurance shall not constitute a condition to the Close of Escrow. Section 2.6 Escrow and Title Charges; Prorations. 2.6.1 The Agency shall pay all documentary transfer taxes and the standard coverage premiums on the Fee Title Policy. County shall pay: (i) the additional cost of any binder coverage or additional endorsements to the Fee Title Policy and (ii) the costs of any title insurance premiums for any coverage under the Fee Title Policy which is over and above the standard policy coverage to be paid by the Agency. In addition, the County and the Agency shall each pay one-half of any and all other usually and customary costs, expense and charges relating to the escrow and conveyance of title to the Property, including without limitation, recording fees, document preparation charges and escrow fees. Each party shall be responsible for its own Transaction Costs. 2.6.2 All non -delinquent and current installments of real estate and personal property taxes, if any, and any other governmental charges, regular assessments, or impositions against the Property on the basis of the current fiscal year or calendar year shall be prorated as of 12395-0003\963391 v 17.doc 8 the Close of Escrow based on the actual current tax bill. If the Close of Escrow shall occur before the tax rate is fixed, the apportionment of taxes on the Close of Escrow shall be based on the tax rate for the next preceding year applied to the latest assessed valuation after the tax rate is fixed, which assessed valuation shall be based on the Property's assessed value prior to the Close of Escrow and Agency and County shall, when the tax rate is fixed, make any necessary adjustment. All prorations shall be determined on the basis of a 360 day year. Section 2.7 Due Diligence Period; Access. During the period commencing on the Effective Date and ending at 5:00 p.m. on the date thirty (30) days thereafter (the "Due Diligence Period"), County may enter and inspect the Property as necessary to approve: (i) matters relating to the Property and its intended uses and (ii) the physical condition of the Property. Subject to the terms of a Right of Entry Agreement, the form of which is attached hereto as Exhibit "D" (the "Right of Entry Agreement"), County and its agents shall have the right to enter upon the Property during the Due Diligence Period to make inspections and other examinations of the Property and the improvements thereon, including without limitation, the right to perform surveys, soil and geological tests of the Property and the right to perform environmental site assessments and similar construction feasibility studies of the Property. Prior to County's entry and investigation of the Property, the parties shall execute the Right of Entry Agreement. The Agency shall cooperate and provide such information in Agency's possession reasonably necessary for County to conduct such due diligence review during the Due Diligence Period, and shall deliver to County within seven (7) days from the Effective Date copies of all reports, studies and other documents pertaining to the Property, if any, in the possession of the Agency, including but not limited to: (1) drawings, surveys and maps; (2) information and test results concerning geologic, seismic and soils conditions (including fill, erosion and subsidence); (3) information concerning endangered species; (4) information concerning flood hazards and flood zone designations; (5) environmental studies and assessments; (6) assessments of utility connections and availability; (7) environmental conditions (including the presence of Hazardous Materials on or about the Property); and (8) any contracts affecting the Property and which will be binding upon the County after the Close of Escrow. In the event County does not approve of the condition of the Property, by written notice to the Agency prior to the expiration of the Due Diligence Period, this Agreement shall terminate and, except as otherwise expressly stated in this Agreement, neither Party shall have any further rights or obligations to the other Party. Section 2.8 Condition of the Property. 2.8.1 The Property shall be conveyed from the Agency to the County on an "AS IS" condition and basis with all faults and County agrees that Agency has no obligation to make repairs, replacements or improvements thereto. The County and anyone claiming by, through or under the County hereby waives its right to recover from and fully and irrevocably releases the Agency and the Agency's employees, representatives, agents, advisors, servants, attorneys, successors and assigns, and all persons, firms, corporations and organizations acting on the Agency's behalf (the "Released Parties") from any and all claims, responsibility and/or liability that the County may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to the matters described in this Section 2.8. This release includes claims of which the County is presently unaware or which the County does not presently suspect to exist which, if known by the I2395-0003\963391v17.doc 9 County, would materially affect the County's release of the Released Parties. If the Property is not in a condition suitable for the intended use or uses, then it is the sole responsibility and obligation of the County to take such action as may be necessary to place the Property in a condition suitable for development of the Improvements thereon. Except as specifically provided in this Agreement and without limiting the generality of the foregoing, THE AGENCY MAKES NO REPRESENTATION OR WARRANTY AS TO (i) VALUE; (ii) THE HABITABILITY, MARKETABILITY, OR FITNESS FOR PARTICULAR USE OF THE PROPERTY; (iii) THE MANNER, QUALITY, STATE OF REPAIR OR CONDITION OF THE PROPERTY; (iv) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (v) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION OR POLLUTION LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS; (vi) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER OR ADJACENT TO THE PROPERTY; (vii) THE FACT THAT ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE; OR (viii) WITH RESPECT TO ANY OTHER MATTER. COUNTY FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND REVIEW INFORMATION AND DOCUMENTATION AFFECTING THE PROPERTY, COUNTY IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND REVIEW OF SUCH INFORMATION AND DOCUMENTATION AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY THE AGENCY. COUNTY HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION 1542"), WHICH IS SET FORTH BELOW: "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 SETTLEMENT WITH THE DEBTOR." BY INITIALING BELOW, COUNTY HEREBY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES, SUBJECT ONLY TO THE AGENCY'S INDEMNITY OBLIGATION EXPRESSLY SET FORTH ABOVE. AGENCY INITIALS COUNTY INITIALS 2.8.2 The waivers and releases by County contained herein shall survive the Close of Escrow and the recordation of the Grant Deed and shall not be deemed merged into the Grant Deed upon its recordation. 12395-0003\963391 v 17.doc 10 Section 2.9 Escrow Holder. 2.9.1 Escrow Holder is authorized to: (a) Pay and charge the County for any fees, charges and costs payable by the County under this Section. Before such payments are made, the Escrow Holder shall notify the Agency and the County of the fees, charges and costs necessary to close the Escrow; (b) Pay and charge the Agency for any fees, charges and costs payable by the Agency under this Section. Before such payments are made, the Escrow Holder shall notify the Agency and the County of the fees, charges, and costs necessary to close the Escrow; (c) Disburse funds and deliver the deeds and other documents to the parties entitled thereto when the conditions of the Escrow have been fulfilled by the Agency and the County; and (d) Record the Grant Deed, the Restrictive Covenant Agreement and any other instruments delivered through the Escrow, if necessary or proper, to vest title in the County or otherwise comply with the terms and provisions of this Agreement. 2.9.2 Any amendment of these escrow instructions shall be in writing and signed by both the Agency and the County. At the time of any amendment, Escrow Holder shall agree to carry out its duties as escrow holder under such amendment. 2.9.3 All communications from the Escrow Holder to the Agency or the County shall be directed to the addresses and in the manner established in Section 7.4 of this Agreement for notices, demands and communications between the Agency and the County. 2.9.4 The liability of the Escrow Holder under this Agreement is limited to performance of the obligations imposed upon it under this Section, and any amendments hereto agreed upon by Escrow Holder. Section 2.10 Additional Instructions. The Parties shall execute appropriate supplemental escrow instructions, prepared by the Escrow Holder, which are not inconsistent herewith. If there is any inconsistency between the terms hereof and the terms of the escrow instructions, the terms hereof shall control unless an intent to amend the terms hereof is expressly stated in such instructions. ARTICLE 3. DEVELOPMENT OF THE PROPERTY Section 3.1 Scope of Development. 3.1.1 The "Improvements" that the County shall construct (or cause to be constructed) under this Agreement shall be a sheriffs station and related regional offices and administrative facilities consisting of at least eighty thousand (80,000) square feet of building area, voice and data communications facilities, a vehicle storage yard and a helipad and shall include such other amenities as landscaping, parking areas and related public improvements as are 12395-0003\963391 v 17.doc 11 required by the Permits and Approvals. Subject to force majeure delays as provided in Section 7.10 below, Agency and County shall comply with the requirements of the Schedule of Performance with respect to the all matters described therein. Construction of the Improvements shall commence no later than one hundred eighty (180) days after the Closing. Subject to force majeure delays as provided in Section 7.10 below, the Improvements shall be completed, ready for occupancy, and open for business no later than the date seven hundred thirty (730) days after the Closing (the "Completion Date"), as such timing is more particularly set forth in the Schedule of Performance. County shall not unreasonably postpone the construction or completion of the Improvements contemplated herein. The Improvements shall comply with all requirements of the Permits and Approvals. Should development issues arise, County shall promptly notify the Agency of such issues and the County's recommendations with respect thereto. County and Agency shall hold meetings on a monthly basis, or at such times as are otherwise mutually acceptable, and promptly communicate with one another regarding the design and development process and any issues with respect thereto. 3.1.2 The County shall construct, or cause to be constructed, the Improvements, and all associated public improvements and all parking areas and landscaping, in accordance with and within the limitations established therefore in the Permits and Approvals and this Agreement. The County shall comply with any and all applicable federal, regional and state laws, rules and regulations and any applicable mitigation measures adopted pursuant to the California Environmental Quality Act. Section 3.2 Agency's Right to Review Plans and Specifications and Processing of Permits and Entitlements. County is not typically subject to local land use controls and local development fees. However, County has agreed as a condition of sale of the Property from the Agency to design and build the Improvements generally following local land use controls and in compliance with the Permits and Approvals. County is aware that Agency will utilize City development staff and a citizens advisory committee to review the design and advise Agency. Prior to the Close of Escrow, Agency shall review all County supplied materials related to the Improvements and shall communicate any desired changes promptly to the County The County shall cooperate with the Agency in preparing all materials required to be submitted to the Agency, and the Agency shall use its best efforts to expedite its review and approval process. The Agency shall act as the CEQA lead agency, but County will fund and direct CEQA documentation needed by Agency for its CEQA compliance. The County shall initially prepare and submit to the Agency all necessary CEQA documentation for the Agency's approval and use. Agency agrees to comment and guide the County during its design process in order to achieve a mutually beneficial design. County shall desigm, develop and construct the Improvements as required to secure the "Basic" or higher designation, as selected by the County in the exercise of its discretion, as established by the U.S. Green Building Council under the Leadership in Energy and Environmental Design ("LEED") program. The Improvements shall be designed by the County to produce ten percent (10%) or greater energy savings in excess of the applicable Title 24 standards. The County shall comply with the City's Art in Public Places program in the design and construction of the Improvements which shall require that the amount of One Hundred Thousand Dollars ($100,000) be expended to construct or install public art as part of the Improvements. In connection with design of the Improvements, the County shall submit to the Agency basic concept drawings and preliminary plans in form and manner 12395-0003\963391 v 17.doc 12 necessary for the architectural reviews by the City departments that may review such materials on behalf of the Agency and then final Plans and Specifications for the Agency's review and approval. The County shall construct the Improvements in substantial compliance with the Plans and Specifications as mutually approved by both the County and the Agency. Section 3.3 Approval of Plans and Specifications. The Agency shall reasonably approve or disapprove such plans, drawings and related documents referred to in Section 3.2 in a prompt and expeditious fashion and otherwise in compliance with the Schedule of Performance, and shall communicate all comments of the Agency through the Agency's Executive Director or his designee. Any disapproval shall state in writing the reasons for disapproval. The County, upon receipt of disapproval, shall revise such portion of the plans, drawings or related documents in a manner that reasonably satisfies the reasons for disapproval and shall resubmit such revised portions to the Agency as soon as possible after receipt of the notice of disapproval. The Agency shall approve or disapprove such revised portions in the same manner as provided in this Agreement for approval or disapproval of plans, drawings, and related documents initially submitted to the Agency, which approval or disapproval shall be provided within a prompt and expeditious time taking into consideration the scope and detail of the plans, drawings and documents submitted. All approvals or disapprovals to be made by the Agency pursuant to this Section 3 shall be made by the Executive Director of the Agency or his designee with input from designated staff members and such approvals or disapprovals are separate and apart from any other review and approval required by the City or other governmental entities through the entitlement and permit process. Section 3.4 Changes in Construction Drawings. If the County desires to make any changes in the concept drawings, preliminary or final Plans and Specifications, or any related documents which pertain to the landscaping, on site parking, traffic circulation, grading, infrastructure or any exterior architectural aspect (including, but not limited to, the color of all exterior surfaces) of the Improvements after their approval by the Agency, the County shall submit the proposed changes to the Agency for its reasonable approval. The Agency shall approve or disapprove the proposed changes in the same manner as provided in this Agreement for approval or disapproval of plans, drawings, and related documents initially submitted to the Agency, which approval or disapproval shall be provided within a reasonable time taking into consideration the scope and detail of the plans, drawings and documents submitted. Section 3.5 Cost of Construction/Development Fees. The cost of constructing all Improvements and all related public infrastructure improvements referenced in Section 3.1 and all Development Fees will be paid by the County. Notwithstanding the foregoing, the Agency shall initially pay all development, entitlement and impact fees payable to the City with respect to the Improvements, and the County shall reimburse the Agency prior to Closing for all of such development, entitlement and impact fees paid by the Agency which constitute Development Fees as described in Exhibit "I" attached hereto. Section 3.6 Progress of Construction. During construction of the Improvements, the County shall submit to the Agency within ten (10) days following each request of the Agency (such requests shall be submitted no more frequently than monthly), a written report of the progress to date of the construction. The reports shall be in the same form and in the same detail as are 12395-0003v963391 v 1 7.doc 13 normally prepared for internal reports of the County or for reports from the general contractor. The report shall be in such form and detail as to reasonably inform the Agency of the status of construction to date, and shall include a reasonable number of photographs (if so requested by the Agency) taken since the last report by the County. The County shall be solely responsible for all inspections and plan checking required to confirm that the construction of the Improvements conforms to the approved Plans and Specifications and all applicable Permits and Approvals with respect thereto. Section 3.7 Rights of Access. In addition to those rights of access to and across the Property to which the Agency may be entitled by law, inspectors which the Agency shall designate from time to time shall have a reasonable right of access to the Property, without charge or fee, during working hours, to inspect the work being performed at the Property to determine compliance with the requirements of this Agreement. Section 3.8 Local, State and Federal Laws. The County shall carry out the construction of the Improvements in conformity with all applicable laws, including all applicable federal and state occupation, safety and health laws, rules, regulations and standards. Without limiting the foregoing, County shall construct or cause the Improvements to be constructed in full compliance with all applicable provisions of state and federal prevailing wage laws and public bidding requirements and all rules and regulations promulgated pursuant thereto, including, without limitation, the prevailing wage laws of the State of California set forth in the California Labor Code, Division 2, Part 7 and California Code of Regulations, Title 8. County agrees to indemnify, defend and hold Agency harmless from and against any cost, expense, claim, charge or liability relating to or arising directly or indirectly from any breach by or failure of County or its contractor(s) or agents to comply with such laws, rules or regulations. The provisions of this section shall survive the Close of Escrow and the recordation of the Grant Deed and shall not be deemed merged into the Grant Deed upon its recordation. Section 3.9 Nondiscrimination During Construction. The County, for itself and its successors and assigns, agrees that it shall not discriminate against any employee or applicant for employment because of age, sex, marital status, race, handicap, color, religion, creed, ancestry, or national origin in the construction of the Improvements. Section 3.10 Certificate of Completion. 3.10.1 After: (i) completion of all construction of the Improvements; (ii) the County as local building official has issued a final Certificate of Occupancy for all of the Improvements; and (iii) the County has caused a notice of completion (as described in California Civil Code Section 3093) with respect to the Improvements to be recorded in the Official Records of Riverside County, California, the Agency shall, following written request by the County, promptly furnish the County with a Certificate of Completion for the Improvements. The Certificate of Completion shall be in the form attached hereto as Exhibit "E" and incorporated herein by this reference. The Agency shall not unreasonably withhold the Certificate of Completion. The Certificate of Completion shall be, and shall so state that it is, a conclusive determination of satisfactory completion of all of the construction obligations of the County under this Agreement 12395-0003\963391 v 17.doc 14 3.10.2 If the Agency refuses or fails within ten (10) days after receipt of a written request from the County to issue the Certificate of Completion, the Agency shall provide the County with a written statement of the reasons the Agency refused or failed to issue a Certificate of Completion. The statement shall also specify the actions the County must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific items, "punch list" items or material for landscaping, and the costs of completion does not exceed S50,000.00, the Agency shall issue its endorsement of Certificate of Completion upon the County's depositing with the Agency cash or an irrevocable standby letter of credit issued by a bank or other financial institution acceptable to the Agency in an amount equal to the fair value of the work not yet completed as determined by the Agency. The determination of fair value shall be made by the Agency in the exercise of its reasonable judgment. 3.10.3 The Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the County to any holder of a mortgage, trust deed or other similar instrument. Section 3.11 Modifications of Improvements Following Completion of Construction. If the County wishes to make any changes to the exterior visual or architectural elements of the Improvements (including, but not limited to, landscaping, on -site parking or traffic circulation, and exterior surface materials and color) following the completion of construction thereof, the County shall submit to the Agency the related construction drawings, renderings and related documents for the Agency's reasonable approval or disapproval. The Agency shall approve or disapprove such construction documents, renderings, and related documents in the same manner as provided in Section 3.3 of this Agreement. ARTICLE 4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS Except as hereinafter provided in this Article 4, for the longer of: (i) thirty (30) years following the Effective Date, or (ii) for so long as the County and the City are parties to a contract by which the County provides sheriff services to the City, the County shall not: (a) transfer its rights and obligations under this Agreement or (b) sell, assign, transfer, encumber, pledge or lease the Property or the Improvements, without the prior written mutual consent of the Agency and the County, which consent shall not be unreasonably withheld or delayed. The County acknowledges that the identity of the County as the developer, owner and operator of the Improvements is of particular concern to the Agency, and it is because of the County's identity that the Agency has entered into this Agreement with the County. No voluntary or involuntary successor in interest of the County shall acquire any rights or powers under this Agreement in violation of the terms hereof. This prohibition shall not be deemed to prevent the: (A) granting of easements or permits to facilitate the development of the Improvements; (B) transfer of the Property and/or the Improvements by lease, installment purchase or similar agreement entered into by the County in connection with the issuance of the Bonds; or (C) assignment of this Agreement to RCPDFA (upon fifteen (15) days prior written notice to the Agency) in connection with the issuance of the Bonds. The Agency and County agree to take such actions and execute such documents as are reasonably necessary to effect any such assignment to the RCPDFA. Any assignment of this Agreement to the RCPDFA shall be effected by an assignment agreement in form and substance reasonably acceptable to the Agency. 12395-0003\96339 I v 17.doc 15 ARTICLE 5. USE OF THE PROPERTY Section 5.1 Use. The County covenants and agrees for itself, and its successors and its assigns, that for the longer of: (i) thirty (30) years following the Effective Date, or (ii) for so long as the County and the City are parties to a contract by which the County provides sheriff services to the City, the County shall use the Property, and every part thereof, only for the construction of the Improvements thereon and following the completion of construction shall continuously operate the Improvements as a sheriffs station. Should the contract for Sheriff Services between the City and the County be terminated then all or part of the constructed facilities and the Property may be used for other County administrative or public use offices as are in compliance with all applicable local, state and federal laws, rules and regulations, and governmental approvals and permits pertaining to the Property, and as the Agency shall approve in the exercise of its reasonable discretion. The provisions of this Section 5.1 shall be subject and subordinate to any lease, installment purchase or similar agreement entered into by the County in connection with the issuance of the Bonds for so long as such agreements have not been terminated pursuant to their terms and the Property and Improvements remain subject to the provisions thereof. Section 5.2 Maintenance of the Property. After completion of the Improvements, the County and the County's transferees, successors and assigns shall maintain the Property and the Improvements (including landscaping) in good and clean condition and repair, and shall maintain the appearance of the exterior of the Improvements and the landscaping of the Property at a level equal to that of improvements owned by the City and open to the public. The City shall have the right, but not the obligation, to enter upon the Property and correct any failure of the County to maintain the Property and the Improvements as required by this Section 5.2. The City shall not enter the Property for such purposes unless the City shall have previously provided written notice of the County's breach of the maintenance requirements contained in this Section 5.2, and the County shall have failed to cure such breach within sixty (60) days of the date of such notice. The County agrees that it shall promptly reimburse the City for all reasonable costs and expenses incurred by the City in correcting any such maintenance failure by the County following receipt of written evidence from the City documenting such costs and expenses. Section 5.3 Obligation to Refrain from Discrimination. The County covenants and agrees for itself, its successors and assigns, and for every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, age, handicap, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, and the County (itself or any person claiming under or through the County) shall not establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property or any portion thereof. Section 5.4 Restrictive Covenant Agreement. In order to insure the County's compliance with the use restrictions set forth herein, the County and Agency shall execute and record the Restrictive Covenant Agreement in the Official Records of the County of Riverside. 12395-0003\963391 v 1 7.doc 16 Section 5.5 Right to Repurchase. If the County or County's successors or assigns, as applicable: (a) shall fail to commence and complete, or cause to be completed, the construction of the Improvements and cause the Improvements to open for business prior to the dates set forth therefore in Section 3.1.1 of this Agreement, or (b) shall fail to operate and use the Improvements as required by Section 5.1, except for periods of repair or restoration of existing facilities, then the Agency may give written notice (a "Breach Notice") of such breach to County. County shall have a period of sixty (60) days after the date of the Breach Notice to cure said breach. In the event that County shall fail to cure such breach within said sixty (60) day period, Agency shall have the right at its option to repurchase, reenter and take possession of the Property and the Improvements. Such right to repurchase, reenter and repossess shall, however, be subordinate and subject to, be limited by, and shall not defeat, render invalid, or limit any lease, installment purchase or similar agreement entered into by the County in connection with the issuance of the Bonds for so long as such agreements have not been terminated pursuant to their terms and the Property and Improvements remain subject to the provisions thereof. To exercise its rights to repurchase, reenter and take possession of the Property, Agency shall pay to County an amount of Four Million Four Hundred Two Thousand Three Hundred Fifty Dollars ($4,402,350) and the County and Agency agree to promptly execute all documents and instruments necessary to effect such repurchase, reentry and taking of possession by the Agency (including, but not limited to, a purchase and sale agreement reasonably acceptable to County and Agency and consistent with the provisions of this Section 5.5). Agency's right to repurchase, reenter and take possession of the Property pursuant to this Section 5.5 must be exercised, if at all, by giving written notice to County within six (6) months after the later of: (i) the act or failure to act giving rise to such right and the County's failure to cure such act or failure to act as set forth above and (ii) the date of termination of the agreements related to the Bonds described in Section 5.1 or the release of the Property or Improvements from the provisions thereof. Agency shall repurchase, reenter and take possession of the Property by closing escrow within six (6) months after giving such notice. Section 5.6 First Right to Purchase Property. If the County Board of Supervisors shall determine that it no longer needs to own and operate the Improvements for any uses permitted by this Agreement and further determines that the Property and the Improvements should be conveyed as surplus property, then in such event the Agency, subject to the requirements and processes of the Government Code dealing with surplus real property sales, shall be given the first opportunity to purchase the Property and the Improvements from the County. Such offer to sell by the County and purchase by the Agency (in the exercise of its sole and absolute discretion) shall conform to the requirements applicable to the sale of surplus property by the County and such other terms and conditions as the County and Agency shall reasonably agree. ARTICLE 6. ARTICLE EVENTS OF DEFAULT, REMEDIES AND TERMINATION Section 6.1 Defaults --Definition. Occurrence of any or all of the following shall constitute a default ("Default") under this Agreement: 6.1.1 The County's failure to commence construction of the Improvements or to complete construction of the Improvements in accordance with Section 3.1.1 provided that such 12395-0003\963391 v 17.doc 17 failure is not due solely to a breach by Agency under this Agreement or causes beyond the County's control as provided in Section 7.10 hereof; or 6.1.2 The County's sale, lease, or other transfer, or the occurrence of any involuntary transfer, of the Property or any part thereof or interest therein in violation of this Agreement; or 6.1.3 Filing of a petition in bankruptcy by or against the County or appointment of a receiver or trustee of any property of the County, or an assignment by the County for the benefit of creditors, or adjudication that the County is insolvent by a court, and the failure of the County to cause such petition, appointment, or assignment to be removed or discharged within sixty (60) days; or 6.1.4 The County's failure to perform any requirement or obligation of County set forth in this Agreement or in the Schedule of Performance on or prior to the date for such performance set forth herein or in the Schedule of Performance (subject to delays pursuant to Section 7.10), and the failure of the County to cure or perform such obligation or requirement within sixty (60) days after written notice from the Agency of such delinquency; or 6.1.5 The County's failure to comply with the provisions of the Restrictive Covenant Agreement. Section 6.2 Remedies in the Event of Default. 6.2.1 In the event of a Default under this Agreement by either Agency or County prior to the Close of Escrow, the non -defaulting Party shall have the right to terminate this Agreement by providing written notice thereof to the defaulting Party. Such termination of the Escrow by a non -defaulting Party shall be without prejudice to the non -defaulting Party's rights and remedies against the defaulting Party at law or equity. 6.2.2 In the event of a Default under this Agreement after the Close of Escrow, the non -defaulting Party may seek against the defaulting Party any available remedies at law or equity, including but not limited to the right to receive compensatory damages or to pursue an action for specific performance. In addition, the Agency shall have the right to exercise its remedies to repurchase and reenter the Property as set forth in Section 5.5. Section 6.3 Liberal Construction. The rights established in this Agreement are to be interpreted in light of the fact that the Agency will convey the Property to the County for development and operation of the Improvements thereon and not for speculation in undeveloped land or for construction of different improvements. The County acknowledges that it is of the essence of this Agreement that the County is obligated to complete all of the Improvements. Section 6.4 No Personal Liability. Except as specifically provided herein to the contrary, no representative, employee, attorney, agent or consultant of the Agency or Agency shall personally be liable to the County, or any successor in interest of the County, in the event of any Default or breach by the Agency, or for any amount which may become due to the County, or any successor in interest, on any obligation under the terms of this Agreement. Furthermore, no representative, 12395-0003\963391 v 17.doc 18 employee, attorney, agent or consultant of the County shall personally be liable to the Agency or any successor in interest of the Agency, in the event of any Default or breach by the County, or for any amount which may become due to the Agency or any successor in interest, on any obligation under the terms of this Agreement. Section 6.5 Legal Actions. 6.5.1 Institution of Legal Actions. Any legal actions brought pursuant to this Agreement must be instituted in the Superior Court of the County of Riverside, State of California. 6.5.2 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 6.5.3 Acceptance of Service of Process. If any legal action is commenced by the County against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or Secretary of the Agency or in such other manner as may be provided by law. If any legal action is commenced by the Agency against the County, service of process on the County shall be made by personal service upon the County, or in such other manner as may be provided by law, whether made within or without the State of California. Section 6.6 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the other party. Section 6.7 Inaction Not a Waiver of Default. Except as expressly provided in this Agreement to the contrary, any failure or delay by either Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. ARTICLE 7. ARTICLE GENERAL PROVISIONS Section 7.1 Insurance Prior to the commencement of any construction work on the Improvements, the County shall secure and maintain or cause to be secured and maintained at all times with insurers of recognized responsibility (or through a program of self-insurance, but only to the extent specifically permitted in this Section 7.1) all coverage on the Improvements required by this Section 7.1. 7.1.1 Such insurance shall consist of: (i) a policy or policies of property insurance against loss or damage to the Improvements known as "all risk," including earthquake and flood. Such insurance shall be maintained with respect to the Improvements at any time in an amount not less than the full 12395-0003\963391 v 17.doc 19 replacement value of the Improvements. Such insurance may at any time include deductible clauses, on a per -loss basis in any one year, not to exceed (A) $50,000, in the case of "all risk" insurance, (B) S250,000 in the case of flood peril insurance per unit (or two percent of the total value per unit per occurrence subject to a $250,000 minimum situated within a 100 year flood plain (as defined by the Federal Emergency Management Agency), and (C) five percent of the loss per unit and per occurrence subject to $500,000 minimum for earthquake insurance; provided, however, that (1) in the event earthquake insurance required under this clause (i) is not available from reputable insurers at a reasonable cost, the County need not obtain earthquake insurance, and (2) the County's obligations under this clause (i) may be satisfied by self- insurance. (ii) commercial general liability coverage against claims for damages including death, personal injury, bodily injury or property damage arising from operations involving the Improvements. Such insurance shall afford protection with a combined single limit of not less than $1,000,000 per occurrence with respect to bodily injury, death or property damage liability, or such greater amount as may from time to time be recommended by the County's risk management officer or an independent insurance consultant retained by the County for that purpose; provided, however, that the County's obligations under this clause (ii) may he satisfied by self-insurance; (iii) boiler and machinery coverage against loss or damage by explosion of steam boilers, pressure vessels and similar apparatus now or hereafter installed in or on the Improvements in an amount not less than $2,000,000 per accident; provided, however, that the County's obligations under this clause (iii) may be satisfied by self-insurance; (iv) workers' compensation insurance issued by a responsible carrier authorized under the laws of the state to insure employers against liability for compensation under the California Labor Code, or any act hereafter enacted as an amendment or supplement thereto or in lieu thereof, such workers' compensation insurance to cover all persons employed by the County in connection with the Improvements and to cover full liability for compensation under any such act aforesaid; provided, however, that the County's obligations under this clause (iv) may be satisfied by self-insurance; 7.1.2 All policies or certificates issued by the respective insurers for insurance, with the exception of workers' compensation insurance, shall provide that such policies or certificates shall not be canceled or materially changed without at least 30 days' prior written notice to the Agency. A Certificate of the County certifying that such policies required or self- insurance permitted by this Section 7.1 have been obtained and that the requirements of this Section 7.1 have been fulfilled shall be deposited with the Agency by the County before December 31 of each calendar year. To the extent to which the County self -insures, the County's risk manager, or an independent insurance consultant, shall certify to the Agency, before December 31 of each calendar year, the sufficiency of such self-insurance. 7.1.3 Certificates of commercial general liability and workers' compensation insurance shall he furnished by applicable insurers, unless the County chooses to self -insure against such liability (in which case the County shall provide the Agency evidence of such self- 12395-0003\963391 v 17.doc 20 insurance), and, at least ten days prior to the expiration dates of such policies, if any, evidence of renewals or self-insurance shall be deposited with the Agency. 7.1.4 All policies or certificates of insurance provided for herein shall name the County as the named insured and the Agency as an additional insured. Notwithstanding the generality of the foregoing, but subject to the provision in each clause under this Section 7.1 as to the ability of the County to self -insure for the enumerated risks, the County shall not be required to maintain or cause to be maintained more insurance than is specifically referred to above or any policies of insurance other than standard policies of insurance with standard deductibles offered by reputable insurers. Section 7.2 The Bonds. The County covenants and agrees that any lease or installment purchase or similar agreement between the County and RCPDFA pertaining to the Bonds shall contain a covenant providing that so long as the County is in possession of the Property, the Property will be used by the County solely as a sheriffs station or for such other uses as are permitted hereunder. Such covenant shall be in form and substance reasonably satisfactory to the Agency, shall provide that the Agency shall be a third party beneficiary thereof, and shall provide that no enforcement of the covenant by the Agency will defeat, render invalid, or limit either the County's obligations under such lease or installment purchase or similar agreement, or the rights of the holders of the Bonds or the Bond Trustee on their behalf, to cause the Property and the Improvements to be used for purposes other than as a sheriff's station. In addition, the Agency shall be given the opportunity to review all documents pertaining to the Bonds prior to their approval or execution by the County or RCPDFA, and all such documents shall be in form and substance reasonably acceptable to the Agency. Section 7.3 Indemnity. 7.3.1 The County shall indemnify, defend, protect, and hold harmless the Agency and the City and any and all of their respective agents, employees, attorneys and representatives, from and against all losses, liabilities, claims, damages (including consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out-of-pocket litigation costs and reasonable attorney's fees) and demands of any nature whatsoever, related directly or indirectly to, or arising out of or in connection with: 7.3.2 (i) the use, ownership, operation, management, occupancy, or possession of the Property; (ii) any breach or Default of the County; (iii) any of the County's activities on the Property (or the activities of the County's agents, employees, lessees, representatives, licensees, guests, invitees, contractors, subcontractors, or independent contractors on the Property), including without limitation the construction of any Improvements on the Property; (iv) the presence or clean-up of Hazardous Substances on, in or under the Property to the extent the same was caused by County or County's affiliates; 12395-0003\963391v17.doc 21 (v) any other fact, circumstance or event related to the County's performance hereunder, or which may otherwise arise from the County's ownership, use, possession, improvement, operation or disposition of the Property, regardless of whether such damages, losses and liabilities shall accrue or are discovered before or after termination or expiration of this Agreement, or before or after the conveyance of the Property; (vi) County's indemnity obligations set forth in this section shall not extend to any damages, losses, or liabilities incurred by the Agency to the extent such losses or liabilities are caused by or contributed to by the negligent or intentionally wrongful acts of the Agency, as finally determined by a court of competent jurisdiction; or (vii) County's indemnity obligations set forth in this Section 7.3 shall survive the Close of Escrow, and the recordation of the Grant Deed, and shall not be deemed to merge into the Grant Deed on its recordation. 7.3.3 The Agency shall indemnify, defend, protect, and hold harmless the County, any and all of its respective agents, employees, attorneys and representatives, from and against all losses, liabilities, claims, damages (including consequential damages), penalties, fines forfeitures, costs and expenses (including all reasonable out-of-pocket litigation costs and reasonable attorneys' fees) and demands of any nature whatsoever, related directly or indirectly to, or arising out of, or in connection with the negligent or intentionally wrongful acts of the Agency. Section 7.4 Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by personal delivery. Notices shall be considered given upon the earlier of: (a) personal delivery; (b) three (3) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested; or (c) the next business day after deposit with a nationally reorganized overnight courier, in each instance addressed to the recipient as set forth below. Notices shall be addressed as provided below for the respective party; provided that if any party gives notice in writing of a change of name or address, notices to such party shall thereafter be given as demanded in that notice: Agency: With a copy to: 12395-0003\963391v17.doc Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260-2578 Attention: Justin McCarthy Telephone: (760) 346-0611 Fax: (760) 341-6372 Email: jmccarthy(cki.palm-desert.ca.us Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attention: Jim G. Grayson, Esq. Telephone: (213) 626-8484 Fax: (213) 626-0078 22 County: With a copy to: County of Riverside Department of Facilities Management 3133 Mission Inn Avenue Riverside, California 92507 Attention: Robert Field, Director Telephone: (951) 955-4800 Fax: (951) 955-4828 County of Riverside Department of Facilities Management Real Estate Division 3133 Mission Inn Avenue Riverside, California 92507 Attention: Vincent Yzaguirre, Deputy Director Telephone: (951) 955-9011 Email: vyzaguirrerc-facilities.org Section 7.5 Rule of Construction In determining the meaning of, or resolving any ambiguity with respect to any word, phrase or provision, neither the Agreement nor any ambiguity or uncertainty shall be construed or resolved against either Party (including the Party primarily responsible for drafting and preparing the Agreement), under any rule of construction or otherwise, it being expressly understood and agreed that the Parties have participated equally or have had equal opportunity to participate in the drafting hereof. Section 7.6 County's Warranties. The County warrants and represents to the Agency as follows: 7.6.1 The County has full power and authority to execute and enter into this Agreement and to consummate the transactions contemplated hereunder. This Agreement constitutes the valid and binding agreement of the County, enforceable in accordance with its terms. Neither the execution nor delivery of this Agreement, nor the consummation of the transactions covered hereby, nor compliance with the terms and provisions hereof, shall conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any agreement or instrument to which the County is a party. 7.6.2 The County has not paid or given, and will not pay or give, to any third person, any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as architects, engineers and attorneys. 7.6.3 No commission or fee whatsoever is payable to any person, firm, corporation, partnership or other entity in connection with the transactions contemplated by this Agreement due to the acts of the County. The County has used no broker, agent, finder or other person in connection with the transaction contemplated hereby to whom a brokerage or other commission or fee may be payable. 12395-0003\963391 v 17.doc 23 Section 7.7 Interpretation and Context In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include corporation, partnership, firm, trust, or association where ever the context so requires. Section 7.8 Time of the Essence. Time is of the essence in the performance of and compliance with each of the provisions of this Agreement. Section 7.9 Attorneys' Fees. If any Party brings an action to enforce the terms hereof or declare its rights hereunder, the prevailing Party in any such action shall be entitled to its reasonable attorneys' fees to be paid by the losing Party as fixed by the court. If the Agency, or the County, without fault, is made a party to any litigation instituted by or against the other Party, such other Party shall defend it against and save it harmless from all costs and expenses including reasonable attorney's fees incurred in connection with such litigation. Section 7.10 Approvals by Agency, City and the County. Unless otherwise specifically provided herein, wherever this Agreement requires the Agency or the County to approve any contract, document, plan, proposal, specification, drawing or other matter such approval shall not unreasonably be withheld or delayed. Section 7.11 Enforced Delay. Extension of Times of Performance. Notwithstanding anything to the contrary in this Agreement, unexcused material failure to complete the Improvements required to be completed according to the Agreement on or prior to the Completion Date shall constitute a Default hereunder; provided, however, nonperformance shall be excused when performance is prevented or delayed by reason of war, insurrection, riot, terrorist activity, flood, severe weather, earthquake, fire, casualty, acts of public enemy, governmental restriction or litigation. In the event of an occurrence described above, such nonperformance shall be excused and the time of performance shall be extended by the number of days the matters so described above prevent or delay performance. Section 7.12 Inspection of Books and Records. The Agency shall have the right at all reasonable times to inspect the books and records of the County pertaining to the Property as pertinent to the purposes of this Agreement. Section 7.13 County's Undertaking. The development covered by this Agreement is a County undertaking, and the County shall have full power over and exclusive control of the Property while the County holds title to the Property; subject only to the limitations and obligations of the County under this Agreement. Section 7.14 Entire Agreement, Waivers and Amendments. This Agreement, together with all attachments and exhibits hereto, constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to the subject matter hereof. No subsequent agreement, representation or promise made by either Party hereto, or by or to any employee, officer, agent or representative of either Party, shall be of any effect unless it is in writing and executed by the Party to be bound thereby. No person is authorized to make, and by execution hereof the County and the Agency acknowledge that no 12395-0003\963391 v 17.doc 24 person has made, any representation, warranty, guaranty or promise except as set forth herein; and no agreement, statement, representation or promise made by any such person that is not contained herein shall be valid or binding on the County or the Agency. Section 7.15 Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law. Section 7.16 Survival. The provisions hereof shall not terminate but rather shall survive any conveyance hereunder and the delivery of all consideration. Section 7.17 Broker's Commission. The Agency and the County each represent to the other that no brokerage commission, finder's fee or other compensation of any kind is due or owing to any person or entity in connection with the transactions covered by this Agreement, and each party agrees to and does hereby indemnify and hold the other harmless from and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings which may result from any other broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying party in connection with this transaction. Section 7.18 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. Section 7.19 Successors. To the extent that any rights or obligations under this Agreement remain in effect, this Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns. Section 7.20 Paragraph Headings. The paragraph headings herein are for the convenience of the Parties only and shall not be deemed to govern, limit, modify or in any manner affect the scope, meaning or intent of the provisions or language of this Agreement. Section 7.21 No Joint Venture. Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the Parties partners or joint venturers, or to render either Party liable for any of the debts or obligations of the other. 12395-0003\963391 v 17.doc 25 IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first above written. "County" Date: , 2008 THE COUNTY OF RIVERSIDE, A Political Subdivision of the State of California By: Roy Wilson, Chairman Board of Supervisors RECOMMENDED FOR APPROVAL: By: Robert Field, Director Department of Facilities Management Date: , 2008 APPROVED AS TO FORM: Joe S. Rank County Counsel By: Synthia M. Gunzel Deputy County Counsel "Agency" PALM DESERT REDEVELOPMENT AGENCY, A Public Body, Corporate and Politic By: Name: Title: ATTEST: By: Secretary ATTEST: APPROVED AS TO FORM: Nancy Romero Richards, Watson & Gershon, Clerk of the Board a professional corporation By: By: Deputy 12395-0003\963391 v 17.doc 26 Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "G" Exhibit "H" Exhibit "I" Exhibit "J" LIST OF EXHIBITS Legal Description of Property Schedule of Performance Form of Grant Deed Form of Right of Entry Agreement Form of Certificate of Completion Form of Restrictive Covenant Agreement Form of Lease Termination Agreement Permits And Approvals Development Fees Landscape Maintenance Agreement 12395-0003\963391 v 17.doc 27 Exhibit "A" LEGAL DESCRIPTION OF PROPERTY That certain real property located in the City of Palm Desert, County of Riverside, State of California, described as follows: BEING A PORTION OF THE NORTH HALF OF THE NORTH HALF OF THE WEST HALF OF THE EAST HALF OF SECTION 32, TOWNSHIP 4 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND MERIDIAN, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THE WEST 505.00 FEET OF THE NORTH 937.60 FEET OF SAID NORTH HALF OF THE NORTH HALF OF THE WEST HALF OF THE EAST HALF OF SECTION 32. SAID DESCRIBED LAND CONTAINS 10.87 ACRES. 12395-0003\963391 v 17.doc A-1 Exhibit "B" SCHEDULE OF PERFORMANCE Activity Time Frame County and Agency open Escrow Within ten (10) days after the Effective Date Agency orders preliminary title report and Within five (5) days after the Effective Date delivers same to the County County reviews and approves or disapproves the title report Close of Escrow Submission - Preliminary Plans and Landscaping Plans. County shall submit for Agency approval Preliminary Plans and Landscaping Plans. Approval - Preliminary Plans and Landscaping Plans. Receipt of Permits and Approvals. The County, or the Agency on behalf of the County, shall have obtained all Permits and Approvals necessary to construct the Improvements. Submission - Final Plans and Specifications and Landscaping Plans. County shall submit to Agency for Agency approval Final Plans and Specifications. Approval - Final Plans and Specifications and Landscaping Plans. Agency Executive Director or Designee shall approve, approve subject to conditions or disapprove the submittal. County Commences Construction of Improvements. Within thirty (30) days after receipt of the title report from the Agency Not later than one hundred eighty (180) days after the Effective Date, unless extended as provided in Section 2.3.2 of this Agreement Not later than sixty (60) days after the Effective Date. Within thirty (30) days after receipt by the Agency. Prior to the Close of Escrow. Within sixty (60) days after Agency approval of Preliminary Plans and Landscaping Plans Prior to the Close of Escrow Within one hundred eighty (180) days after the Close of Escrow 12395-0003\963391 v 17.doc B-1 Activity County Completes Construction of Improvements and is open for business. Issuance of Certificate of Completion. Upon completion of construction in conformance with this Agreement, the Agency Executive Director or designee shall issue a Certificate of Completion for the Improvements. I2395-0003v963391v17.doc B-2 Time Frame Within seven hundred thirty (730) days after the Closing Within thirty (30) days after the Agency receives written request from County if all requirements of the Agreement have been satisfied Exhibit "C" FORM OF GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260-2578 Attention: [The undersigned Grantor declares that this document is exempt from Documentary Trans%r Tax pursuant to Revenue and Taxation Code Section /1922 and exempt from Recording Fees pursuant to California Government Code Section 6/031 GRANT DEED THE UNDERSIGNED GRANTOR DECLARES: FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic ("Grantor"), hereby grants to THE COUNTY OF RIVERSIDE, a political subdivision of the State of California ("Grantee"), that certain real property described in Exhibit "A" attached hereto (the "Property") and incorporated herein by this reference, together with all of Grantor's right title and interest in and to all easements, privileges and rights appurtenant to the Property. 1. This Grant Deed of the Property is subject to the and the provisions of the Cooperative Agreement Between The Palm Desert Redevelopment Agency And County Of Riverside Concerning The Construction Financing And Acquisition Of Sheriff Station ("Agreement") entered into by and between Grantor and Grantee dated , 2008, the terms of which are incorporated herein by reference. A copy of the Agreement is available for public inspection at the offices of the Grantor, 73-510 Fred Waring Drive, Palm Desert, California 92260-2578. The Property is conveyed subject to all easements, rights of way, covenants, conditions, restrictions, reservations and all other matters of record, and the following conditions, covenants and agreements. 2. Upon the violation or failure of which Grantor shall have the right to reenter and repurchase the Property from Grantee or its successors and assigns as provided in Section 5.5 of the Agreement, provided, however, that Grantor's right to reenter and repurchase shall not arise unless and until a failure or violation of the condition hereafter specified actually occurs, and Grantor gives Grantee written notice thereof specifying the particular failure or violation in the manner and time period provided in Section 5.5 of the Agreement and, at the expiration of the 12395-0003\963391 v 7.doc C-1 time stated in the Agreement from the receipt by Grantee of such notice, the failure has not been remedied or the violation has not ceased. 3. By acceptance hereof, Grantee covenants, for itself and its successors 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 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. 4. All deeds, leases or contracts of sale entered into with respect to the Property shall contain or be subject to substantially the following nondiscrimination/nonsegregation clauses: 4.1 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 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." 12395-0003\963391 v 17.doc C-2 4.2 In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, 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 vcndees 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." 4.3 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 subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." 5. All covenants 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 12395-0003\963391 v 17.doc C-3 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. IN WITNESS WHEREOF, the parties hereto have executed this Grant Deed as of the date set forth below. Dated: , 200 GRANTOR: PALM DESERT REDEVELOPMENT AGENCY, a Public Body, Corporate and Politic By: Name: Title: 12395-0003\963391 v 17.doc C-4 State of California ) County of Riverside ) On , before me, , a Notary Public in and for said County and State, 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, and that by his/her/their signature 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] 12395-0003v963391v17.doc C-5 CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that the interest in real property conveyed by that certain Grant Deed dated , from the PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic, to THE COUNTY OF RIVERSIDE, a political subdivision of the State of California, is accepted pursuant to the authority of the Board of Supervisors of the County of Riverside, adopted on , and the grantee consents to the recordation thereof by its duly authorized officer. Date State of California County of By: Robert Field, Director Department of Facilities Management On , before me, , a Notary Public in and for said County and State, 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, and that by his/her/their signature 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] C-6 I 2395-0003 \ 96339 I v I 7.doc Exhibit "A" LEGAL DESCRIPTION OF PROPERTY That certain real property located in the City of Palm Desert, County of Riverside, State of California, described as follows: BEING A PORTION OF THE NORTH HALF OF THE NORTH HALF OF THE WEST HALF OF THE EAST HALF OF SECTION 32, TOWNSHIP 4 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND MERIDIAN, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THE WEST 505.00 FEET OF THE NORTH 937.60 FEET OF SAID NORTH HALF OF THE NORTH HALF OF THE WEST HALF OF THE EAST HALF OF SECTION 32. SAID DESCRIBED LAND CONTAINS 10.87 ACRES. 12395-0003\963391 v 17.doc C-7 Exhibit "D" FORM OF RIGHT OF ENTRY AND ACCESS AGREEMENT THIS RIGHT OF ENTRY AND ACCESS AGREEMENT (herein called this "Agreement") is made and entered into as of , , by the PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic (herein called "Grantor"), and THE COUNTY OF RIVERSIDE, a political subdivision of the State of California (herein called "Grantee"). WITNESSETH: WHEREAS, Grantor is the owner of the real property more particularly described on Exhibit A, which exhibit is attached hereto and incorporated herein by reference (herein called the "Property"); WHEREAS, concurrently with the execution of this Agreement, Grantor and Grantee contemplate entering into that certain Cooperative Agreement Between The Palm Desert Redevelopment Agency And County Of Riverside Concerning The Construction Financing And Acquisition Of Sheriff Station dated as of , and related to the Property (the "Co -Op Agreement") ; WHEREAS, Grantee has requested the right of entry upon and access to the Property for the purpose of undertaking tests, inspections and other due diligence activities (herein called the "Due Diligence Activities") in connection with the proposed acquisition by Grantee of the Property; WHEREAS, Grantor has agreed to grant to Grantee, and Grantee has agreed to accept from Grantor, a non-exclusive, revocable license to enter upon the Property to perform the Due Diligence Activities in accordance with the terms and provisions of this Agreement; WHEREAS, Grantor and Grantee desire to execute and enter into this Agreement for the purpose of setting forth their agreement with respect to the Due Diligence Activities and Grantee's entry upon the Property. NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee do hereby covenant and agree as follows: 1. Access by Grantee. (a) Subject to Grantee's compliance with the terms and provisions of this Agreement, until the earlier to occur of: (i) the end of the Due Diligence Period (as defined in Section 2.7 of the Co -Op Agreement) or (ii) the earlier termination of this Agreement, Grantee and Grantee's agents, employees, contractors, representatives and other designees (hcrein 12395-0003\963391 v 17.doc D-1 collectively called "Grantee's Designees") shall have the right to enter upon the Property for the purpose of conducting the Due Diligence Activities. (b) Grantee expressly agrees as follows: (i) any activities by or on behalf of Grantee, including, without limitation, the entry by Grantee or Grantee's Designees onto the Property in connection with the Due Diligence Activities shall not damage the Property in any manner whatsoever or disturb or interfere with the rights or possession of any tenant on the Property, (ii) in the event the Property is altered or disturbed in any manner in connection with the Due Diligence Activities, Grantee shall immediately return the Property to the condition existing prior to the Due Diligence Activities, and (iii) Grantee, to the extent allowed by law, shall indemnify, defend and hold Grantor harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees and expenses and court costs) suffered, incurred or sustained by Grantor as a result of, by reason of, or in connection with the Due Diligence Activities or the entry by Grantee or Grantee's Designees onto the Property. Notwithstanding any provision of this Agreement to the contrary, Grantee shall not have the right to undertake any invasive activities or tests upon the Property, or any environmental testing on the Property beyond the scope of a standard "Phase I" investigation, without the prior written consent of Grantor of a work plan for such "Phase II" or invasive testing. If Grantor does not respond or reject any work plan within ten (10) days of Grantee's delivery of the written work plan proposal to Grantor pursuant to the notice provisions of this Agreement, then Grantor shall be deemed to have approved the submitted work plan and Grantee may proceed with such testing. If Grantor rejects such proposed work plan in whole or in part, then this Agreement shall become null and void at the sole option of Grantee, which option must be exercised by Grantee's giving Grantor written notice on or before the expiration of the Due Diligence Period. 2. Lien Waivers. Upon receipt of a written request from Grantor, Grantee will provide Grantor with lien waivers following completion of the Due Diligence Activities from each and every contractor, material man, engineer, architect and surveyor who might have lien rights, in form and substance reasonably satisfactory to Grantor and its counsel. Grantee hereby indemnifies Grantor from and against any claims or demands for payment, or any liens or lien claims made against Grantor or the Property as a result of the Due Diligence Activities. 3. Insurance. Grantee shall cause all of Grantee's Designees performing the Due Diligence Activities to, procure or maintain a policy of commercial general liability insurance issued by an insurer reasonably satisfactory to Grantor covering each of the Due Diligence Activities with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00, and to deliver to Grantor a certificate of insurance evidencing that such insurance is in force and effect, and evidencing that Grantor has been named as an additional insured thereunder with respect to the Due Diligence Activities. Such insurance shall be maintained in force throughout the term of this Agreement. 4. Successors. To the extent any rights or obligations under this Agreement remain in effect, this Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. 12395-0003\963391 v 1 7.doc D-2 5. Limitations. Grantor does not hereby convey to Grantee any right, title or interest in or to the Property, but merely grants the specific rights and privileges hereinabove set forth. 6. Notices. Whenever any notice, demand, or request is required or permitted under this Agreement, such notice, demand, or request shall be in writing and shall be delivered by hand, be sent by registered or certified mail, postage prepaid, return receipt requested, or shall be sent by nationally recognized commercial courier for next business day delivery, to the addresses set forth below the respective executions of the parties hereof, or to such other addresses as arc specified by written notice given in accordance herewith, or shall be transmitted by facsimile to the number for each party set forth below their respective executions hereof, or to such other numbers as are specified by written notice given in accordance herewith. All notices, demands, or requests delivered by hand shall be deemed given upon the date so delivered; those given by mailing as hereinabove provided shall be deemed given on the date of deposit in the United States Mail; those given by commercial courier as hereinabove provided shall he deemed given on the date of deposit with the commercial courier; and those given by facsimile shall be deemed given on the date of facsimile transmittal. Nonetheless, the time period, if any, in which a response to any notice, demand, or request must be given shall commence to run from the date of receipt of the notice, demand, or request by the addressee thereof. Any notice, demand, or request not received because of changed address or facsimile number of which no notice was given as hereinabove provided or because of refusal to accept delivery shall be deemed received by the party to whom addressed on the date of hand delivery, on the date of facsimile transmittal, on the first calendar day after deposit with commercial courier, or on the third calendar day following deposit in the United States Mail, as the case may be. 7. Assignment. This Agreement may be assigned by Grantee, in whole or in part. 8. Governing Law. This Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of California. 9. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. 10. No Recording of Agreement or Memorandum of Agreement. In no event shall this Agreement or any memorandum hereof be recorded in the Official Records of Riverside County, California, and any such recordation or attempted recordation shall constitute a breach of this Agreement by the party responsible for such recordation or attempted recordation. 12395-0003\963391 v 17.doc D-3 IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be executed and sealed, all the day and year first written above. GRANTEE: COUNTY OF RIVERSIDE a Political Subdivision of the State of California By: Roy Wilson, Chairman Board of Supervisors Address for notices: With a copy to: County of Riverside Department of Facilities Management 3133 Mission Inn Avenue Riverside, California 92507 Attention: Robert Field, Director Telephone: (951) 955-4800 Fax: (951) 955-4828 County of Riverside Department of Facilities Management Real Estate Division 3133 Mission Inn Avenue Riverside, California 92507 Attention: Vincent Yzaguirre, Deputy Director Telephone: (951) 955-9011 Fax: (951) 955-4837 12395-0003\963391 v 17.doc D-4 GRANTOR: PALM DESERT REDEVELOPMENT AGENCY, a Public Body, Corporate and Politic By: Name: Title: ATTEST: By: Secretary Address for notices: With a copy to: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260-2578 Attention: Justin McCarthy Telephone: (760) 346-0611 Fax: (760) 341-6372 Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attention: Jim G. Grayson, Esq. Telephone: (213) 626-8484 Fax: (213) 626-0078 12395-0003 \963391 V 17.doc D-5 Exhibit "A" LEGAL DESCRIPTION OF PROPERTY That certain real property located in the City of Palm Desert, County of Riverside, State of California, described as follows: BEING A PORTION OF THE NORTH HALF OF THE NORTH HALF OF THE WEST HALF OF THE EAST HALF OF SECTION 32, TOWNSHIP 4 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND MERIDIAN, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THE WEST 505.00 FEET OF THE NORTH 937.60 FEET OF SAID NORTH HALF OF THE NORTH HALF OF THE WEST HALF OF THE EAST HALF OF SECTION 32. SAID DESCRIBED LAND CONTAINS 10.87 ACRES. 12395-0003\963391 v 17.doc D-6 Exhibit "E" FORM OF CERTIFICATE OF COMPLETION RECORDING REQUESTED BY: AND WHEN RECORDED RETURN TO: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260-2578 Attention: Justin McCarthy CERTIFICATE OF COMPLETION This Certificate of Completion is given this day of , 20, with reference to the following matters: A. The PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency") and THE COUNTY OF RIVERSIDE, a political subdivision of the State of California (the "County") entered into that certain Cooperative Agreement Between The Palm Desert Redevelopment Agency And County Of Riverside Concerning The Construction Financing And Acquisition Of Sheriff Station ("Agreement") dated as of , 2008, which Agreement provides, in Section 3.10 thereof, that the Agency shall furnish the County with a Certificate of Completion upon satisfactory completion of the Improvements (as described in the Agreement) on the real property described therein as the Property (the "Site"), which certificate shall be in such form as to permit it to be recorded in the Recorder's Office of Riverside County; and B. The Certificate of Completion shall be conclusive determination of satisfactory completion of the construction Improvements required with respect to the Site; and C. The Agency has determined that the construction of the Improvements has been satisfactorily performed; and NOW, THEREFORE, the parties to this instrument hereby provide as follows: 1. As provided in the Agreement, the Agency does hereby certify that the construction of the Improvements on the Site has been satisfactorily performed and completed. 12395-0003\963391 v 17.doc E- I 2. This Certificate shall not constitute evidence of compliance with or satisfaction of any obligation of the County to any holder of a mortgage, or deed of trust or any insurer of a mortgage, or deed of trust securing money loaned to finance the improvements or any part thereof. PALM DESERT REDEVELOPMENT AGENCY, a Public Body, Corporate and Politic By: ATTEST: By: Secretary 12395-0003\963391 v 17.doc E-2 State of California County of ) ) ) On , before me, , a Notary Public in and for said County and State, 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, and that by his/her/their signature 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 State of California County of ) ) ) [SEAL] On , before me, , a Notary Public in and for said County and State, 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, and that by his/her/their signature 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 is true and correct. WITNESS my hand and official seal. Signature 12395-0003\963391 v 17.doc E-3 [SEAL] Exhibit "F" FORM OF RESTRICTIVE COVENANT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260-2578 Attention: Justin McCarthy RESTRICTIVE COVENANT AGREEMENT THIS RESTRICTIVE COVENANT AGREEMENT ("Agreement") is dated as of , and is executed by the PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and THE COUNTY OF RIVERSIDE, a political subdivision of the State of California (the "County"). RECITALS: A. County and Agency have entered into that certain Cooperative Agreement Between The Palm Desert Redevelopment Agency And County Of Riverside Concerning The Construction Financing And Acquisition Of Sheriff Station dated as of , (the "Co -Op Agreement") with respect to real property in the City of Palm Desert, California owned by Agency that is described on Exhibit "A" attached hereto (the "Property"). The Property is subject to the Co -Op Agreement, the terms of which are incorporated herein by reference. A copy of the Co -Op Agreement is available at the offices of the Palm Desert Redevelopment Agency, 73-510 Fred Waring Drive, Palm Desert, California 92260-2578. Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Co -Op Agreement. B. The Co -Op Agreement requires the County to execute and deliver this Agreement for recording in the Official Records of Riverside County, California. NOW, THEREFORE, in consideration of the Co -Op Agreement and the obligations of Agency thereunder, Agency and County hereby agree as follows: 1. Uses. County covenants for itself and its successors and assigns that for the longer of: (i) thirty (30) years following the Effective Date or (ii) for so long as the City and County are parties to a contract by which the County provides sheriff services to the City (the 12395-0003\963391v17.doc F-1 "Restrictive Covenant Period"), County and its successors and assigns shall maintain and use the Property solely for the construction and operation of a sheriff's station, and thereafter for such other uses as provided in Section 5 of the Co -Op Agreement, and in accordance with the requirements of the Co -Op Agreement and all applicable laws. 2. Term. This Agreement shall remain in effect in perpetuity. 3. Transfer of Property or Improvements. The County covenants that it will not sell, assign, transfer, encumber, pledge or lease the Property or the Improvements except in compliance with the provisions of Section 4 of the Co -Op Agreement. Any sale, assignment, transfer, encumbrance, pledge or lease made in violation of the provisions of such Section 4 shall be void ab initio. 4. Successors and Assigns; Runs With Land. This Agreement shall bind and inure to the benefit of the successors and assigns of Agency and County, and shall bind, burden and encumber the Property such that it "runs with the land". 5. Remedies. The Agency shall be entitled to exercise any and all rights and remedies provided under the Co -Op Agreement and by law or in equity, including but not limited to specific enforcement, to enforce the provisions of this Agreement and the use restriction contained herein. In addition, upon a breach by the County of the provisions of Section 5.5 of the Co -Op Agreement, the Agency shall have the right to repurchase, reenter and take possession of the Property upon the terms and conditions set forth in said Section 5.5. 6. Subordination of Restrictive Covenant. This Agreement the covenants and agreements of the County contained herein and the provisions of the Co -Op Agreement incorporated by reference herein, shall be subject and subordinate to any lease, installment purchase or similar agreement entered into by the County in connection with the issuance of the Bonds, for so long as such agreements have not been terminated pursuant to their terms and the Property and Improvements remain subject to the provisions thereof. 12395-0003\963391 v 17.doc F-2 IN WITNESS WHEREOF, Agency has executed this Agreement as of the date first set forth above. I2395-0003\963391v17.doc PALM DESERT REDEVELOPMENT AGENCY, A Public Body, Corporate and Politic By: Name: Title: ATTEST: By: Secretary F-3 State of California County of ) ) ) On , before me, Notary Public in and for said County and State, 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, and that by his/her/their signature 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] State of California ) ) County of ) ,a On , before me, , a Notary Public in and for said County and State, 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, and that by his/her/their signature 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 12395-0003\963391v17.doc [SEAL] F-4 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY That certain real property located in the City of Palm Desert, County of Riverside, State of California, described as follows: BEING A PORTION OF THE NORTH HALF OF THE NORTH HALF OF THE WEST HALF OF THE EAST HALF OF SECTION 32, TOWNSHIP 4 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND MERIDIAN, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THE WEST 505.00 FEET OF THE NORTH 937.60 FEET OF SAID NORTH HALF OF THE NORTH HALF OF THE WEST HALF OF THE EAST HALF OF SECTION 32. SAID DESCRIBED LAND CONTAINS 10.87 ACRES. 12395-0003\963391v17.doc F-5 Exhibit "G" FORM OF LEASE TERMINATION AGREEMENT LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT (this "Agreement") is dated as of , 2008, by and between the PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), and THE COUNTY OF RIVERSIDE, a political subdivision of the State of California ("County"). RECITALS A. Agency and County entered into that certain lease, dated as of February 2, 1989 (a copy of which is attached hereto) (the "Lease"), and by which Agency leased to County the real property and the improvements located thereon and described in Exhibit "A" and Exhibit "B" to the Lease (the "Leased Property"). B. The Agency and County are parties to that certain Cooperative Agreement Between The Palm Desert Redevelopment Agency And County Of Riverside Concerning The Construction Financing And Acquisition Of Sheriff Station ("Co -Op Agreement") by which the Agency has agreed to convey certain real property owned by the Agency (and described as the "Property" in the Co -Op Agreement") to the County under and subject to the conditions contained therein, and the County, in consideration for the conveyance of the Property to the County, has agreed to the termination of the Lease. NOW, THEREFORE, for good and valuable consideration including the mutual promises contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, Agency and County agree as follows: AGREEMENT 1. Termination. Notwithstanding anything to the contrary contained therein (including, without limitation, Sections 13 and 14 thereof), the Lease shall automatically terminate in its entirety on the earlier of (a) the date of issuance by the County of the Certificate of Occupancy as described in Section 3.10.1(ii) of the Co -Op Agreement, or (b) the Completion Date as defined in Section 3.1.1 of the Co -Op Agreement (the "Termination Date"), and thereafter all of the terms and provisions of the Lease, except those which by their express terms are intended to survive the termination of the Lease, shall be of no further force or effect. County, at its own cost and expense, shall promptly remove all of its personal property from the Leased Property following the Termination Date. County agrees that any of its personal property remaining on the Leased Property beyond ninety (90) working days following the Termination Date will become the property of the Agency and may be disposed of by the Agency as it sees fit, and County shall not be entitled to payment of compensation therefore from the Agency. 12395-0003\963391 v 17.doc G-1 2. Additional Documents and Instruments. The Agency and County agree to promptly execute, deliver and record (if appropriate) such instruments and documents as may be reasonably required to effectuate the termination of the Lease as contemplated by this Agreement. 3. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to termination of the Lease and supercedes any and all prior agreements with regard to the subject matter hereof. 4. Governing Law. This Agreement shall be governed by the laws of the State of California. 5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Agency and County and their respective successors and assigns. 6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one document. The signature pages on such counterparts may be combined onto one document. [Remainder of this page intentionally left blank. Signature page follows.] 12395-0003`v963391 v 17.doc G-2 EXECUTED as of the day and year first written above. Attest: Agency's Address, Phone and Fax: Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, CA 92260-2578 Telephone: (760) 346-0611 Fax: (760) 341-6372 Attn: Mr. Justin McCarthy Attest: County's Address, Phone and Fax: County of Riverside Department of Facilities Management 3133 Mission Inn Avenue Riverside, California 92507 Attention: Robert Field, Director Telephone: (951) 955-4800 Fax: (951) 955-4828 12395-0003\963391 v 17.doc AGENCY: PALM DESERT REDEVELOPMENT AGENCY, a public body, corporate and politic By: Name: Title: COUNTY: THE COUNTY OF RIVERSIDE, a political subdivision of the State of California By: Name: Title: G-3 Exhibit "H" PERMITS AND APPROVALS GENERAL REQUIREMENTS 1. All landscape maintenance shall be performed by the Applicant who shall enter into a landscape maintenance agreement with the Agency for the life of the project, consistent with the Municipal Code and the approved landscape plan. 2. A complete preliminary soils investigation, conducted by a registered soils engineer, shall be submitted to, and approved by, the Department of Public Works prior to the issuance of a grading permit. BONDS AND FEES 3. Signalization fees, in accordance with City Resolution Nos. 79-17 and 79-55, shall be paid prior to issuance of grading permit. 4. In the event the project shall be subject to Transportation Uniform Mitigation Fees (TUMF), the payment of said fees or certification of an exemption from TUMF by Coachella Valley Association of Governments shall be required prior to close of escrow. 5. In the event the project shall be subject to the School Impact Fees, the payment of said fees or certification of exemption shall be required prior to close of escrow. 6. A standard inspection fee shall be paid prior to issuance of grading permits. 7. Drainage fees, in accordance with Section 26.49 of the Palm Desert Municipal Code shall be paid prior to issuance of grading permits. DESIGN REQUIREMENTS 8. Storm drain design and construction shall be contingent upon a drainage study prepared by a registered civil engineer that is reviewed and approved by the Department of Public Works prior to start of construction. 9. Complete grading and improvement plans and specifications shall be submitted to Public Works for checking and approval prior to permit issuance. 10. Any and all offsite improvements shall be preceded by the approval of plans and the issuance of valid encroachment permits by the Department of Public Works. 12395-0003\963391 v 17.doc H-1 11. Pad elevations are subject to review and modification in accordance with Chapter 26 of the Palm Desert Municipal Code. 12. Landscape installation shall be drought tolerant in nature and in accordance with the City's Water Efficient Landscape Ordinance (24.04). 13. Landscape plans shall be submitted for review concurrently with grading plans. 14. Full public improvements, as required by Section 26 of the Palm Desert Municipal Code, shall be installed in accordance with City standards including: Dedication and improvement of Gerald Ford Drive with a 75' half street section including 42' pavement width with a 5 to 1 taper easterly, 24' parkway with 8' sidewalk -minimum 4' back from curb. A left -turn lane entering the eastern most driveway. Rights -of -way necessary for the installation of the above -referenced improvements shall be dedicated to the City concurrent with the close of escrow. CONSTRUCTION REQUIREMENTS 15. All public and private improvements shall be inspected by the Department of Public Works and no Certificate of Completion shall be granted until the improvements have been completed. 16. Applicant shall comply with provisions of Palm Desert Municipal Code Section 24.12, Fugitive Dust Control as well as Section 24.20, Storm water Management and Discharge Control. 17. Prior to the start of construction, the Applicant shall submit satisfactory evidence to the Director of Public Works of intended compliance with the National Pollutant Discharge Elimination System (NPDES) General Construction Permit for storm water discharges associated with construction. Applicant must contact Riverside County Flood Control District for informational materials. SPECIAL CONDITIONS 18. Westernmost driveway shall be offset to reduce conflicts with the Shadow Ridge driveway. 19. Slopes within project shall not exceed 3:1, and 2% within 12' of the street. 20. Agreements shall be made where conditions pertain to permit issuance and certificate of 12395-0003\963391 v 17.doc H-2 occupancy if other arrangements are made and the City is not the lead agency in these areas. 21. The project will comply with Chapter 4.10, Art In Public Places of the City's Municipal Code. The budget for the art will be One -hundred -thousand -dollars ($100,000). 22. The project will be subject to inspections for the purpose of compliance with architecture, landscape and Public Works approvals. Building and Safety permitting and inspections will be the responsibility of the Applicant. 23. The project will incorporate a solar photovoltaic system to be sized at a minimum of 112kw and to provide a minimum of 7.5% of the annual electrical load of the project as reviewed and approved by the Palm Desert Department of Energy Management. The system will be reviewed by the City's Department of Community Development for compliance with the approved architectural standards for the project prior to installation. FIRE DEPARTMENT REQUIREMENTS 24. With respect to the conditions of approval regarding the above -referenced project, the Fire Department recommends the following fire protection measures e provided in accordance with City Municipal Codes, NFPA, UFC and UBC, or any recognized fire protection standards. A minimum fire flow for the construction of the project shall be set per UFC article 87. 25. A fire flow of 1500 gpm for a 1-hour duration at 20 psi residual pressure must be available before any combustible material is placed on the project site. 26. Provide or show there exists a water system capable of providing a gpm fire flow of 3000 gpm for project buildings. 27. The required fire flow shall be available from a wet barrel Super Hydrant(s) 4"x2-1 /2"x2- 1 /2", located not less than 25' nor more than 150' feet from any portion of a project building measured via vehicular travelway. 28. Water plans must be approved by the Fire Marshal and include verification that the water system will produce the required fire flow. 29. Install a complete NFPA 13 fire sprinkler system. The Fire Marshal shall approve the locations of all post indicator valves and fire department connections. All valves and connections shall not be less than 25' from the project buildings and within 50' of an approved hydrant. 12395-0003\963391 v 17.doc H-3 30. All valves controlling the water supply for automatic sprinkler systems and water -flow switches shall be monitored and alarmed per UBC Chapter 9. 31. Install a fire alarm system as required by the UBC Chapter 3. 32. Install portable fire extinguishers per NFPA 10, but not less than one 2A 10BC extinguisher per 3000 square feet and not over 75' walking distance. 33. All project buildings shall be accessible by an all-weather roadway extending to within 150' of all portions of the exterior walls of the first story. The roadway shall not be less than 24' of unobstructed width and 13'6" of vertical clearance. Where parallel parking is required on both sides of the street the roadway must be 36' wide and 32' wide with parking on one side. Dead-end roads in excess of 150' shall be provided with a minimum 45' radius turn -around. 34. Whenever access to private property is controlled through use of gates, barriers or other means provisions shall be made to install a "Knox Box" key over -ride system to allow for emergency vehicle access. Minimum gate width shall be 16' with a minimum vertical clearance of 13'6". 35. All project buildings shall have illuminated addresses of a size approved by the City. 36. All fire sprinkler systems, fixed fire suppression systems and alarm plans must be submitted separately to the Fire Marshal for approval prior to construction. 37. Conditions numbered 24 through 36 above are subject to change with adoption of new codes, ordinances, laws or when building permits are not obtained within 12 months. DEPARTMENT OF COMMUNITY DEVELOPMENT 38. The development of the property shall conform substantially with exhibits on file with the Department of Community Development/Planning, as modified by the following conditions. 39. Access to trash/service areas shall be placed so as not to conflict with parking areas. Said placement shall be approved by applicable waste company and Department of Community Development and shall include a recycling program. 40. All sidewalk plans shall be reviewed and approved by the Department of Public Works. 41. A detailed parking lot and building lighting plan shall be submitted to staff for approval, 12395-0003\963391 v 17.doc H-4 subject to applicable lighting standards, plan to be prepared by a qualified lighting engineer. 42. In the event that Native American cultural resources are discovered during project development/construction, all work in the immediate vicinity of the find shall cease and a qualified archaeologist meeting Secretary of Interior standards shall be hired to assess the find. Work on the overall project may continue during this assessment period. If significant Native American cultural resources are discovered that require a Treatment Plan, the developer or his archaeologist shall contact the Morongo Band of Mission Indians. If requested by the Tribe, the developer or archaeologist shall, in good faith, consult on the discovery and its disposition (e.g., avoidance, preservation, return, or artifacts to tribe, etc.). 12395-0003'y963391 v 17.doc H-5 Exhibit "I" DEVELOPMENT FEES PLANNING FEES Conditional Use Permit, Precise Plan, Tentative Tract Map, Variance $ 5,728.00 Environmental Assessments $ 158.00 Total Planning Fees $ 5,886.00 BUILDING & SAFETY FEE Childcare FAC Impact $ 98,320.40 Construction Tax $ 34,198.40 Fire TAC Impact/Non Residential $ 17,954.16 Job Valuation $ 7,856.00 Low Income Housing $ 42,748.00 Microfilm $ 60.00 Seismic Motion Instrument Program $ 6,599.04 Plan Check Fire $ 887.36 Fire Permit $ 696.58 Total Building & Safety Fees * $ 209,319.94 PUBLIC WORKS FEES Refundable Cash Deposits (PMIO Dust Control) $ 20,000.00 Plan Check Fees $ 4,378.00 Application $ 225.00 Precise Grading Plan Check $ 2,945.00 SWWPP/NPDES Plan Check $ 137.00 (Storm Water Pollution Prevention Plan) Landscape Plan Check $ 1,071.00 Inspection Fees (Grading, Landscape) $ 5,670.00 Precise Grading Inspection $ 4,061.00 PMIO Inspection $ 393.00 SWPPP/NPDES Inspection $ 262.00 Landscape Inspection $ 954.00 Development Impact Fees $ 110,306.00 Signalization Impact Fee $42,748.00 Drainage Impact Fee $10,000.00 Multi -Species Fee S57,300.00 PM 10 Plan Check $ 258.00 Total Public Works Fees TOTAL FEES $ 140,354.00 $ 355,559.94 12395-0003\963391 v 17.doc I-1 12395-0003 v963391v17.doc Exhibit "J" LANDSCAPE MAINTENANCE AGREEMENT (Attached.) J-1 WHEN RECORDED MAIL TO: City Clerk City of Palm Desert 73-510 Fred Waring Drive Palm Desert, California 92260 LANDSCAPE MAINTENANCE AGREEMENT PURSUANT TO CONDITIONS OF PROJECT APPROVAL This Landscape Maintenance Agreement Pursuant to Conditions of Project Approval (the "Agreement") made and entered this day of [month] , 200, by and between the County of Riverside, a political subdivision of the State of California, hereinafter referred to as "County"), and the Palm Desert Redevelopment Agency, a public body, corporate and politic, hereinafter referred to as "Agency". County and Agency are sometimes hereinafter individually referred to as a "Party" and/or collectively referred to as the "Parties". RECITALS WHEREAS, County is owner of that certain real property located in the City of Palm Desert, County of Riverside, State of California (the "City"), as more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"), and WHEREAS, County will be developing the Property as provided in that certain Cooperative Agreement Between The Palm Desert Redevelopment Agency And County Of Riverside Concerning The Construction Financing And Acquisition Of Sheriff Station, dated as of -, 2008, by and between the Agency and County (hereinafter, the "Project"), and WHEREAS, on May 20, 2008, the City Planning Commission adopted Resolution No. 2475, hereinafter referred to as "Precise Plan Number 08-10/Conditional Use Permit 08-10", setting forth development conditions for the Project to be developed on the Property. Said development conditions require landscaping to be in substantial conformance with exhibits approved by the City and on file with the Department of Community Development. Those exhibits include landscaping working drawing and specifications, hereinafter referred to as "Plans and Specifications." Conditions of the Precise Plan Number/Conditional Use Permit also requires parking lot landscaping to comply with the Master Parking Lot Tree Plan which specifies minimum parking lot tree shading requirements and the Water Efficient Landscape Ordinance which specifies minimum standards for water -efficient landscape requirements, and WHEREAS, to insure continuing compliance with the landscape requirement of Precise Plan Number 08-10/Conditional Use Permit 08-10, the Agency desires assurance that County and successors will maintain said landscaping for the life of the project per the newest edition of the City's landscape maintenance guidelines, and 12395-0003\963391 v 17.doc J-2 WHEREAS, County is desirous of maintaining said landscaping as required by Precise Plan Number/Conditional Use Permit as an enhancement of overall project quality and desirability. NOW THEREFORE, in consideration of the covenants and promises contained herein and other good and valuable consideration, the Parties hereto mutually covenant and agree as follows: TERMS 1. County agrees to maintain the landscaping installed pursuant to the Precise Plan Number/Conditional Use Permit including, but not limited to, maintaining plant material, irrigation system, hardscape, and all other landscape amenities as identified in the Plans and Specifications. 2. County may request amendments to Plans and Specifications. The Agency shall reasonably assist the County in obtaining the consent of the City to such amendments provided they are consistent with original intent, design quality and water efficiency of the Plans and Specifications. 3. It is the Agency's and County's intent that should any right, title or interest in and to the Property, or a part thereof, be sold or otherwise conveyed, that the obligations set forth in this Agreement shall automatically become the obligations of the new title or interest holder. The obligations set forth in this Agreement shall bind County's heirs, successors and assigns of the Property and the covenants contained herein shall run with the Property, and those covenants shall benefit each and every other parcel of property located in the Agency. This Agreement shall be notarized and recorded with the Riverside County Recorder's Office. 4. In the event that County fails to comply with the terms of this Agreement, the Agency shall provide County, or County's successors in interest, with a thirty (30) day written notice of default, which notice shall specify the nature of the default. In the event that County or his successors in interest fail to cure the default within the said thirty (30) days, provided following receipt of said notice, County has not commenced and is not diligently pursuing cure of said default, the Agency may immediately take steps to cure the default by curing the default itself and the County shall promptly reimburse the Agency for all costs and expenses the Agency may incur in curing such default. 5. If legal proceedings are necessary to enforce or interpret the terms of this Agreement, the prevailing Party, as determined by the court, shall be entitled to recover from the other Party all costs and expenses of the proceedings, including reasonable attorneys' fees and related costs. 6. County hereby agrees to indemnify, defend and hold the Agency and the City and their respective officials, officers, agents, servants and employees harmless from any and all liabilities, claims, demands, debts, suits, actions and causes of actions, including but not limited to, property damage, personal injury or wrongful death, arising out of or in any manner 12395-0003\963391 v 17.doc J-3 connected with any act or omission of County, or its officers, agents, servants or employees, done or performed pursuant to the terms and provisions of this Agreement. 7. Notwithstanding anything to the contrary contained herein, in the event of a default by the County hereunder, any and all remedies that the Agency may be entitled to pursue shall be subordinate and subject to, be limited by, and shall not defeat, render invalid, or limit any lease, installment purchase or similar agreement entered into by the County in connection with the issuance of any bonds to be issued by the Riverside County Palm Desert Refinancing Authority and the proceeds of which are used to construct, in whole or in part, the Project. 8. Any and all notice, including, but not limited to a notice of default sent or required to be sent to the Parties to this Agreement will be mailed to the following addresses: Agency: With a copy to: County: With a copy to: 12395-0003\963391 v 17.doc Palm Desert Redevelopment Agency 73-510 Fred Waring Drive Palm Desert, California 92260-2578 Attention: Justin McCarthy Telephone: (760) 346-0611 Fax: (760) 341-6372 Email: jmccarthy a,ci.palm-desert.ca.us Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attention: Jim G. Grayson, Esq. Telephone: (213) 626-8484 Fax: (213) 626-0078 County of Riverside Department of Facilities Management 3133 Mission Inn Avenue Riverside, California 92507 Attention: Robert Field, Director Telephone: (951) 955-4800 Fax: (951) 955-4828 County of Riverside Department of Facilities Management Real Estate Division 3133 Mission Inn Avenue Riverside, California 92507 Attention: Vincent Yzaguirre, Deputy Director Telephone: (951) 955-4820 Fax: (951) 955-4837 Email: vyzaguirre@rc-facilities.org J-4 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. RECOMMENDED FOR APPROVAL: By: Robert Field, Director Department of Facilities Management APPROVED AS TO FORM: Joe S. Rank County Counsel By: Synthia M. Gunzel Deputy County Counsel "County" THE COUNTY OF RIVERSIDE, a Political Subdivision of the State of California By: Roy Wilson, Chairman Board of Supervisors "Agency" PALM DESERT REDEVELOPMENT AGENCY, a Public Body, Corporate and Politic By: Name: Title: ATTEST: By: Secretary ATTEST: APPROVED AS TO FORM: Nancy Romero Richards, Watson & Gershon, Clerk of the Board a professional corporation By: By: Deputy 12395-0003\963391 v 17.doc J-5 State of California ) County of Riverside ) On , before me, , a Notary Public in and for said County and State, 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, and that by his/her/their signature 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 12395-0003\963391v17.doc [SEAL] J-6 State of California County of Riverside On , before me, , a Notary Public in and for said County and State, 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, and that by his/her/their signature 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 12395-0003\963391v17.doc [SEAL] J-7 12395-0003\963391v17.doc EXHIBIT "A" LEGAL DESCRIPTION J-8 SHERIFF'S STATION Project/Construction Cost Estimates Staff Fund FY 08-09 FY 09-10 FY 10-11 FY 11-12 FY 12-13 Total Market Value of 10.87 ac: 850 $ 4,402,350 $ - $ - $ - $ - $ 4,402,350 Professional Services: 850 $ 45,000 $ - $ - $ - $ - $ 45,000 Fees: 850 $ 50,000 $ - $ - $ - $ - $ 50,000 Assumption of Debt: 850 $ - $ - $ - $ 2,540,573 $ - $ 2,540,573 Equipment: $ - $ - $ - $ - $ - $ - Administration: $ - $ - $ - $ - $ - $ - Direct Staff Costs: 3 850 $ 38,142 $ - $ - $ - $ - $ 38,142 Contingency: $ - $ - $ - $ - $ - $ - Other: $ - $ - $ - $ - $ - $ - Total: $ 4,535,492 $ - $ - $ 2,540,573 $ - $ 7,076,065 Recurring Cost Estimates Staff Fund FY 08-09 FY 09-10 FY 10-11 FY 11-12 FY 12-13 Total Maintenance Costs: 110 $ - $ - $ - $ 195,274 $ 201,132 $ 396,405 Replacement Costs: 450 $ - $ - $ - $ 50,000 $ 51,500 $ 101,500 Administration: $ - $ - $ - $ - $ - $ - Direct Staff Costs: 0 $ - $ - $ - $ - $ - $ - Contract Staff Costs: $ - $ - $ - $ - $ - $ - Other: $ - $ - $ - $ - $ - $ - Total: $ - $ - $ - $ 245,274 $ 252,632 $ 497,905 Potential Increase to Public Safety Costs: $ Projected Revenue General Fund Fund FY 08-09 FY 09-10 FY 10-11 FY 11-12 FY 12-13 Total Property Tax: $ - $ - $ - $ - $ - $ - Sales Tax: $ _ $ _ $ _ $ _ $ _ $ _ Transient Occupancy Tax: $ - $ - $ - $ - $ - $ - Fees -New Station: 110 $ 355,560 $ - $ - $ - $ - $ 355,560 is/Leases: A Contractual Agreements: $ - $ - $ - $ - $ - $ - Value of Street Improvements: 110 $ - $ - $ - $ 600,000 $ - $ 600,000 Other Revenues; $ - $ - $ - $ - $ - $ - Redevelopment Agency Tax Increment: $ - $ - $ - $ - $ - $ - Housing Set -Aside: $ - $ - $ - $ - $ - $ - Leasehold Value -Old Station: 850 $ - $ - $ - $ 6,075,000 $ - $ 6,075,000 Total: $ 355,560 $ - $ - $ 6,675,000 $ - $ 7,030,560 Community Benefits New Sheriff Station New Public Facility Improved Police Service Public Improvements on Gerald Ford Public Art LEED Certification Solar Component Notes The assumption of the County note in 2011 will be in the amount of $2,540,573. The present value of that note is $2,053,265 @ 5%. This analysis projects recurring expenditures based on potential use by the City. The opportunity exists however for rental income on 37,897 s.f. (either by the County Sheriff or another source). Source: Riverside County NAIP 2005. liiiitiEta Michael Bondman Associates Exhibit 2 Local Aerial Map 2749.0012.01/2008 I PDSSaeria12.cdr CITY OF PALM DESERT - PALM DESERT SHERIFF STATION