HomeMy WebLinkAboutTrnsfr Lnd - 11.5 Acres APN 694-160-003 - UCRCITY OF PALM DESERT/ SUCCESSOR AGENCY TO THE
PALM DESERT REDEVELOPMENT AGENCY
STAFF REPORT
REQUEST: APPROVE A GRANT DEED AUTHORIZING THE TRANSFER OF
11.5 ACRES KNOWN AS A.P.N. 694-160-003 / PARCEL B FROM
THE SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMENT AGENCY (SUCCESSOR AGENCY) TO THE
REGENTS OF THE UNIVERSITY OF CALIFORNIA, RIVERSIDE
PURSUANT TO EXISTING DISPOSITION AND DEVELOPMENT
AGREEMENT AND OPTION AGREEMENT
SUBMITTED BY: Martin Alvarez, Director of Economic Development
DATE: June 13, 2013
CONTENTS: Option Agreement / Grant Deed
Site Map
Correspondence Dated June 5, 2012
UCR Project Description / Concept Plan for Parcel B
State Department of Finance approval letter
Recommendation
By Minute Motion:
1) Approve a grant deed as to form authorizing the conveyance of a portion
of real property known as A.P.N 694-160-003 / Parcel B (11.5 acres) from
the Successor Agency to the Palm Desert Redevelopment Agency
(Successor Agency) to the Regents of the University of California (UCR),
pursuant to existing Disposition and Development Agreement and Option
Agreement.
2) Authorize the City Manager and City Attorney to finalize the Grant Deed
and execute after final review by UCR.
Background
On March 22, 2001, the former Palm Desert Redevelopment Agency entered into a
Disposition and Development Agreement (DDA) with the Regents of the University of
California, on behalf of its Riverside campus, and Richard J. Heckmann Foundation to
facilitate the creation of the University of California Riverside — Palm Desert Campus (see
attached DDA). The DDA facilitated the construction of infrastructure and facilities for the
International Center of Entrepreneurial Management (ICEM) and the A. Gary Anderson
Graduate School of Management. The DDA was subsequently amended on December 12,
2002 allowing the conveyance of the existing UCR 8.5 acres for $1.00 to the Regents of the
Staff Report
Successor Agency Transfer of Parcel B to UCR
June 13, 2013
Page 2 of 4
University of California, Riverside, after the completion of the facility improvements (see
attached First Amendment to DDA).
Upon completion of the UCR-Palm Desert improvements (Phase 1), and pursuant to the
DDA, UCR was granted a 25-year option to acquire title on an 11.5 acre site located
adjacent to the UCR-Palm Desert Campus know as Parcel B (see attached site map).
Parcel B is intended to accommodate the expansion of the UCR Palm Desert Campus and
future uses consistent with UCR's mission (see attached Option Agreement). Pursuant to
the Option Agreement, the purchase price of the Parcel B is $1.00, subject to the terms,
conditions, and covenants of the DDA.
The exercising of the Option Agreement shall be enforceable if the following conditions are
met:
a) Buyer is not in default under conditions of the DDA
b) Buyer owns fee simple title to Parcel A and has completed construction of Phase I
Center Improvements or Phase II per the DDA
c) Buyer provides proof satisfactory to Seller (Successor Agency) that Buyer has
necessary funding to construct and maintain future improvements
d) Buyer agrees that the Expansion Facilities shall be constructed upon all or a
substantial portion of the Property and used and maintained pursuant to the DDA
e) UCR receives approval from the University Planning Committee
On June 5, 2012, the City/Successor Agency received official notification from the Regents
for the University of California requesting the opportunity to exercise their option on Parcel
B (11.5 acres) pursuant to the existing DDA (see attached correspondence). UCR's interest
in the parcel is in the context of their ongoing development of program opportunities for
UCR's School of Medicine at the Palm Desert Campus.
On November 19, 2012, UCR submitted information on the proposed development concept
illustrating UCR School of Medicine's intent and commitment to develop a complex of
ambulatory clinical facilities on the Parcel B (see attached correspondence). The future
complex would contain facilities for the development of clinical education foundation for both
undergraduate and graduate medical education (residency) program in primary care and
primary care specialties. UCR's attached correspondence provides a description of the
program elements, timing, project delivery, and financing strategies.
Phase I of the programmatic elements include the development of:
1. Clinical Building
2. Core Ancillary Building
3. Surgery Center
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Staff Report
Successor Agency Transfer of Parcel B to UCR
June 13, 2013
Page 3 of 4
Phase II of the programmatic elements include the development of:
1. Geriatric Activity Center
a. Rehabilitation Services
b. Indoor Rehabilitation Pool
The total building coverage is anticipated between 110,000 - 280,000 square feet on 4
buildings, with a maximum of three levels. As part of the development of a Parcel B and
UCR's School of Medicine, the current UCR-Palm Desert Campus facilities would be re -
purposed to work in connection with the new clinical facilities proposed on Parcel B. The
existing buildings would be reprogrammed to accommodate uses such as:
• Population Based Health Outcomes Research Unit
• Center for Healthy Learning, Living and Aging
• Continuing Medical Education, lifelong learning opportunities; and
• Co -location of non-UCR non -profits in the Coachella Valley
The project is anticipated to be funded using both state university funds for the
infrastructure of Parcel B and the utilization of a public/private partnership to construct the
facilities.
State Department of Finance
On June 29, 2011, the California Governor signed AB X1-26 and AB X1-27, which required
the dissolution of all California redevelopment agencies and authorized the creation of
Successor Agencies to manage former redevelopment agencies' assets and existing
obligations. With the passage of the dissolution bills, all property assets, including the
subject property are held by the Successor Agency. All property transfers, sales or uses
require approval by the State Department of Finance.
On December 3, 2012, the Oversight Board to the Successor Agency adopted Resolution
No. OB-024 (see attached) authorizing the conveyance of Parcel B (11.5 acres) of real
property know as A.P.N. 694-160-003 / Parcel B from the Successor Agency to the Regents
of the University of California as public use land, pursuant to the existing DDA and Option
Agreement. The approval to transfer this site to UCR was granted March 9, 2013, when the
State Department of Finance issued their approval letter (see attached).
University Planning Committee
On April 25, 2013, the University Planning Committee reviewed and approved the transfer
of Parcel B (11.5 acres) to UCR. The approval of the transfer included three conditions to
be included on the future grant deed. The conditions are as follows:
1. During the Reversionary Period identified in the DDA, the Regents of the
University of California (UCR) shall provide the Director of Public Works, City of
Palm Desert (City), 60 days written notification of any proposed new public right-
of-way (or proposed changes to any existing public right-of-way), with an
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Staff Report
Successor Agency Transfer of Parcel B to UCR
June 13, 2013
Page 4of4
opportunity for formal review and comment. UCR shall provide written responses
to any feedback within 15 days thereafter.
2. During the Reversionary Period identified in the DDA, design, height and
location of any and all improvements on said Property shall be subject to review
and comment by the City. At least 60 days prior to UCR approving any such
improvements, UCR shall provide its conceptual plan, including design, height
and location of all improvements to the City, which shall provide any written
comments to UCR within 15 days thereafter.
3. No sale, transfer or use of the property shall be authorized or permitted during
the Reversionary Period identified in the DDA, except for solely educational
purposes (including purposes incidental to the University's educational mission)
which shall include but shall not be limited to clinical and medical enterprises
operated by or affiliated with the University.
UCR has met the requirements set forth in the DDA and Option Agreement, staff
recommends that the City/Successor Agency approve the attached grant deed authorizing
the transfer of Parcel B (11.5 acres) to UCR with the execution of a Grant Deed.
Fiscal Analysis
There is no fiscal impact to the General Fund.
CITY COUNCIL A TION
APPROVED ✓✓ DENIED
RECEIVED OTHER
Submitted By:
Martin Alvarez,
Directot-iof Economic Development
ae-ez
Paul S. Gibson, Director of Finance
Approval:
CQ-
n M. Wohlmuth, Executive Director
MEET G DA
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RECORDING REQUESTED BY
WHEN RECORDED RETURN TO:
SUCCESSOR AGENCY TO
PALM DESERT REDEVELOPMENT AGENCY
73-510 Fred Waring Drive
Palm Desert, California 92260
Attn: City Clerk
FREE RECORDING:
This instrument is for the benefit of Riverside County
Transportation Commission, and is entitled to be recorded
without fee or tax. (Govt. Code 6103, 27383 and Rev. & Tax
Code 11922)
APN: Above Space for Recorder's Use
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
SUCCESSOR AGENCY TO PALM DESERT REDEVELOPMENT AGENCY, a public
body, corporate and politic, as successor in interest to the PALM DESERT
REDEVELOPMENT AGENCY ("Grantor"), hereby grants to the REGENTS OF THE
UNIVERSITY OF CALIFORNIA, a California corporation ("Grantee"), the following
described real property (the "Property") situated in the City of Palm Desert, County of
Riverside, State of California:
SEE EXHIBIT "A" ATTACHED HERETO
IN WITNESS WHEREOF, Grantor has caused its name to be affixed hereto and this
instrument to be executed by its duly authorized officer.
DATED:
, 2013 GRANTOR:
SUCCESSOR AGENCY TO PALM DESERT
REDEVELOPMENT AGENCY, a public
body, corporate and politic, as successor in
interest to the PALM DESERT
REDEVELOPMENT AGENCY
By:
Name:
Its:
ACKNOWLEDGEMENT
STATE OF CALIFORNIA
COUNTY OF )
On before me,
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
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)
EXHIBIT "A" TO GRANT DEED
LEGAL DESCRIPTION
[Attached]
UCR — Parcel B
Legal Description
All that portion of Section 34, in Township 4 South, Range 6 East, San Bernardino Meridian, in
the County of Riverside, State of California, described as follows:
Beginning at the Northwest corner of Section 3, Township 5 South, Range 6 East, San
Bernardino Meridian, in the County of Riverside, State of California, which bears S 89° 49' 59"
W 783.33 feet from the Southeast corner of Section 33 in Township 4 South, Range 6 East;
Thence N 89° 49' 59" E 92.52 feet along the South line of said Section 33;
Thence N 0° 10' 01" W 81.00 feet to a line that is parallel with and distant 81.00 feet Northerly
from said South line of Section 33; said point being shown on a Record of Survey recorded in
Book 103, Pages 68 and 69, of Records of Survey of said County;
Thence N 89° 49' 59" E 82.84 feet along said parallel line and the Northerly right of way line of
Frank Sinatra Drive;
Thence N 42° 11' 33" E 998.61 feet to the beginning of a non -tangent curve, concave
Northeasterly, and having a radius of 965.50 feet; a radial line of said curve through said point
bears S 37° 44' 14" W;
Thence Southeasterly along said curve 194.29 feet through an angle of 11 ° 31' 46" to the true
point of beginning;
Thence continuing Southeasterly along said curve 761.54 feet through an angle of 45° 11' 32" to
the beginning of a compound curve, concave Southwesterly, and having a radius of 34.50 feet; a
radial line of said curve through said point of compound curvature bears N 18° 59' 04" W;
Thence Southeasterly along said curve 51.36 feet through an angle of 85° 17' 47";
Thence tangent to said curve S 23° 41' 17" E 127.01 feet to the beginning of a tangent curve
concave Southwesterly and having a radius of 452.50 feet;
Thence Southeasterly along said curve 185.83 feet through an angle of 23° 31' 49";
Thence S 0° 09' 28" E 194.00 feet;
Thence S 89° 50' 32" W 11.50 feet;
Thence S 44° 50' 32" W 124.45;
Thence S 89° 50' 32" W 100.00 feet;
72500.00000\7996567.1
Thence S 88° 30' 19" W 600.17 feet;
Thence S 89° 50' 32" W 37.45 feet;
Thence N 45° 09' 45" W 32.53 feet;
Thence S 89° 50' 32" W 11.50 feet;
Thence N 0° 09' 28" W 637.76 feet to the true point of beginning.
The parcel described herein contains 490,668 square feet, more or less.
72500.00000\7996567.1
RECORDED AT REQUEST OF
AND WHEN RECORDED RETURN TO:
Successor Agency to the
Palm Desert Redevelopment Agency
73-510 Fred Waring Drive
Palm Desert, CA 92260
ATTN: CITY CLERK
APN:
Space Above This Line for Recorder's Use
EXEMPT FROM RECORDERS FEES PURSUANT TO
GOV'T. CODE §27383 AND CALIF. REV. & TAX. CODE § 11922
COVENANT AND DEED RESTRICTION
THIS COVENANT AND DEED RESTRICTION is made and entered into this day of
, 2013, by and between the Successor Agency to the Palm Desert Redevelopment
Agency, a public body, corporate and politic ("SARDA") and the Regents of the University of
California, a California corporation, on behalf of its Riverside Campus ("UCR") and the City of
Palm Desert, a California charter city ("City"). SARDA and UCR may each be referred to as a
"Party" or collectively, as the "Parties".
1. RECITALS. This Covenant and Deed Restriction is made and entered into with respect
to the following facts, which are acknowledged as true and correct by the Parties hereto:
A. SARDA is the owner in fee of certain real property in the City of Palm Desert, County of
Riverside, State of California, as more fully described in Exhibit "A" attached hereto and
incorporated herein by this reference ("Subject Property").
B. UCR holds an option to purchase the Subject Property pursuant to that certain Option
Agreement between the Palm Desert Redevelopment Agency, a public body, corporate
and politic, the predecessor in interest to SARDA ("RDA"), and UCR dated as of January
31, 2003 (the "Option Agreement").
C. SARDA and UCR are parties to that certain Disposition and Development Agreement
dated as of March 22, 2001 (the "DDA") to implement the Redevelopment Plan for
Project Area 2 of the Palm Desert Redevelopment Agency (the "Redevelopment Plan"),
which includes use of the Subject Property to accommodate expansion of the
International Center of Entrepreneurial Management ("ICEM")
D. The DDA contains certain restrictions which SARDA and UCR desire by this Covenant
and Deed Restriction to establish on the Subject Property, including but not limited to
72500.00000\7999554.2 1
restrictions concerning construction, use and maintenance of the Subject Property and
nondiscrimination.
E. SARDA and UCR intend that the aforementioned restrictions shall run with the land in
perpetuity as against SARDA and UCR and each of their assigns, successors in interest,
and future owners of the Subject Property (hereinafter "Owner" shall include heirs,
assigns and successors in interest).
NOW, THEREFORE, in view of the foregoing and in consideration of the mutual covenants
herein contained, the Parties hereto agree as follows:
2. OPERATIVE PROVISIONS.
2.1 Use of Property. UCR shall make a good faith effort to use the Subject Property
only for operation of the UCR School of Medicine in the Coachella Valley ("Medical School").
Should demand or support for such operation fail to find adequate student interest or financial
support, UCR may use the property to support its activities which are educational, research or
public service in nature as part of the mission of University of California, including university or
college related service and administrative facilities and for no other purposes whatsoever, except
as provided herein, in perpetuity. Notwithstanding the foregoing, UCR may lease or license the
operation of retail, commercial, restaurant and service uses as defined by UCR's mission and
permitted under any applicable legal or regulatory requirements that are incidental to and directly
supportive of the operation of Medical School, as applicable, and to the extent that same are
customarily associated with similar universities. Such permitted uses include, but are not limited
to, a student union, athletic and recreational facilities, student housing, bookstore, and food
concessionaires and/or restaurants.
2.2 Maintenance of the Subject Property. UCR shall maintain the Subject Property,
in a manner at least equal to the level of maintenance provided to other equivalent University of
California facilities, in perpetuity.
2.3 Reversionary Rights due to Change in Use. If during the twenty-five (25) years
after conveyance of approximately eight and one half (8.5) acres ("Parcel A") to UCR pursuant
to that certain between RDA and UCR dated as of
("Reversionary Period"), except for periods of construction of new facilities or repair of existing
facilities, UCR ceases to use or maintain the Subject Property for operation of the Medical
School or other educational purposes in accordance with the provisions of Section 2.1, then the
Subject Property and any improvements thereon shall revert to the SARDA following one
hundred eighty (180) days' notice to UCR and if UCR does not cure such default prior to the end
of such 180 day period. Such reversion of the Subject Property shall be free and clear of any and
all liens and encumbrances that may have been created by or with the approval of UCR, other
than utility easements and reasonable access easements.
2.4 Restriction on UCR's Transfer of the Subject Property and Rights and Obligations
Under this Agreement. During the Reversionary Period, except as provided in Section 2.1, UCR
shall not convey, sell, encumber, hypothecate, lease or otherwise transfer (collectively,
"Transfer") the Subject Property or any portion thereof, without the prior written consent of
72500.00000\7999554.2 2
SARDA, which consent may or may not be given in the sole and absolute discretion of SARDA,
except as provided in Section 2.1. If at any time after the Reversionary Period, UCR decides to
cease activities on the Subject Property and dispose of the Subject Property, it must first offer the
Subject Property, at fair market value, to CSU, and if CSU refuses to purchase the Subject
Property, then to SARDA. Fair market value shall be determined by agreement of UCR and
CSU, or SARDA, as appropriate. If the parties are unable to reach agreement, then fair market
value shall be determined by an appraisal performed by a MAI certified appraiser who is selected
by the acquiring party and whose costs shall be paid by the acquiring party.
Notwithstanding anything to the contrary set forth above, no sale or transfer of the Subject Property
shall be authorized or permitted during the Reversionary Period, except for solely educational
purposes (including purposes incidental to VCR's educational mission) which shall include but shall
not be limited to clinical and medical enterprises operated by or affiliated with UCR.
2.5 Obligation to Refrain from Discrimination. UCR covenants and agrees for itself
and its successors and assigns, and for every successor in interest to the Subject Property, or any
part thereof, and to its rights under the DDA, 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 Subject Property, and UCR 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, subleases, or vendors of the
Subject Property or any portion thereof.
2.6 Form of Nondiscrimination and Non -Segregation Clauses. UCR shall refrain
from restricting the rental, sale or lease of the Subject Property or any portion thereof, on the
basis of sex, age, handicap, marital status, race, color, religion, creed, ancestry or national origin
of any person. All deeds, leases or contracts shall contain or be subject to substantially the
following nondiscrimination or non -segregation clauses:
2.6.1 In deeds: "The grantee herein covenants by and for himself, his 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 sex, marital status, race, age, handicaps color, religion, creed, national origin or ancestry in the
sale, lease, sublease, transfer. use, occupancy, tenure or enjoyment of the land herein conveyed,
nor shall the grantee himself or any person claiming under or through him, 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, subleases or vendors in the
land herein conveyed. The foregoing covenants shall run with the land.
2.6.2 In leases: "The lessee herein covenants by and for himself, his heirs,
executors, administrators and assigns, and all persons claiming under or through him, 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 sex, marital status, race, age, handicap, color, religion, creed, national
origin or ancestry, in the leasing, subleasing, transferring, use, or enjoyment of the land herein
72500.00000\7999554.2 3
leased, nor shall the lessee himself, or any person claiming under or through him, establish or permit
any such practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy, of tenants, lessees, sublessees, subtenants or vendees in the
land herein leased."
2.6.3 In contracts relating to the sale or transfer of the Subject Property, or any
interest therein: "There shall be no discrimination against or segregation of any person or group
of persons on account of sex, marital status, race, age, handicap, color, religion, creed, national
origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of
the land, nor shall the transferee himself or any person claiming under or through him, 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 land."
2.7 Rights of Way. During the Reversionary Period, UCR shall provide the Director
of Public Works, City of Palm Desert (the "City"), 60 days' written notification of any proposed
new public right-of-way (or proposed changes to any existing public right-of-way), with an
opportunity for formal review and comments. UCR shall provide written responses to any
feedback within 15 days thereafter.
2.8 Improvements Subject to Review. During the Reversionary Period, the design,
height and location of any and all improvements on the Subject Property shall be subject to
review and comment by the City. At least 60 days prior to UCR approving any such
improvements, UCR shall provide its conceptual plan, including design, height and location of
all improvements to the City, which shall provide any written comments to UCR within 15 days
thereafter.
2.9 Restrictive Covenants. To the extent permitted by law, the Parties agree that the
covenants arid agreements set forth in the above Section 2.1 through Section 2.8 shall burden the
Subject Property and shall run with the land for the benefit of SARDA and its successors and
assigns, and that the same shall remain in effect in perpetuity unless stated otherwise within the
specific terms set out above. SARDA and its successors -in -interest may obtain by appropriate
legal action specific performance of these covenants and restrictions and injunctive relief
prohibiting the breach of such covenants and restrictions.
3. BINDING EFFECT.
3.1 The requirements which have been established pursuant to this Covenant and
Deed Restriction shall be deemed to run with the land in perpetuity.
3.2 This Covenant and Deed Restriction shall be binding upon the SARDA, UCR,
future owners, encumbrances, the successors, heirs, executors, administrators, and assigns of the
Parties hereto.
3.3 Every person or entity who now or hereafter owns or acquires any right, title, or
interest in or to any portion of the Subject Property shall be conclusively deemed to have
consented to and agreed to the terms of this Covenant and Deed Restriction, whether or not
72500.00000\7999554.2 4
reference to this Covenant and Deed Restriction is contained in the instrument by which such
person or entity acquires such right, title or interest.
4. RECORDATION OF COVENANT AND DEED RESTRICTION. This Covenant
and Deed Restriction shall be recorded in the records of Riverside County, California against the
Subject Property contemporaneously with the recordation of the grant deed conveying the
Subject Property to UCR. Time is of the essence.
5. REMEDIES. SARDA may, but is not required to, pursue any and all available legal
and/or equitable remedies to enforce the terms and the conditions of this Covenant and Deed
Restriction against UCR. In the event of a breach, any forbearance on the part of City to enforce
the terms and provisions hereof shall not be deemed a waiver of enforcement rights regarding
any subsequent breach.
6. ENTIRE COVENANT AND DEED RESTRICTION. This Covenant and Deed
Restriction contains the entire understanding between SARDA and UCR with respect to the
subject matter of this Covenant and Deed Restriction. Any prior agreements, promises,
negotiations or representations regarding the subject of this Covenant and Deed Restriction not
expressly set forth herein are of no force or effect. If any term, condition or covenant of this
Covenant and Deed Restriction is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions of this Covenant and Deed Restriction shall be valid and
binding. Any modification to this Covenant and Deed Restriction must be in writing, signed
SARDA and UCR and recorded in the County of Riverside, California.
7. INDEMNITY. To the fullest extent permitted by law, UCR shall defend, indemnify and
hold harmless SARDA, its officers, employees and agents against and from all actions, damages,
costs, liability, claims, losses, judgments, penalties and expenses of every type and description,
including, but not limited to, attorneys' fees, and any other fees and expenses incurred in
enforcing this provision; arising from or related in any way to this Covenant and Deed
Restriction, UCR's performance or failure to perform under this Covenant and Deed Restriction;
from any action or failure to act by UCR or its employees or agents in connection with this
Covenant and Deed Restriction; from the development of the Center or the use, ownership,
management, occupancy pr possession of the Subject Property; and any of UCR's activities on
the Subject Property (or the activities of UCR's agents, employees, lessees, representatives,
licensees, guests, invitees, contractors, subcontractors or independent contractors on the Subject
Property except to the extent SARDA, its agents or contractors, cause such loss or liability by
their negligence. UCR shall defend, at UCR's expense, including attorneys' fees and costs,
SARDA, its respective board or council members, officers, employees, representatives, agents,
attorneys and consultants, in any legal action or threatened legal action (including arbitrations
and mediations)based upon such alleged acts or omissions. SARDA may, in its discretion,
participate in the defense of any such legal action.
8. NO PRESUMPTION REGARDING DRAFTING. SARDA and UCR acknowledge
and agree that the terms and provisions of this Covenant and Deed Restriction have been
negotiated and discussed between them and their attorneys, and this Covenant and Deed
Restriction reflects a mutually acceptable description of the rights and obligations described
herein. Because of the nature of such negotiations and discussions, it would be inappropriate to
72500.00000\7999554.2 5
deem any party to be the drafter of this Covenant and Deed Restriction, and therefore, no
presumption for or against validity or as to any interpretation hereof based upon the identity of
the drafter shall be applicable in interpreting or enforcing this Covenant and Deed Restriction.
9. THIRD PARTY BENEFICIARY RIGHTS BY CITY. The provisions of this
Covenant and Deed Restriction shall be enforceable by City, as set forth within this Section 9.
City shall be considered an interest holder and a third -party beneficiary to this Covenant and
Deed Restriction, which interest shall give City the right to enforce this Covenant and Deed
Restriction, by action at law or in equity or by any other method available to City or to all
persons having any right, title or interest in, the Subject Property, the DDA or the Option
Agreement, their heirs, successive owners and assigns as provided in this Covenant and Deed
Restriction. City acknowledges by execution of this Covenant and Deed Restriction, that each of
the covenants, conditions and restrictions set forth in this Covenant and Deed Restriction benefit
City, and that City has a substantial interest to be protected with regard to assuring compliance
with, and enforcement of, this Covenant and Deed Restriction with regard to the performance of
all obligations under the DDA and Option Agreement, and any amendments thereto. All such
covenants, conditions and rights shall therefore be enforceable by City as provided above or in
the following manner:
9.1 If UCR at any time is in breach beyond any notice and cure period provided in
this Covenant and Deed Restriction, City shall provide UCR with notice of such a breach as
more particularly set forth elsewhere in this Covenant and Deed Restriction. If UCR, within the
time set forth in the notice provided, does not undertake and complete the cure of the breach,
then City may elect to enforce cure of such breach against UCR, including payment of any costs
through the procedures set forth in this Covenant and Deed Restriction.
9.2 No Waiver. No failure by City to enforce this Covenant and Deed Restriction, the
DDA or the Option Agreement, as to a default shall be deemed to be a waiver of the right or
power of City to enforce that same default, or a different default, at any later time.
9.3 No City Liability. The failure or refusal of City to exercise any of the rights
conferred by this Section 9 will not result in any liability to City and shall not give rise to a cause
of action against City, its agents, officers and employees, on the part of any person. No officer,
agent or employee of City shall be personally liable to UCR, or any constituent party of any of
such entities, for any action or inaction by City, its agents, officers and employees, under this
Covenant and Deed Restriction.
10. NOTICES. Any notices or other correspondence shall be sent to the following unless
either SARDA or UCR gives the other written notice of a change of address:
SARDA:
Successor Agency to
the Palm Desert Redevelopment Agency
Executive Director
73-510 Fred Waring Drive
Palm Desert, CA 92260
72500.00000\7999554.2 6
With a copy which shall
not constitute notice to:
UCR:
With a copy which shall
not constitute notice to:
CITY:
With a copy which shall
not constitute notice to:
Best Best & Krieger LLP
Attention: David Erwin
74-760 Highway 111, Suite 200
Indian Wells, CA 92210
Chancellor, University of California
Riverside, CA
Dean,
A. Gary Anderson Graduate School of Management
University of California
Riverside, CA
City of Palm Desert
City Manager
73-510 Fred Waring Drive
Palm Desert, CA 92660
Best Best & Krieger LLP
Attention: Robert W. Hargreaves
74-760 Highway 111, Suite 200
Indian Wells, CA 92210
Notice shall be effective upon personal delivery, delivery by courier service or three (3) business
days following deposit in the United States mail, postage prepaid, certified.
11. SECTION HEADINGS. The section headings contained in this Covenant and Deed
Restriction are for convenience and identification only and shall not be deemed to limit or define
the contents of the sections to which they relate.
12. ASSISTANCE OF COUNSEL. The Parties warrant as follows:
12.1 Each had the assistance of counsel or had counsel available to it, in the
negotiation for, and execution of, this Covenant and Deed Restriction, and all related documents,
and;
12.2 Each has lawfully authorized the execution of this Covenant and Deed
Restriction.
72500.00000\7999554.2 7
13. WAIVER. The Parties acknowledge that having entered into this Covenant and Deed
Restriction voluntarily, each Party waives any right to challenge the validity of this Covenant
and Deed Restriction or any other aspect of this Covenant and Deed Restriction, and further
waives any and all claims and causes of action concerning any effect this Covenant and Deed
Restriction may have on the value of the Subject Property.
IN WITNESS WHEREOF, the Owner has executed this COVENANT AND DEED
RESTRICTION effective as of the date first written above.
UCR: University of California, a California corporation
Date:
SARDA:
By:
Its:
Successor Agency to the Palm Desert
Redevelopment Agency, a public body, corporate
and politic as successor to the Palm Desert
Redevelopment Agency, a public body,
corporation and politic
Date: By:
Its:
CITY: City of Palm Desert, a California charter city
Date: By:
Its:
Attest:
, City Clerk
Approved as to form and content:
Robert Hargreaves, City Attorney
72500.00000\7999554.2 8
NOTARY ACKNOWLEDGMENT
(California All -Purpose Acknowledgment)
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , 2013 before me, , notary public,
personally appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
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 of Notary Public
(Place Notary Seal above)
72500.00000\7999554.2 9
NOTARY ACKNOWLEDGMENT
(California All -Purpose Acknowledgment)
STATE OF CALIFORNIA
COUNTY OF
On
) ss.
, 2013 before me, , notary public,
personally appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
(Place Notary Seal above)
WITNESS my hand and official seal.
Signature of Notary Public
72500.00000\7999554.2
10
EXHIBIT "A" TO
COVENANT AND DEED RESTRICTION
LEGAL DESCRIPTION OF SUBJECT PROPERTY
All that portion of Section 34, in Township 4 South, Range 6 East, San Bernardino Meridian, in
the County of Riverside, State of California, described as follows:
Beginning at the Northwest corner of Section 3, Township 5 South, Range 6 East, San
Bernardino Meridian, in the County of Riverside, State of California, which bears S 89° 49' 59"
W 783.33 feet from the Southeast corner of Section 33 in Township 4 South, Range 6 East;
Thence N 89° 49' 59" E 92.52 feet along the South line of said Section 33;
Thence N 0° 10' 01" W 81.00 feet to a line that is parallel with and distant 81.00 feet Northerly
from said South line of Section 33; said point being shown on a Record of Survey recorded in
Book 103, Pages 68 and 69, of Records of Survey of said County;
Thence N 89° 49' 59" E 82.84 feet along said parallel line and the Northerly right of way line of
Frank Sinatra Drive;
Thence N 42° 11' 33" E 998.61 feet to the beginning of a non -tangent curve, concave
Northeasterly, and having a radius of 965.50 feet; a radial line of said curve through said point
bears S 37° 44' 14" W;
Thence Southeasterly along said curve 194.29 feet through an angle of 11 ° 31' 46" to the true
point of beginning;
Thence continuing Southeasterly along said curve 761.54 feet through an angle of 45° 11' 32" to
the beginning of a compound curve, concave Southwesterly, and having a radius of 34.50 feet; a
radial line of said curve through said point of compound curvature bears N 18° 59' 04" W;
Thence Southeasterly along said curve 51.36 feet through an angle of 85° 17' 47";
Thence tangent to said curve S 23° 41' 17" E 127.01 feet to the beginning of a tangent curve
concave Southwesterly and having a radius of 452.50 feet;
Thence Southeasterly along said curve 185.83 feet through an angle of 23° 31' 49";
Thence S 0° 09' 28" E 194.00 feet;
Thence S 89° 50' 32" W 11.50 feet;
Thence S 44° 50' 32" W 124.45;
Thence S 89° 50' 32" W 100.00 feet;
Thence S 88° 30' 19" W 600.17 feet;
72500.00000\7999554.2 A-1
Thence S 89° 50' 32" W 37.45 feet;
Thence N 45° 09' 45" W 32.53 feet;
Thence S 89° 50' 32" W 11.50 feet;
Thence N 0° 09' 28" W 637.76 feet to the true point of beginning.
The parcel described herein contains 490,668 square feet, more or less.
72500.00000\7999554.2
A-2
OPTION AGREEMENT
THIS OPTION AGREEMENT (this "Agreement"), dated as of January 31, 2003
(the "Effective Date"), by and between the PALM DESERT REDEVELOPMENT
AGENCY, a public body, corporate and politic ("Seller"), and THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA, a California corporation, on behalf of its Riverside
campus ("Buyer").
RECITALS
A. Seller is the owner of that certain real property located at the northeast
corner of Frank Sinatra Drive and Cook Street within the City of Palm Desert, California,
within one mile of Interstate 10 and four miles from State Route 111, containing
approximately eleven (1 1) acres, which is more particularly described in Exhibit A
attached hereto and incorporated herein by this reference (the "Property"). Buyer desires
to have an option to purchase the Property if Buyer desires to expand the International
Center for Entrepreneurial Management (the "ICEM") to be operated under the auspices
of the A. Gary Anderson Graduate School of Management, University of California,
Riverside, that will be located on approximately eight (8) acres of real property adjacent
to the Property (the "Project").
B. In connection with the Project and this Agreement, Buyer, Seller and The
Richard J. Heckmann Foundation, a California mutual benefit corporation ("Heckmann"),
have entered into a Disposition and Development Agreement dated as of March 22, 2001,
that has been amended pursuant to the terms of a First Amendment of Disposition and
Development Agreement, dated of even date herewith (the "DDA"). Capitalized terms
not otherwise defined herein shall have the meaning ascribed thereto in the DDA.
C. Buyer desires to obtain an option to purchase the Property from Seller in
order to facilitate the expansion of the Project and Seller is willing to grant such an option
to Buyer on the terms and conditions hereinafter set forth.
AGREEMENT
IN CONSIDERATION of the above recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and
Buyer agree as follows:
ARTICLE I
GRANT OF OPTION
Section 1.1 Option and Term. As of the date hereof, Seller grants to Buyer an
option (the "Option") during the Term (as hereinafter defined) hereof to purchase from
Seller, subject to the terms, covenants and conditions set forth herein, the Property
P6402\0001 \721061.1
together with any and all rights, privileges and easements appurtenant thereto owned by
Seller. The term of the Option (the "Term") shall commence upon the date when
construction of the Phase I Center Improvements or Phase II Center Improvements by
Buyer is complete as provided in the DDA and shall expire at midnight upon the earlier
of (a) the date which is twenty-five (25) years thereafter, unless terminated as provided
herein, or (b) the date of termination of, or Event of Default by Buyer under, the DDA.
Notwithstanding anything to the contrary contained in this Agreement, this Agreement
shall terminate on February 28, 2006 if prior to such date (which date of February 28,
2006 is the contemplated completion date for the construction of the Phase I.I Center
Improvements and which date shall be extended by the same number of days as the
completion date for the construction of the Phase II Center Improvements may be
extended under the DDA) construction of the Phase 1 Center Improvements or Phase II
Center Improvements has not been completed as provided in the DDA.
Section 1.2 Exercise. If the following conditions precedent are met: (a) Buyer is
not in default hereunder or an Event of Default by Buyer has not occurred under the
DDA, (b) Buyer owns fee simple title to Parcel A and has completed construction of
either the Phase I Center Improvements or the Phase II Center Improvements as provided
in the DDA, (c) Buyer certifies or provides proof satisfactory to Seller that Buyer has the
necessary funding sufficient to construct and maintain improvements for the expansion of
ICEM's educational facilities (which expansion facilities shall be subject to review
pursuant to Section 4.2 of the DDA) (the "Expansion Facilities"), and (d) Buyer agrees in
writing that the Expansion Facilities shall be constructed upon all or a substantial portion
of the Property and be used and maintained as required by the DDA, then Buyer, during
the Term, may exercise the Option to purchase the Property by giving Seller written
notice (the "Option Notice"), inthe manner specified by Article VI hereunder, of its
intent to exercise the Option prior to the expiration of the Term.
Section 1.3 Purchase Price for the Property. The Purchase Price for the Property
shall be the sum of $1.00, based upon the fair reuse value of the Property subject to the
terms, conditions, and covenants of the DDA.
Section 1.4 Maintenance of Property During Option Period. During the Term,
but only prior to the Buyer's exercise of the Option, Seller shall maintain the Property in
a manner consistent with Seller's practices used with respect to other vacant property
owned by Seller and shall not voluntarily encumber the Property without the prior written
consent of Buyer which shall not be unreasonably withheld or delayed.
P6402\0001 \721061.1
ARTICLE II
'INTENTIONALLY RESERVED]
2
ARTICLE III
BUYER'S EXAMINATION
Section 3.1 Buyer's Independent Investigation Period. Seller grants to Buyer a
ONE HUNDRED TWENTY (120) day review period, the start of which shall be
established by Buyer providing a written notice to Seller, during which time Buyer is
permitted to enter upon the Property as provided in Section 3.2 herein, investigate all
matters surrounding Buyer's intended use of the Property and other relevant
investigations concerning the Property ("Buyer's Independent Investigation Period").
Buyer acknowledges and agrees that prior to the delivery of the Option Notice it will
have been given a full opportunity to inspect and investigate each and every aspect of the
Property, either independently or through agents of Buyer's choosing, including, without
limitation:
(a) All matters relating to title, together with all governmental and other legal
requirements such as taxes, assessments, zoning, use permit requirements
and building codes.
(b) The physical condition of the Property. Such examination of the physical
condition of the Property may include an examination for the presence or
absence of hazardous or toxic materials, substances or wastes, or
petroleum products or by-products (collectively, "Hazardous Materials"),
which shall be performed or arranged by Buyer at Buyer's sole expense.
(c) Any recorded easements and/or visible access rights affecting the
Property.
(d) Any other documents or agreements of significance affecting the Property,
provided such documents or agreements have been recorded, are part of
the public records or are otherwise disclosed by Seller.
(e) All other matters affecting the Property.
Section 3.2 Entry onto the Property by Buyer. Seller agrees to permit Buyer or
its representatives to enter onto the Property at any time during Buyer's Independent
Investigation Period for the purpose of making reasonable studies, investigations,
engineering tests or surveys. All such studies, investigations, tests or surveys are to be
made at Buyer's expense. Prior to any entry to perform any invasive testing Buyer shall
give Seller seventy-two (72) hours' advance written notice thereof directed to Mr. Carlos
Ortega, telephone: (760) 346-0611, facsimile (760) 341-6372, including with such notice
the identity of the company or persons who will perform such testing and the proposed
scope of the testing. If Buyer or its agents, employees or contractors take any sample
from the Property in connection with any such testing, Buyer shall provide to Seller a
portion of such sample being tested to allow Seller, if it so chooses, to perform its own
testing. Seller, or its representative(s), may be present to observe any testing or other
inspection performed on the Property. Buyer shall promptly deliver to Seller copies of
P6402\0001\721061.1
3
any reports relating to any studies, investigations, testing or other inspection of the
Property performed by Buyer or its agents, employees or contractors. In the event Buyer
does not exercise the Option, any damage to the Property caused by Buyer's
investigations shall be restored to as good a condition as previously existed, including
without limitation the appropriate closure of any test wells which may be drilled on the
Property.
Buyer shall maintain, and shall assure that its contractors maintain, public liability
and property damage insurance in the amount of at least Two Million Dollars
($2,000,000) and in form and substance adequate to insure against all liability of Buyer
and its agents, employees or contractors arising out of any entry or inspections of the
Property pursuant to the provisions hereof, provided that in Buyer's case, Buyer shall be
entitled to maintain an equivalent program of self-insurance. Buyer shall provide Seller
with evidence of all such insurance coverage within five (5) business days of Seller's
request and prior to any entry upon the Property. Buyer shall defend, indemnify and hold
Seller harmless from and against any costs, damages, liabilities, losses, expenses, liens or
claims (including, without limitation, reasonable attorney's fees) arising out of or relating
to any entry on the Property by Buyer, its agents, employees or contractors in the course
of performing the inspections, testing or inquiries provided for in this Agreement, but
only in proportion to and to the extent that any such costs, damages, liabilities, losses,
expenses, liens or claims (including, without limitation, attorney's fees) arise from the
negligent or wrongful acts or omissions of Buyer, its officers, agents, or employees. The
foregoing indemnity shall survive beyond the Closing, or if the sale is not consummated,
beyond the termination of this Agreement.
Section 3.3 Buyer's Acknowledgment. BUYER SPECIFICALLY
ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS
PURCHASING THE .PROPERTY ON AN "AS IS," "WHERE IS" AND "WITH ALL
FAULTS" BASIS AND THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN,
BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF
ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS
AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY,
INCLUDING WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical
condition of the Property, (ii) the quality, nature, adequacy, and physical condition of
soils, geology and any ground water, (iii) the existence, quality, nature, adequacy and
physical condition of utilities serving the Property, (iv) the development potential of the
Property, and the Property's use, habitability, merchantability, or fitness, suitability,
value or adequacy of the Property for any particular purpose, (v) the zoning or other legal
status of the Property or any other public or private restrictions on use of the Property,
(vi) the compliance of the Property or its operation with any applicable codes, laws,
regulations, statutes, ordinances, covenants, conditions and restrictions of any
governmental or quasi- governmental entity or of any other person or entity, (vii) the
presence of Hazardous Materials on, under or about the Property or the adjoining or
neighboring property, (viii) the condition of title to the Property, (ix) any agreements
affecting the Property and (x) the economics of the Property.
P6402\0001\721061.1
4
Section 3.4 Release. Without limiting the above, Buyer on behalf of itself and its
successors and assigns waives its right to recover from, and forever releases and
discharges, Seller, Seller's subsidiaries, parents and affiliates, the partners, trustees,
shareholders, directors, officers, employees and agents of each of them, and their
respective heirs, successors, personal representatives and assigns (collectively, the "Seller
Related Parties"), from any and all demands, claims, legal or administrative proceedings,
losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses
whatsoever (including, without limitation, attorney's fees and costs), whether direct or
indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in
any way be connected with the physical condition of the Property or any law or
regulation applicable thereto, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42
U.S.A. Sections 6901 et seq.), the Resources Conservation and Recovery Act of 1976 (42
U.S.A. Section 6901 et seq.), the Clean Water Act (33 U.S.A. Section 1251, et seq.), the
Safe Drinking Water Act (14 U.S.A. Section 1401 et sue.), the Hazardous Materials
Transportation Act (49 U.S.A. Section 1801, et scgc .), the Toxic Substance Control Act
(15 U.S.A. Section 2601, et seg.), the California Hazardous Waste Control Law
(California Health and Safety Code Section 25100, et seq.), the Porter -Cologne Water
Quality Control Act (California Water Code Section 13000 et sea.), and the Safe
Drinking Water and Toxic Enforcement Act of 1986 (California Health and Safety Code
Section 25249.5, et. seg.). However, in no event shall the foregoing be construed as a
release of any third parties other than Seller and the Seller Related Parties, and the
foregoing shall not release the Seller or the Seller Related Parties from any liability
arising out of Seller's or the Seller Related Parties' willful misconduct or negligent
actions occurring after Closing (as hereinafter defined).
Buyer expressly waives the benefits of Section 1542 of the California Civil Code,
which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO
CLAI.MS WHICH THE CREDITOR DOES NOT KNOW OR EXPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
TO HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE
DEBTOR."
Initials of
Seller
Section 3.5 Representations and Warranties of Seller. Seller represents and
warrants to Buyer that Seller is a public body, corporate and politic, duly organized,
validly existing and in good standing under the laws and the Constitution of the State of
California and that this Agreement and all documents executed by Seller which are to be
delivered to Buyer (i) are or at the time of Closing will be duly authorized, executed and
delivered by Seller and (ii) are or at the time of Closing will be legal, valid and binding
obligations of Seller.
Section 3.6 Representations and Warranties of Buyer. Buyer represents and
warrants to Seller that Buyer is a constitutional corporation established by the
Constitution of the State of California and that this Agreement, and all documents
P6402\0001 \721061.1
5
executed by Buyer which are to be delivered to Seller (i) are or at the time of Closing will
be duly authorized, executed and delivered by Buyer, (ii) are or at the time of Closing
will be legal, valid and binding obligations of Buyer, and (iii) do not and at the time of
Closing will not violate any provision of any agreement or judicial order to which Buyer
is a party or to which Buyer is subject.
Section 3.7 Survival of Representations and Warranties. All representations and
warranties of Seller and Buyer contained in this Agreement shall survive the Closing,
provided that in the case of breach of either the Buyer's or Seller's representations, each
must give each other written notice of any claim it may have for a breach of any such
representation or warranty within six (6) months of the Closing. Any claim which either
party may have at any time, whether known or unknown, which is not asserted within
such 6-month period shall not be valid or effective, and the respective party shall have no
liability with respect thereto.
ARTICLE IV
CLOSING AND ESCROW
Section 4.1 Conveyance. Conveyance shall be by the Grant Deed subject to all
matters of record.
Section 4.2 Evidence of Title. Prior to Closing, and as a condition of Closing for
Buyer's benefit, Buyer shall obtain at Buyer's sole cost a California Land Title
Association ("CLTA") or an American Land Title Association ("ALTA") Policy of Title
Insurance in an amount reasonably determined by Buyer, committing to insure in Buyer
good and merchantable title in fee simple, free and clear of all liens and encumbrances
except those which are reasonably acceptable to Buyer. All title policies and
endorsements of any kind shall be at Buyer's sole cost and expense.
Section 4.3 Escrow Instructions. Upon execution of this Agreement, the parties
hereto shall deposit an executed counterpart of this Agreement with a California licensed
title company that is mutually selected by Buyer and Seller (the "Title Company"), and
this instrument shall serve as the instructions to the Title Company as the escrow holder
for consummation of the purchase and sale contemplated hereby. Seller and Buyer agree
to execute such reasonable additional and supplementary escrow instructions as may be
appropriate to enable the Title Company to comply with the terns of this Agreement;
provided, however, that in the event of any conflict between the provisions of this
Agreement and any supplementary escrow instructions, the terms of this Agreement shall
control.
Section 4.4 Closing. The closing of the sale hereunder (the "Closing") shall be
held and delivery of all items to be made at Closing under the terms of this Agreement
shall be made at the offices of the Title Company within sixty (60) days after Seller's
receipt of the Option Notice before 1:00 p.m. local time, or such other later date and time
as Buyer and Seller may mutually agree upon in writing (the "Closing Date"). Such date
P6402\0001\721061.1
6
and time may not be extended without the prior written approval of both Seller and
Buyer.
Section 4.5 Deposit of Documents.
(a) At or before the Closing, Seller shall deposit into escrow the following
items:
(1)
the duly executed and acknowledged Grant Deed conveying the
Property to Buyer;
(2) an affidavit pursuant to Section 1445 (b) (2) of the Federal Code,
that Seller is not a "foreign person" within the meaning of Section
1445 (f) (3) of the Federal Code; and properly executed California
Form 590 certifying that Seller has a permanent place of business
in California or is qualified to do business in California.
(b) Buyer and Seller shall each deposit such other instruments as are
reasonably required by the Title Company or otherwise required to close
the escrow and consummate the purchase and sale of the Property in
accordance with the terms hereof.
Section 4.6 Proration.
(a) Real property taxes and assessments; water, sewer and utility charges;
annual permits and/or inspection fees (calculated on the basis of the period
covered); and any other expenses normal to the operation and maintenance
of the Property shall be prorated as of 12:01 a.m. on the date the deed is
recorded, on the basis of a 365-day year. Seller and Buyer hereby agree
that if any of the aforesaid prorations cannot be calculated as soon as
reasonably practicable after the Closing Date, then either party owing the
other party a sum of money based on such subsequent proration(s) shall
promptly pay said sum to the other party.
(b) Any transfer taxes applicable to the sale, title premiums, and recording
charges shall be paid by Buyer, as shall escrow fees as the parties intend
that any and all expenses of the escrow and the sale and transfer of the
Property shall be paid by Buyer.
Section 4.7 Possession. Possession of the Property shall be given to Buyer on the
Closing Date.
ARTICLE V
TERMINATION UPON DEFAULT
Upon any default by Buyer in the payment of any amounts due hereunder or
under the DDA, Seller may elect, by written notice to Buyer, to terminate this Agreement
P640210001\721061.1
7
unless such monetary default is cured to Seller's satisfaction within fifteen (15) days of
Buyer's receipt of Seller's notice. Upon any non -monetary default by Buyer pursuant to
this Agreement or the DDA, Seller may elect, by written notice to Buyer, to terminate
this Agreement unless such non -monetary default is cured to Seller's satisfaction within
thirty (30) days of Buyer's receipt of Seller's notice, provided, however, that such 30-day
period shall be extended to a maximum of sixty (60) days if Buyer has commenced such
cure within the thirty (30) day period and is diligently prosecuting such cure to
completion. Without limiting the foregoing, this Agreement may be terminated by Seller
as provided in the DDA. Upon any such termination of this Agreement, neither party
shall have any further rights, obligations, or liabilities hereunder except as expressly
provided herein for matters surviving such termination.
ARTICLE VI
NOTICES
Section 6.1 Notices. When notices are provided for herein, the same shall be in
writing and served upon the parties at the addresses listed in this Section. Any notice
shall be either (i) sent by U.S. registered or certified mail, return receipt requested, in
which case it shall be deemed delivered three (3) business days after being deposited in
the U.S. mail; or (ii) sent by nationally recognized overnight courier, in which case it
shall be deemed delivered one (1) business day after deposit with such courier; or (iii)
sent by telecommunication ("Fax") during normal business hours in which case it shall be
deemed delivered on the day sent, provided as to items (ii) and (iii) that a duplicate
original is sent by registered or certified mail, return receipt requested on the same day
the original notice was sent. The addresses and Fax numbers listed in this Section may
be changed by written notice to the other parties, provided, however, that no notice of
change of address or Fax number shall be effective until the date of delivery of such
notice. Copies of notices are for informational purposes only and a failure to give or
receive copies of any notice shall not be deemed a failure to give notice.
SELLER: Mr. Carlos L. Ortega
Executive Director
Palm Desert Redevelopment Seller
73-510 Fred Waring Drive
Palm Desert, California 92260
Telephone: (760) 346-0611
Facsimile: (760) 341-6372
With a Copy to:
P6402\0001\721061.1
Richards, Watson & Gershon
A Professional Corporation
355 South Grand Avenue, 40th Floor
Los Angeles, California 90071
Attention: William L. Strausz, Esq.
Telephone: (213) 626-8484
Facsimile: (213) 626-0078
8
BUYER:
With a copy to:
And to:
University of California, Riverside
Attn: C. Michael Webster
Vice Chancellor Administration
4123 Hinderaker Hall
Riverside, California 92521
Telephone: (909) 787-2680
Facsimile: (909) 787-2381
University of California, Riverside
Attn: Lisa Hjulberg, Real Estate Services Manager
B-206 Highlander Hall
Riverside, California 92512
Telephone: (909) 787-3388
Facsimile: (909) 787-3299
University of California
Office of the President
Attn: Real Estate Services Group
1111 Franklin Street, 6th Floor
Oakland, California 94607-5200
Telephone: (510) 987-9033
Or to such other address as either party may from time to time specify in writing to the
other party. Any notice shall be effective only upon delivery.
ARTICLE V I I
MISCELLANEOUS
Section 7.1 Applicable Law. This Agreement shall be controlled, construed, and
enforced according to the laws of the state of California.
Section 7.2 Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may not be
modified except in writing by both parties hereto.
Section 7.3 Buyer's Assignment. Buyer's rights and obligations hereunder shall
not be assignable without the prior written consent of Seller (which consent may be given
or withheld in the exercise of Seller's sole discretion), provided that Buyer shall in no
event be released from any of its obligations or liabilities hereunder if Seller approves of
any such assignment. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.
Section 7.4 Seller's Consent. Except as expressly set forth herein to the contrary,
whenever any document or action contemplated herein requires the consent or approval
of Seller, such consent or approval shall be given by Seller in its sole and absolute
discretion.
P6402\0001 \721061.1
9
Section 7.5 Time. Time is of the essence in the performance of each party's
respective obligations contained herein.
Section 7.6 Attorney's Fees. If either party hereto fails to perform any of its
obligations under this Agreement or if any dispute arises between the parties hereto
concerning the meaning or interpretation of any provision of this Agreement, then the
defaulting party or the party not prevailing in such dispute, as the case may be, shall pay
any and all costs and expenses incurred by the other party on account of such default
and/or in enforcing or establishing its rights hereunder, including, without limitation,
court costs and reasonable attorneys' fees and disbursements. Any such attorney's fees
and other expenses incurred by either party in enforcing a judgment in its favor under this
Agreement shall be recoverable separately from and in addition to any other amount
included in such judgment, and such attorneys' fees obligation is intended to be severable
from the other provisions of this Agreement and to survive and not be merged into any
such judgment.
Section 7.7 No Merger. The obligations contained hereunder shall not merge
with the transfer of title to the Property but shall remain in effect until fulfilled.
Section 7.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.
Section 7.9 Seller's Assignment. Seller may assign all of its obligations
hereunder to an affiliated body or entity which shall assume the obligations of Seller
hereunder which accrue from and after the date of such assignment.
Section 7.10 Limited Liability. The obligations of Seller are intended to be
binding only upon the Property of Seller and shall not be personally binding upon, nor
shall any resort be had to, the private properties of any of its officers, directors or
shareholders, or any employees or agents of Seller or of its affiliated entities.
Section 7.11 Amendments. This Agreement may be amended or modified only
by a written instrument signed by Buyer and Seller.
Section 7.12 Confidentiality and Return of Documents. Buyer and Seller shall
each maintain as confidential any and all information obtained about the other and shall
not disclose such information to any third party, except pursuant to law. If this
Agreement terminates, Buyer shall return to Seller all materials relating to the Property
which Buyer received from Seller or any other party. This provision shall survive the
Closing or any termination of this Agreement.
Section 7.13 Interpretation of Agreement. The article, section and other
headings of this Agreement are for convenience and reference only and shall not be
construed to affect the meaning of any provision contained herein. Where the context so
requires, the use of the singular shall include the plural and vice versa and the use of the
masculine shall include the feminine and the neuter. The term "person" shall include any
P6402\0001 \721061.1
10
individual, partnership, joint venture, corporation, trust, unincorporated association, any
other entity and any government or any department or Seller thereof, whether acting in an
individual, fiduciary or other capacity.
Section 7.14 Memorandum of Option. The parties shall execute and
acknowledge a Memorandum of Option in the form attached hereto as Exhibit B. Buyer
shall have the right to record the Memorandum in the Office of the Recorder of Riverside
County, California.
(signature page follows)
P6402\0001\721061.1
11
The parties hereto have executed this Agreement as of the respective dates written
below.
SELLER:
PALM DESERT REDEVELOPMENT
AGENCY, a public body, corporate and
corporation,
politic
ATTEST:
By:
Secretary
APPROVED AS TO FORM:
Richards, Watson & Gershon,
a professional corporation
By:
Agency Attorney
P6402\0001\72 I061.1
12
BUYER:
REGENTS OF THE UNIVERSITY
OF CALIFORNIA, a California
on behalf of its Riverside campus
i
. MULLINIX
`NInR VICE PRESIDENT
T (SINESS AND FINANCE
Date: Pe 1. 5, OI:�3
EXHIBIT A
UCR -- Parcel B
Legal Description
All that portion of Section 34, in Township 4 South, Range 6 East, San Bernardino
Meridian, in the County of Riverside, State of California, described as follows:
Beginning at the Northwest corner of Section 3, Township 5 South, Range 6 East, San
Bernardino Meridian, in the County of Riverside, State of California, which bears S 89°
49' 59" W 783.33 feet from the Southeast corner of Section 33 in Township 4 South,
Range 6 East;
Thence N 89° 49' 59" E 92.52 feet along the South line of said Section 33;
Thence N 0° 10' 01" W 81.00 feet to a line that is parallel with and distant 81.00 feet
Northerly from said South line of Section 33; said point being shown on a Record of
Survey recorded in Book 103, Pages 68 and 69, of Records of Survey of said County;
Thence N 89° 49' 59" E 82.84 feet along said parallel line and the Northerly right of way
line of Frank Sinatra Drive;
Thence N 42° 11' 33" E 998.61 feet to the beginning of a non -tangent curve, concave
Northeasterly, and having a radius of 965.50 feet; a radial line of said curve through said
point bears S 37° 44' 14" W;
Thence Southeasterly along said curve 194.29 feet through an angle of 11 ° 31' 46" to the
true point of beginning;
Thence continuing Southeasterly along said curve 761.54 feet through an angle of 45° 11'
32" to the beginning of a compound curve, concave Southwesterly, and having a radius
of 34.50 feet; a radial line of said curve through said point of compound curvature bears
N 18° 59' 04" W;
Thence Southeasterly along said curve 51.36 feet through an angle of 85° 17' 47";
Thence tangent to said curve S 23° 41' 17" E 127.01 feet to the beginning of a tangent
curve concave Southwesterly and having a radius of 452.50 feet;
Thence Southeasterly along said curve 185.83 feet through an angle of 23° 31' 49";
Thence S 0° 09' 28" E 194.00 feet;
Thence S 89° 50' 32" W 11.50 feet;
Thence S 44° 50' 32" W 124.45;
Thence S 89° 50' 32" W 100.00 feet;
Thence S 88° 30' 19" W 600.17 feet;
Thence S 89° 50' 32" W 37.45 feet;
Thence N 45° 09' 45" W 32.53 feet;
Thence S 89° 50' 32" W 11.50 feet;
P640210001\721061.1
A-1
Thence N 0° 09' 28" W 637.76 feet to the true point of beginning.
The parcel described herein contains 490,668 square feet, more or less.
P6402\0001 \721061. I
A-2
EXHIBIT B
FORM OF MEMORANDUM OF OPTION
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Palm Desert Redevelopment Agency
73-510 Fred Waring Drive
Palm Desert, California 92260
Attn: Executive Director
Exempt From Recording Fee Pursuant
to Government Code Section 61.03
MEMORANDUM OF OPTION
THIS MEMORANDUM OF OPTION ("Memorandum") is hereby entered into as
of January 31, 2003, by and between PALM DESERT REDEVELOPMENT AGENCY,
a public body corporate and politic ("Seller"), and 'THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA, a California corporation, on behalf of its Riverside
campus ("Buyer").
RECITALS
A. Seller is the owner of that certain real property located at the northeast
corner of Frank Sinatra Drive and Cook Street within the City of Palm Desert, California,
within one mile of Interstate 10 and four miles from State Route 111, containing
approximately eleven (11) acres, which is more particularly described in Exhibit A
attached hereto and incorporated herein by this reference (the "Property"). Buyer desires
to have an option to purchase the Property if Buyer desires to expand the International
Center for Entrepreneurial Management (the "ICEM") to be operated under the auspices
of the A. Gary Anderson Graduate School of Management, University of California,
Riverside, that will be located on approximately eight (8) acres of real property adjacent
to the Property (the "Project").
B. In connection with the Project, Buyer, Seller and The Richard J.
Heckmann Foundation, a California mutual benefit corporation ("Heckmann"), have
entered into a Disposition and Development Agreement, dated as of March 22, 2001, that
has been amended pursuant to the terms of a First Amendment of Disposition and
Development Agreement, dated of even date herewith (the "DDA"). Also, pursuant to
the DDA, Seller and Buyer entered into an Option Agreement, dated of even date
herewith, regarding the potential sale of the Property (the "Option Agreement").
Pursuant to the DDA and the Option Agreement, the parties agreed, among other things,
P6402\0001\721061.1
B-1
to execute this Memorandum for recording in the Office of the .Recorder of Riverside
County, California.
C. Copies of the DDA and the Option Agreement are available for public
inspection at Seller's office at 73-510 Fred Waring Drive, Palm Desert, California 92260.
NOW, THEREFORE, the parties hereto certify as follows:
1. Seller, pursuant to the Option Agreement, has granted Buyer an option to
purchase the Property upon the terms and conditions provided for therein, for the
purposes of the development, operation and maintenance thereon of an educational
facility for the benefit of the community of the City of Palm Desert.
2. Unless earlier terminated, the term of the Option Agreement shall expire as
provided in Section 1.1 of the Option Agreement.
3. This Memorandum is not a complete summary of the DDA or the Option
Agreement and shall not be used to interpret the provisions of any of the documents.
Witness the signatures of the authorized representatives of the parties as of the
date first set forth above but actually on the dates set forth in the acknowledgments
below.
SELLER:
PALM DESERT
REDEVELOPMENT AGENCY
BUYER:
REGENTS OF THE
UNIVERSITY OF CALIFORNIA,
a California corporation,
on behalf of its Riverside campus
By:
Title:
By:
Title:
P6402\0001 \721061.1
B-2
ATTEST:
Secretary
STATE OF CALIFORNIA )
COUNTY OF )
SS.
On , 2003 before me, , personally
appeared personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she./they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary public
[SEAL]
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , 2003 before me, , personally
appeared personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she./they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary public
[SEAL]
P6402\0001 \721061.1
B-3
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , 2003 before me, , personally
appeared personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary public
[SEAL]
STATE OF CALIFORNIA
COUNTY OF
) ss.
On , 2003 before me, , personally
appeared personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s) or the
entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary public
[SEAL]
P6402\0001 \721061.1
B-4
EXHIBIT A
TO MEMORANDUM OF OPTION
UCR -- Parcel B
Legal Description
All that portion of Section 34, in Township 4 South, Range 6 East, San Bernardino
Meridian, in the County of Riverside, State of California, described as follows:
Beginning at the Northwest corner of Section 3, Township 5 South, Range 6 East, San
Bernardino Meridian, in the County of Riverside, State of California, which bears S 89°
49' 59" W 783.33 feet from the Southeast corner of Section 33 in Township 4 South,
Range 6 East;
Thence N 89° 49' 59" E 92.52 feet along the South line of said Section 33;
Thence N 0° 10' 01" W 81.00 feet to a line that is parallel with and distant 81.00 feet
Northerly from said South line of Section 33; said point being shown on a Record of
Survey recorded in Book 103, Pages 68 and 69, of Records of Survey of said County;
Thence N 89° 49' 59" E 82.84 feet along said parallel line and the Northerly right of way
line of Frank Sinatra Drive;
Thence N 42° 11' 33" E 998.61 feet to the beginning of a non -tangent curve, concave
Northeasterly, and having a radius of 965.50 feet; a radial line of said curve through said
point bears S 37° 44' 14" W;
Thence Southeasterly along said curve 194.29 feet through an angle of 11 ° 31' 46" to the
true point of beginning;
Thence continuing Southeasterly along said curve 761.54 feet through an angle of 45° 11'
32" to the beginning of a compound curve, concave Southwesterly, and having a radius
of 34.50 feet; a radial line of said curve through said point of compound curvature bears
N18°59'04"W;
Thence Southeasterly along said curve 51.36 feet through an angle of 85° 17' 47";
Thence tangent to said curve S 23° 41' 17" E 127.01 feet to the beginning of a tangent
curve concave Southwesterly and having a radius of 452.50 feet;
Thence Southeasterly along said curve 185.83 feet through an angle of 23° 31' 49";
Thence S 0° 09' 28" E 194.00 feet;
Thence S 89° 50' 32" W 11.50 feet;
Thence S 44° 50' 32" W 124.45;
Thence S 89° 50' 32" W 100.00 feet;
Thence S 88° 30' 19" W 600.17 feet;
Thence S 89° 50' 32" W 37.45 feet;
Thence N 45° 09' 45" W 32.53 feet;
P6402\0001\721061.1
B-5
Thence S 89° 50' 32" W 11.50 feet;
Thence N 0° 09' 28" W 637.76 feet to the true point of beginning.
The parcel described herein contains 490,668 square feet, more or less.
P6402\0001 \721061.1
B-6
UNIVEEl'Y OF cALII.012NIA
IVRSIDE
John M. Wohlmuth
City Manager
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260-2578
RE: UCR Request to Exercise Option for Parcel "B" Fee Title
Dear John,
Capital Programs
1223 University Avenue; Suite 240
Riverside, CA 92521-0101
June 5, 2012
In conjunction with the Disposition and Development Agreement (DDA) (2001) and First
Amendment (2002), UCR wishes to exercise the option to acquire fee title for "Parcel B" as
described in the DDA documents (approximately 11 acres).
UCR's interest in acquiring fee title for Parcel B is in the context of ongoing development of
program opportunities for UCR's School of Medicine (SOM) in the Palm Desert area. Detailed
program development will commence in July 2012 under the aegis of the SOM's Dean, Richard
Olds. Some of the program areas intended for location and development on the Parcel B site
include, but are not limited to the following:
• Health, Wellness, and Patient Education facilities;
• Graduate Medical Education facilities;
• Continuing Medical Education facilities;
• Teaching and Clinical Care facilities;
• Medical Offices and Faculty Offices;
• Potential Future Graduated Senior Living facilities; and,
• Infrastructure and Parking associated with the above.
As plans for Parcel B develop, UCR would welcome the chance for review and input from the
City of Palm Desert. In this context UCR would also be open to explore any partnership
opportunities with the City of Palm Desert that would benefit the community.
I look forward to working on the next steps of the Parcel B fee title acquisition with your office.
Sincerely, )
TimothlD. Ralston, AIA
Associate Vice Chancellor — Capital Programs
Cc: Assistant Vice Chancellor Walton
Chief Operating Officer Hedges
Phone 951-827-2433 Fax 951.827-3299
RUNIV1175I1Y Of CAL 1010 41A School of
VERSIDE Medicine
November 19, 2012
Mr. John Wohlmuth, City Manager
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, California 92260
Re: Transfer of Parcel B, UCR Paim Desert Campus
Dear John:
Attached is information for the development concept illustrating the UCR School of Medicine's intent
and commitment to develop a complex of ambulatory clinical facilities should transfer of Parcel B, UCR
Palm Desert Center be made to the UC Regents, and the UCR campus.
The concept is just a schema, and much more effort to detail and flesh out the financials of the business
plan needs to be completed over the next several months, but we hope that our attachment demonstrates
the resources and effort in advance of the proposed land transfer. This conceptual plan outlines our
potential delivery models, with details to be gained only after formal RFP and/or RFI processes and
associated due diligence are undertaken.
The generous opportunity provided by the successor agency of the City of Paim Desert Redevelopment
Agency of the 11 acre parcel for UCR Health will enable development of Parcel B as the hub of UCR
Health in Coachella Valley. This development, along with the reassignment of the existing buildings at
UCR Palm Desert, will enable the UCR School of Medicine and UCR Health to bring clinical care,
education, research, community service and economic stimulus to the entire region.
We extend our deepest appreciation again for the time and effort which have brought us to this point, and
appreciate the advice and counsel provided by staff of the City of Palm Desert throughout the process.
We hope that our submittal reflects adequately the key components needed for review and approval of our
request to exercise the option for Parcel B.
We look forward to working very closely in partnership and collaboration for building the educational
and clinical foundation of the UCR School of Medicine and UCR Health, and making tangible
improvements on access and quality to improve the health and wellness of the Coachella Valley
populations we serve.
Sincerely,
G. Richard Olds, MD
Vice Chancellor, Health Affairs
Dean, School of Medicine
Page 1 of 7
RUNIVLNSIlY Of GALIIOltNIA School of
ivERsiDE Medicine
UCR SCHOOL OF MEDICINE/UCR HEALTH
PARCEL B
OVERALL PROGRAM ELEMENTS, TIMING, PROJECT DELIVERY AND FINANCING STRATEGY:
KEY PROGRAMMATIC ELEMENT:
PHASE I
A: Clinical building 1
• Internal Medicine
• Internal Medicine Geriatrics
• Internal Medicine Sub -specialties
• Shell for Clinical Expansion
B: Core Ancillary building
• Clinical lab
• Radiology services
• Pharmacy
D: Surgery Center and Medical Office building
• Surgery Center
• Medical Office budding
• Shell for Clinical Expansion
PHASE I OR PHASE II
C: Geriatric Activity Center
• Rehabilitation Services
• Indoor Pool
Phase I buildout are critical facilities for the development of the clinical education foundation for both
undergraduate medical and graduate medical education (residency) programs in primary care and
primary care specialities.
PHASE II
Phase II programming is the reserve of net Parcel B buildable space for clinical and operational
expansion. Responding to the need to expand other clinical services beyond primary care, Phase II will
program shell space reserved in Phase 1 for future growth and expansion including general surgery and
well as other surgical specialties. Surgery Center planning will incorporate Phase I as well as Phase II
future expansion.
Page 2 of 7
I,INivEHSiIY Of CALIfOHNIA IvERsIDE School of
Medicine
ESTIMATED SCHEDULE:
Preliminary estimate of project delivery estimated at 30 — 36 months from September 2013, estimated
delivery March to September 2016.
Calendar Year 201Z
11/20 UCR submits MOU components to City of Paim Desert
12/3 Oversight Board of the Palm Desert Successor Agency to the Palm Desert
Redevelopment Agency approves the transfer of Parcel B to UCR
12/6 Palm Desert forwards transfer documents to Department of Finance for 60 day review.
12/13 Successor Agency to the Palm Desert Successor Agency to the Palm Desert
Redevelopment Agency approves the transfer of Parcel B to UCR
12/13 UCR team begins drafting RFQ as step 1 of selecting a private partner.
YEAR 2013
2/6 Department of Finance completes review of transfer (please note the DOF may approve
or object at this point. The DOF may request additional information within the 60 day
review period. If DOF objects to the transfer, the City of Palm Desert can request a
Meet and Confer meeting.
2/7 Assuming approval by the DOF, Palm Desert staff can record Quit Claim Deed with the
County of Riverside to implement the transfer of land
By 3/1 UC President Yudof accepts transfer; Parcel B becomes Regents property. (Assumes
CEQA work necessary for transfer can be successfully completed by this date)
3/1 UCR releases and advertises RFQ
4/1 RFQ responses due to UCR
5/1 UCR develops, releases and advertises RFP, based on RFQ responses and other inputs
6/1 RFP responses due to UCR
7/1 Based on RFP responses, UCR team creates a short list of 3 to 4 firms and invites them
to campus to make presentations in early to mid -July. RFP should include mandatory
presentation dates at the Paim Desert site.
8/15 UCR selects first choice and negotiates development agreement
Page 3 of 7
UNIVLI SIIY 01 CALIFOF1141A OOOI
IvERsIDE Medicine
9/159/15 Development agreement is executed by UCR and private partner and the project moves
to implementation.
Notes: The CEQA work needed to construct the project should be scoped and integrated into the above
schedule and made part of the RFP, if not the RFQ, even though the work would be done by UC.
PROGRAMMATIC RE -PURPOSING ELEMENTS OF PHASE I:
The preliminary ideas and plans to repurpose the existing facilities at the Palm Desert campus Parcel A
(Heckmann I and II) are integrated with the plans for programming of Parcel B. New clinical facilities of
Parcel B have connections and linkages to programmatic elements of the repurposed facilities, including:
• Population Based Health Outcomes Research unit
• Center for Healthy Learning, Living and Aging
• Continuing Medical Education, lifelong learning opportunities
• Co -location of non-UCR affiliated non -profits in the Coachella Valley (HARC, Pathways for
Success, Clinton Foundation (Alliance for Healthier Generations and Health Matters) to reside
together on the campus.
The common element of these groups is their shared passion and goals toward improving the health of
the community and residents of the Valley, and by bringing them together at Palm Desert, we may be
able to provide a neighborhood where collaboration, partnership and synergy might ignite and flourish,
and duplicative efforts might be minimized.
DEVELOPMENT AND FINANCING STRATEGY:
The clinical programs comprising Phase 2 of the UCR School of Medicine Palm Desert campus would be
delivered through a public/private partnership.
UCR would provide the land, so-called parcel B, for construction of the dinical and support facilities under
a Tong -term ground lease to a developer. UCR would provide to the developer the financing for the
project's infrastructure. UCR physicians and other UCR health care professionals would provide high -
quality healthcare in the facilities. UCR would receive ground lease revenues and clinical revenues from
the project, as well as other ancillary revenues.
The private partner would design, construct, finance, and operate the facilities under the terms of a
development agreement, an operating agreement, and a ground lease. The partner would receive rent
from UCR for its facility and operating costs and, depending on the final structure of the agreement with
the partner, could share in clinical and ancillary revenues.
Page 4 of 7
R
UNIVLSI1 Y Ut CALIF UIFNA coololVEKblUt Medicine
The university would serve as the lead agency under CEQA and would hold design approval to itself. It
would work closely with the city during the design process, adhering to its commitments under the DDAs
between the city and the university to do so.
The project would revert to university ownership at some point in time, the terms of which would be
negotiated with the partner prior to the execution of the needed agreements, as cited above.
Page 5 of 7
ANT o�
ti
W 1111 n
DEPARTMENT OF
°4&,roaa`r F' I N A N C E
March 9, 2013
EDMUND G. BROWN JR. • GOVERNOR
Ms. Veronica Tapia, Accountant II
City of Palm Desert
73-510 Fred Waring Drive
Palm Desert, CA 92260
Dear Ms. Tapia:
915 L STREET ■ SACRAMENTO CA ■ 95014-3706 ■ WWW.OUF.CA.GOV
Subject: Approval of Oversight Board Action
The City of Palm Desert Successor Agency (Agency) notified the California Department of
Finance (Finance) of its December 3, 2012 oversight board (OB) resolution No. OB-024 on
December 6, 2012. Pursuant to Health and Safety Code (HSC) section 34179 (h), Finance has
completed its review of the OB action, which may have included obtaining clarification for
various items.
Based on our review and application of the law, OB Resolution No. OB-024, related to the
conveyance of 11.5 acres of land, designated as Parcel B, to the Regents of the University of
California, Riverside (UCR) for the expansion of educational programs pursuant to existing
option agreement, is approved.
On Marcy 22, 2001, the former Palm Desert redevelopment agency (RDA) entered into a
Disposition and Development Agreement with UCR. The DDR included an option for UCR to
purchase Parcel B should they desire to expand their facilities. The Option Agreement between
the RDA and UCR was entered into on January 31, 2003. Per the Agency staff, UCR has
fulfilled required conditions to exercise the option to purchase Parcel B.
Please direct inquiries to Beliz Chappuie, Supervisor or Mindy Patterson, Lead Analyst at
(916) 445-1546.
Sincerely,
STEVE SZALAY
Local Government Consultant
cc: Ms. Pam Elias, Chief Accounting Property Tax Division, County of Riverside
Auditor Controller
California State Controller's Office
UCR Option Parcel
1771 CAL STATE SAN BERNARDINO
Date: UNIVERSITY OF CALIFORNIA RIVERSIDE
6/2012 PALM DESERT CITY BOUNDARY
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