HomeMy WebLinkAboutSA-RDA 022 - 2nd Amnd to DDA - APN 694-160-003SUCCESSOR AGENCY TO THE
PALM DESERT REDEVELOPMENT AGENCY
STAFF REPORT
REQUEST: AUTHORIZE THE SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMENT AGENCY (SUCCESSOR AGENCY) TO
APPROVE SECOND AMENDMENT TO THE EXISTING
DISPOSITION AND DEVELOPMENT AGREEMENT ALLOWING THE
CONVEYANCE OF ROPERTY KNOWN AS A.P.N. 694-160-003 /
PARCEL B(11.5 ACRES) TO THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA (UCR) PURSUANT TO EXISTING OPTION
AGREEMENT
SUBMITTED BY: Martin Alvarez, Director of Economic Development
DATE: October 24, 2013
CONTENTS: Resolution No. SARDA - 022
Second Amendment to UCR DDA / Option Agreement
Grant Deed
State Department of Finance approval letter
Parcel B Map
Recommendation
1) Waive further reading and adopt SARDA - 022 authorizing approval of
the Second Amendment to the existing Disposition and Development
Agreement (DDA) with UCR allowing the conveyance 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 to the Regents of the
University of California (UCR), pursuant to existing Option Agreement.
2) Authorize the Executive Director to execute the Grant Deed.
Executive Summary
On March 9, 2013, the State Department of Finance (DOF) approved the Oversight Board
of the Successor Agency to the Palm Desert Redevelopment Agency's (Oversight Board)
action to allow the transfer of the 11.5 acre parcel (Parcel B) to UCR pursuant to the terms
of the existing Disposition and Development Agreement (DDA). The transfer would
facilitate the development UCR's School of Medicine. Over the last several months staff and
UCR have been finalizing language to use on the Grant Deed that would address the
Successor Agency's request to include three conditions:
1. City review of future access points to Parcel B
2. City review of project design, location and height of buildings
Resolution No. SA-RDA -022
Successor Agency Staff Report
Authorize Second Amendment to DDA / Transfer of Parcel B to UCR
October 24, 2013
Page 2 of 4
3. No sale, transfer or use of Parcel B except for educational purposes (i.e. UCR
educational mission);
To address these three conditions, staff and UCR developed a Second Amendment to the
DDA. The Second Amendment addresses the three conditions and allows UCR the
flexibility to utilize public/private partnership to develop the future school of inedicine.
On October 7, 2013, the Oversight Board reviewed and approved the Second Amendment
to the Disposition and Development agreement. The main discussion at the Oversight
Board concerned the possibility of private commercial uses being the predominate uses
both now and in the future. The Second Amendment to the DDA specifically addresses this
issue by limiting the permitted uses to include only those with a primarily educational,
medical, research or public service and in line with UCR's educational mission. The
Oversight Board's action has been forwarded to the DOF for approval. Staff recommends
that the Successor Agency approve the Second Amendment to the DDA and authorize the
transfer of Parcel B to UCR, pending approval by the DOF.
Backqround
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 and its
existing facilities (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 8.5 acres for $1.00 to the Regents of the
University of California, Riverside, after the completion of the facility improvements (see
attached First Amendment to DDA).
Upon the completion of the UCR-Palm Desert improvements (Phase 1), and pursuant to the
DDA, UCR was granted a 25-year option to acquire title of 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 education 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.
Oversight Board of the Successor Agency to the Palm Desert Redevelopment Agency
(Oversight Board):
On December 3, 2012, Oversight Board approved the transfer of the 11.5 acres (Parcel B)
to UCR for a public use and the development of UCR's School of Medicine contingent to:
1. Ratification by the University Planning Committee established by the existing DDA.
2. Approval of a mutually agreed upon Grant Deed addressing three conditions:
G:\rda\Martin Alvarez�2013\SA\SA-UCR Option Parcel Transfer 10-24-13.doc
Resolution No. SA-RDA -022
Successor Agency Staff Report
Authorize Second Amendment to DDA / Transfer of Parcel B to UCR
October 24, 2013
Page 3 of 4
1. City review of future access points to Parcel B
2. City review of project design, location and height of buildings
3. No sale, transfer or use of Parcel B except for educational purposes (i.e. UCR
educational mission); and
3. Approval by the Successor Agency to the Palm Desert Redevelopment Agency
On March 9, 2013, the State Department of Finance issued an approval letter (see
attached), granting approval of the transfer of Parcel B to UCR pursuant to the existing
DDA's and Option Agreement.
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 addressing three
conditions listed above on the final grant deed.
On June 13, 2013, the Successor Agency approved the transfer of the site to UCR also
subject to the agreed upon language addressing the above specified conditions on final
grant deed. To address the above stated conditions, staff and UCR developed a Second
Amendment to the DDA.
Second Amendment to DDA
Over the last two months, staff, UCR and our legal counsels have been in discussion on the
appropriate language to use on the grant deed that would meet the City's three conditions
listed above, while providing flexibility in future land uses that would allow for public private
uses, leases and agreements that would facilitate the project development and meet UCR
educational goals.
To address the three conditions identified above, staff and UCR developed a Second
Amendment to the DDA to provide additional clarity to the proposed conditions requested
by the City, and provide flexibility in the types of allowable land uses that would facilitate
financing the construction of the medical educational facility. In addition to identifying the
City's requirement to review access points to Parcel B and review of project design, the
Second Amendment specifically identifies UCR's ability to use public private partnerships
and/or leases with a third party in support of UCR mission. In addition, the amendment
provides specificity in the permitted uses including operation of inedical services, clinical
enterprises, medical facilities, retail, commercial, restaurant, food concessionaires, student
union, athletic, and recreational facilities, student, familial and elder housing, bookstore and
other services permitted by applicable legal requirements. Both UCR and City's legal
counsels have mutually drafted the amendment and is acceptable to both parties as drafted.
On October 7, the Oversight Board approved the Second Amendment to the DDA. This
approval has been forwarded to State Department of Finance for approval. Upon approval
from the State staff recommends that the Successor Agency approve the Second
Amendment to the DDA and authorize the transfer of Parcel B(11.5 acres) to the UCR and
the recordation of the attached grant deed.
G:\rda\Martin Alvarez�2013\SA\SA-UCR Option Parcel Transfer 10-24-13.doc
Resolution No. SA-RDA
Successor Agency Staff Report
Authorize Second Amendment to DDA / Transfer of Parcel B to UCR
October 24, 2013
Page 4 of 4
Fiscal Analvsis
There is no fiscal impact to the City's General Fund associated with this action.
Submitted
artin Alvarez,
irector of Economic Development
Paul . Gibson, Director of Finance
, //
Wohlmuth, Executive Director
J net oore, Director of Housing
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G:\rda\Martin Alvarez�2013\SA\SA-UCR Option Parcel Transfer 10-24-13.doc
RESOLUTION NO. SARDA
A RESOLUTION OF THE SUCCESSOR AGENCY TO THE PALM
DESERT REDEVELOPMENT AGENCY AUTHORIZING APPROVING
SECOND AMENDMENT TO UCR DDA ALLOWING THE
CONVEYANCE OF A PORTION OF PROPERTY KNOWN AS A.P.N.
694-160-003 / PARCEL B(11.5 ACRES) TO THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA (UCR) PURSUANT TO EXISTING
OPTION AGREEMENT
RECITALS:
A. On October 7, 2013, the Oversight Board of the Successor Agency to the
Palm Desert Redevelopment Agency took action to approve the Second Amendment to
the UCR DDA allowing the conveyance of a property known as Parcel B(11.5 acres) to
the Regents of the University of California pursuant to the existing Option Agreement.
Pursuant to Health and Safety Code Section 34179(3), this action taken by the
Oversight Board for Successor Agency to the Palm Desert Redevelopment Agency
(Oversight Board) was adopted by resolution.
Pursuant to the existing Option Agreement entered in to on January 31, 2003,
there has been presented to this Successor Agency Board for approval of the Second
Amendment to existing UCR DDA and the conveyance of a portion of real property
(11.5 acres) to the Regents of the University of California-Riverside for the expansion of
educational programs at the UCR-Palm Desert Campus.
NOW, THEREFORE, THE SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES, AND
ORDERS AS FOLLOWS:
Section 1. The above recitals are true and correct and are a substantive part
of this Resolution.
Section 2. The Successor Agency hereby adopts Resolution No.
SARDA approving the Second Amendment to existing UCR DDA and the transfer
of 11.5 acres to the Regents of California-Riverside as public use land pursuant to the
existing Option Agreement, which both are made a part hereof and attached hereto as
"Exhibit `A;".
Section 3. The staff of the Successor Agency is hereby directed to provide the
State Department of Finance ("DOF") written notice and information regarding the action
taken by the Oversight Board in Section 2 of this Resolution. Such notice and
information was provided by electronic means and in a manner of DOF's choosing.
RESOLUTION NO. SARDA
Section 4. The officers of the Successor Agency and staff of the Successor
Agency are hereby authorized and directed, jointly and severally, to do any and all
things which they may deem necessary or advisable to effectuate this Resolution
subject to approval by the State Department of Finance.
PASSED, APPROVED AND ADOPTED this day of , 2013.
AYES:
NOES:
ABSENT:
ABSTAIN:
JAN C. HARNIK, CHAIR
ATTEST:
RACHELL D. KLASSEN, SECRETARY
SUCCESSOR AGENCY TO THE
PALM DESERT REDEVELOPMENT AGENCY
2
EXHIBIT A
SUCCESSOR AGENCY TO THE
PALM DESERT REDEVELOPMENT AGENCY
• SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT DATED MARCH 21, 2001
• OPTION AGREEMENT DATED JANUARY 31, 2003
• FORM OF GRANT DEED
SECOND AMENDMENT TO DISPOSITION ANU DEVELOPMENT
AGREEMENT
THIS SECOND AMENDMENT TO DISPOSITION ANU DEVELOPMENT
AGREEMENT (together with each of its Exhibits, "Second Amendment"), dated as of
, 2013 (the "Effective Date") is entered into by and among, on the
one hand, the Successor Agency to the Palm Desert Redevelopment Agency, a public
body, corporate and politic ("SARDA") and the City of Palm Desert, a California charter
city (the "City") (SARDA and the City are referred to collectively in this Second
Amendment as the "City Entities") and, on the other hand, The Regents of the University
of California, a California public corporation, on behalf of its Riverside campus ("UCR")
and is executed with reference to the following circumstances as described herein. The
City Entities and UCR may be referred to individually as a"Party" or collectively as the
"Parties."
RECITALS
A. SARDA and UCR are parties to that certain Disposition and Development
Agreement dated as of March 22, 2001 (the "Disposition Agreement") and that certain
First Amendment to Disposition and Development Agreement dated as of Decembcr 12,
2002 (the "First Amendment").
B. UCR and the City Entities now wish to memorialize certain agreements
with respect to the Site and the contemplated development of Parcel B(as such terms are
defined in the Disposition Agreement) all as more particularly described in this Second
Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other good and
valuable consideration and of the mutual covenants contained in this Second Amendment
UCR and the City Entities agree as follows:
1. De�nitions.
Except as otherwise expressly defined in this Second Amendment all defined
terms used in this Second Amendment shall have the meaning ascribed to such term in
the Disposition Agreement or the First Amendment, as the case may be.
72500.00001 \8224446.4
2. Current Status of Development.
2.1 Completion Date. The Completion Date (as such term is defined
in Section 3.1 of the First Amendment) with respect to the Phase I Center Improvements
(as such term is defined in Section of the First Amendment) occurred on
, 2005 (the "Phase I Center Improvements Completion Date").
2.2 Loan. The Loan (as such term is defined in Section 3.1.3 of the
First Amendment) has been paid in full by UCR and UCR has no further obligation with
respect to the Loan.
2.3 UCR Performance. UCR has performed all of its obligations and
covenants set forth in the Disposition Agreement and the First Amendment and no Event
of Default has occurred or is continuing with respect to the Disposition Agreement or the
First Amendment.
3. Option Agreement.
SARDA and UCR have entered into that certain Option Agreement dated
(the "Option Agreement") with respect to Pazcel B, A true and complete
copy of the Option Agreement is attached to this Second Amendment as Exhibit A and
by this reference incorporated herein. Notwithstanding any term or provision of the
Option Agreement, UCR and the City Entities agree that:
3.1 The Term (as such term is defined in Section 1.1 of the Option
Agreement) commenced on the Phase 1 Center Improvements Completion Date (i.e.,
) and expires on , 2030, the twenty fifth (25`h)
anniversary of the Phase I Center Improvements Completion Datc; and
3.2 On execution of this Second Amendment by UCR and the City
�ntities, all of the conditions precedent set forth in Section l.2 of the Option Agrcement
have been satisfied.
4. Development of Parcel B.
4.1 Permitted Uses.
SARDA's transfer of Parcel B to UCR is with the understanding that Parcel B will be put
to public use, such that UCR shall pursue directly, and/or through public/public or
public/private partnership(s) and/or lease(s) to a third party (or any combination thereo�,
development of Parcel B in support of UCR's mission, including for the currently
contemplated operation of programs and services related to the UCR School of Medicine
(SOM) in the Coachella Valley (collectively, the "Permitted Uses"). Should the currently
contemplated SOM pro�ram, in the sole discretion of the University prove unfeasible,
UCR shall use Parcel I3 for other Permitted Uses. The Permitted Uses shall include only
those with a primarily educational, medical, research or public service purpose (the
72500.00001 \8224446.4
"Primary Uses"), including operation of inedical services, clinical enterprises, medical
facilities and ancillary uses directly related to those Primary Uses, including retail,
commercial, restaurant, food concessionaires, student union, athletic and recreational
facilities, student and familial housing, bookstore and other service uses which are
appropriate to the mission of the University and percnitted under any applicable legal or
regulatory requirements ("Ancillary Uses"); provided, hvwever, UCR acknowledges its
cunent intent to focus on such Permitted Uses as are directly related to operation of
medical services, clinical enterprises, and medical facilities.
4.2 City Entities' Consent and Waiver.
Notwithstanding any other term or provision of the Disposition Agreement or the First
Amendment, the City Entities hereby consent to UCR developing Parcel B in furtherance
of the Permitted Uses. In addition, without limiting the generality of the foregoing and as
contemplated by Section 4.1 of the First Amendment, the City Entities hereby consent to
UCR leasing all or a portion of Parcel B to a third party, including, without limitation, a
public private partnership on terms which are acceptable to UCR in its sole and absolute
discretion (the "Development Lease(s)"). Except for the following provisions, the City
Entities waive the provisions of Section 4.2 of the Disposition Agreement with respect to
the development of Parcel B in furtherance of the Permitted Uses, whether such
dcvelopment is pursued by UCR directly or through a Development Lease:
a. Access of Parcel B to any public right of way shall require
the prior written consent of the Director of Public Works for the City of Palm Desert,
which consent shall not be unreasonably withheld or delayed. UCR shall provide the
City Entities with a minimum of sixty (60) days prior written notification of any proposed
new public right of way (or proposed changes to any existing public right-of-way) with
an opportunity for the City Entities to comment and approve such new or proposed
change to a right-of-way, which approval shall not be unreasonably withheld or delayed.
UCR shal! have fifteen (15) days after the receipt of comments from the City Entities to
provide responses in writing.
b. UCR shall provide the City Entities with written
notification of the design intent, height and location of all improvements on Parcel B,
including a conceptual plan, a minimum of sixty (60) days prior UCR's anticipated
approval of such improvements. All improvements shall comport with UCRPD Design
Guidelines dated October 1, 20I3, which stipulute that the design, scale, hei�ht, setbacks
and color/material palette of all improvements be congruent with existing improvements
on Parcel A, as that parcel is defined in the Disposition Agreement. All landscaping on
Parcel B shall be consistent with Coachella Valley Water District water efficiency
standards. The City Entities shall have thirty (30) days to review such conceptual plan
and provide comments in writing to UCR. UCR shall either incorporate such comments
into the design of the improvements or provide a reasonably detailed written explanation
to the City as to why such comments will not be so included.
72500.00001 \8224446.4
4.3 No Reverter.
Notwithstanding any term or provision of the Disposition Agreement or the First
Amendment, the City Entities hereby acknowledge that during the term of the
Development Lease, or any successor lease entered into with a lender pursuant to the
terms of the Development Lease, the City Entities shall have no right to require the
reversion or sale of Parcel B whatsoever. Without limiting the generality of the
foregoing, the City Entities acknowledge that the provisions of Section 3.4 of the First
Amendment shall not be applicable under any circumstances or at any time during the
term of the Development Lease, including, without limitation, in the event a lender or any
other party exercise their respective rights and remedies under the terms of the
Development Lease or any other document or instrument entered into in connection with
the Development Lease including, without limitation, any security, instruments
evidencing indebtedness and which encumber all or a part of Parcel B.
5. Form of Grant Deed.
At Closing (as such term is defined in Section 4.4 of the Option Agreement) fee simple
title to Parcel B shall be conveyed to UCR by a grant deed substantially in the form of
Exhibit B attached hereto and by this reference incorporated herein (the "Parcel B Grant
Deed"). Whenever the term Grant Deed is used in the Disposition Agreement, the First
Amendment, the Option Agreement or any exhibit attached thereto such term shail refer
to the Parcel B Grant Deed.
6. Department of Finance.
The Parties shall cooperate and use their reasonable best efforts to obtain promptly the
approval of the terms of this Second Amendment by the State of California Department
of Finance.
7. Further Assurances.
At the reasonable request of UCR, the City Entities shall provide UCR with such
additional written instruments as may be required in order for UCR to enter into a
Development Lease(s) on the terms contemplated in Section 4.2 of the First Amendment,
including, without limitation, terms which will allow the Development Lease(s) to be
financeable on commercially reasonable terms.
8. Interpretation.
To the extent there is any inconsistency between the terms of the Disposition Agreement
or the First Amendment, on the one hand, and the terms of this Second Amendment, on
the other hand, the terms of this Second Amendment shall control. The Disposition
Agreement and First Amendment shall remain in full force and effecl except to the extent
they are modified by this Second Amendment
72500.00001 \822444G.4
9. Indemnity
Section 6.1 of the Disposition Agreement ("UCR's Indemnity") is hereby amended to
add the following provision:
"(iii) the transfer to UCR of Parcel B, including, but not limited to, any and all
liability for taxes or other assessments arising out of the transfer of Parcel B, the
Permitted Uses or any non-governmental use of any portion of Parcel B."
10. Governing Law.
This Second Amendment and the rights of the parties hereto shall be governed by the law
of the State of California.
11. Counterparts.
This Second Amendment may be executed simultaneously in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.
12. Third Partv Beneficiaries.
This Second Amendment is made and entered into for the benefit of UCR, the City
Entities, parties to any Development Lease and each of their respective successors and
assigns. No other person shall have any ri�ht of action based upon any provision of this
Second Amendment.
(signature page to follow)
725UO.U(1001 \R224446.4
SIGNATURE PAGE TO
SECOND AMENDMENT TO DISPOSI'CION AND DEVELOPMENT AGRFEMENT
IN WITNESS WHEREOF, the City Entities and UCR have entered into this Second
Amendment as of the day and year first above written.
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA,
a California public corporation, on behalf of its Riverside campus
:
lts:
CITY OF PALM DESERT, a California charter city
:
Its:
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT
AGENCY, a public body, corporate and politic
:
Its:
72500.00001 \8224446.4 6
EXHIBIT B
FORM OF GRANT DEED
Recording Requested by and
when recorded return to and mail tax statements to:
Regents of the University of California,
1 1 l 1 Franklin Street
Oakland, CA 94607-5200
Attn: Director of Real Estate
Assessor's Parcel Map No.:
Exempt from Recording Fees Pursuant to Government Code§ b l03
CRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY,
a public body, corporate and politic ("Grantor"), hereby GRANTS to
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, A CALIFORNIA
PUBLIC CORPORATION, ON BEHALF OF ITS ftIVERSIDE CAMPUS (°Grantee")
the following described real property, including all water, oil, mineral, bas, and geothermal rights,
and including the right to extract the same from said real property, if and to the extent any such rights
are held by the Grantor (collectively, the "Property") located in City of Palm Desert, County of
Riverside, State of California:
See Exhibit A attached hereto and incorporated herein by reference.
SUBJECT TO, all easements, covenants, conditions, restrictions, reservations and rights of way and all
the matters of record.
RESERVING AND EXCEP'TING THEREFROM.
1. This Grant of the Property is furtherance of the purposes of the Redevelopment Plan for
Project 2 of the Palm Desert Redevelopment Agency and a Disposition and Development Agreement
entered into by and between Grantor and Grantee dated as of March 22, 2001, as amended pursuant to the
tcrms of a First Amendment, dated December 12, 2002, as further amended pursuant to the terms of a
Second Amendment, dated , 2013 (the "Second Amendment"), the terms of which are
incorporated herein by reference (as so amended, the "Agreement"). A copy of the Agreement is
avaitable for public inspection at the offices of the Grantor, 73-510 Fred Waring Drive, Palm Desert,
California 92260.
72�OQ.OU00 R8224446.4 B-1
2. The Property is conveyed upon the conditions hereinafter specified, upon the
violation or failure of any of which title to said Property may revert to and vest in Grantor as
provided in the Agreement; provided, however, that no reversion of the Property shall occur unless
and until a failure or violation of one of the conditions hereafter specified actually occurs, and Grantor
�ives Grantee written notice thereof specifying the particular failure or violation in the manner and
time period provided in Section 7.1 of the Agreement, and such failure or violation shall not have
been cured or remedied within the time period provided [herefor in the Agreement. The conditions are:
A. The Property and the improvements located thereon shal( be developed and
used in the manner and the provisions of the Agreement provided for in Section 4 of the Second
Amendment and other provisions of the Agreement, including, without limitation, development pursuant
to a Development Lease(s) as such term is defined in Section 4.2 of the Second Amendment.
B. By acceptance hereof, Grantee agrees, for itself, its successors and assigns, to
refrain from restricting the rental, sale or lease of the Property on the basis of race, color, creed,
religion, ancestry, sex, marital status, national origin or age of any person in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself
or any persons claiming under or through it 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 in the Property. The foregoing covenants shall
run with the land.
All deeds, leases or contracts entered into with respect to the Property shall contain or be subject to
substantially the followin�; nondiscrimination or nonsegregation clauses:
(i) 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 �n
account of cace, color, creed, religion, national origin, sex, marital status, age or ancestry in the sale,
lease, sublease, transfer, usc, occupancy, tenure or enjoyment of the land herein conveyed, nor shall
the 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, subtenants, sublessees or vendees in the land herein
conveyed. The foregoing covenants shall run with the land."
(ii) In leases: "The lessee herein covenants by and for himself or herself, his
or her heirs, executors, administrators and assigns, and all persons claimin� under or throu�h him or
her, and this lease is made and accepted upon and subject to the following conditions: That there be no
discrimination against or segre�ation of any person or group of persons, on account of age, race, color,
creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring,
use or occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself or herself,
or any person claiminb under or through him or her, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, sublessees, subtenants or vendees in the land herein leased."
(iii) !n contracts: "There shall be no discrimination abainst or se�;rcgation
of, any person, or group of persons on account of race, color, creed, religion, age, national
origin, sex, marital status or ancestry in the sale, ]case, sublease, transfer, use, occupancy, tenure or
enjoyment of the land, nor shall the transferee himself or herself or any person claiming under or
through him or her, establish or permit any such practice or practices of discrimination or
�zsoo.0000i�a2zaaa6.a B-2
segregation with reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees of the land."
3. All covenants and conditions contained in this Grant Deed, or incorporated herein by
reference to the Agreement, shall run with the land and shall be binding for the benefit of Grantor
and its successors and assigns and such covenants and conditions shall run in favor of the Grantor and
for the entire period during which the covenants and conditions 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 and conditions relate. The Grantor, in the event of any breach of any such covenants and
conditions, shalt have the right to exercise all of the rights and remedies provided herein or in
the Agreement, or otherwise available, and to maintain any actions at law or suits in equity or
other property proceedings to enforce the curing of such breach. "fhe covenants and conditions
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 undcrsigned has executed this Grant Decd as of the date set forth below.
Dated:
SUCCESSOR AGENCY TO THE PALM
DES�RT REDEVELOPMENT AGENCY,
a public body, corporate and politic
By:
Title:
72500.00001\8224446.4 $-3
EXHIBIT A
OPTION AGREEMENT
(see attached)
OPTION AGRLEM.EN'f
TllIS UPTiON AGRFFMENT (this "AF;reemenc"}, dated as of January 31, 2003
(the "Eftective Date"}, by and between the PALM llL'SERT REDF.,VELUPMENT
AGENCY, a public body, corporate and politic ("Seller"), a�id TH� REGENTS OF Tii�
UNIVERSITY OF CALIFOIiNIA, a Galifornia corpuration, un behalf of its Riversicie
campus ("Buyer").
RECITALS
A. Seller is thc owner of that certain real property iocated at thc northeast
corncr of Frank Sinatra Drive and Cook Strcet within the City of Palm Desert, California,
within one mile of Interstate lU anci four miles from State l2oute lll, containing
approximately eleven (11) acres, which is rnore particularly described in Exhibit A
attached liereto and incornurated herein by this reference (the "Prupert�'). Buyer desires
to have an option to purchase [he Property if Buyer desires to expand the Intemational
Ccnter for Entreprcneurial Management (the "[CEM") to be operated under the auspiccs
of thc A. Gary Anderson Graduate School of Manabemeut, Uniti�ersity of California,
Riverside, that will be located on approximutety eight (8) ncres of real property adjacent
to thc Property (thc "Project").
1i. ln cunnection with the Prnject and this Agreement, Buyer, Seller �nd The
Richard J. Heckn�ann Foundation, a Califomia mutual benefit corporation ("Heckmann"),
have entered into x Disposition and Developmerit Agreement datcd us of March 22, 2001,
that lias bcen amended pursuant w the terms of a First,Amendment of Disposition and
Development Agreement, dated of even date herewith (the "DDA"). Capitalized tcrms
not othenvise defiued herein shal! have the �neaning ascribed thcreto in thc DDA.
C. Buyer desires to obtain an option to purchase the Properiy from Seller in
ordcr to facilitate the expansion of the Project and Seller is willing to grnnt such nn option
to Buyer on thc terms and conditions hereinaftcr set forth.
AGREEMENT
IN CONSIDERATION of thc above rccitals and for other good and valuable
cunsideration, the receipt and sufficiency of which are hereby acknowledged, Seller and
Buyer as�ee as follows:
ARTtCLE I
GItE1NT OF OPT10N
Section 1.1 Ovtion and 'Tern�. As of the date hereof, Seller grants to Buyer an
option (tl�e "Option") during the Terni (as hereinnfter defined) hereof to purchase from
Seller, subject to the terms, covenants and conditians sct forth herein, the Properiy
r�aoZwoo»�z i o��. �
together with any and all rigbts, privilegcs and easements Hppurtenanl thercro o�vncd hy
Seller_ The term of the Option (the "'fenn") shall commence upon the date when
cnnstructian c�f the Phase [ Center lmprovements or Phase II Center Improvemcnts by
Buyer is compiete as providcd in the DDA and shall expire at midnight upon the earlier
of (a) the date which is twecity-five (25) years thereafter, unlcss terminated as provided
herein, or (b) die date of terminntion of, or Er•ent of Dcfault by Buy�r under, the DDA.
Notwithstanding anything to the conunry contained in this Agreemcnt, ihis Agreemcnt
shall terniinate an February 28, 2006 if prior ta such date (wliich date of February 28,
2006 is the contemplated camPletion date for tlie construction c�f the Phase IT Center
Improvements und which da�e shall be cxtended by the same numbcr of days as lhe
completion date for the constcuetion of the Phase 11 Center Improvements may be
extended under d�c DDA) constructian of' the Phase 1 Center tmprovcments or Phase II
Center Improvements has not been compteted as provided in thc DDA.
Section 1.2 Excrcise. If'the foUowing conditions precedent �rc met: (a) Buyer is
not in defautt hei�eunder or an Event of Default by Buyer has not occurred ucider the
DDA, (b) Buycr owns fee sirnple title to Purcel A and hus eompleted constcuction of
either thc Phasc I Center lmprovements or the Phase Il Center Tmprovements as provided
in tlie DDA, (c) Buyer certifies or provides praof satisfactory to Stilcr that Buyer has the
necessary funding suff"icient to construct and maintain improvemcnts for U�e 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 sliatl bc constructed upon all ur a substantial porlion
of thc Property And bc used and maintained as required by the DDA, then Buyer, during
thc Tcnn, may exercise the Option to purchase the Property by giving Setler written
nouce (the "Option Notice"), in the manncr specified by Article VI hereunder, of its
intent to exercise the Option prior to thc expiration of the Tetm.
Section 13 Purcliase Price f�r the Pro �. The Purchase Price for the Property
sl�all be the sum uf $ t.00, based upon the fair reuse value of thc Property subject to the
terms, conditions, and cov�nants of tl�e DDA.
Section [.4 Maintenance of ProQgrt�Durin�; Option Pcriod. Lh�rinb the Term,
but only prior to tlie Buyer's cxercisc of the Option, Seller shall maintain the Property in
a manner consistent with Seller's practices uscd with respect to otlier vacant property
owned by Selter and shall not voluntarily encumber the Property without the prior wri�ten
consent of' Buyer whicli shall not be unreasonably withheid or delayed.
ART[CLE [I
(_INTENTIONALLY RESERVEDI
P6402i00Q I �7210G i . i
2
ARTICLE I11
F3UYER'S EXr�VI1NATIUN
Se,�:tion 3.1 Buver's lndependent Invcstip.ation Period. Seller grants to Buyer a
ONE HUNDRED TWENTY {120) day revicw period, the stun of which shall be
established by Buyer providing a written nntice to Seller, ciuring which time Buyer is
permitted to enter upfln the Prope�ty as provided in Section 3.2 herein, investigatc all
matters surrounding Buyer's ii�tended use of the Property and other relevunt
investigations concerning die Property ("Buyer's Independent lnvestisation Period").
l3uyer acknowtedges and agrees that prior to the delivery oi' the Option Notice it will
have been given a full opportunity to inspect and investigate ea�h and evcry aspect of the
Property, either independently or through agents of Buycr's choosing, inclucting, without
litnitation:
(a) All matters relating to tide, together with all govemmentat and other lcgal
requirements such �s tazes, assessments, zoning. use permit requirements
und building codes.
{b) Tlie physical conclition of the Property. Such examination oC the physical
condition of the Property muy inctude an examinalion for the presence or
ahsence of hazardous or toxic muteriuls, subsucnces or wastes, or
petroleum praducts ar by-products (collectivcly, "Hazardous Muterials"),
which shall bc performed or arranged by Buyer at Buyer's solc cxpcnse.
(c) Any recorded easements ancUor visible access right� affecting the
Property.
(d) Any other documcnts or a6reements of significunce uffecting the Propeny,
providcd such documents or agreements have been recorded, are part of
the public records or are otl�erwise disclosed by Seller.
(e) All other matters affecting ehe Proper[y.
Section 3.2 Entry onro the Pronertv bv Buyer. SeUer agrees to pzrmit Buyer or
its representatives to entcr onto Uie Property �t any time during Buyer's Independent
Investibation Period t'or the purpose of making reasonable studies, investigations,
engineering tests or surveys. �111 sucll studies, investigations, tests or surveys are to be
made at Buycr's expense. Prior to any entry to perform any invasive testing Buyer shall
give Selter seventy-two (72) hours' advance writcen notice thereof directed to Mr. Carlos
Octega, telephone� (760) 346-061 I, facsiinile (760) 341-6372, including with such notice
the identity of the company or persons who will perform such testing flnd the proposed
scope of the testing. !f Buyer or its agents, employees or contractors take any sxmple
from the Propecty in connection witl� any such testing, IIuyer shall provide to Seller a
portion of such sample being tested to allow Seller, if it so chooses, to perfo�rs► its own
testing. Seller, or its representative(s), may be present to observe any testing or other
inspection performed on the Property. Buyer shail promptly deliver to Seller copies of
r�aonocw i�72 i �w t. i
any reports relating to any studies, investibations, testin� or other inspection of the
Properiy performed by Buyer or its agents, employe�s or contractors. ln the eveni 8uyer
docs not cxercise d�e Option, any damage to thc Property caused by Buyer's
investigations shall be restored to as gooc! a condition as previously existed, including
without limitation the appropriale closure af any test wells whicl� may be drilled on the
Yroperty.
Buyer shal! maintain, :�nd shall assure tl�et its contractors maintain, public liabi►ity
tutd property damage insurance in the amount of at teast 1'wo ;vfillion Dollars
($2,Q00,000) and in form and substance adequate to insure against all liability of �3uyer
and its agents, employees or contractors arising oul of any entry or inspections of the
Property pursuant to the provisions hereof, provided that in Buyer's case, Buyer shatt be
entitled to maintain an cquivalent progrum of self-insurance. i3uyer sliall provide Seller
with cvidence of all such insurance coverage within five (5) business days af 5eller's
request anci prior to any entry upon the Proherty. Buyer shaill defend, indemnify and hold
Scll�r h:umless from and nbainst any costs, damages, liabilities, tosscs, expenses, liens or
claiins (including, without limitation, reasonable attorney's fees) arising out of or relating
to any entry on thc Property by Buyer, its agents, employees or contractors in the course
of perfornun� thc inspcctions, icsting pr inquiries provided fbr in this Agreement, but
only in proportion to a�id to the extent that any such costs, damages, liabilities, iosses,
expenses, liens or clauns (including, without lim.itation, attoroey's fees} arise from tl�e
nc�ligent or wronbful acts or omissions of Buyer, i►s �fficers, agents, or employees. The
foregoing indemnity shall survivc beyond the Closinb, or if the salc is not consurrunatcd,
bcyond the termination of this Agreement.
Section 3.3 Buver's Acknowled ent. BUYE R SPECIFICALLY
ACKNUWLEDGES AND AGRL•ES TI-IAT SL'LLf:R 1S SELLING AND BUYER lS
PURCHASING THG PROPERTY UN At� "AS 15," "WE-II;RL 1S" AND "WI,TH ALL
FAULTS" BASIS AND THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN,
BUYER IS N(� RELYING ON ANY REPRESENTATIONS OR WARRAN'CIES OF
ANY K1ND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, 1TS
AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY,
iNCLUDING WiTHOUT LIMITATION: (i) the quality, n�ture, adequacy and physical
cot�ditian of the Property, (ii} the quality, nature, �dequacy, �znd physical condition of
soils, geology and arty gruund warec, (iii) the existence, quAlity, natwe, adequacy and
physical condition of utilities scrving the Property, (iv) the development potential of the
Property, and the Property's use, habit�bility, inerchantability, nr fitness, suitability,
value or adequacy of the Property for uny purliculnr purpose, (v) the zoning or otlinr legal
status of the Property or any othcr public or private restrictions on use of the Property,
(vi) lhe compliance of Uie Property or its operation with any applicabte codes, laws,
regulutions, stariites, ordinances, covenants, conditions and restrictions of any
governmental or quasi- govemmental e»tity or of any other person or entity, (vii) the
presence of Hazardous Materiais on, urtder or about the Property or the adjoining or
neighboring property, (viii) the condition of title to the Property, (ix) any ageements
affecting the Property and (x) the economics of the Property.
r6aozwoon�zio�i.�
Section 3.4 Release. Without limit+ng the abovc, Buyer on behalf of itself and its
successors and assigns waives its right to rccover from, and fotever relcases and
discharges, Seller, Seller's siibsidiaries, p�uents and lffiliates, the paitners, trustees,
shnreh�lders, directors, ofticers, employees and agents of each of� them, and their
respective heirs, successors, personal representatives and assigns (collectively, the "Seller
Retated Panies"), from any and all demands, claims, legal or administrativc proceedings,
losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses
whatsoever (in�luding, withuut 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 ihe physical condition of the Property or any faw or
regulation applicable thereto, inciuding, �vithnut timitation, the Comprehensive
F.nvironmental Response, Compensation and Liability Act of 1>80, as amended (42
U.S.A. 5ections 6901 et se�.), the Resources Conservation and Recovery Act of 1976 (42
U.S.A. Section 6901 et se .}, the Clean Water Act (33 U.S.A. Section 1251, et �.), the
Safe Drinking Water Act (14 U.S.A. Section 1401 et se .), the Hazardous Materials
Trunsportation Act (49 U.S.A. Section 1801, et �q.), ttie Toxic Substance Con�rol Act
(l5 U.S.A. Section 2601, et s�.), the Cnlifornia Hazardous Waste Control La�v
(Califomia Health and Safety Code Section 25100, et 5�.), the Porter-Cologne Water
Quality Control Act (Califomia Watcr Code Section 13Q00 et sc .), and thc Safe
Drinking Water and Toxic Lnforccment Act of 19$6 (Cali.fornia Hcatth and Safety Code
Section 25249.5, e� seg.). However, in no event shall the foregoing be canstruod as a
release of any third parties other than Seller a»d the Seller Relateci Parties, and the
forcgoing shall not release thc Selfer or the Seller Related Parties from �ny liabili�y
arising out of 5eller's or the Seller Related Parties' willful cnisconduct or negligent
acti.ons occurring atier Closing {as liereinafter dcfined).
Buyer expressly waives thc bencfits of Section 1542 of the California Civii Code,
which provides as follows: "A GENGRAL R6LEASF, DUES NOT EXTEND TO
CLAtMS WHICH THE CREDITOR DOES NOT KNOW nR EXPECT TO EXIST 1N
I�11S FAVQR AT TNE T1ME OF EXECUTING TttE RELEASE, WHICI-I IF KNOWN
TO HIIvi MUST HAVE MATERIAL4Y A.i�FCCTED 71�IE: SET1'LEMENT WlTH TflL
DEB'fOR." /�""
lnitials of
Buyer Scller
Section 3.5 Representations und Warranties of Seller. Seller represents and
warrants to Buyer that Seller is a public body, corporute and politic, duly organized,
validly existing and in good standing under thc Iflws und the Constitution of the Stale of
Califomia and that this Agreement anci all docume��ts executed by Seller which are to be
delivered to Buyer (i) are or at the time of Closing will be duty authorized, executed and
delivercd by Sciler and (ii) are or at tlie time of Closing witl be le�al, valid and binding
obligations ofSeiler.
Section 3.6 Representations and Warranties of Buver. B�ryer represents und
warrants to Seller tliat Buyer is a constitutional corporation established by the
Constitution of d�e State of CaliCornia a�id that this Agrcement, and all documents
P6aor.oao i��z i ab i. i
executed by Buyer which �ue to be defivered to Seller (i} ure or at dle time of Closing will
be duly authorized, executed and delivered by Buyer, (ii) are or at the timc of Closing
witl be le�al, valicl and binding obligations of Buyer, and (iii} do n�t and at th� tin�e of
Closing will not violate any provision of any agreemcnt or judicial order to which Buyer
is a party or to which Buyer is subject.
' Scc;tion 3.7 Survival of Representations �d W�rrAnties. r�ll represcntations and
� w�rranties of Sel}er fuid Buyer contained in this Agreemcnt shall survive the Closing,
provided that in the cese of breach of either the Buyer's or Seller's representations, each
a must give each other written notice of any claim it may have for a breach of Any such
" representatian or waRanty within six (6) months of the Closing. Any claim which either
party may have at any time, whether known or unknown, which is not usserteci within
j such 6-month period shall not be �alid or effecuve, and the respective party shatl have no
liability with respect lhereto.
ARTICLE IV
� CLOSING �iND ESCROW
Section 4.1 Cnnvevance. Conveyance shall be by the Grant Deed subject to aU
matters of record.
5ection 4.2 Evidence of Title. Prior to Ciosing, and as a condition of Closing for
Buyer's �cncft, I3uyer shatl obtain at Buyer's sole cost a Cslifomia Land Title
Associetion ("CLTA") or an American Lnnd Title /lssociation ("ALTA") Policy of Title
(nsurance in an amount•reasonably determined by Buyer, committing to insure in Buyer
good and merchantable title in fcc simpic, frcc and clear of ail liens �nd encumbrances
except those which are re;�sonably acceptablc to f3uyer. All title policies nnd
endorsements of any kind shall be at Buyer's solc cost antl expense.
Section 4.3 Escrow Instructions. Upon execution of this Agreement, the parties
hereto shull deposit on executed cuunterpart of this Agreement with a California licensed
title company that is mutuatly sclected by Buyer and Seller (the "Title Company"), and
this instrument shall serve as the instructions to the Title Company us thc escrow holder
for consummation of the purchasc and sale contemplatcd hereby. Seller and Buyer ugree
to execute such roasonable additional and supplementary escrow instructions a�s may be
appropriate to enxble the Title Company to contply with the tenns of this Agreerrtent;
provided, however, that in the event of any conflict between the provisions of this
A�reement and any supplementary escrow instructions, the temis of this Agreement shall
contr�l.
Section 4,4 Closini. The closing of the salc hercunder (the "Clasing") shall be
held and delivery of all items to be madc at Closing under the terms of this Agreement
shaU be made at the offices of the 'Title Company within sixty (60) days after Seller's
receipt of the Option Notice before 1:06 p.m. local tirne, or such other later datc and time
as Buyer and Seller may mutually agree upon in writing (the "Closing Date"). Su�h date
v6aoz�.Woi�n►osi.i
and time may not be extendcd without the prior writtcn approval of both Scller anci
Buyer.
Section 4.5 Denosit of I)ocuments.
(a) At or before the Closinb, Seller shall deposit into escrow the follawing
items:
(1) the duly executed and �cknnwlcdged Grant Deed conveying the
Property to Buyer;
(2) un affid���it pursuant to Section 1445 (b) (2) of the Federul Code,
that Seller is not a"forei�� persun" within the mcaning �f Section
1445 (� (3) of thc Federal Code; and properly executed Califomia
Fonn 590 certifying that Seller has a permanent place uf business
in Califomia or is gualified to do business in California.
(b) Buyer and Sctler shall eac6 deposit such other instruments as �re
reasonabty rec�uireci by the Title Cornpany or uthe►wise required to cluse
the escrow and consummute the purct�ase and sale of che Property in
accordance �vith the terms hereof.
Section 4.6 Proralians.
(a) Reul property taxes xnd assessments; water, sewer and utility charges;
annual permits and/or inspection Cees (calculated on the basis of the period
covereci); and any other expenscs norcnal to the operation and maintenance
of the Property shall be prorated as of 12:01 t�.m. on the date the deed is
recorded, on the basis of a 36S-day ycar. Seller and Buyer hereby agree
that if any of the aforesaid prorations cannot be calculated as soon xs
reasonably practicable aRer t}ie Closing Dute, then either party owing the
other party a sutri oF inaney based on such subsequent proration(s) shall
promptly pay said sum to the other purty.
(b) Any transfer taxes applicable to the sale, title premiums, and recording
charges shall be paid by Buyer, as shall escroiv fees �s the parpes ihtend
that any and all cxpcnses af tl�e escrow and the sate and tr:u►sfer of the
Property shal! be paici by Buycr.
Section 4.7 Possession. t'ossessian of the Property shall be given to Buyer on the
Ctosin� Date.
ARTICL� V
TERMINATlON UPON DEFAULT
Upon any default by Buyer in the payment of any amounts due hereunder or
under the DDA, Seller muy elect, by written notice to Buyer, to terminate this Agreement
r6aozwoo ivz�obi , i
iinless such monetnry default is cured to Seiler's satisfaction �vithin fifteen (l5) days of
Buyer's receipt of Seller's notice. Upon any non-�nonetary �iefault by F3uyer pursuant to
this Agreement or the DDA, Seller m�ty clect, by written noticc to Buycr, to tcrminate
this Agreement unless such non-monetary defauit is cured to Sel(er's sntisfaction wiihin
tt�irty (30) days of Buycr's receipt of Setler's notice, provided, however, that such 30-day
period shall be extended to a maximum of 5ixty (60) days if Buyer has commenced such
cure within the thirty (30) dsy periad and is diligently prosccuting such cure to
completion. Without limiting the foregoing, tt�is Agreement may be terminated by Seller
ns provided in the DDA. Upon any such tcrminacion of this Agrecment, neither purry
shall have any further rights, obligations, or liabilities hereunder except as expressly
provided herein for matters surviving such termination.
ARTICL.F VI
NOTICF.S
� Section 6.1 Notices. When notices are provided for herein, the same shall be in
writin� and served upon the pariies at tl�e uddresscs listed in this Section. Any notice
shail be ci�her (i) sent by U.S. n;�istcred or certified mail, return receipt requested, in
which case it stiall be deemed delivereci thrcc: {3) busincss days after being deposited in
� the U.S. mail; or (ii) seat by nationally rccognized overnight courier, in which case it
� shall bc decmed delivered one (1) busincss day after cieposit with such couricr; or (iii)
� sent by telecommunication ("Fax") during normal business hours in which case it shall be
' dee�ned de(ivered on the day sent, provided as to items (ii) and (iii) that a duplicate
, original is sent by registered or certitied maii, retum receipt requested on the same day
, the original notice was sent. The addresses and Fax numbcrs 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 shaU be effecuve until d�e date of delivery of such
notice. Copies of notices are for informationai purposes onty and a failure to give or
receive copies of any notice shnll not be deemed a failure to give notice.
� SELL�R: Mr. Carlos L. Ortega
fixecutive Director
Pa1m Desert itedevelopment Seiler
73-510 Fred Waring Drive
' Palm Descrt, Califomia 92260
Telcphonc: (760) 346-061 !
, Facsimile: (76U) 341-6372
With a Copy to: Richarcis, Watson & Gcrshon
A Professionat Corporation
355 5outh Grand Avcnuc, 4Qth Floor
• Los Angelos, Califomia 90071
Attcnti�n: William L. Strausz, Esq.
Telephone: (2�13) 62b-8484
. Facsimile: (213) 626-Q078
Nsao2woon�z�o�i. t
BUYER University of Galifomia, Riverside
Attn: C. Michael Webster
Vicc Chancellor Administration
41231-IindcrTker I lall
Riverside, Califomia 92521
Tclephone: (909) 787-2G80
Facsimile: (909) 787-2381
With a copy to: University oFCalifornia, Riverside
Attn: Lisa fl,julberg, Renl Estate Services Manager
B-206 Highlander Hall
Rivcrside, Califomia 92512
Telephone: (909) 787-3388
Facsimile: (909) 787-3299
And to: University of California
Officc of the President
Attn: Real �state Services Group
1111 Frai�klin Street, Gth Floor
Oakland, Californix 946Q7-5200
Teleptione: (S l0) 987-9033
Or to such other address as either party may trom time to time specify in writino to the
ather party. Any notice shall be effective only upon detivery.
ARTICL� VIl
MISCELLANLOUS
Section 7.1 Aonlicable Law. This Agreement shall be controlted, construed, und
enforced according to the laws of the state of California.
Section 7.2 Entire Aareement. This Agreement constitutes the entire agreement
between the parties hcreto with respect to tt�e subject matter hereof and may not be
modified except in writin6 by both p:►rties hereto.
Section 7.3 Bu�r's Assi ng ment. Buyer's rights and obligations hereunder shaU
not be assignable witliout the prior writtan consent of Selicr (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 oz liabilities hcreunder if Seller approves of
any such assignmcnt. This Agreeinent shall inure to ihe 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 ai�y document or action contempiated herein requires the consent or �pproval
of Seller, such consent or approval shall be given by Seller in its sole �►nd absolule
discretion.
P6402�0001 \721061. I
9
Section 7.5 i c. Time is of the essence in tne performance of each party's
respective obligations contained hcrein.
Section 7.6 Atto ev's Fee�. lf ei[her psuty hereto fails to perform any uf its
oUligations under this Agreemenr or if any dispute arises betwecn the parties hereto
concerning tl�c meaning or interprctation of any provision of tiiis Agreement, thcn thc
defaulting party or tha party noi prevailing in such dispute, ns the c�sc may be, shnli pay
any and all costs and expenses incurred by ttie other party on account of such default
andlor in enforcing or establishing ils rigIits hereunder, including, without timitation,
conrt costs and reasonable s�ttorneys' fees and disbursements. Any such aitorney's fees
and other expenses incurred by either party in enforcing a judgment in its Favor under this
Agrcement shall be recoveruble separately fi�otn and in addition to any other amount
includcd in such judgment, und such attorneys' fees obligAtion is intended to be severable
fn�n the other provisions of this Agrccmcnt and to survive and not be merged into any
such judgment.
� 5ection 7.7 No Vlereer. The obligations con�ained hereunder shall not merge
`; with the transfcr of title to the Property but shall rems�in in effect until fulfiUed.
� Section 7.8 Countemarts. Tl�is A�eement may be executed in two ur more
counterparts, each of which shall be deemed ati uriginal, but all of which taken together
shall constitute one and the same ii�strument.
Section 7.9 Seller's Assignmcnt_ Seller may assign all of its obligutions
hereunder to an affiliated body or entity which shall assume th� obligations of Seller
; hereunder wl�ich accrue from and after thc clate of such assignment.
Section 7.10 Limited I.iabilitv. The obligutions of Scller are intended to be
binding only upon the Property of Seller and shall not bc personally binding upon, nor
shail any resort be hed to, the private propertics�of �ny of its oCfice�s, directors or
sharchotders, or any emp[ayees or agents oFSeilcr or of its affiliatcd entities.
Scction 7.11 Amendments. This Agreement may be amended or modified only
by a written instrument sigued by Buyer and Seller.
Section 7.12 Confidentiality and Retum of Documents. Buyer and Setier shall
each maintain as confidential any and all infocmation obtained abuut the other and shall
not disclose such infurmation to any third party, excent pursuant to law. if this
Agreement termu�ates, Buyer shall return to Seller alI materials relating to the Property
which Buyer received from Scller or any other party. This provision shall survive thc
Closing or any terminatio�i of this Agreement.
� Section 7.13 Incerpretation of Agreement. The article, sectiun and other
headings of this Agreement ar� for convenience and reference only and shall not be
construed to affec[ the meaning of any provision contained herein. Where the context so
; requires, thc usc of the singular shall include the plural and vice versa and the use of the
masculine shalf include thc fcmininc and the neutcr. The tenn "person" shall include any
v�o2woo i��� i�w i. i
m
individual, partnership, joint venture, corr►oration, trust, unincorporated associatiaa, any
other entity and any bo�emment 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 Oplion in the form attached hereto as Exhibit B. Buyer
shall have the rik;ht to record the Memorandwn in the Office of the Kecorder of Riverside
County, Califomia.
(signatnrc pube follows)
P64U2W0911721(M 1.1
�
The partics hereto have executed this Agreement 3s of che respective dates written
below.
SEI.LCR: BUYER:
PALM DESERT REDEVELOPMENT R�GENTS UF THE liN1VERSITY
AGENCY, a public body, corporatc and OF CAL1P'ORNiA, a Califomia
corporn tion,
poii�ic on behalf of its Riverside campus
By: '�`��%t' gy:
� `�
..S_.PH . MUt.(.i?:l.l'
Date: �� �7 l�_ �\tnR ��ICF F�it(?SIUf.tiT
_�,�r� ��I;SI�E;SS A:�q I�t��A\C'E
Date: F'e-b S . ��C?U 3
ATTEST: '—
�y, Secretary �,� � ��
... . _� .. `� . .
APPROVED AS TO FORM:
Richar�s, Watson & Gershon,
a professionul curporation
By:
Agency Attomey
P6402\0001\�210b I.1
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;
FXH1131T A
UCR -- Parcel B
Leeal Descriptinn
All that portion of Scction 34, in Township 4 South, R�nge 6 Fast, San $ernardino
Meridian, in the Covnty of ftiverside, State of Califomia, described as follows:
Beginning at the Na�fijwest corner of'Section 3, Township 5 Soutli, Ran�e b East, San
Bemardino Mcridian, in the County of Riverside, State of California, which beurs S 89°
49' S9" W 783.33 feet frnm the Southeast corner of Section 33 in Township 4 South,
Range 6 East;
Thence N 89° 49' S9" E 92.52 feet aloiig the South line ofsaid Section 33;
Thence N 0° 10' Ol" W 81.00 feet to a line that is paratlel with and distant 81.00 feet
Northerly Crom said South line of Section 33; said poi►lt being shown on a Record of
Survey recorded in Book 103, Pabes 68 and 69, of Records of Survey c�f said County;
Thence N 89° 49' S9" E 82.84 feet along said parallel line and the Northeriy right of way
line of Frank Sinatra Drive;
'Thence N 42° 11' 33" E 998.6 ! feet to tl�e beginninb of a non-tangent curve, concav�
Northeasteriy, and having a radius of 965.50 feet; a radial line of s:�id curve through said
point bears S 37° 44' t4" W;
Thcnce Southeasterly �long said curve 194.29 Feet through an angie of 1]° 31' 46" to thc
true point of bebinning;
Thcnce continuing Sou�heasterly along said curve 76l .54 feet through an angle of 4S° 11'
32" to the beginning of a compound curve, concave Souti�westerty, and havin� a radius
of 34.50 feec; a radial line of said curve dirough said point of compound curvaturc bears
N 1 S° 59' 04" W;
Thence 5outheasterly along said curve 51.36 feet ttirou�;h an angle of 85° 17' 47";
Tl�ence tungent to said cucve S 23° 4l' 17" E 127.U1 feet to the beginning of a wngent
curve concavc Southwestecly and havin6 a radius of 452.50 feet;
Thence Southeasterly along said curve 185.R3 Ceet through an angle of 23° 31' 49' ;
Thence S 0° 09' 28" E 194.00 f'ecr
Thence S 89° 50' 32" W 1 t.50 fcet;
T'hcncc S 44° 50' 32" ��r' 124.45;
Thence S 89° 50' 32" W 100.00 feet;
Thence S 8$' 30' 19" W G00.17 feet;
Thence S 89° 50' 32" W 37.45 feet;
Thence I�i 45° 09' 45" W 32.53 feet;
Thence S 89° 50' 32" W l 1.�0 #eer
r�aoz�,00a n�� i o� i. i
A-1
; Thence N 0° Q9' 2$" W b37.7h feet to the true point of heginning_
; The parcel describcd hcrein contains 490,668 syuarc fcct, moi�e or less.
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P6d0210f)OIi721061.1
A-2
:
EXHIBIT B
F03Zv�t OF MEMORANDtfM OF OPTtON
RECORDING i�.QUL•STL•'D BY
AND WHEN RECORDED MAIL TO:
Patm Desert Red�velopment Agency
73-510 Fred Waring Drive
Palm Desert, California 92260
Attn: Executive Direct�r
--_. _._---.___. _.__
lixcmpt From Rccording Fcc Pursuant
lu C;uvcrnmcnt Ccxlc Scction 6103
MEM�RANDUM UF �P'I'ION
THIS MEMORANDUM OF OPTION ("Memorandum") is hereby entered into as
�f Jt►nuary 31, 2003, Uy and between PALM DGSERT REDEVEL�PMENT AGENCY,
a publie body corporate and poiitic ("Seiler"), und �TIlE ItEGENTS Of THG
tlN1VERSITY 4F CALIFORNIA, a Califomia coiporation, on bchalf of its Rivcrside
campus ("Buyer").
RF.CTI'A LS
f1. Scller is the owner of that certain re;il property lucated at the northea�t
corner of Erank Sinatra Urive and Caok Street within thc City of I'alin Desert, Culifornia,
within one mile of lnterstate LO and four miles from State Route lll, containing
approximately eteven (I1) acres, which is more particularly described in Exhibit A
altached hereto and incurporated herein by this reference (tl�e "Property"). F3uyer desires
to have an option to purchase thc Property if Buyer desires to expand the tnternational
Center for Entrepreneurial Management (the "ICEM") to be uperated under the auspices
of the A_ Gary Anderson Graduate School of Managemeni, University of California,
itiverside, that wiil be located ort approximately eight (8} acres of real property adjacent
to the Praperty (the "Project").
B. !n connection with the Project, Auyer, Sclter and The Richard J.
E�eckmann Faundation, A Califomia mutual benefit corporation ("Heclunann"), have
entercd into 8 Disposition and Development Agreement, dated as of March 22, 2001, tbat
has bcen amended pursuant to tlie tenns of a First Atnendment of Disposition and
Development Agreement, dated of evcn date herewith (the "DDA"). Also, pursuant to
the DDA, Selier and Buyer entered into an Option Agreentent, datcd af even date
herewith, re�arding the potential sale of the Property (ihe "Option Agrecment").
Pursuant to thc DDA and the Option Agreement, the partics ao eed, among other things,
P64Q21Q001 \721061.1
B-1
io execute this ht.emorandum for recordin� in the Office of the Recorder of Riverside
County, Catifornia.
C. Copies of the DDA �►nd the Option Agreement are available for public
inspection at Seller's office at 73-510 Fred Waring Drive, Palm Desert, Calif'ornia 92260. ,
�IOW, ►'FIEREFORii, thc parties hereto certify ns follows:
(. Scller, pursuant to the Option Agreement, has grantcd Buyer �n option to
purchase the Property upon the temis and conditions provided for therein, for tlie
purposes of the devclupmcnt, operation and maintenance therea� of an educational
facility for the benefit of the cornmunity of the City of Palm Desert.
2. Unless earlier terminated, d�e tenn of il�e Option Agrecment shall expire as
provided in Section l.l of the Option Agrcement.
3. This Mcmorandum is not a compictc summary of the DDA or the Option
Agreement and shaU not be uscd to interprct the pro� isions of any of the docwneuts.
Witi�ess the signatures of 1he authorized representatives of thc parties as of the
date first sel forth above but actually on the dates set forth in the acknowledgments
below.
SELLER:
I'ALM DESERT
REDEVNLOPMENT AGEIvCY ATI'L'ST:
Secretary
By: '
Executive Dir r
li LJY [:R:
REGENTSOfi TH�
UNIVERS[TY OF CALIFORNIA,
a Caiifomia corporation,
on behalf of its Riverside ca►npus
E BY� -
Title:
BY' ------------ —_
Ti tie:
rbaoi�oao i�r_ i t�i. i
� B-2
}
STATE UF CAL1C•ORNIA )
) ss.
COUNTY OF , )
On , 2UU3 before me, _ _, personatly
appcared personally known to me (or proved to me on the b�isis of satisfactary evidence)
to be the person(s) whosc namc(s) is/are subscribed to �he ��ithin instrument and
acknowledged to me that he/she./they exccuted the same in his/her/their authorized
capacity(ies), and that by his/her;their signatures(s) on the instrument lhe person(s) or the
entity upon behalf of which the person(s) ncted, executed the inswment.
Witness my hund 1nd official sea1.
Notdry public
[S EA Lj
STATF, OF CAL(FORNIA )
} ss,
CQUNTY OF __ )
�c� ___ , 2043 before mc, ._ , personally
appeared persoually knawn co me (or proved to me on the basis of satisfactory evidence)
to be the person(s) �vhose name(s) is/are subscribed tn the within instrument and
acknowtedged to me that he/slte./they cxecuted tl�e sarne in his/her/thcir authorizcd
capacity(ies), and that by his/her/their si6natures(s) on the instrument the person(s) or the
entity upon behaif aF which the person(s) acted, erecutcd the instrument. '
Witness my hand and official seal.
Notary public
[SEAL]
r6aornoomz io6 �. t
B-3
s��n�rr oH c�L►F�o�zN��� �
� 55.
couN�rY o� ----_...._ )
On , 2003 before roe, __ , persunally
appeared personally luiown to me (or proved to me on the basis af satisfactory evidence)
to be the person(s) whose nnrne(s) is/ure subscribed to thc within instn�ment and
acknowledged to me that hclshc/lhey exccuted thc samc in hi�/herltheir authorized
capacity(ies), and th�t by his/her/their signutures(s) on the instrumcnt the person(s) or ihe
entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and ofticial scul.
Nocury puUlic
[S EAL]
STATE Ot' CALlFORNIA }
) ss.
couN�rY oH _ �
On , 2003 before me, , personully
appe�red 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
acknow2edged to me that he/she/they executed tlis same in his/herltheir authorized
capacity(ies), and that by his/her/their signacures(s) on the instrument the person(s) or the
entity upon behalf of which che person(s) acted, executed the instrument.
Witness my hand and official seal.
Notary public
(S 6A LJ
Pb402�U00 i �7210b l. I
B-4
EXf�iIBIT A
TO MEMOIZANUUM OF OPTIOV
UCR -- Yarcel B
l.egal Descripticm
All thnt portion of Sectiun 34, in Township 4 Sou1h, Range 6 East, San Bernardino
Meridian, in thc Count}r of Riverside, State of California, described as follows:
Seginning at thc Nortl�wesc corner of Scction 3, Township 5 South, Range 6 East, San
Bernardino Meridian, in the County of Riverside, State oE' Califomia, which bears S 89°
44' S9" W 783.33 feet from the Southeast corner of Section 33 in Township 4 South,
Range 6 East;
Thence N 89° 49' S9" E 92.52 fcet along tl�e S�uth line of saiJ Section 33;
Thence N 0° 10' Ol " W 81.00 feet to a line that is paralle! with �nd dist�nt 81.OU feet
Norlherly Crom said South line of Scction 33; said point being shown on u Record of
Survey recorded in Book 103, Pages 68 and 69, of Records of Survey of said County;
Thence N 89° 49' S9" E 82.84 feet along said parallel line and the Northerly ribht of way
line of Frank Sinat�a Drive;
'I'hence N 42° 11' 33" E 998.61 feet t� the begiruiinb of a nun-tangent curve, cuncavo
Northeasterly, and having a radius of 965.50 feer a radial line oC said curve throubh said
point bears S 37° 44' 14" W;
Thence Southcasterly along said cun�e 194.29 feet U�roubl� an angle of i 1° 3 t' 46" to tfie
true point of beginning;
Thence continuing Southcasterly alung said curve 761,54 feet throush an angle of 45" 11'
32" tu che beginninb of a compound curve, concave Soulhwestcrly, and having a radius
of 34.50 feet; a radial line of said curve through said point oCcompound curvature bears
N 18° 59' 04" W;
Thence Southeasterly along said curve �1.36 feet through an anble of 85° l7' 47';
Thence Wngent to said curve S 23° 41' 17" E] 27.01 feet to the bebinning of a tangent
curve concave Southwesterly and having a raaius of 452.50 feet;
Thence Southeasterly along said curve 185.83 fcct througlt ait angie of 23° 3 l' 49' ;
Thence S 0° 09' 28" E 194.00 feet;
'Chence S S9° 50' 32" W 11.50 feet;
Thence S 44° 50' 32" W 124.45;
Thcnce S 89° �U' 32" W 100.00 feet;
Thence S 38° 30' 19" W 6Q0.17 feet;
Thence S 89° SO' 32" W 37.�5 feet;
Thence N 45° 09' 45" W 32.53 feet;
P64021f1001\7210G 1. I
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Thence S 89° SO' 32" W I 1.�U feet;
� Thcnce N 0° b9' 28" W 637.7b f'eet co the truc point of'begini�ing.
The p�vicel described herein contains 490,668 sc�uare f'eet, inore or less.
;
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Pl442�0001\721061.1
C .
EXHIBIT B
FORM OF GRANT DEED
Recording Requested by and
when recorded return to and mail tax statements to:
Regents of the University of C1lifornia,
f I I 1 Franklin Street
Oakland, CA 94607-5200
Attn: Director of Real Estate
Assessor's Parcel Map No.:
Exempt from Recording Fees Pursuant to Government Code� 6103
GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ,
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY,
a public body, corporate and politic ("Grantor"),
hereby GRANTS to
THE REGENTS OF THE UNIVERSITY OF CAL[FORNIA, A CALIFORNIA
PUBLIC CORPORATION, ON BEHALF OF ITS RIVERSiDE CAMPUS ("Grantee")
the foilowing described re11 propei�ty, including 1ll water, oil, mineral, gas, and geothermal rights,
and including the right to extract the same from said real property, if and to the extent any such rights
are held by the Grantor (collectively, the "Property") located in City of Palm Desert, County of
Riverside, State of California:
See Exhibit A attached hereto and incorporated herein by reference.
SUBJECT TO, all easements, covenants, conditions, restrictiorm, reservations and rights of way and all
the matters of record.
RESERVING AI�ID EXCEPTING THEREFItOM.
1. This Grant of the Properly is furtherance of the purposes of the Redevelopment Plan For
Project 2 of the Palm Desert Redevelopment Agency and a Disposition and Development Agreement
entered into by and between GrAntor and Grantee dated as of March 22, 2001, �1s amended pursuant to the
terms of a First Amendment, dated December l2, 2d02, as farther amended pursuant to the terms of a
Second Amendment, dated , 2013 (the "Second Amendment"), the terms of which are
incorporated herein by reference (as so nmended, the "Agreement"). A copy of the Agreement is '
�2soo.00000�s i 9�s�s.a B-1
available for public inspection at the offices of the Grantor, 73-510 Fred Waring Drive, Palm Desert,
California 92260.
2. The Property is conveyed upon the conditions hereinafter specified, upon the
violatioi� or failure of any of which title to said Property may revert to and vest in Grantor as
provided in the Agreement; provided, however, that no reversion of the Property shalt occur unless
and until a failure or violation of one of the conditions hereafter specitied actually occurs, and Grantor
gives Grantee written notice thereof specifying the particular failure or violation in the manner and
time period provided in Section 7. L of the Agreement, and such failure or violatian shatl not have
been cured or remedied within the time period provided therefor in the Agreement. The conditions are:
A. The Property and [he improvements located thereon shall be developed and
used in the ma��ner and the provisions of the Agreement provided for in Section 4 of the Second
Amendment and other provisions of the Agreement, including, without limilation, development pursuant
to a Development Lease(s) as such term is defined in Section 4.2 of the Second Amendment.
B. By acceptance hereof, Grantee agrees, Fo� itself, its successors and assigns, to
refrain from restricting the rental, sale or lease of the PropeRy on the basis of race, color, creed,
religion, uncestry, sex, maritnl status, national origin or 1ge of any person in the sale, lease,
sublease, transfer, use, occupnncy, tenure or enjoyment of the Property, nor shal! the Grantee itself
or any persons claiming under or through it estabtish 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 in the Property. The foregoing covenlnts shall
run with the land.
All deeds, leases or contracts entered into wilh respect to the Property shall contain or be subject to
substantially the following nondiscrimination or nonsegreg�tion ctauses:
(i) ln 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 shal! be no discrimination against or segregation of, any person or group of persons on
account of race, color, creed, religion, national origin, sex, marital staws, age or ancestry in the sale,
lease, sublease, transfer, use, o�cupancy, tenure or enjoyment of the land herein conveyed, nor shall
the himself or h�rself, 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, subtenants, sublessees or vendees in the 11nd herein
conveyed. The foregoing covenants shali run with the land."
(ii) In leases: "The lessee herein coven�nts by and for himself or herself, his
or her heirs, executors, administrators and assigns, and alt persons claiming under ur through him or
her, and this lease is made and accepted upon and subject to the following conditions: That there be no
discrimination against or segregation of any person or group of persons, on account of age, race, color,
creed, religion, sex, mlrital status, nationnl origin, or ancestry, in lhe leasing, subleasing, transferring,
use or occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself oc herself,
or any person elaiming under or through him or her, estublish 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."
(iii) In contracts: "There shall be no discrimination against or segregation
of, Any person, or group of persons on account of race, color, cceed, religion, age, national
origin, sex, marital status or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or
72500.0000018 1 97 5 7 8.4 $-2
enjoyment of the land, nor shall the transferee 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,
subtenants, sublessees or vendees of the land."
3. All covenants and conditions contained in this Grant Deed, or incorporated herein by
reference [o the Agreement, shall run with the land and shall be binding for the benefit of Grantor
and its successors �nd assigns and such covenants and conditions shall run in favor of the Grantor and
for the entire period during which thc covenants and conditions 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 and conditions relate. The Gr�ntor, in the event of any breach of any such covenants and
conditions, shall have the right to exercise alt oF the rights and remedies provided herein or in
the Agreement, or otherwise av1ilable, and to maintain any actions at law Qr suits in equity or
other property proceedings to enforce tlie curiiig of such b�eacli. The covenants and conditions
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 undersioned has executed this Grant Deed as of the date set forth below.
Dated:
SUCCESSOR AGENCY TO THE PALM
DESERT REDEVELOPMENT AGENCY,
a public body, corporate and politic
�
Title:
72500.0000018197578.4 B-3
EXH{BIT "A"
Legal Description
Parcel "A"
A portion of that certain parcel of land described in the Grant Deed to the City of Palm
Oesert, a municipaf corporation, recorded March 14, 2011, as Document No. 2011-
0115457, Official Records of the County of Riverside, Califomia, said land being in the
west half of Section 34, Township 4 South, Range 6 East, S.B.M. in the City of Palm
Dese�t, County of Riverside, State of California, described as foilows:
Beginning at the westeriy camer of that certain parcel of fand desc�ibed in ihe Grant
Deed to the City of Palm Desert, a municipal corpora6on, recorded May 15, 2002, as
Documenf No. 2002-254640, Official Records of sald County of Riverside, said westerly
corner is shown as the Tn�e Point of Beginning (T.P.O.B.) on the northeriy right of way
line of Frank 5inatra Drive in said Grant Deed, said westerly corner also being a point
located 55.00 feet northe�ly, measu�eci at right angles, from the centerline of Frank
Sinatra Drive;
thence along the northerly {ine of said parcel of land described in said Document No.
2002-254640 through the foilowing four courses:
1) N 88' 30' 19" E 600.1 ? feet;
2) thence N 89' SQ' 32" E 100.00 feet;
3) thence N 44' S0' 32" E 124.45 feet;
4) thence N 89' S0' 32" E 2.00 feet;
thence leaving said no�the�ly line N 0' 09' 28" W 59.49 feet to the beginning of a curve
concave to the west having a radius of 743.00 feet;
thence northerly 286.47 feet along said cunre through a central angle of 22' 05' 26";
thence N 22' 14' 54" W 159.35 feet;
thence N 67' 14' 54" W 22.72 feet to the beginning of a curve concave to the north
having a radius of 975.00 feet, a radial line through said beginning of curve bears S 17'
56' 24N E;
thence westerly 746.56 feet along said curve through a cantral angle of 43' S2' 17" to
the east line of that certain parcel of land described in the Grant Deed to the Regents of
the University af California recorded February 10, 2003, as Document No, 2003-
095264, Olficial Records of said County of Riverside;
thence along said east line S 0' 09' 28" E 627.17 feet to the most easterly southeast
comer of said parcel of land per pocument No. 2003-095264;
Page 1 of 2
thence along the southerly lines of said parce! ot land per pocument No. 2003-095264
through the following three courses:
1) S 89° 50' 32" W 35.02 feet to the beginning of a curve concave to the
northwest having a radius of 18.00 feet, a radial line of said curve through
said beginning bears S 85° 01'34" E; '
2) thence southeriy and westerly 31.93 faet along said curve through a centrai ,
angle of 101' 38' 27";
3) thence S 44° 50' 32" W 10.43 feet to said northerly right of way line of Frank
Sinatra Orive;
thence along said northeriy right of way line N 89° 50' 32" E 137.45 feet to ihe Point of
Beginning.
Parcel "A" containing 10.82 acres, mo�e or less.
Subject to ail covenants, rights, righi-of-ways and easemerits of record, if any,
Atso, subject to an easement for public use for public utility purposes and pedestrian
facilities over the southerly 20 feet of the above described Parcel A.
. C? .�u ��3, 20 /3
. Page Garne p Date
City Surveyor �� �qr•�
City of Palm Desert, CA Qv� °�ti� '`o�,
Page 2 of 2
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* DEPARTMENT OF EoMUNo [i. BwowN Ja. • GOVERNOp
°����•`"r F f N A N C E o � s � s.�csr � OACNAM�NrO GA � V SO 1 4•i'iO6 � www.00r.c�.00v
March 9, 2013
Ms. Veronica Tapia, Accountant II
City ot Palm Desert
73-510 Fred Waring Drive
Paim Desert, CA 92260
Dear Ms. Tapia:
Subjec� Approva! of Oversight Board Action
The City of Palm Desert Successor Agency (Agency) notlfied tha Califomia Department of
Fi�ance (Financa) of its December 3, 2012 oversight board (OB) resolution No. OB-024 on
December 6, 2012. Pursuant tfl Health and Safety Code (HSC) section 34179 (h), Finance has
compieted its review of the OB action, which may have included obtaining clariflcation fo�
various items.
Based on our review and application of the law, OB ResoluUan No. OB-024, related to the
conveyance of 11.5 acres of land, designated as Parcel S, to the Regents of the University of
Califomia, Riverside (UCR) for the expansion of educational programs purs�ant to existing
option agreement, is approved.
On Marcy 22, 2001, the former Palm Desert redevelopment agency (RDA) entered into a
Dispasition and Development Ag�eement with UCR. The DDR included an option for UCR to
purchase Pa�cel 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 8eliz Chappuie, Supervisor or Mindy Patterson, Lead Analyst at
(916) 445-1546.
Sincerely,
i/ <—
.sx.
STEVE SZALAY
Local Governmenl Consultent
cc: Ms. Pam Elias, Chief Accounting Property Tax Divisfon, County of Riversfde
Auditar Controller
California State Controllers Office