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City_Council/Community Redevelopment
Agency Staff Report
DATE: FEBRUARY 6, 2008 CONSENT CALENDAR
SUBJECT: APPROVAL OF THE TRANSFER OF THE VILLAGE GREEN, SUNRISE
PARK, AND THE PALM SPRINGS VISITOR CENTER AND A
SUBLEASE INTEREST IN THE DOWNTOWN PARKING STRUCTURE
BY THE CITY OF PALM SPRINGS, CALIFORNIA, TO THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS; AND,
A RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS APPROVING THE TRANSFER AND
ACCEPTING GRANT DEEDS FROM THE CITY OF PALM SPRINGS
FOR THE PROPERTIES AND APPROVING THE SUBLEASE
FROM: David H. Ready, City Manager/Executive Director
BY: Community & Economic Development Department
SUMMARY:
These actions approve the transfer of three parcels of land with certain real property
improvements within and adjacent to the Project Areas, generally identified as the
Village Green (211 South Palm Canyon Drive; APN: 513-153-017); Sunrise Park
(1901 E. Baristo Road; APNs 502-200-001 and 502-200 002); and the Palm Springs
Visitor Center (2901 North Palm Canyon Drive; APN: 504-040 001-8); and,
approves a Sublease Agreement between the City and Agency for the Downtown
Parking Structure at the northwest corner of Indian Canyon Drive and Baristo Road
(APNs 513-154-045, 513-154-046, 513-154-047, 513-154-044, and 513-154-048).
Agency desires to implement the Amended and Restated Redevelopment Plans for
Merged Redevelopment Project Area No. 1 and Merged Project Area No. 2 ("Project
Areas") by providing for the acquisition of certain public facilities in the Project Areas.
The Agency finds that these properties are being acquired to implement and further the
purposes of the adopted redevelopment plan for Merged Project Area No. 1 and
Merged Project Area No. 2.
ITEM NO.
The Agency and City are in the process of preparing real property appraisals of these
Properties for the purpose of determining the fair market value of the three parcels that
make up the purchased Properties. The Agency acknowledges that the fair market
value of the Property as determined by the appraisal shall be the transfer price of the
Property and Agency agrees to pay a sum equal to the fair market value as determined
in the appraisal to the City in full payment of the Property. The Sublease Agreement on
the Parking Structure would provide for a lease payment to the City of an amount not to
exceed the annual debt service on the existing bond issue.
The Agency action would accept the Grant Deeds from the City and agree to pay fair
market value for The Village Green, Sunrise Park and the Visitor Center, in the amount
based on appraisals undertaken by Dozier Appraisal Company and Lidgard &
Associates Appraisers, as well as approves the Sublease Agreement. All three transfer
properties are subject to Lease, Use and License Agreements between the City of Palm
Springs and other entities, including the Palm Springs Power baseball team, Mizell
Senior Center, the Boys & Girls Club of Palm Springs, the Well in the Desert, the Agua
Caliente Band of Cahuilla Indians, the Palm Springs Historical Society, Palm Springs
Fudge, the Palm Springs Unified School District, and others.
The Agency would execute Promissory Notes to the City for the amount of the three
properties in the amount determined by the appraisals, as well as the Sublease
Agreement on the Parking Structure. The resolutions also authorize and direct the City
Manager/Executive Director to complete and execute on behalf of the City and Agency
all such documents related to this transaction, including inserting the appraised value
into the Promissory Notes.
RECOMMENDATION:
CITY COUNCIL RECOMMENDATION:
1. Adopt Resolution No. , "A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING THE TRANSFER
TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM
SPRINGS, CALIFORNIA, OF THE VILLAGE GREEN, SUNRISE PARK, AND
THE PALM SPRINGS VISITOR CENTER";
2. Adopt Resolution No. , "A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING A SUBLEASE OF
THE DOWNTOWN PARKING GARAGE TO THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS";
COMMUNITY REDEVELOPMENT AGENCY RECOMMENDATION:
3. Adopt Resolution No. , "A RESOLUTION OF THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS,
CALIFORNIA, APPROVING THE TRANSFER AND ACCEPTING GRANT
000032
DEEDS FROM THE CITY OF PALM SPRINGS FOR TRANSFER OF THE
VILLAGE GREEN, SUNRISE PARK, AND THE PALM SPRINGS VISITOR
CENTER";
4. Adopt Resolution No. "A RESOLUTION OF THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS APPROVING
A SUBLEASE AGREEMENT WITH THE CITY OF PALM SPRINGS FOR THE
DOWNTOWN PARKING GARAGE"; AND
5. AUTHORIZE THE CITY MANAGER/EXECUTIVE DIRECTOR TO COMPLETE
AND EXECUTE ALL THE DOCUMENTS RELATED TO THE TRANSFER IN A
FORM ACCEPTABLE TO THE CITY ATTORNEY.
J�dh S. ay o , Director of Thomas J. Wi on
om nity onomic Development Assistant City Manager, Development Services
David H. Ready
City Manager/Exec irector
Attachments:
1. City Resolution
2. City Resolution - Sublease
3. CRA Resolution
4. CRA Resolution - Sublease
5. Promissory Notes (3)
6. Sublease Agreement
000003
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF PALM SPRINGS, CALIFORNIA,
APPROVING THE TRANSFER TO THE
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, CALIFORNIA,
OF THE VILLAGE GREEN, SUNRISE PARK,
AND THE PALM SPRINGS VISITOR CENTER
The City Council of the City of Palm Springs resolves:
SECTION 1. The City Council of the City of Palm Springs, pursuant to authority provided
under Health and Safety Code Section 33220, approves the sale of a
parcel of land with certain real property improvements (Property No. 1)
to the Community Redevelopment Agency of the City of Palm Springs
within Merged Project Area No. 1, generally identified as The Village
Green (211 South Palm Canyon Drive; APN: 513-153-017). The City
Council finds that the sale of this property to the Community
Redevelopment Agency of the City of Palm Springs will aid in the
planning, undertaking, construction, and operation of redevelopment
within Merged Project Area #1.
SECTION 2. The Agency and City are in the process of preparing a real property
appraisal of Property No. 1 for the purpose of determining the fair market
value. The City Council acknowledges that the fair market value of
Property No. 1 as determined by the appraisal shall be the purchase price
of the Property and City Council accepts payment of a sum equal to the
fair market value as determined in the appraisal from the Agency in full
payment of the Property.
SECTION 3. The City Council of the City of Palm Springs, pursuant to authority provided
under Health and Safety Code Section 33220, approves the sale of two
parcels of land with certain real property improvements (Property No.
2) within Merged Project Area No. 2, generally identified as Sunrise
Park (1901 E. Baristo Road; APNs 502-200-001 and 502-200-002) to
the Community Redevelopment Agency of the City of Palm Springs.
The City Council finds that the sale of this property to the Community
Redevelopment Agency of the City of Palm Springs will aid in the
planning, undertaking, construction, and operation of redevelopment
within Merged Project Area #2.
SECTION 4. The Agency and City are in the process of preparing a real property
appraisal of Property No. 2 for the purpose of determining the fair market
value. The City Council acknowledges that the fair market value of
550G55.1
Property No. 2 as determined by the appraisal shall be the purchase price
of the Property and City Council accepts payment of a sum equal to the
fair market value as determined in the appraisal from the Agency in full
payment of the Property.
SECTION 5. The City Council of the City of Palm Springs, pursuant to authority provided
under Health and Safety Code Section 33220, approves the sale of a
parcel of land with certain real property improvements (Property No. 3)
located adjacent to Merged Project Area No. 1, generally identified as
the Palm Springs Visitor's Center (northwest corner of North Palm
Canyon and Tramway Road; APN: 504-040-001-8) to the Community
Redevelopment Agency of the City of Palm Springs. The City Council
finds that the sale of this property outside the Project Area to the
Community Redevelopment Agency of the City of Palm Springs will aid
in the planning, undertaking, construction, and operation of
redevelopment within Merged Project Area #1.
SECTION 6. The Agency and City are in the process of preparing a real property
appraisal of Property No. 3 for the purpose of determining the fair market
value. The City Council acknowledges that the fair market value of
Property No. 3 as determined by the appraisal shall be the purchase price
of the Property and City Council accepts payment of a sum equal to the
fair market value as determined in the appraisal from the Agency in full
payment of the Property.
SECTION 7. The City Council assigns its rights, title, and interest in any existing leases
or rental agreements for any portion of Property No. 1, Property No. 2,
and Property No. 3 to the Community Redevelopment Agency of the City
of Palm Springs.
SECTION 8. The City Council authorizes and directs the City Manager to execute grant
deeds in favor of the Community Redevelopment Agency of the City of
Palm Springs, to accept payment, and to complete and execute such
other documents as may be reasonably necessary or prudent to
complete this transaction as provided in this Resolution.
PASSED, APPROVED, AND ADOPTED THIS DAY OF FEBRUARY, 2008.
STEVE POUGNET, MAYOR
ATTEST:
James Thompson, City Clerk
550655 I
0000917,
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF PALM SPRINGS )
I, JAMES THOMPSON, City Clerk of the City of Palm Springs, do hereby certify that
Resolution No. is a full, true and correct copy, and was adopted at a
regular meeting of the Palm Springs City Council on the day of
2008, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
James Thompson, City Clerk
City of Palm Springs, California
ssness�
0000 6
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF PALM SPRINGS, CALIFORNIA,
APPROVING A SUBLEASE OF THE DOWNTOWN
PARKING GARAGE TO THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF
PALM SPRINGS
The City Council of the City of Palm Springs resolves:
1. The City Council of the City of Palm Springs, pursuant to authority provided
under Health and Safety Code Section 33220, approves the sublease certain property
generally located at the northwest corner of Indian Canyon Drive and Baristo Road
(APNs 513-154-045, 513-154 046, 513-154-047, 513-154-044, and 513-154-048)
and referred to as the "Downtown Parking Garage," to the Community Redevelopment
Agency of the City of Palm Springs ("Agency"). The City Council finds that the sale of
the Parking Garage to the Agency will aid in the planning, undertaking, construction,
and operation of redevelopment within Merged Project Area No. 1.
2. The City agrees that the annual cost of such sublease shall be an amount
equal to all annual payments and costs of the City pursuant to a Lease Agreement dated
August 1, 2002 between the City and the Palm Springs Public Financing Authority
("Lease Agreement").
3. In approving this Sublease, the City acknowledges that the Sublease is
subject and subordinate in all respects to the Lease Agreement and the City
acknowledges that it shall at all times remain liable for the performance of the covenants
and conditions on its part to be performed under the Lease Agreement.
3. The City Council authorizes and directs the Mayor to execute the Sublease on
behalf of the City and to execute such other documents as may be reasonably
necessary or prudent to complete this transaction as provided in this Resolution. The
City Manager is directed to accept payment in the amounts as provided in the Sublease.
PASSED, APPROVED, AND ADOPTED THIS DAY OF FEBRUARY, 2008.
STEVE POUGNET, MAYOR
ATTEST.-
James Thompson, City Clerk
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF PALM SPRINGS )
I, JAMES THOMPSON, City Clerk of the City of Palm Springs, do hereby certify that
Resolution No. is a full, true and correct copy, and was adopted at a
regular meeting of the Palm Springs City Council on the day of
2008, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
James Thompson, City Clerk
City of Palm Springs, California
550GS5.1
00002E
RESOLUTION NO.
A RESOLUTION OF THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF
PALM SPRINGS APPROVING THE TRANSFER
AND ACCEPTING GRANT DEEDS FROM THE
CITY OF PALM SPRINGS FOR PURCHASE OF
THE VILLAGE GREEN, SUNRISE PARK, AND THE
PALM SPRINGS VISITOR CENTER
The Community Redevelopment Agency of the City of Palm Springs finds:
A. The Community Redevelopment Agency of the City of Palm Springs
("Agency") is a public body, corporate and politic, exercising governmental functions and
powers and organized and existing under the Community Redevelopment Law of the
State of California (Health and Safety Code Sections 33000, et. seq.).
B. The Agency desires to implement the Amended and Restated
Redevelopment Plans for its Merged Project Areas Nos. 1 and 2 ("Project Areas") by
providing for the acquisition of certain public land and facilities in the Project Areas.
C. The Agency finds that the properties which are the subject of this
resolution are being acquired to implement and further the purposes of the adopted
redevelopment plans for the Project Areas, including the planning, undertaking,
construction, and operation of redevelopment within Project Areas.
NOW, THEREFORE, the Community Redevelopment Agency of the City of Palm
Springs resolves:
1. The Agency approves the purchase of three parcels of land with certain
real property Improvements ("Property No. 1, Property No. 2, and Property No. 3")
within and adjacent to the Project Areas, generally identified as the Village Green
(Property No. 1, 211 South Palm Canyon Drive; APN: 513-153-017); Sunrise Park
(Property No. 2, 1901 E_ Baristo Road; APNs 502-200-001 and 502-200-002); and
the Palm Springs Visitor Center (Property No. 3, 2901 North Palm Canyon Drive;
APN: 504-040-001-8).
2. The Agency and City are in the process of preparing a real property
appraisal of the Property for the purpose of determining the fair market value of the three
parcels that make up the Properties. The Agency acknowledges that the fair market
value of the Property as determined by the appraisal shall be the purchase price of the
Property and Agency agrees to pay a sum equal to the fair market value as determined
in the appraisal to the City in full payment of the Property.
3. The Agency accepts the rights, title, and interest in any existing leases or
rental agreements for any portion of Property No. 1, Property No. 2, and Property No. 3
from the City of Palm Springs.
I 000009
4. The Agency authorizes and directs the Agency Executive Director to pay to
the City the purchase price as determined by the appraisal, execute an acceptance of
the Grant Deeds on behalf of the Agency, and to complete and execute Promissory
Notes and such other documents as may be reasonably necessary or prudent to
complete this transaction.
PASSED, APPROVED, AND ADOPTED THIS DAY OF FEBRUARY, 2008.
STEVE POUGNET, CHAIRMAN
ATTEST:
James Thompson, City Clerk
0000-0
1
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF PALM SPRINGS )
I, JAMES THOMPSON, City Clerk of the City of Palm Springs, do hereby certify that
Resolution No. is a full, true and correct copy, and was adopted at a
regular meeting of the Palm Springs City Council on the day of
2008, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
James Thompson, City Clerk
City of Palm Springs, California
I
AGENCY RESOLUTION NO.
A RESOLUTION OF THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF
PALM SPRINGS APPROVING A SUBLEASE
AGREEMENT WITH THE CITY OF PALM
SPRINGS FOR THE DOWNTOWN PARKING
GARAGE
The Community Redevelopment Agency of the City of Palm Springs finds:
A. The Community Redevelopment Agency of the City of Palm Springs
("Agency") is a public body, corporate and politic, exercising governmental functions and
powers and organized and existing under the Community Redevelopment Law of the
State of California (Health and Safety Code Sections 33000, et. seq,).
B. The Agency desires to implement the Amended and Restated
Redevelopment Plans for its Merged Project Areas No. 1 ("Project Area") by providing
for the acquisition of certain public land and facilities in the Project Areas. It is the desire
of the Agency to acquire a sublease interest in five parcels with certain real property
improvements located in Merged Project Area No. 1, identified as the Downtown
Parking Garage at the northwest corner of Indian Canyon Drive and Baristo Road
(APNs 513-154-045, 513-154-046, 513-154-047, 513 154-044, and 513-154-048,
the "Downtown Parking Garage").
C. The Agency finds that the acquisition of a sublease interest in the
Downtown Parking Garage is appropriate and prudent to implement and further the
purposes of the adopted redevelopment plans for the Project Area, including the
planning, undertaking, construction, and operation of redevelopment within Project Area.
NOW, THEREFORE, the Community Redevelopment Agency of the City of Palm
Springs resolves:
1. The Agency approves the Sublease Agreement with the City of Palm
Springs for the Downtown Parking Garage.
2. The Agency agrees that the annual cost of such sublease shall be an
amount equal to all annual payments and costs of the City pursuant to a Lease
Agreement dated August 1, 2002 between the City and the Palm Springs Public
Financing Authority.
3. The Agency authorizes and directs the Agency Executive Director to
execute the Sublease, pay to the City the amounts specified in the Sublease, and
execute such other documents as may be reasonably necessary or prudent to complete
this transaction.
000K2
I
PASSED, APPROVED, AND ADOPTED THIS DAY OF FEBRUARY, 2008.
STEVE POUGNET, CHAIRMAN
ATTEST:
James Thompson, City Clerk
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.
CITY OF PALM SPRINGS )
1, JAMES THOMPSON, City Clerk of the City of Palm Springs, do hereby certify that
Resolution No. is a full, true and correct copy, and was adopted at a
regular meeting of the Palm Springs City Council on the day of
2008, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
James Thompson, City Clerk
City of Palm Springs, California
a0®02,3
PROMISSORY NOTE
Village Green
$ Palm Springs, California
February 7, 2008
FOR VALUE RECEIVED, the REDEVELOPMENT AGENCY OF THE CITY
OF PALM SPRINGS, a public body, corporate and politic ("Obligor")promises to pay to
the CITY OF PALM SPRINGS, a public body, corporate and politic ("Holder"), the
principal sum of (U.S.
$ ) plus accrued interest in legal currency of the United States, on the
terms described in this Note. The entire unpaid principal and any accrued interest shall
be fully and immediately payable upon demand of Holder.
This note is made with reference to the sale of The Village Green (APN 513-153-017).
Interest shall accrue monthly at a yearly rate between six percent (6%) and ten percent
(10%) established in the sole discretion of the Holder on or before the April 15 preceding
the subsequent fiscal year comunencing on July 1. The initial interest rate shall be ten
percent (10%). If Holder does not change the interest rate on or before April 15 0£ a
given year for the following fiscal year beginning July 1, the rate of interest shall remain
unchanged until the following fiscal year.
On or before September 1 of each year, Obligor shall pay that portion of accrued interest
and a portion of the principal as may be demanded by Holder on or before the preceding
April 15. If Holder makes no demand on or before April 15 of a given year for the
following fiscal year beginning July 1, or if the Holder only demands a portion of accrued
interest, the interest not demanded shall continue to accrue and be added to the principal
for the following fiscal year.
This Note is entered into and shall be governed by the laws of the State of California,
without reference to principles of conflicts or choice of law. Obligor consents to
jurisdiction over in any state or federal court situated in the Comity of Riverside, State of
California, on any action based on or arising out of this Note.
Any person or entity who takes over the any duties and obligations under this Note, is
also liable for the satisfaction of all such duties and obligations. Holder may enforce its
rights under this Note against each such person or entity individually or against all such
persons or entities together.
Each Obligor for itself and each of its respective representatives, successors and assigns,
expressly waives presentment, demand, protest, notice of dishonor, notice of non-
payment, notice of maturity, notice of protest, diligence in collection and any exemptions
under applicable insolvency laws.
000®r'. 4
5$4804 2
No delay or failure by Flolder in the exercise of any rights or remedy provided for
hereunder shall be deemed a waiver of any other right or remedy which holder otherwise
may have under or by reason hereof. No waiver of any payment or performance due
under this Note shall operate as a waiver of any other payment or performance.
"OBLIGOR" "HOLDER"
Community Redevelopment Agency of the City of Palm Springs, a public body,
City of Palm Springs, a public body, corporate and politic.
corporate and politic.
By: David Ready By: Steve Pougnet
Its: Executive Director Its: Mayor
2 p� C
554504 2
PROMISSORY NOTE
Sunrise Park
$ Palm Springs, California
February 7, 2008
FOR VALUE RECEIVED, the REDEVELOPMENT AGENCY OF THE CITY
OF PALM SPRINGS, a public body, corporate and politic ("Obligor") promises to pay to
the CITY OF PALM SPRINGS, a public body, corporate and politic ("Holder"), the
principal sum of (U.S.
$ ) plus accrued interest in legal currency of the United States, on the
terms described in this Note. The entire unpaid principal and any accrued interest shall
be fully and immediately payable upon demand of Holder.
This note is made with reference to the sale of Sunrise Park (APNs 502-200-001 and 502-
200-002). Interest shall accrue monthly at a yearly rate between six percent (6%) and ten
percent (10%) established in the sole discretion of the Holder on or before the April 15
preceding the subsequent fiscal year commencing on July 1. The initial interest rate shall
be ten percent (10%). If Holder does not change the interest rate on or before April 15 of
a given year for the following fiscal year beginning July 1, the rate of interest shall
remain unchanged until the following fiscal year.
On or before September 1 of each year, Obligor shall pay that portion of accrued interest
and a portion of the principal as may be demanded by Holder on or before the preceding
April 15. If Holder makes no demand on or before April 15 of a given year for the
Following fiscal year beginning July 1, or if the Holder only demands a portion of accrued
interest, the interest not demanded shall continue to accrue and be added to the principal
for the following fiscal.year.
This Note is entered into and shall be governed by the laws of the State of California,
without reference to principles of conflicts or choice of law. Obligor consents to
jurisdiction over in any state or federal court situated in the County of Riverside, State of
California, on any action based on or arising out of this Note.
Any person or entity who takes over the any duties and obligations under this Note, is
also liable for the satisfaction of all such duties and obligations. Holder may enforce its
rights under this Note against each such person or entity individually or against all such
persons or entities together.
Each Obligor for itself and each of its respective representatives, successors and assigns,
expressly waives presentment, demand, protest, notice of dishonor, notice of non-
payment, notice of maturity, notice of protest, diligence in collection and any exemptions
under applicable insolvency laws.
554804.2 D {J
No delay or failure by Holder in the exercise of any rights or remedy provided for
hereunder shall be deemed a waiver of any other right or remedy which Holder otherwise
may have under or by reason hereof. No waiver of any payment or performance due
under this Note shall operate as a waiver of any other payment or performance.
"OBLIGOR" "HOLDER"
Community Redevelopment Agency of the City of Palm Springs, a public body,
City of Palm Springs, a public body, corporate and politic.
corporate and politic.
By: David Ready By: Steve Pougnet
Its: Executive Director Its: Mayor
2
5549041
PROMISSORY NOTE
Visitor Center
S Palm Springs, California
February 7, 2008
FOR VALVE RECEIVED, the REDEVELOPMENT AGENCY OF THE CITY
OF PALM SPRINGS, a public body, corporate and politic ("Obligor") promises to pay to
the CITY OF PALM SPRINGS, a public body, corporate and politic ("Holder"), the
principal sum of (U.S.
$ ) plus accrued interest in legal currency of the United States, on the
terms described in this Note_ The entire unpaid principal and any accrued interest shall
be fully and immediately payable upon demand of Holder_
This note is made with reference to the sale of the Visitor Center (APN 504-040-001-8).
Interest shall accrue monthly at a yearly rate between six percent (6%) and ten percent
(10%) established in the sole discretion of the Holder on or before the April 15 preceding
the subsequent fiscal year commencing on July 1. The initial interest rate shall be ten
percent (10%). If Holder does not change the interest rate on or before April 15 of a
given year for the following fiscal year beginning July 1, the rate of interest shall remain
unchanged until the following Fiscal year.
On or before September 1 of each year, Obligor shall pay that portion of accrued interest
and a portion of the principal as may be demanded by Holder on or before the preceding
April 15. If Holder makes no demand on or before April 15 of a given year for the
following fiscal year beginning July 1, or if the Holder only demands a portion of accrued
interest, the interest not demanded shall continue to accrue and be added to the principal
for the following fiscal year.
This Note is entered into and shall be governed by the laws of the State of California,
without reference to principles of conflicts or choice of law. Obligor consents to
jurisdiction over in any state or federal court situated in the County of Riverside, State of
California, on any action based on or arising out of this Note.
Any person or entity who takes over the any duties and obligations under this Note, is
also liable for the satisfaction of all such duties and obligations. Holder may enforce its
rights under this Note against each such person or entity individually or against all such
persons or entities together.
Each Obligor for itself and each of its respective representatives, successors and assigns,
expressly waives presentment, demand, protest, notice of dishonor, notice of non-
payment, notice of maturity, notice of protest, diligence in collection and any exemptions
under applicable insolvency laws.
554904 1 ®0 0 0.�.
No delay or failure by Holder in the exercise of any rights or remedy provided for
hereunder shall be deemed a waiver of any other right or remedy which Holder otherwise
may have under or by reason hereof. No waiver of any payment or performance due
under this Note shall operate as a waiver of any other payment or performance.
"OBLIGOR" "HOLDER"
Community Redevelopment Agency of the City of Palm Springs, a public body,
City of Palm Springs, a public body, corporate and politic.
corporate and politic.
By: David Ready By: Steve Pougnet
Its: Executive Director Its: Mayor
2
5549042 0 0 0®1 S
SUBLEASE AGREEMENT FOR DOWNTOWN PARKING GARAGE
THIS Sublease Agreement for Parking Garage (the "Sublease") is made
and entered into this 7th day of February, 2008 (the "Effective Date"), by and
between the City of Palm Springs, a Charter city and municipal corporation (the
"City"), and the Community Redevelopment Agency of the City of Palm Springs,
a public body, corporate and politic ("Agency").
RECITALS
A. City is the owner of that certain real property for which the common
street address is 295 South Indian Canyon Drive (APN 513-154-045, 513-154-
046, 513-154-047, 513-154 044, and 513-154 048) ("Downtown Parking
Garage'), located entirely within the City of Palm Springs, County of Riverside,
State of California. A legal description and a depiction of the property is attached
to this Sublease as Exhibits "A" and "B."
B. For the purpose of financing the construction of the improvements
on the Downtown Parking Garage property through the sale of certificates of
participation, the City entered into an arrangement whereby the City leased the
Downtown Parking Garage to the Palm Springs Public Financing Authority
("Authority") and leased the property back from the Authority pursuant to a Lease
Agreement dated August 1, 2002 ("Lease Agreement"), under which the City
pays rental payments and additional costs and charges to the Authority for the
use and occupancy of the Parking Garage. Without altering the terms of, or
relieving itself of its obligations under, the Lease Agreement with the Authority,
the City desires to sublease the Parking Garage to the Agency.
C. Agency desires to sublease the Parking Garage from the City to
implement and further the purposes of the Agency's adopted redevelopment
plans, including the planning, undertaking, construction, and operation of
redevelopment within its adopted project areas.
AGREEMENT
NOW THEREFORE, the parties hereto agree as follows:
1. Parking Garage. The Downtown Parking Garage consists of a multi-level
parking structure, and is being provided to Agency on an "As Is" basis.
2. Delivery of Parking Garage; Possession; Condition, City hereby delivers
and subleases to Agency, and Agency hereby subleases from City, the Parking
Garage for the Term (as defined in this Sublease) and upon the terms and
conditions as set forth in the Sublease. Agency accepts the Parking Garage in
an "As Is" condition without any representations or warranties being made by
City. City expressly disclaims any warranty or representation with regard to the
- 1 - 000020
condition, safety or security of the Parking Garage or the suitability of the Parking
Garage for Agency's intended use.
3. Use. Agency shall use the Parking Garage for the parking of vehicles and
the provision of vehicular and pedestrian access to and from the Parking Garage.
Agency shall not cause or permit the Parking Garage to be used in any way
which (i) constitutes a violation of any law, ordinance, or governmental
regulation, or order regulating the manner of use by Agency of the Parking
Garage (including, without limitation, any law, ordinance, regulation, or order
relating to Hazardous Materials), (ii) constitutes a nuisance or waste, or (iii)
increases the cost of any insurance relating to the Parking Garage paid by City.
Agency shall obtain, at its sole cost and expense, all governmental permits,
licenses and authorizations of whatever nature required by any governmental
agencies having jurisdiction over Agency's use of the Parking Garage. Further,
Agency, at its sole cost, will comply with all applicable governmental laws and
regulations in connection with its operations within the City of Palm Springs.
Agency will also comply with any and all reasonable rules and regulations
promulgated by City. The Parking Garage shall be used solely for the use
described in this Section 3 and for no other use or purpose. No signage shall be
installed on the Parking Garage without receipt of the prior written approval of
City.
4. Term. The Sublease shall be effective as of the Effective Date noted above
and shall extend through August 1, 2027 ("Termination Date"); provided,
however, that in the event the Sublease is terminated by either party thereto for
any reason, then, and in that event, the same shall automatically terminate
without any further notice or action by either of the parties hereto. Upon
expiration or termination of the Sublease, Agency shall surrender the Parking
Garage to City.
6. Rent. Commencing on the Effective Date, Agency agrees to pay an annual
amount equal to all annual amounts due and payable to the City of Palm Springs
Financing Authority ("Authority") pursuant to the provisions of Section 3 of a
Lease Agreement between the City and the Authority dated August 1, 2002 or
such other amount as the Parties may agree.
6. General Maintenance and Repairs. Agency shall perform general
maintenance and repair of the Parking Garage, including but not limited to
landscaping, prompt elimination of graffiti, provision of an adequate number of
garbage and trash receptacles, and climate control, and keep all portions of the
Parking Garage in a clean and orderly condition to the satisfaction of City.
Agency shall be responsible for any damage done in or to the Parking Garage
caused by Agency or its employees, agents, contractors and invitees. Upon
termination of this Sublease, Agency shall peaceably surrender and quit the
Parking Garage in good order, condition and repair, reasonable wear and tear
excepted only and, at its expense, shall remove all of its trade fixtures and
personal property and repair any damage to the Parking Garage occasioned by
- 2 -
removal of these items.
7. Liens. Agency shall not permit to be placed against the Parking Garage,
or any part of the Parking Garage, any mechanics', materialmen's, contractors',
subcontractors' or other liens. Agency shall indemnify, defend (with counsel
acceptable to City) and hold City harmless from all liability for any and all liens,
claims and demands, together with the costs of defense and reasonable
attorneys' fees related to same. City reserves the right, at any time and from
time to time, to post and maintain on the Parking Garage, any portion thereof or
on the improvements on the Parking Garage any notices of nonresponsibility or
other notice as may be desirable to protect City against liability. In addition to
and not in limitation of City's other rights and remedies under this Sublease,
should Agency fail, within ten (10) days of a written request from City, to
discharge any lien or claim related to Agency's use of the Parking Garage, or to
indemnify, hold harmless and defend City from and against any loss, damage,
injury, liability or claim arising out of Agency's use of the Parking Garage as
provided above, then City, at its option, may elect to pay any lien, claim, loss,
demand, injury, liability or damages, or settle or discharge any action or satisfy
any judgment and all costs, expenses and attorneys' fees incurred in doing so
shall be paid to City by Agency upon written demand, together with interest
thereon at the rate of seven percent (7%) per annum (but in no event more than
the maximum interest rate permitted by law) from the date incurred or paid
through and including the date of payment.
8. IndemnitV. As a material part of the consideration to City, Agency shall
indemnify, defend, and hold City, its officers, directors, employees, and agents
harmless from any loss, damage, injury, accident, casualty, liability, claim, cost or
expense (including, but not limited to, reasonable attorneys' fees) of any kind or
character to any person or property (collectively, "Claims") arising from or related
to Agency's use of the Parking Garage before, during, and after the Term, the
conduct of Agency's business and/or any act or omission of Agency, its
employees, agents, contractors or invitees. Agency shall not be liable for such
Claims to the extent and in the proportion that the same is ultimately determined
to be attributable to the sole gross negligence or intentional misconduct of City.
All indemnity obligations under this Section shall survive the expiration or
termination of this Sublease.
9. Insurance. Pursuant to the provisions of the Lease Agreement, the City is
obligated to insure the Parking Garage and provide insurance of its obligations
under the Lease Agreement. The City shall cause the Agency and its officers,
employees, representatives, and agents to be named as additional insureds on
any insurance related to the Parking Garage. Agency shall not be required to
provide separate insurance coverages.
10. Termination of Sublease. The parties hereto, at their sole and absolute
discretion, shall have the right to terminate this Sublease, without cause, by
providing the other party with reasonable advance written notice of their intent to
terminate the Sublease and the termination date therefore. Upon either party
giving the required written notice of termination, both parties agree that Agency
shall continue to utilize the Parking Garage for the uses permitted under this
Sublease until midnight of the date of the termination of the Sublease.
11. Nonassignment. Agency may not assign, sublet, or otherwise transfer its
interest under this Sublease without City's prior written consent, which consent
may be withheld, conditioned or delayed in City's sole and absolute discretion.
Any attempted assignment, sublet, or transfer made in violation of this provision
shall be null and void.
1Z City's Continuing Obligations. Nothing in this Sublease shall be construed
as a sale, pledge, assignment, or transfer of any interest of the City in violation of
the Lease Agreement or the Parking Garage. This Sublease is subject and
subordinate in all respects to the Lease Agreement and the City acknowledges
that it shall at all times remain liable for the performance of the covenants and
conditions on its part to be performed under the Lease Agreement.
13. Miscellaneous. This Sublease constitutes the entire agreement between
City and Agency pertaining to the subject matter of this Sublease and
supersedes all prior and contemporaneous agreements, representations, and
understandings of City and Agency, oral or written. No supplement, modification,
or amendment of this Sublease shall be binding unless in writing and executed
by Agency and City. No waiver of any provision of this Sublease shall constitute
a continuing waiver or waiver of any other provision. If any provision of this
Sublease ease shall be held to be invalid by a court, the remaining provisions of
this Sublease (and the application of such provision to other persons or
circumstances) shall remain in effect and shall in no way be impaired thereby.
This Sublease shall be construed and enforced in accordance with, and
governed by, the laws of the State of California. The parties consent to the
jurisdiction of the California courts with venue in Riverside County. The headings
of this Sublease are for purposes of reference only and shall not limit or define
the meaning of any provision. This Sublease may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same instrument. The above recitals are an integral part
of this Sublease.
- 4 - 000023
IN WITNESS WHEREOF, the parties have executed this agreement the
day and year first set forth above.
("City")
City of Palm Springs
a Charter city & municipal corporation
Dated: 2008 By:
Steve Pougnet, Mayor
ATTEST:
City Clerk
("Agency")
Community Redevelopment Agency of
the City of Palm Springs,
a public body, corporate and politic
Dated: 2008 By:
David Ready, Executive Director
ATTEST:
Clerk of the Board
APPROVED AS TO FORM:
Douglas Holland
City Attorney
[END OF SIGNATURES)
EXHIBIT A
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PARKING STRUCTURE
LEGAL DESCRIPTION:
ALL THAT PORTION OF PARCEL I OF PARCEL MAP NO.13574 AS RECORDED IN PARCEL
MAP BOOK 73 AT PAGE 52,RECORDS OF RIVERSIDE COUNTY,CALIFORNIA ANT)ALL OF
LOTS 17 AND 18 AND A PORTION OF LOT 19 OF BLOCK 28 OF PALM SPRINGS TO WNSITE AS
RECORDED IN MAP BOOK 9 AT PAGE 423,RECORDS OF SAN DIEGO COUNTY,CALIFORNIA,
DESCRIBED AS FOLLOWS;
COMMENCING AT THE SOUTHEAST CORNER OF SAID PARCEL 1,THENCE NORTH 000-05'-
38"WEST ALONG THE EAST LINE OF SAID PARCEL I AND THE EAST LINE OF SAID LOTS 17,
18 AND 19 A DISTANCE OF 325,06 FEET;THENCE SOUTH 89°-52'48"WEST A DISTANCE OF
82.71 FEET,
THENCE NORTH 000-05'-27'WEST A DISTANCE OF 25.01 FEET TO THE NORTH LINE OF SAID
LOT 19;
THENCE SOUTH 890-52'-48"WEST ALONG SAID NORTH LINE A DISTANCE OF 62.62 FEET TO
THE NORTHWEST CORNER OF SAID LOT 19;
THENCE SOUTH 000-05'-27"EAST ALONG THE WEST LINE OF SAID LOTS 19, 18 17 AND
PORTION OF THE WESTERLY LINE OF SAID PARCEL I A DISTANCE OF 350.06 FEET TO THE
SOUTH LINE OF SAID PARCEL 1;
THENCE NORT14 89°-53'-07"EAST ALONG SAID SOUTH LINE A DISTANCE OF 145.35 FEET TO
THE POINT OF BEGIlVNING, V y
SUBJECT TO ALL EASEMENTS AND rdGHTS OF WAY OF RECORD IF ANY.
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EXHIBIT B
- 7 -
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