HomeMy WebLinkAboutContract 1666 A
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EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT
THIS EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT ("Agreement") is
reference dated as of August 24, 2016, and is entered into by (i) THE CITY OF CATHEDRAL
CITY ("City"), in its capacity under Health and Safety Code Section 34176 as the successor to
the housing assets and functions of the former REDEVELOPMENT AGENCY OF THE CITY
OF CATHEDRAL CITY ("Agency"), and (ii) URBAN HOUSING COMMUNITIES, LLC, a
California limited liability company ("Developer"). The City and the Developer are sometimes
individually referred to herein as a "Party" and collectively as the "Parties." This Agreement
will become effective on the date ("Effective Date") on which it has been executed by both
Parties.
RECITALS
This Agreement is entered into with reference to the following recitals of facts
("Recitals") that the Parties believe to be true as of the Effective Date and which form the
factual basis for their entry into this Agreement:
A. The City (in its capacity as the housing successor agency to the former Agency)
owns ten (10) vacant parcels generally located on Landau Avenue between Vega Road and
Elizabeth Road (collectively, the "Property") (APNs 678-060-001, 002, 003, 004, 005, and
678-060-049, 050, 051, 052, and 053). The Property is described on the attached Exhibit A.
B. The Developer is an experienced developer of low and moderate income housing
projects and has proposed to construct an affordable housing project ("Project") consisting of
approximately sixty (60) dwelling units, a portion of which must be set aside for Veteran
housing.
C. The Parties desire to enter into negotiations for the possible disposition of the
Property to the Developer and the development by Developer of the Project on the Property in
accordance with a disposition and development agreement or other definitive agreement (the
"DDA") between the Parties. The purpose of this Agreement is to establish a period during
which the Developer shall have the right to exclusively negotiate with the City for that purpose.
D. The Parties have agreed to conduct their negotiations in good faith and generally
in accordance with the terms set forth in the term sheet (the "Proposed Term Sheet") attached
as Exhibit B. Notwithstanding the foregoing, in the event of a conflict between the Proposed
Term Sheet and this Agreement, the terms and provisions of this Agreement will prevail.
The City and the Developer agree as follows:
AGREEMENT
1. Negotiations. The Parties shall conduct their negotiations under this Agreement
as follows:
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. t
a. Exclusive Negotiations. During the Negotiation Period (defined below),
the City shall negotiate exclusively with the Developer with regard to the purchase and sale of
the Property and the development of the Project. During the Negotiation Period, the City shall
refrain from discussing and/or negotiating with, or reviewing and considering proposals from,
persons or entities other than the Developer concerning the development of the Project or the
purchase and sale of the Property. Notwithstanding the foregoing, nothing in this Agreement
shall prohibit the City from providing information concerning the Project to others (provided this
information is not confidential information within the meaning of Section 3.b of this
Agreement).
b. Negotiating Period. This term of this Agreement shall commence on the
Effective Date and shall expire on June 30, 2018 (the "Negotiation Period" or "Term") or on
such other date as may be provided by this Agreement (including, without implied limitation,
Section 5.t hereof) or by the written agreement of the Parties (the "Termination Date" or
"Expiration Date"). If, within thirty (30) days prior to the Termination Date, the Developer and
the City have negotiated the DDA and the Developer has executed and delivered the same to the
City, then the Negotiation Period shall be automatically extended for an additional forty-five (45)
days, during which time the City Council shall review and consider the DDA for possible
approval and give such public notices and hold such public meetings or hearings which the City,
in its sole discretion, deems to be either necessary or prudent. If the City Council, after due
consideration, decides in its sole discretion not to approve the DDA, then this Agreement shall
automatically and immediately expire.
c. Cooperation and Good Faith. At all times during the term of this
Agreement, the Parties shall negotiate diligently and in good faith to carry out the obligations of
this Agreement and shall cooperate with each other and supply such information and documents
as may be within each Party's possession and control and reasonably requested by the other
Party.
d. Termination. This Agreement shall automatically expire, and all rights
and obligations of the Parties under this Agreement shall be automatically terminated, upon the
Expiration Date or upon the first to occur of any of the following:
i. The mutual agreement of the Parties for any reason.
ii. By the written election of either Party, upon demonstration of the
physical and/or economic infeasibility of the Project as determined by either Party in their
reasonably exercised discretion, in reliance upon substantial and credible financial and/or market
estimates, studies and/or reports.
iii. By the written election of a non-defaulting Party, upon the
occurrence of an uncured material Default by the other Party, following notice and opportunity
to cure as provided by Section 5.j of this Agreement.
iv. On the date of the City's approval or disapproval of the DDA.
2. Developer's Obligations. The Developer shall, within the times required herein,
complete the following obligations:
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a. Project Concept Development. The Parties acknowledge that the
Developer has provided the City with a conceptual financing plan for the Project. The Parties
further acknowledge and agree that the conceptual financing plan is speculative in nature and
may change significantly during the Negotiation Period. Notwithstanding the foregoing, during
the Negotiation Period the Developer shall cooperate with the City to formalize the conceptual
financing plan and develop and submit a comprehensive development proposal of sufficient
detail for the DDA.
b. Submittals. The Developer shall provide to the City the following
documents and information:
i. Project Schedule. Within ninety (90) days of the Effective Date of
this Agreement, the Developer shall provide to the City a proposed Project schedule, which
includes identifying sources of Project financing, entitlements and permits, commencement of
construction and completion of the Project, and occupancy.
ii. Planning Documents. Within one hundred twenty (120) days of
the Effective Date of this Agreement, the Developer shall provide the City with such site plans,
elevations, cross-sections, details, and other design and planning documents as will be necessary
for the Developer to prepare and submit an application for the land use approvals required by the
City for the Project.
iii. Financial Proforma. Within one hundred eighty (180) days of the
Effective Date of this Agreement, the Developer shall provide a financial proforma for the
Project with a level of detail reasonably satisfactory to the City, together with a description of the
methods of financing to be used to carry out and complete the Project, including land and right-
of-way acquisition, design costs and construction costs. The City acknowledges that the
negotiations will include discussions concerning the City's contribution of the Property for the
Project and that the Project will require the City to contribute the Property (on terms to be
negotiated and mutually agreed upon in the DDA) in order to be financially feasible. The
Developer shall promptly respond to any reasonable additional requests for financing
information made by the City to the full extent such information is reasonably available at a
nominal or no cost to the Developer.
c. Status Meetings. At regular thirty (30) day intervals during the term
hereof, the Developer and City shall meet to review the status of the performance of their
obligations under this Agreement. The Parties concur that this obligation may be accomplished
through scheduled teleconference calls.
d. Information. The Developer shall respond to all reasonable City requests
for information and documentation that is reasonably necessary for the City's drafting of the
DDA by promptly providing such information and documentation that is in the possession,
custody and control of the Developer.
3. City Obligations. The City agrees to use diligent, good faith efforts to complete
the following obligations within the times required herein:
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a. Preparation of DDA. Contingent upon the Developer's satisfaction of its
obligations set forth in Section 2 of this Agreement, the City shall prepare a draft DDA for the
Project. The DDA shall be in a form consistent with California law and consistent with the
potential deal terms to be negotiated by the Parties' representatives. The DDA shall contain such
terms, conditions and covenants as are mutually agreed upon by the Parties, provided however,
that such terms, conditions and covenants are consistent with the following:
i. Development of the Project. The DDA shall bind the Developer to
develop the Project, subject to such terms, conditions and covenants to which the Parties may
mutually agree in the DDA. The Project shall be consistent with the City's land use regulations,
including, but not limited to, the City's General Plan and the provisions of the City Municipal
Code, and the Developer shall be solely responsible for obtaining all required land use approvals,
General Plan and zoning changes if necessary, and permits necessary for the development,
construction and completion of the Project.
b. Confidentiality of Information. The City shall consider as confidential all
of the financial information concerning the Developer, any proformas or similar documents
prepared by the Developer which relate to the Project or the Developer, and any work-product of
the Developer or its consultants related to the Project, which is supplied by the Developer to the
City. In this regard, the City shall refrain from releasing such information to any person or entity
other than the Developer or its designees, unless and until the City's legal counsel has
determined, either with the agreement of the Developer's legal counsel or after affording the
Developer an opportunity to challenge legally such determination, that the release of such
information is required by the California Public Records Act (Government Code § 6250 et seq.),
the U.S. Freedom of Information Act (5 U.S.C. § 552 et seq.) or other applicable federal, state or
City laws, or as may be required by an order of a court of competent jurisdiction.
4. General Limiting Conditions.
a. Limit of City's Participation. It is understood and agreed by the Parties
that the extent of the City's financial participation in the Project, if any, shall be established by
and set forth within the DDA, and that no provision in this Agreement shall require the City to
incur any material cost or expense or to provide any monetary or financial assistance to the
Developer for the development of the Project.
b. Discretionary Approval. By execution of this Agreement, the City is not
committing itself to or agreeing to undertake: (i) any acquisition of land, or disposition of land
to, the Developer; or (ii) any other acts or activities requiring the subsequent independent
exercise of discretion by the City. This Agreement does not constitute a disposition of property
or the exercise of control over property by the City and does not require a public hearing.
Execution of this Agreement by the City is merely an agreement to enter into a period of
exclusive negotiations according to the terms hereof, reserving final discretion and approval by
the City as to any DDA. This Agreement does not vest the Developer with any entitlement. Any
proposed DDA shall not be binding upon the City unless and until the City has made such public
notices and held such public hearings or meetings as the City determines, in its sole discretion,
may be necessary for the appropriate approval of the DDA, and the City Council has had an
adequate opportunity to consider the DDA for approval and has, in the free exercise of its
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discretion, approved the DDA. The Developer acknowledges and agrees that nothing herein
restricts nor shall be deemed to restrict the City Council in the free exercise of its discretion or in
the free exercise of its executive, quasi-adjudicative or legislative powers.
5. General Terms and Conditions. The following general terms, conditions, and
covenants shall apply to this Agreement:
a. Assignment. There shall be no assignment or other transfer
("Assignment") of the rights and/or obligations of the Developer under this Agreement unless
the City has given its prior written approval to the Assignment, which may be given or withheld
by the City in its sole and absolute discretion, except as follows: (i)the Assignment is to a
validly organized and existing business entity which is an affiliate or subsidiary of the
Developer, of which the Developer, or its shareholder, is the majority owner(meaning owning at
least fifty-one percent (51%) of the outstanding stock, partnership interest, or limited liability
interest entitled to voting rights in the business entity); (ii) the Assignment is to an entity that
expressly assumes the obligations of the Developer under this Agreement in a writing
satisfactory to the City; (iii) the Developer remains fully responsible for the performance of, and
liable for the obligations of, the Developer under this Agreement up to the date of the
Assignment; and (iv) the assignee is financially capable of performing the duties and discharging
the obligations it is assuming. The Developer shall promptly notify the City in writing of any
and all changes whatsoever in the identity of the persons in control of the Developer and the
degree thereof.
b. Nondiscrimination. The Developer shall refrain from discriminating
against persons in the course of its conduct under this Agreement on the basis of race, color,
creed, religion, sex, marital status, ancestry, national origin, familial status, physical disability,
mental disability or medical condition of any person or group of persons, and shall comply with
the applicable anti-discrimination provisions of the Americans with Disabilities Act (42 U.S.C. §
12101 et seq.) and the California Fair Employment and Housing Act (Government Code § 12900
et seq.), as they exist on the date of this Agreement or as they may thereafter by amended,
repealed and reenacted, or otherwise modified. The Developer further agrees not to establish or
permit any such practice or practices of discrimination or segregation with reference to its
conduct under this Agreement. Any further agreement between the Parties shall contain
appropriate, City approved, non-discrimination and non-segregation provisions binding the
Developer and its successors and assignees, and shall be covenants running with all parcels
comprising the Property.
c. Non-liability of Party Officials and Employees.
i. No City Board member, official, consultant, attorney or employee
shall be personally liable to the Developer, or any successor, assign or any person claiming under
or through them, in the event of any default or breach by the City or for any amount which may
become due to the Developer or to its successor, or on any obligations arising under this
Agreement.
ii. No Developer official, consultant, attorney or employee shall be
personally liable to the City, or any successor, assign or any person claiming under or through
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them, in the event of any default or breach by the Developer or for any amount which may
become due to the City or to its successor, or on any obligations arising under this Agreement.
d. Conflicts of Interest. No official, consultant, attorney or employee of the
City shall have any personal interest, direct or indirect, in this Agreement nor shall any such
member, official or employee participate in any decision relating to this Agreement which affects
his or her personal interests or the interests of any corporation, partnership or association in
which he or she is, directly or indirectly, interested.
e. Warranty Against Payment of Consideration for Agreement. The
Developer represents and warrants that it has not paid or given, and will not pay or give, any
third party any money or other consideration for obtaining this Agreement, other than payments
to consultants and legal counsel retained by the Developer to assist it in the negotiation of this
Agreement, excepting however, any payments which this Agreement requires the Developer to
make.
f. No Third Party Beneficiaries. This Agreement is for the sole and
exclusive benefit of the City and the Developer. No other parties or entities are intended to be,
or shall be considered, a beneficiary of the performance of any of the Parties' obligations under
this Agreement.
g. Integration. This Agreement and its Exhibits constitute the entire
understanding and agreement of the Parties, and supersede all negotiations or previous
agreements between the Parties, with respect to all or any part of the subject matter hereof
h. Titles and Captions. Titles and captions of this Agreement are for
convenience of reference only and do not define, describe or limit the scope or the intent of this
Agreement or any of its terms. References to section numbers are to sections in this Agreement
unless expressly stated otherwise.
i. Interpretation. This Agreement is the product of mutual arms-length
negotiation and drafting and each Party represents and warrants to the other that it has been
represented by legal counsel in the negotiation and drafting of this Agreement. Accordingly, the
rule of construction which provides that ambiguities in a document shall be construed against the
drafter of that document shall have no application to the interpretation and enforcement of this
Agreement. In any action or proceeding to interpret or enforce this Agreement, the finder of fact
may refer to such extrinsic evidence not in direct conflict with any specific provision of this
Agreement to determine and give effect to the intention of the Parties hereto.
j. Default. Failure or delay by either Party to perform any material term or
provision of this Agreement shall constitute a "Default" under this Agreement. If the Party who
is claimed to be in Default by the other Party cures, corrects or remedies the alleged Default
within fifteen (15) calendar days after receipt of written notice specifying such Default, such
Party shall not be in Default under this Agreement. The Party claiming that a Default has
occurred shall give written notice of default to the Party claimed to be in Default, specifying the
alleged Default. However, the injured Party shall have no right to exercise any remedy for a
Default under this Agreement without first delivering written notice of the Default. Any failure
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or delay by a Party in asserting any of its rights or remedies as to any Default shall not operate as
a waiver of any Default or of any rights or remedies associated with a Default. In the event of a
Default of this Agreement that continues, following the applicable notice and cure periods under
this Section, the sole and exclusive remedy of the Party who is not in Default shall be to
terminate this Agreement by serving written notice of termination on the Party in Default. The
failure of the Developer to timely make any deposit of funds required under this Agreement or to
timely submit any item described in Section 2 shall be considered a"material" Default under this
Agreement by the Developer.
k. Severability. Each provision, term, condition, covenant and/or restriction,
in whole and in part, of this Agreement shall be considered severable. In the event any
provision, term, condition, covenant and/or restriction, in whole and/or in part, of this Agreement
is declared invalid, unconstitutional or void for any reason by a court of competent jurisdiction,
such provision or part thereof shall be severed from this Agreement and shall not affect any other
provision, term, condition, covenant and/or restriction of this Agreement, and the remainder of
this Agreement shall continue in full force and effect unless to do so would deprive one of the
Parties of a material benefit of its bargain.
1. Amendments to Agreement. Any amendment to this Agreement shall be
in writing and signed by the appropriate authorities of the City and the Developer.
m. Notices, Demands and Communications Between the Parties. Notices,
demands and communications between the Parties shall be given in writing and personally
served or dispatched by registered or certified mail, postage prepaid, return receipt requested, to
the principal offices of the Parties, as designated in this Section, or faxed to the facsimile number
listed below followed by dispatch as above described. Such written notices, demands and
communications may be sent in the same manner to such other addresses as either Party may
from time to time designate by mail as provided in this Section. Any such notice shall be
deemed to have been received upon the date personal service is effected, if given by personal
service, or upon the expiration of three (3) business days after mailing, if given by certified mail,
return receipt requested, postage prepaid.
If to City: If to Developer:
The City of Cathedral City Urban Housing Communities, LLC
Attn: City Manager Attn: John F. Bigley
68-700 Avenida Lalo Guerrero 2000 E. Fourth Street, #205
Cathedral City, CA 92234 Santa Ana, CA 92705
With a Copy to: With a Copy to:
Gresham Savage Nolan &Tilden Gordon & Rees LLP
Attn: Kevin Randolph Attn: Bruce Holden
550 E. Hospitality Lane, Suite 300 2211 Michelson Drive, Suite 400
San Bernardino, CA 92408 Irvine, CA 92612
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n. Computation of Time. The term "day" or "days" shall mean a calendar
day, or calendar days, except as otherwise expressly provided for herein. The time in which any
act is to be done under this Agreement is computed by excluding the first day (such as the day
escrow opens) and including the last day, unless the last day is a holiday, Saturday or Sunday,
and then that day is also excluded. The term "holiday" shall mean all holidays as specified in
Government Code sections 6700 and 6701. If any act is to be done by a particular time during a
day,that time shall be Pacific Standard Zone time.
o. Authority. The individuals executing this Agreement on behalf of the
Developer represent and warrant that they have the legal power, right and actual authority to bind
the Developer to the terms and conditions hereof and thereof
p. Counterpart Originals. This Agreement may be executed in duplicate
originals, each of which is deemed to be an original.
q. Attorneys' Fees — Venue. In the event any action is commenced to
enforce or interpret the terms or conditions of this Agreement the prevailing party in such action,
whether resolved by mediation, arbitration or judgment, shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including, in the case of the
City, attorneys' fees incurred for in-house counsel at rates prevailing in Riverside County,
California. The venue for legal action commenced to enforce or interpret the terms or conditions
of this Agreement shall be selected in accordance with Code of Civil Procedure Section 394.
r. Defense and Indemnity. Each Party shall defend, indemnify and hold
harmless the other Party and its officials, officers, employees and agents from and against any
and all third party claims, losses, proceedings, damages, causes of action, liability, costs and
expenses (including reasonable attorneys' fees) arising from or in connection with or caused by
any negligent or intentionally wrongful act or omission of the indemnifying Party and its
contractors, agents and employees in connection with the carrying out of its obligations under
this Agreement. The indemnified Party shall fully cooperate in the defense of any such actions
and shall provide to the indemnifying Party such documents and records as are relevant to such
actions, except to the extent such documents and records are exempt or privileged from
disclosure by any applicable legal provision.
s. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the procedural and substantive laws of the State of California, without regard to
its conflicts of laws principles.
t. Enforced Delay; Extension of Times of Performance. Subject to the
limitations set forth below, performance by either Party hereunder shall not be deemed to be in
Default, and all performance and other dates specified in this Agreement (including, without
limitation, the Expiration Date) shall be extended, where delays are due to: war; insurrection;
strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public
enemy; epidemics; quarantine restrictions; freight embargoes; governmental restrictions or
priority; litigation, including court delays; unusually severe weather; acts or omissions of the
other party; acts or failures to act of the City or any other public or governmental agency or
entity (other than the acts or failures to act of the City which shall not excuse performance by the
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City); or any other cause beyond the affected Party's reasonable control. An extension of time
for any such cause shall be for the period of the enforced delay and shall commence to run from
the time of the commencement of the cause, if notice by the Party claiming such extension is sent
to the other Party within thirty (30) days of the commencement of the cause. Times of
performance under this Agreement may also be extended in writing by the mutual agreement of
the City and the Developer.
The foregoing notwithstanding, the Expiration Date may not be extended
more than sixty(60) days in the aggregate for any one or more enforced delay.
u. City Approvals and Actions. The City shall maintain authority over this
Agreement and the authority to implement this Agreement through the City Manager (or
authorized representative). The City Manager, or designee shall have the authority to make
approvals, issue interpretations, execute documents, waive provisions, and/or enter into certain
amendments of this Agreement on behalf of the City so long as such actions do not materially or
substantially change the purpose of this Agreement, or add to the costs incurred or to be incurred
by the City as specified herein, and such approvals, interpretations, waivers and/or amendments
may include extensions of time to perform as specified above. All other material and/or
substantive interpretations, waivers, or amendments shall require the consideration, action and
written consent of the City Council. Neither the City Manager nor any other City representative
has the authority to approve or bind the City to any DDA that may be negotiated, which authority
is vested solely in the City's Council.
[Signatures on Following Pages]
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C1002-007--2633333.1
SIGNATURE PAGE
TO
EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT
CITY:
THE CITY OF CATHEDRAL CITY, in its capacity
under Health and Safety Code Section 34176 as the
successor to the housing assets and functions of the
former REDEVELOPMENT AGENCY OF THE
CITY OF CATHEDRAL CITY
B J. P/tt
Name: fr • kt P fte-elswrk)
Title: £ o y MA 1.14
ATTEST:
B • l
City C k
APPROVED AS TO LEG: FO' :
,�,
.eci'7, -
10
c1002-007--2633333.1
SIGNATURE PAGE
TO
EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT
DEVELOPER:
URBAN HOUSING COMMUNITIES, LLC, a
California limited liability company
Titl : '
Date: it te(Zel(o
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C1002-007--2633333.1
EXHIBIT A
DEPICTION OF THE PROPERTY
APN: 678-060-001
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the
City of Cathedral City, County of Riverside, State of California, according to the official plat
thereof, described as follows:
Beginning at a point which bears South 89° 51' 00" West 233.80 feet from the Southeast corner
of the West one half of the Northwest one-quarter of the Southwest one-quarter of the Northwest
one-quarter thereof;
Thence South 89° 51' 00" West 68.45 feet;
Thence North 0° 17' 00" West 630 feet;
Thence South 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 52" East 630 feet to the Point of Beginning, containing one acre, more or
less.
Said property is also shown as Lot 101 of Assessor's Map No. 46, as shown by Map on File in
Assessor's Map Book 2, Page 3, Records of Riverside County.
APN: 678-060-002
The West 58.47 feet of the East 116.94 feet of the West one-half of the Northwest one-quarter of
the Southwest one-quarter of the Northwest one-quarter of Section 16, Township 4 South, Range
5 East, San Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of
California, as shown by United States Government Survey. Said West 58.47 feet of the East
116.94 feet being measured along the North line thereof
Excepting therefrom the North 30 feet thereof
Said property is also shown as Lot 104 on Assessor's Map No. 46 on file in Book 2, Page 3 of
Assessor's Maps, in the office of the County Recorder of said County.
APN: 678-060-049
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as
shown by U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of
the West half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said
Section;
EXHIBIT A—PAGE 1
C 1002-007--2633333.1
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land
conveyed to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of
the official records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast
corner thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessment Map No. 46 on file in Book 2,
Page 3 of Assessors Maps, in the office the County Recorder of Riverside County.
Excepting therefrom that portion lying within Lot 103 of Assessors Map in Book 2 Page 3 of
Assessors Maps, in the office the County Recorder of said County.
APN: 678-060-050
Southwest quarter of the Northwest quarter of Section 16, Township 4 South, Range 5 East, San
Bernardino Meridian, in the City of Cathedral City, County of Riverside, State of California, as
shown by U.S. Government Survey, particularly described as follows:
Beginning at a point which bears South 89° 51' West, 116.90 feet from the Southeast corner of
the West half of the Northwest quarter of the Southwest quarter of the Northwest quarter of said
Section;
Thence South 89° 51' West, 116.90 feet to the Southeast corner of that certain parcel of land
conveyed to Martha Straatsma by deed recorded September 10, 1936 in Book 292, Page 490 of
official records;
Thence North 00° 16' 52" West along the Easterly line of said Parcel, 630 feet the Northeast
corner thereof;
Thence North 89° 51' East 116.94 feet;
Thence South 00° 16' 38" East, 630 feet to the Point of Beginning.
Said property is also shown as Lots 102 and 103 of Assessors Map No. 46 on file in Book 2,
Page 3 of Assessors Maps, in the office of the County Recorder of Riverside County.
Excepting therefrom that portion lying within Lot 102 of Assessors Map in Book 2 Page 3 of
Assessors Maps, in the office of the County Recorder of said County.
APN: 678-060-005
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the
City of Cathedral City, County of Riverside, State of California, according to the official plat
thereof described as follows:
EXHIBIT A—PAGE 2
C 1002-007--2633333.1
Beginning at a point which bears North 89° 51' 00" East, 66.45 feet, from the Southeast corner of
the West one-half of the Northwest quarter of the Southwest quarter of the Northwest quarter of
said Section 16;
Thence,North 00° 16' 31" West, 630 feet;
Thence,North 89° 51' 00" East, 66.47 feet;
Thence, South 00° 16' 24" East, 630 feet;
Thence, South 89° 51' 00" West, 66.45 feet to the Point of Beginning.
Also known as lot 107 of Assessors Map No. 46, as recorded in Assessors Map Book 2, at Page
3, records of Riverside County, California.
APN: 678-060-004
That portion of the Northwest quarter of the Southwest quarter of the Northwest quarter of
Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Cathedral
City, County of Riverside, State of California, more particularly described as lot 106 of
Assessor's Map 46 on file in Book 2 Page 3 of Assessor's Maps, Record of Riverside County,
California.
APN: 678-060-003
That portion of the Northwest quarter of the Southwest 1/4 of the Northwest quarter of Section 16,
Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Cathedral City,
County of Riverside, State of California, according to the official plat thereof.
Beginning at the Southeast corner of the West '/2 of the Northwest 1/4 of the Southwest 1/4 of the
Northwest 1/4 thereof;
Thence South 89° 51' 00" West, 59.45 feet;
Thence North 0° 16' 31" West, 630.00 feet;
Thence North 89° 51' 00" East 58.47 feet;
Thence South 0° 16' 24" East, 630.00 feet to the Point of Beginning;
Said land is also shown as Lot 105 on Assessor's Map No. 46, as shown by Map on file in Book
2 Page 3 of Assessor's Maps, Records of Riverside County, California.
APN: 678-060-051
Lot 109, Section 16, Township 4 South, Range 5 East, as shown in Assessors Map No. 46 in
Book 2 Page 3, in the City of Cathedral City, County of Riverside, State of California, Records
of Riverside County, California;
EXHIBIT A—PAGE 3
C 1002-007--2633333.1
Also being described as follows:
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian;
Beginning at the Southeast corner of the East '/2 of the Northwest 'A of the Southwest 1/4 of the
Northwest 1/4 thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of the property described in deed recorded March
14, 1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 132.92 feet;
Thence North 0° 16' 00" West, 630.00 feet, more or less, to a point on the South line of Frank
Road (60.00 feet wide), distant South 89° 51' 00" West, 132.94 feet from the Northwest corner of
Lot 516 of Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77
and 78 of Maps, Records of San Bernardino County, California;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 132.94 feet, to the
Northwest corner of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, a
distance of 630.00 feet to the Point of Beginning.
Excepting therefrom that portion described as follows:
Beginning at the Southeast corner of the East '/2 of the Northwest 1/4 of the Southwest 'A of the
Northwest 1/4 thereof, said Southeast corner;
Also being the Northeast corner, of Parcel 1, of that property described in deed recorded March
14, 1979, as Document No. 50601, Records of Riverside County, California;
Thence South 89° 51' 00" West, along the North line of said Parcel 1, a distance of 66.45 feet to
Northwest corner of said Parcel 1;
Thence North 0° 16' 00" West, 630.00 feet, more or less, to a point on the South line of Frank
Road (60.00 feet wide), distant South 89° 51' 00" West 66.47 feet from the Northwest corner of
Lot 516 of Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37 Pages 77
and 78 of Maps, Records of Riverside County, California.
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet, to the
Northwest corner of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, a
distance of 630.00 feet to the Point of Beginning.
Also excepting therefrom any portion lying within Lot 108 of Section 16, Township 4 South,
Range 5 East, San Bernardino Meridian.
EXHIBIT A—PAGE 4
C 1002-007--2633333.1
APN: 678-060-052
The West 66.47 feet of the East 198.41 feet of the East 1/2 of the Northwest 1/4 of the Southwest 1/4
of the Northwest 1/4 of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in
the City of Cathedral City, County of Riverside, State of California, according to the official plat
thereof.
Said West 66.47 feet of the East 199.41 feet being measured along the north line thereof.
Excepting therefrom the North 30 feet thereof
Said property is also shown as Lot 108 on Assessor's Map No. 46 filed in Book 2, page 3 of
Assessor's Map, in the office the County Recorder of said County.
APN: 678-060-053
That portion of Section 16, Township 4 South, Range 5 East, San Bernardino Meridian, in the
City of Cathedral City, County of Riverside, State of California, according to the official plat
thereof
Beginning at the Southeast corner of the East one half of the Northwest one quarter of the
Southwest one quarter of the Northwest one quarter thereof, said Southeast corner.
Also being the Northeast corner of Parcel One, of that property described in Deed recorded
March 14, 1979 as Instrument No. 50601, of said land;
Thence South 89° 51' 00" West, along the North line of said Parcel One, a distance of 66.45 feet
to the Northwest corner of said Parcel One;
Thence North 0° 16' 00" West, 630 feet, more or less to a point on the South line of Frank Road
(60 feet wide) distant South 89° 51' 00" West 66.47 feet from the Northwest corner of Lot 516 of
Palm Springs Highlands, Unit No. 3 as shown by Map on file in Book 37, Pages 77 and 78 of
Maps, in the office of the County Recorder of said County;
Thence North 89° 51' 00" East (along said Southerly line of Frank Road) 66.47 feet to the
Northwest corner of said Lot 516;
Thence South 0° 15' 45" West along the West line of Palm Springs Highlands, Unit No. 3, 630
feet to the Point of Beginning.
Said land is also described as Lot 110, Assessors Map No. 46, recorded in Assessors Map Book
2, Page 3, in the office of the County Recorder of Riverside County.
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C 1002-007--2633333.1
EXHIBIT B
PROPOSED TERM SHEET
1. Developer to identify forms of financing for an approximate 60-unit affordable housing
project, a portion of which units shall be dedicated to Veterans.
2. Developer to submit a calendar of financing application and award dates for
consideration by City.
3. City acknowledges that contribution of the Property is anticipated as one source of
financing for the Project and that, as of the date of this Agreement, additional local
financing and other sources of financing may be required in order to make this Project
feasible.
4. Developer to prepare a conceptual site plan and elevations of the Project for
consideration by the City and for incorporation into any DDA.
5. Developer to keep City apprised of applications and outcomes of financing applications
within ten calendar days of notification to Developer.
6. City to cooperate with Developer to the extent possible in obtaining information needed
for financing application submittals.
EXHIBIT B
C 1002-007--2633333.1