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Home My WebLink AboutA6291 - FREINDS OF PALM SPRINGS MOUNTIANS (FOPSM)RECORDING REQUESTED BY: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Office of the City Clerk WHEN RECORDED, RETURN TO: Coachella Valley Mountains Conservancy Attn: Executive Director 73 -7 10 Fred Waring Dr., Ste. 112 Palm Desert, CA 92260 2019-0102743 03/27/2019 01:30 PM Fee: $ 0.00 Page 1 of 5 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder Ii�L9 A �r��,rN1sN1%rrMu Project Name: Angel Cove Space above line for Recorder's use COUNTY: Riverside CVMC Grant Agreement No. CVMC-073-1 APN(s): 669-230-005, 669-290-007, 669-290-008, 669-290-009, 669-290-010, 669-290-012, 669-310-002 and 669-310-003 The Undersigned Grantor(s) Declare(s): DOCUMENTARY 7 FEES ARE EXEMPT PER R&T CODE 11922 AND GOVER A Nil T A Y A UTT iTV 9-d-l"L 11 na SURVEY MONUMENT FEE S [ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ X ] unincorporated area; Riverside County GRANT DEED �ZI FOR FULL VALUE AND CONSIDERATION, receipt of which is hereby acknowledged, the FRIENDS OF THE PALM SPRINGS MOUNTAINS, a California non-profit public benefit corporation ("Friends") hereby GRANTS to the CITY OF PALM SPRINGS, a California charter city and municipal corporation ("City"), with the consent of the COACHELLA VALLEY MOUNTAINS CONSERVANCY, a subdivision of the State of California ("Conservancy"), which consent is memorialized in that certain "Assignment and Assumption of Grant Agreement and Consent to Transfer of Fee Interest," recorded in the Official Records of the County of Riverside ("Records") as document number 2019-0066428 ("Assignment and Assumption"), real property located in the County of Riverside, State of California, legally and more particularly described in EXHIBIT "A" attached hereto and made a part hereof. In accordance with the Assignment and Assumption, the terms and conditions of this Grant Deed from Friends to City are that City fulfill Friends' obligations and responsibilities memorialized in that certain "Grant Agreement," by and between Conservancy and Friends, entered into as Grant Agreement Number CVMC-073-1 as of October 17, 2012 ("Grant Agreement"), and documented in that certain "Notice of Unrecorded Grant Agreement," recorded GRANT DEED Page 1 of 4 t io Z 02ed (leas) axueuBiS ZZOV81 q8A 3'WUJOD4N _ BCIsuz o uamuduo3 Vxu eo - *nd AMON # •lees laoWo pue puey Aw SS3NlIM iaava3e vm�uru� •I;oemoo pue aril, sl yde Beied 6uio6aJo; 0413ey} eiwo;ile010 a;eyS OLD JO smUl atp japun AanrM3d d0 UlVN3d japun 1(pjJao I ';uewrulsul ayi painoexe 'pekoe (0}uosied ay; yolyM 10 984eq uodn Aplue e41 Jo 'Wuosied 041 luewrul<sul 041 uo (ioeinjouSis i �a Rq letp pue '(s4Ji A:poedw pezuoy;ne i.t4�sl(I ul ewes 041 palnoaxe Aeq ys qq le41, aw o pespalMou4oe pue jumm sul ulyluM eLP 01 pegluosgns ease l x)eweu esoyM (%)uosaed sy; eq o; eouepine Aies jo slseq ey; uo aw o) penoid 04M 1ILl7 ? peaeadde Alleuosaed 000o y;;o 094 pue eweu INesul) -2�_W -V •nrl U V 'ew eiojaq [OC d)lf Jb u0 -prgjgp► jo Ajuno0 lwo�Heo 10 elelS •I<uewnoop 1e41 10 •pllen jo 'Aninooe 'sseulnjylruj 841 lou pue 'peyoeUe sl a;e01l>Jao SRO yal4M ol;uawnoop e43 pauft oyM lenpinlpul Sta to;( q'uepl eyl; Aluo sayuen s1eot, eo s1416ugeldwoo jeolgo jetpo jo ollgnd tielou y 1N3WJQ31M0NM3V aie40 `uilg2neZoW aiNaiN :rCg uoileiod-ioo lgo_id-uou eiuiOjileO L' `SNIV I.NflOW S JN -'ddS IN'lVd 3H L 10 SQN3I HA •lsatalui ui siossaaans .iaglo pun sufisse `sane;i;luasa.idaa sli pm lagp2ol `A113 agl puiq Bugs paaQ lurig sigl pue `aatloN agl `lua1uaa.i2d luu.I0 agl 3o suoilipuoa pue swnl asagZ •(«aailoN„ aql) VZ08tO-ZIOZ aaquinu luaumoop se spioowH aql ui EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: THAT PORTION OF THE SOUTH HALF OF SECTION 29, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF SAID SECTION 29, WITH THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 891 PAGE 247 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 540 34' 00" EAST, 2094.69 FEET; THENCE SOUTH 35° 26' 00" WEST, 200.00 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 9,650.00 FEET FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 351 26' 00"; THENCE SOUTHEASTERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 060 12' 00" AN ARC DISTANCE OF 1,044.23 FEET TO AN ANGLE POINT IN THE WESTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO DANA B. HORN AND JACQUES S. YEAGER, BY INSTRUMENT RECORDED OCTOBER 10, 1961 AS INSTRUMENT NO. 86802 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, THE LAST THREE COURSES AND DISTANCES FOLLOW ALONG THE BOUNDARY LINE OF THE PARCEL CONVEYED TO THE STATE OF CALIFORNIA AS AFORESAID; THENCE SOUTH 140 38' 00" WEST 145.90 FEET ALONG THE WESTERLY LINE OF THE PARCEL CONVEYED TO HORN AND YEAGER AS AFORESAID TO THE MOST NORTHERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO DANA B. HORN AND JACQUES B. YEAGER BY INSTRUMENT RECORDED JANUARY 15, 1962 AS INSTRUMENT NO. 3842 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 480 22' 00" EAST 606.81 FEET ALONG THE SOUTHWESTERLY LINE OF THE PARCEL CONVEYED TO HORN AND YEAGER AS FIRST MENTIONED ABOVE, TO THE MOST SOUTHERLY CORNER THEREOF; THENCE NORTH 410 38' 00" EAST 330.00 FEET ALONG THE SOUTHEASTERLY LINE OF THE PARCEL SO CONVEYED THE MOST EASTERLY CORNER THEREOF; THENCE SOUTH 480 22' 00" EAST, A DISTANCE OF 239.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 410 38' 00" WEST, 1,040.05 FEET TO THE SOUTHEAST CORNER OF THE LAND DESCRIBED IN THE DEED TO DANA B. HORN AND JACQUES S. YEAGER RECORDED OCTOBER 3, 1962 AS INSTRUMENT NO.91950 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SAID SOUTHEAST CORNER BEING A POINT ON THE SOUTH LINE OF SAID SECTION; THENCE EAST ON SAID SOUTH LINE TO THE INTERSECTION OF THE SOUTHWEST LINE OF THE LAND CONVEYED TO THE STATE OF CALIFORNIA BY FIRST ABOVE SAID DEED; THENCE NORTH 480 22' 00" WEST ON SAID SOUTHWEST LINE TO THE TRUE POINT OF BEGINNING. PARCEL B-1: THE WEST HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION THEREOF INCLUDED IN STATE HIGHWAY. CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 615 PAGE 197 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 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Tahquitz Canyon Way • Palm Springs, California 92262 IIFORN% Tel: 760.323.8204 • Fax: 760.322.8332 • TDD 760.864.9527 • www.palmsorinesca.aov CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY that the interest in real property conveyed by from, GRANT DEED Friends of the Palm Springs Mountains, a California non-profit public benefit corporation Grantor, to the City of Palm Springs, a municipal corporation and charter city, Grantee, is hereby accepted by the City Clerk of said City of Palm Springs, on this 4— day of Kar a % , 20_a, pursuant to authority granted by the City Council of said City, by Resolution No. 20255 made on the 16th day of January, 2002, and the Grantee consents to recordation thereof by the City Clerk, its duly authorized officer. Dated at Palm Springs, California, this 264- day of k-z r Cv% , 20(cL. dA ANTHONY J. MEJIA, MMC City Clerk C RECORDING REQUESTED BY: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Office of the City Clerk WHEN RECORDED, RETURN TO: Coachella Valley Mountains Conservancy Attn: Executive Director 73-710 Fred Waring Dr., Ste. 112 Palm Desert, CA 92260 02/27/2019 12:58 PM Fee: $ 0.00 Page 1 of 10 Recorded in Official Records bounty of Riverside Peter Aldana Assessor -County Clerk -Recorder Ifll ,k low 1!II Project Name: Angel Cove Space above line jar Recorder's use COUNTY: Riverside CVMC Grant Agreement No. CVMC-073-1 APN(s): 669-230-005, 669-290-007, 669-290-008, 669-290-009, 669-290-010, 669-290-012, 669-310-002 and 669-310-003 The Undersigned Grantor(s) Declare(s): DOCUMENTARY TRANSFER TAX AND RECORDING FEES ARE EXEMPT PER R&T CODE 11922 AND GOVERNMENT CODES 6103 AND 27383 AND TAXABILITY CODE 2-00. SURVEY MONUMENT FEE $ [ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ X ] unincorporated area; Riverside County ASSIGNMENT AND ASSUMPTION OF GRANT AGREEMENT AND CONSENT TO TRANSFER OF FEE INTEREST This Assignment and Assumption of Grant Agreement and Consent to Transfer of Fee Interest, dated as of January �, 2019 (the "Assignment"), is executed by and between the FRIENDS OF PALM SPRINGS MOUNTAINS, a California non-profit public benefit corporation ("Friends"); CITY OF PALM SPRINGS, a California charter city and municipal corporation ("City"); and the COACHELLA VALLEY MOUNTAINS CONSERVANCY, a subdivision of the State of California ("Conservancy"). 1. Conservancy and Friends entered into Grant Agreement Number CVMC-073-1 as of October 17, 2012 ("Grant Agreement"), under which Conservancy granted to Friends certain funds for Grantee's acquisition of fee title to approximately 209.0 acres of real property located in the County of Riverside, California described more particularly in Exhibit A attached hereto and incorporated it by this reference (the "Property"). Page 1 of 9 2. The Grant Agreement requires Friends to protect and maintain the Property for conservation purposes in its open space condition, and prohibits it from being sold, transferred, exchanged or otherwise conveyed without the written approval of Conservancy or its successor. The Grant Agreement was documented by the recordation of that certain Notice of Unrecorded Grant Agreement in the Official Records of the County of Riverside as Document Number 2012- 0548024 (the "Notice") 3. Friends desire to convey all of its right, title, and interest in and to the Property by Grant Deed to City, and City desires to accept the conveyance from Friends subject to the Grant Deeds, Grant Agreements and the Notices. 4. Friends also desires, concurrently with its conveyance of the Property to City, to assign and transfer to City all of the obligations and responsibilities of Friends as Grantee under the Grant Deed, Grant Agreement as documented by the Notice. City desires, and is ready, willing and able, to assume all of these obligations and responsibilities. 5. The Conservancy is willing to consent to the conveyance of the Property by Friends to City upon and subject to the terns and conditions set forth in this Assignment. ASSIGNMENT AND ASSUMPTION NOW, THEREFORE, in consideration of the foregoing recitals, which are specifically incorporated by reference into this Assignment, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual covenants set forth herein, Friends, City, and Conservancy hereby agree as follows: 1. Effective Date. The Effective Date of this Assignment ("Effective Date") shall be the earlier date of either the recording of the grant deed conveying the Property from Friends to City or the recording of this Assignment in the Official Records of Riverside County in the State of California. 2. Assignment and Assumption. Effective as of the Effective Date, Friends hereby assigns and transfers to City all of the obligations and responsibilities of Grantee under the Grant Agreement. City hereby accepts the assignment and assumes and agrees to observe, perfonn, and be bound by all the terms and provisions of the Grant Agreement (collectively, the "Assumed Obligations"). 3. Representations and Warranties. City represents and warrants to Conservancy that City has all necessary and appropriate right, power, and authority to: (a) acquire and hold fee title to the Property subject to the requirements of the Grant Agreement, (b) enter into and perform this Assignment, (c) assume and carry out the Assumed Obligations and (d) this Assignment is a valid and binding obligation of City enforceable according to its terms. 4. Conservancy's Consent. The Conservancy consents to the conveyance of the Property by Friends to City upon and subject to the provisions of this Assignment without waiver of any restriction on further transfer. 5. Effectiveness of Grant Agreement and Notice. The terms and conditions of the Grant Agreement as documented by the Notice remain unmodified and in full force and effect. Page 2 of 9 6. Further Assurances. Friends and City and each of them agrees to take such additional actions and execute, acknowledge and deliver such additional documents and instruments as may be reasonable and necessary to carry out the provisions of this Assignment. 7. Binding on Successors. This Assignment shall benefit and be binding not only upon the parties but also upon their respective heirs, representatives, assigns and other successors in interest. 8. Modification; Waiver. No supplement, modification, or amendment of this Assignment shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Assignment shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 9. Governing Law. This Assignment shall be governed and construed in accordance with the laws of the State of California. 10. Notices. Any notice required or permitted to be given under this Assignment shall be delivered to the parties at the addresses set forth below. All notices shall be in writing and be served personally or sent by recognized overnight courier that guarantees next -day delivery or by first class United States mail, postage fully prepaid, and addressed as follows: To City: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Office of the City Clerk To Friends Friends of the Palm Springs Mountains P.O. Box 3172 Palm Springs, CA 92263 Attn: Nickie McLaughlin, Chair To State: Coachella Valley Mountains Conservancy 73-710 Fred Waring Drive, Suite 112 Palm Desert, CA 92260 Attn: Jim Karpiak, Executive Director or to such other address as either party shall designate by written notice to the other. Notice shall be deemed effective upon delivery in the case of personal delivery or delivery by overnight courier or, in the case of delivery by first class mail, three (3) days after deposit into the United States mail. 11. Entire Agreement. This Assignment contains the entire agreement of the parties concerning the subject matter contained in this Assignment, and supersedes any prior written or oral agreements between them concerning the subject matter of this Assignment. There are no representations, agreements, arrangements, or understandings, Page 3 of 9 oral or written, between the parties, relating to the subject matter of this Assignment that is not fully expressed in this Assignment. 12. Counterparts. The parties may execute this Assignment in multiple counterparts, which shall, in the aggregate, be signed by all of the parties; each counterpart shall be deemed an original instrument as against any party who has signed it. The parties authorize each other to detach and combine, or cause to be detached and combined, original signature pages and consolidate them into a single identical original for recordation of this Assignment in the Official Records of Riverside County, California. IN WITNESS WHEREOF, the Friends, City, and Conservancy have executed this Assignment as set forth below. FRIENDS OF THE PALM SPRINGS MOUNTAINS, a California non-profit corporation By: Nickie McLaughlin, Chair Date: / 5 Z J7 CITY OF PALM SPRINGS, a California charter city and municipal corporation A T: By: David H. Ready, City Manage h�R A &ad,' Date: /, } jq OfCity Clerk City p{ m p&-&c APPOVED AS TO FORM. - APPROVED BY CITY COUNCIL By: Edward Z. Kotkin, City Attorneys effi p f p&IM Sp Ol S COACHELLA VALLEY MOUNTAINS CONSERVANCY, a subdivision of the State of California 5i5,%tk i V1 GwO-A�Pa44- By: Jim R. Karpiak, Executive Director Date: Page 4 of 9 oral or written, between the parties, relating to the subject matter of this Assignment that is not fully expressed in this Assignment. 11. Counterparts. The parties may execute this Assignment in multiple counterparts, which shall, in the aggregate, be signed by all of the parties; each counterpart shall be deemed an original instrument as against any party who has signed it. The parties authorize each other to detach and combine, or cause to be detached and combined, original signature pages and consolidate them into a single identical original for recordation of this Assignment in the Official Records of Riverside County, California. IN WITNESS WHEREOF, the Friends, CITY, and Conservancy have executed this Assignment as set forth below. FRIENDS OF THE DESERT MOUNTAINS, a California non-profit corporation Nickie McLaughlin, Chair Date: CITY OF PALM SPRINGS, a California charter city and municipal corporation By: i A L uyw*r 0 Jr Date: COACHELLA VALLEY MOUNTAINS CONSERVANCY, a subdivision of the State of California By: " P +arpidk, Executive hector Date: Page 4 of 9 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California Rl Yef� Pale ' County of G1 On 3 l!� before me, &!00e*, 1'' a" &D r399M. N (insert name and title of the officer) personally appeared `1 f r'}, g /<�-no IQ- e— who proved to me on the basis of satisfactory evidence to be the Nrsoroy whose namemalrare (5s bscribed to the within Instrument and acknowled d to me that rahefthey executed the some in herltheir authorized capacity0o. and that by&7hedtheir signaturgWon the Instrument the personal, or the entity upon behalf of which the personP"cted, executed the Instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. A I 4kKERRIE MN GMFREY WITNESS my hand nd official seal. e_CCwftTia aim C Cwx*son k 21076 rm 4 CoEVires Sep 14, 2M Signature !iI7 Seal} Page 5 of 9 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of CalXprnia County of }V611':r,�CP l On L ry la N 3l �� 1' before me, V CI i Vm�ya t 7i�°�" hit 1-'h (insert name and title of the officer) personally appeared N/r'V1 i 1 q who proved to me on the basis of satisfactory evYdence to be the person(s) whose name(s) is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. i certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. VERONCAEMAGOWHW .�, Not" PuWx-cardami WITNESS my hand and official seal. s Caren0002229}72 ' MY Comm. EQhS Jan 22, za22 Signature i (Seal) Page 6 of 9 ACKNOWLEDGMENT OF INSTRUMENT (Cal. Civil Code Section 1181) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the bitHulness, accuracy, or validity of that document. State of California } County of Riverside } SS. City of Palm Springs ) On January 28, 2019, before me, CYNTHIA A. BERARDI, CHIEF DEPUTY CITY CLERK, CITY OF PALM SPRINGS, CALIFORNIA, personally appeared DAVID H. READY, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his official and authorized capacity, and that by his signature on the instrument the person or entity upon behalf of which the person acted, executed the agreement. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and the official seal of the City of Palm Springs, California, this 281h day of January, 2019. �QALMSA4 �Z a u � Signature: CYN HIA A. BERARDI, CMC a C�(/FORN�P• CHIEF DEPUTY CITY CLERK Title or Type of Document Assignment and Assumption of Grant Agreement and Consent to Transfer of Fee Interest EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: THAT PORTION OF THE SOUTH HALF OF SECTION 29, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF SAID SECTION 29, WITH THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 891 PAGE 247 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 540 34' 00" EAST, 2094.69 FEET; THENCE SOUTH 350 26' 00" WEST, 200.00 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 9,650.00 FEET FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 350 26' 00' THENCE SOUTHEASTERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 060 12' 00" AN ARC DISTANCE OF 1,044.23 FEETTO AN ANGLE POINT IN THE WESTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO DANA B. HORN AND JACQUES S. YEAGER, BY INSTRUMENT RECORDED OCTOBER 10, 1961 AS INSTRUMENT NO. 86802 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, THE LAST THREE COURSES AND DISTANCES FOLLOW ALONG THE BOUNDARY LINE OF THE PARCEL CONVEYED TO THE STATE OF CALIFORNIA AS AFORESAID; THENCE SOUTH 140 38' 00" WEST 145.90 FEET ALONG THE WESTERLY LINE OF THE PARCEL CONVEYED TO HORN AND YEAGER AS AFORESAID TO THE MOST NORTHERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO DANA B. HORN AND JACQUES B. YEAGER BY INSTRUMENT RECORDED JANUARY 15, 1962 AS INSTRUMENT NO. 3842 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 480 22' 00" EAST 606.81 FEET ALONG THE SOUTHWESTERLY LINE OF THE PARCEL CONVEYED TO HORN AND YEAGER AS FIRST MENTIONED ABOVE, TO THE MOST SOUTHERLY CORNER THEREOF, THENCE NORTH 410 38' 00" EAST 330.00 FEET ALONG THE SOUTHEASTERLY LINE OF THE PARCEL SO CONVEYED THE MOST EASTERLY CORNER THEREOF; THENCE SOUTH 480 22' 00" EAST, A DISTANCE OF 239.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 410 38' 00" WEST, 1,040.05 FEET TO THE SOUTHEAST CORNER OF THE LAND DESCRIBED IN THE DEED TO DANA B. HORN AND JACQUES S. YEAGER RECORDED OCTOBER 3, 1962 AS INSTRUMENT NO.91950 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SAID SOUTHEAST CORNER BEING A POINT ON THE SOUTH LINE OF SAID SECTION; THENCE EAST ON SAID SOUTH LINE TO THE INTERSECTION OF THE SOUTHWEST LINE OF THE LAND CONVEYED TO THE STATE OF CALIFORNIA BY FIRST ABOVE SAID DEED; THENCE NORTH 480 22' 00" WEST ON SAID SOUTHWEST LINE TO THE TRUE POINT OF BEGINNING. Page 8 of 9 PARCEL B-1. THE WEST HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION THEREOF INCLUDED IN STATE HIGHWAY. CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 615 PAGE 197 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL B-2: A TRIANGULAR PORTION OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BOUNDED ON THE SOUTH BY THE SOUTH LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33 AND ON THE WEST BY THE WEST LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33, AT RIGHT ANGLES TO SAID SOUTH LINE AND BOUNDED ON THE NORTHEAST BY THE STATE HIGHWAY RIGHT OF WAY AS PER DEED OF RECORD TO THE STATE OF CALIFORNIA RECORDED IN BOOK 615 PAGE 197 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, A DISTANCE OF APPROXIMATELY 600 FEET ALONG SAID HIGHWAY RIGHT OF WAY. PARCEL B-3: THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 AND THE SOUTH 1/2 OF THE NORTHEAST 1/4 OF SECTION 32, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN BY THE UNITED STATES GOVERNMENT SURVEY. PARCEL B-4: EASEMENT FOR INGRESS AND EGRESS TO PARCEL B-1 ABOVE OVER THE EAST 1/2 OF SOUTHWEST 1/4 OF NORTHWEST 1/4 SECTION 33, FROM THE HIGHWAY CROSSOVER TO THE NORTHEAST CORNER OF SOUTHWEST 1/4 OF SOUTHWEST 1/4 OF NORTHWEST 1/4 OF SECTION 33 OF SAID PARCEL "A" OVER A TEMPORARY ROUTE TO BE DESIGNATED BY GRANTORS AND THEREAFTER OVER THE PERMANENT ROUTE IF AND WHEN SAID EAST 1/2 OF SOUTHWEST 1/4 OF NORTHWEST 1/4, SECTION 33 IS SUBDIVIDED. PARCEL C: THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 32, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. EXCEPTING THEREFROM ALL OIL, GAS AND OTHER MINERAL DEPOSITS, TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE, AND REMOVE THE SAME, ACCORDING TO THE PROVISIONS OF THE ACT OF CONGRESS APPROVED JUNE 1, 1938 (52 STAT. 609), AS RESERVED IN THE PATENT RECORDED JUNE 15, 1987 AS INSTRUMENT NO. 169409 OF OFFICIAL RECORDS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL D: THE EAST HALF OF GOVERNMENT LOT 1 IN THE NORTHWEST QUARTER OF SECTION 33, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, LYING SOUTHERLY OF THE SOUTHERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO STATE OF CALIFORNIA BY DEED RECORDED FEBRUARY 21, 1944 IN BOOK 615 PAGE 197 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APN(s): 669-230-005-3, 669-310-002-7, 669-290-007-1, 669-2-90-008-2, 669-2-90-009-3, 669-290- 010-3, 669-290-012-5 and 669-310-003-8 Page 9 of 9 RECORDING REQUESTED BY First American Title Company AND WHEN RECORDED MAIL DOCUMENT TO: State of California Coachella Valley Mountains Conservancy 73-710 Fred Waring Dr., Ste, 205 Palm Desert, CA 92260 Executive Director., - . A.P.N.: 669-230-00 5,. 669-290-007, 669-290-008, 669-290-009, 669-290- 010, 669-290-012, 669-310-002 and 669-310-003 DO,, # 2012-0548024 11/13/2012 03:59 PM Fees: $33.00 Page 1 of 7 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder "This document was electronically submitted to the County of Riverside for recording** Recelpted by: YSEGURA Space Above This Line for Recorder's Use Only Notice of Unrecorded Grant Agreement Document Title File No.: 11744-4153516 (SA) SEPARATE PAGE PURSUANT TO GOVT CODE 27361.6 I RECORDING REQUESTED BY First American Title Company AND WHEN RECORDED MAIL DOCUMENT TO: State of California Coachella Valley Mountains Conservancy 73-710 Fred Waring Dr., Ste. 205 Palm Desert, CA 92260 Executive Director Above This Line for Recorder's Use Only A.P.N.: 669-230-005, 669-290-007, 669-290-008, 669-290-009, 669-290- 010, 669-290-012, 669-310-002 and 669-310-003 Notice of Unrecorded Grant Agreement Document Title File No.: 11744-4153516 (SA) SEPARATE PAGE PURSUANT TO GOVT CODE 27361.6 Notice of Unrecorded Grant Agreement RECORDING REQUESTED BY: Friends of Palm Springs Mountains PO Box 3172 Palm Springs, CA 92263 WHEN RECORDED, RETURN TO: State of California ) Coachella Valley Mountains Conservancy ) Attn: Executive Director } 73-710 Fred Waring Dr., Ste. 205 ) Palm Desert, CA 92260 ) ,Project Name: CVMC073-1 Space above fine for Recorder's ate : MSHCP/NCCP Prop 84- Angel Cove APNs: 669-230-005, 669-290-007, 669-290-008, 669-290-009, 669-290-010, 669-290-012, 669-310-002 and 669-310-003 County: Riverside This Notice of Unrecorded Grant Agreement ("Notice'), dated as - of C '7 , 2012, • is made by Friends of 'Palm Springs Mountains "Grantee") and recorded concurrently with the Deed described below, to provide notice of an agreement between Grantee and the Coachella Valley Mountains Conservancy . ("Grantor" or "CVMC"), a subdivision of the State of California, affecting the real property described below. 1. CVMC and Grantee have entered into Grant Agreement No.CVMC073-1 ("Grant" or "Agreement"), pursuant to which CVMC grants to Grantee certain funds for Grantee's acquisition of fee title to approximately 209 acres of real property located in the County. of Riverside, California (the "Property"), by Grant Deed (the "Deed") from PALM SPRINGS CHINO CANYON 209, LLC [Seller]. The Property is legally described. in Exhibit A attached to this Notice and incorporated in it by this reference. 'Initial - capitalized terms used in this Notice and not otherwise defined shall have the meaning set forth in. the Grant. 2. Grantee agrees under the terms of the Grant to execute this Notice to give notice that Grantee received funds under the Agreement to assist Grantee in .acquiring the Property and that, in consideration of the Grant Funds, Grantee has agreed to the terms of the Grant. The Grant is incorporated by reference into this Notice. . 3. Grantee covenants and agrees in the Scope of the Agreement as follows: 3.1. The Property shall be held and used only in a manner that Js consistent with the Agreement, including the following "Purposes of Grant" set forth in the Scope of the Agreement: The Property shall be held and used for the purposes of conserving the land in its current, undeveloped state. The grantee shall protect and maintain the property for conservation purposes. (individually and collectively, the "Purposes of Grant"). 3.2. The Property (including any portion of it or any interest in it) shall not be sold, transferred, exchanged or otherwise conveyed without the written approval of CVMC or its successor. 3.3. The Property (including' any portion of it or.any interest in it) may not be used as security for any debt without the written approval of the. State of California, acting through CVMC or its successor. 3.4. At the request of Grantor, not less than once in any period of three: calendar years, Grantee shall allow designated staff of Grantor to access. the Property to assess. compliance with the terms, covenants-. and.:., .. conditions of this Agreement. 4. Pursuant to the "Reconveyance" section of the Agreement, in:the event.of - a Default under the Agreement, in'addition`to ariy and all' rohiedies,available at.law!or--in.::; >. equity, Grantor may seek specific performance of the Grant and may..require:.Grantee.to ..: convey a conservation easement over the Property in favor of Grantor (or, at the election of Grantor, another entity or organization authorized by California law to acquire.:.. and hold conservation easements and which is willing and financially. .able to- assume :all of the obligations and responsibilities of Grantee), and to paya sum to Grantor:which, ; when combined with the fair market value of the conservation easement, equals the sum granted to Grantee pursuant to -the Agreement, together with interest thereon as provided in, the Agreement. 5. Pursuant to the "Reconveyance" section of the Agreement, if Grantee is a nonprofit organization and the existence of Grantee is terminated for any reason, title to all interest in real property acquired with state funds shall immediately vest in the State of California. However, prior to that termination, upon approval of Grantor, another public agency or nonprofit organization may receive title to all or a. portion of that interest in real property by recording its acceptance of title in writing. Any deed .or other instrument of conveyance whereby real property is being acquired by a nonprofit organization pursuant to this section shall be recorded and shall set forth the executory interest and right of entry on the part of the State of California. 6. :Pursuant to the "Term of the Agreement" section of the Agreement, the Grant shall remain in full force and effect from and after the close of escrow for the acquisition of the Property. 7. 'Pursuant to the "Use, Management, Operation and Maintenance" section . of the Agreement, the Grant shall be binding upon Grantee and all . designees, successors and assigns of Grantee. 8. Pursuant to the "Use, Management, Operation and Maintenance" section of the Agreement, if all or any part of the Property is taken by exercise of the .power of eminent domain, or. acquired by purchase in lieu of condemnation, .Grantor and -.Grantee shall act jointly to recover from the condemning authority -the full value of the Property so taken or purchased, and all direct or incidental damages resulting therefrom. Grantor shall be entitled to the share of the Award, which equals the ratio of the Grant Funds provided by Grantor to the purchase price Grantee paid to acquire the Property. 9. This Notice is solely for the purpose of recording and in no way modifies the provisions of the Agreement. Grantee and CVMC each has rights, duties and obligations under the Agreement, which are not set forth in this Notice. To the extent the terms of this Notice conflict with the Agreement, the terms of the Agreement shall govern and control. 10. For. additional terms and conditions of the Agreement, reference should be made to the CVMC Grant Agreement CVMC073-1 and between CVMC and Grantee. dated (�ckbe�r- •117 ; .2012, which is 'on file with the Coachella Valley Mountains Conservancy, 73-71.0 Fred Waring Drive, Suite 205, Palm Desert, CA 92260. �I STATE OF CALIFORNIA. COUNTY OF 1 V£.IzS ID �� i D 9v6T�1'P-y IOU q1iG On 1ti /7 1 before me, �� 2 N+J Date Name, Title of officer- EG.., 'Jane Doe, Notary Public�T Notary Public, personally appeared N / c k!-e2 -h2C LQ.0 Q h 1;f) who proved to me on the basis of satisfactory evidence to be the. personal whose meke Coare subscribed to the within instrument and acknowledged to me that he/�/e they executed the same in his/their authorized capacity�ies� and that by his/their signature(s) on the instrument the person(o, or the .entity upon behalf of which the person(8r acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. rA KERRIE ANN GODMEY r Coirpniaalon • ISM36 Notary ftwic - CaHiaria (SEAL) Rhnral!da County NOT RY PUBLIC SIGNATURE MV WENS" 8e 1� 2018 NOTARY SEAL Under the provisions of Government Code 27361.7, 1 certify under the penalty of perjury that the Notary Seal on the document to which this statement is attached reads as follows: Name of Notary: Commission Date Commission Expires: County where Bond is filed r PLACE OF EXECUTION: San Bernardino DATE: SIGNATURE: rtu:'us: EXHIBIT "A" LEGAL DESCRIPTION Real property in the City of Palm Springs, County of Riverside, State of California, described -as follows: PARCEL A: THAT PORTION OF THE SOUTH HALF OF SECTION 29, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNAJRDINO.BASE AND MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT`THE INTERSECTION OF THE WEST LINE OF SAID SECTION 29; WITH.THE. SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE STATE OF: '"... CALIFORNIA BY DEED RECORDED IN BOOK 891 PAGE 247 OF OFFICIAL RECORDS:.OF RIVERSIDE COUNTY, CALIFORNIA; ' THENCE SOUTH 30 34.00" EAST, 2094.69 FEET; THENCE SOUTH 350 26' 00" WEST, 200.00 FEET TO THE BEGINNING OF A CURVE :CONCAVE TO:'. THE SOUTHWEST; HAVING A RADIUS OF 9,650.00 FEET FROM WHICH THE CENTER --OF SAID` CURVE BEARS SOUTH 350 26' 00"; THENCE SOUTHEASTERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE,: :::• .:. ::..•,.. OF 060 12' 00 AN ARC DISTANCE OF 1,044.23 FEET TO. AN ANGLE POINT IN THE WESTERLY' • < "' LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO DANA B. HORN AND JACQUES S., YEAGER, BY INSTRUMENT=RECORDED'OCTOBER A, 1961-AS INSTRUMENT NO. 868.02:OF. OFFICIAL RECORDS OF: RIVERSIDE COUNTY, CALIFORNIA, THE LAST THREE COURSES AND' DISTANCES FOLLOW ALONG THE BOUNDARY LINE OF THE PARCEL CONVEYED TO THE -STATE - OF CALIFORNIA AS AFORESAID; THENCE SOUTH 140 38' 00" WEST 145.90 FEET ALONG THE WESTERLY LINE OF THE PARCEL CONVEYEDTO HORN. AND YEAGER AS AFORESAID TO THE MOST NORTHERLY CORNER OF ' THAT CERTAIN PARCEL OF LAND CONVEYED TO DANA B. HORN AND JACQUES B. YEAGER BY INSTRUMENT RECORDED JANUARY 15, 1962 AS INSTRUMENT NO. 3842 OF OFFICIAL RECORDS. OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 480 22' 00" EAST 606.81 FEET ALONG THE. SOUTHWESTERLY LINE OF THE PARCEL CONVEYED TO HORN AND YEAGER AS FIRST MENTIONED ABOVE, TO THE MOST SOUTHERLY CORNER THEREOF; THENCE NORTH 410 38' 00" EAST 330.00 FEET ALONG THE SOUTHEASTERLY LINE OF THE PARCEL SO CONVEYED THE MOST EASTERLY CORNER THEREOF; THENCE SOUTH 480 22' 00" EAST, A DISTANCE OF 239.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 410 38' 00" WEST; 1,040.05 FEET TO THE SOUTHEAST CORNER- OF THE. LAND DESCRIBED IN THE DEED TO DANA B. HORN AND JACQUES S. YEAGER RECORDED OCTOBER 3, .. 1962 AS INSTRUMENT NO. 919.50 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, ' SAID SOUTHEAST CORNER BEING A POINT ON THE SOUTH LINE OF SAID SECTION; THENCE EAST ON SAID SOUTH LINE TO THE INTERSECTION OF THE SOUTHWEST LINE -OF THE LAND CONVEYED TO THE STATE OF CALIFORNIA BY FIRST ABOVE SAID DEED; THENCE NORTH 480 22' 00" WEST ON SAID SOUTHWEST LINE TO THE TRUE POINT OF BEGINNING. PARCEL B-1: THE WEST HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER.OF SECTION 33, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION THEREOF INCLUDED IN STATE HIGHWAY. CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 615 PAGE 197 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL B-2: A TRIANGULAR PORTION OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE C J NORTHWEST QUARTER OF -SECTION 33, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE, PARTICULARLY DESCRIBED AS FOLLOWS: BOUNDED ON THE SOUTH .BY THE SOUTH LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33 AND ON THE WEST BY THE WEST LINE OF THE. WEST HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33, AT RIGHT ANGLES TO SAID SOUTH LINE AND BOUNDED ON THE NORTHEAST BY THE STATE HIGHWAY RIGHT OF WAY AS. PER DEED OF RECORD TO THE STATE OF CALIFORNIA RECORDED IN BOOK 615 PAGE 19.7 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,' CAI IFORNIA, A DISTANCE OF APPROXIMATELY 600 FEET ALONG SAID HIGHWAY RIGHT.OF WAY,.. PARCEL B-3: THE NORTHWEST 1/4 OF THE NORTHEAST 1%4'AND THE.SOUTH.1/2 OF THE NORTHEAST 1/4 OF. SECTION 32, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN B.ERNARDINO BASE AND' MERIDIAN; ,AS , SHOWN BY THE. UNITED.STATES GOVERNMENT SURVEY. PARCEL B-4; . EASEMENT FOR INGRESS AND EGRESS TO PARCEL B-1 ABOVE OVER THE EAST, 1/2 OF SOUTHWEST?/4 ..OF NORTHWEST 1/4 SECTION 33, FROM THE HIGHWAY CROSSOVER TO THE NORTHEAST CORNER OF SOLITHWEST.1/4 OF SOUTTHWEST 1/4.OF NORTHWEST •✓a:OF SECTION: 33 OF SAID PARCEL "A OVER. A TEMPORARY ROUTE TO. BE, DESIGNATED BY GRANTORS ANp° THEREAFTER,OVER THE PERMANENT ROUTE IF AND..INHEN. SAID EAST 112 OF SOUTHWEST 1/4•. " OF NORTHWEST 1/4, SECFION.33 IS SUBDIVIDED. PARCEL C: THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 32, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. EXCEPTING THEREFROM ALL OIL, GAS AND OTHER MINERAL DEPOSITS, TOGETHER WITH THE. RIGHT TO PROSPECT FOR; MINE, AND REMOVE THE SAME, ACCORDING TO THE PROVISIONS OF THE ACT OF CONGRESS APPROVED JUNE 1, 1938 (52 STAT. 609), AS RESERVED IN THE PATENT RECORDED JUNE 15, 1987 AS INSTRUMENT NO. 169409 OF OFFICIAL RECORDS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL D: THE EAST HALF OF GOVERNMENT LOT 1 IN THE NORTHWEST QUARTER OF SECTION 33, . TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, LYING SOUTHERLY OF THE SOUTHERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO STATE OF. CALIFORNIA BY DEED RECORDED FEBRUARY 21, 1944 IN BOOK 615 PAGE 197 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APNs: 669-230-005, 669-290-007, 669-290-008, 669-290-009, 669-290- 010, 669-290-012, 669-310-002 and 669-310-003 RECORDING REQUESTED BY: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Office of the City Clerk WHEN RECORDED, RETURN TO: Coachella Valley Mountains Conservancy Attn: Executive Director 73-710 Fred Waring Dr., Ste. 112 Palm Desert, CA 92260 Project Name: Angel Cove COUNTY: Riverside Space above line for Recorder's use CVMC Grant Agreement No. CVMC-073-1 APN(s): 669-230-005, 669-290-007, 669-290-008, 669-290-009, 669-290-010, 669-290-012, 669-310-002 and 669-310-003 The Undersigned Grantor(s) Declare(s): DOCUMENTARY TRANSFER TA FEES ARE EXEMPT PER R&T CODE 11922 AND GOVERNMENT COD SURVEY MONUMENT FEE $ computed on the consideration or full value of property conveyed, OR computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, unincorporated area; Riverside County GRANT DEED FOR FULL VALUE AND CONSIDERATION, receipt of which is hereby acknowledged, the FRIENDS OF THE PALM SPRINGS MOUNTAINS, a California non-profit public benefit corporation ("Friends") hereby GRANTS to the CITY OF PALM SPRINGS, a California charter city and municipal corporation ("City"), with the consent of the COACHELLA VALLEY MOUNTAINS CONSERVANCY, a subdivision of the State of California ("Conservancy"), which consent is memorialized in that certain "Assignment and Assumption of Grant Agreement and Consent to Transfer of Fee Interest," recorded in the Official Records of the County of Riverside ("Records") as document number 2019-0066428 ("Assignment and Assumption"), real property located in the County of Riverside, State of California, legally and more particularly described in EXHIBIT "A" attached hereto and made a part hereof. In accordance with the Assignment and Assumption, the terms and conditions of this Grant Deed from Friends to City are that City fulfill Friends' obligations and responsibilities memorialized in that certain "Grant Agreement," by and between Conservancy and Friends, entered into as Grant Agreement Number CVMC-073-1 as of October 17, 2012 ("Grant Agreement"), and documented in that certain "Notice of Unrecorded Grant Agreement," recorded GRANT DEED Page 1 of 4 in the Records as document number 2012-0548024 (the "Notice"). These terms and conditions of the Grant Agreement, the Notice, and this Grant Deed shall bind the City, together with its representatives, assigns and other successors in interest. FRIENDS OF THE PALM SPRINGS MOUNTAINS, a California non-profit corporation By: Nickie McLaughlin, Chair ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Califomi County of _i dB�Si�e �� ) On . Macigo xPloyig _ _ before me, ��n �w cLf�t � I 112d _N61(G (insert name and title of th fficer) personalty appeared Nial e, Mcla! tkliyi , who proved to me on the basis of satisfactory evidence to be the personis) whose name(a JIT subscribed to the within instrument and acknowledged to me that *(sRhbey executed the same in i#s&th*r authorized capacity(i"), and that by er ter signature($) on the instrument the person(, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. CYNTHIAA. BERARDI WITNESS my hand and official seal. NotaryPublic— California Z Riverside County ' Commission p 2229138 My Comm. Expires Feb 18, 2022 Signature (Seal) GRANT DEED Page 2 of 4 EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: THAT PORTION OF THE SOUTH HALF OF SECTION 29, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF SAID SECTION 29, WITH THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 891 PAGE 247 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 540 34' 00" EAST, 2094.69 FEET; THENCE SOUTH 351 26' 00" WEST, 200.00 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 9,650.00 FEET FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 351 26' 00"; THENCE SOUTHEASTERLY ALONG SAID CURVE, TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 06° 12' 00" AN ARC DISTANCE OF 1,044.23 FEETTO AN ANGLE POINT IN THE WESTERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO DANA B. HORN AND JACQUES S. YEAGER, BY INSTRUMENT RECORDED OCTOBER 10, 1961 AS INSTRUMENT NO. 86802 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, THE LAST THREE COURSES AND DISTANCES FOLLOW ALONG THE BOUNDARY LINE OF THE PARCEL CONVEYED TO THE STATE OF CALIFORNIA AS AFORESAID; THENCE SOUTH 140 38' 00" WEST 145.90 FEET ALONG THE WESTERLY LINE OF THE PARCEL CONVEYED TO HORN AND YEAGER AS AFORESAID TO THE MOST NORTHERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO DANA B. HORN AND JACQUES B. YEAGER BY INSTRUMENT RECORDED JANUARY 15, 1962 AS INSTRUMENT NO. 3842 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 480 22' 00" EAST 606.81 FEET ALONG THE SOUTHWESTERLY LINE OF THE PARCEL CONVEYED TO HORN AND YEAGER AS FIRST MENTIONED ABOVE, TO THE MOST SOUTHERLY CORNER THEREOF; THENCE NORTH 410 38' 00" EAST 330.00 FEET ALONG THE SOUTHEASTERLY LINE OF THE PARCEL SO CONVEYED THE MOST EASTERLY CORNER THEREOF; THENCE SOUTH 480 22' 00" EAST, A DISTANCE OF 239.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 410 38' 00" WEST, 1,040.05 FEET TO THE SOUTHEAST CORNER OF THE LAND DESCRIBED IN THE DEED TO DANA B. HORN AND JACQUES S. YEAGER RECORDED OCTOBER 3, 1962 AS INSTRUMENT NO. 91950 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SAID SOUTHEAST CORNER BEING A POINT ON THE SOUTH LINE OF SAID SECTION; THENCE EAST ON SAID SOUTH LINE TO THE INTERSECTION OF THE SOUTHWEST LINE OF THE LAND CONVEYED TO THE STATE OF CALIFORNIA BY FIRST ABOVE SAID DEED; THENCE NORTH 481 22'00" WEST ON SAID SOUTHWEST LINE TO THE TRUE POINT OF BEGINNING. PARCEL B-1: THE WEST HALF OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN; EXCEPTING THEREFROM THAT PORTION THEREOF INCLUDED IN STATE HIGHWAY. CONVEYED TO THE STATE OF CALIFORNIA BY DEED RECORDED IN BOOK 615 PAGE 197 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. GRANT DEED Page 3 of 4 PARCEL B-2: A TRIANGULAR PORTION OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BOUNDED ON THE SOUTH BY THE SOUTH LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33 AND ON THE WEST BY THE WEST LINE OF THE WEST HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 33, AT RIGHT ANGLES TO SAID SOUTH LINE AND BOUNDED ON THE NORTHEAST BY THE STATE HIGHWAY RIGHT OF WAY AS PER DEED OF RECORD TO THE STATE OF CALIFORNIA RECORDED IN BOOK 615 PAGE 197 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, A DISTANCE OF APPROXIMATELY 600 FEET ALONG SAID HIGHWAY RIGHT OF WAY. PARCEL B-3: THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 AND THE SOUTH 1/2 OF THE NORTHEAST 1/4 OF SECTION 32, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, AS SHOWN BY THE UNITED STATES GOVERNMENT SURVEY. PARCEL B-4: EASEMENT FOR INGRESS AND EGRESS TO PARCEL B-1 ABOVE OVER THE EAST 1/2 OF SOUTHWEST 1/4 OF NORTHWEST 1/4 SECTION 33, FROM THE HIGHWAY CROSSOVER TO THE NORTHEAST CORNER OF SOUTHWEST 1/4 OF SOUTHWEST 1/4 OF NORTHWEST 1/4 OF SECTION 33 OF SAID PARCEL "A" OVER A TEMPORARY ROUTE TO BE DESIGNATED BY GRANTORS AND THEREAFTER OVER THE PERMANENT ROUTE IF AND WHEN SAID EAST 1/2 OF SOUTHWEST 1/4 OF NORTHWEST 1/4, SECTION 33 IS SUBDIVIDED. PARCEL C: THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 32, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN. EXCEPTING THEREFROM ALL OIL, GAS AND OTHER MINERAL DEPOSITS, TOGETHER WITH THE RIGHT TO PROSPECT FOR, MINE, AND REMOVE THE SAME, ACCORDING TO THE PROVISIONS OF THE ACT OF CONGRESS APPROVED JUNE 1, 1938 (52 STAT. 609), AS RESERVED IN THE PATENT RECORDED JUNE IS, 1987 AS INSTRUMENT NO. 169409 OF OFFICIAL RECORDS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL D: THE EAST HALF OF GOVERNMENT LOT 1 IN THE NORTHWEST QUARTER OF SECTION 33, TOWNSHIP 3 SOUTH, RANGE 4 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, LYING SOUTHERLY OF THE SOUTHERLY LINE OF THAT CERTAIN PARCEL OF LAND CONVEYED TO STATE OF CALIFORNIA BY DEED RECORDED FEBRUARY 21, 1944 IN BOOK 615 PAGE 197 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APN(s): 669-230-005-3, 669-310-002-7, 669-290-007-1, 669-290-008-2, 669-290-009-3, 669-290- 010-3, 669-290-012-5 and 669-310-003-8 GRANT DEED Page 4 of 4 �QAL MSA City of Palm Springs Office of the City Clerk # �CD00RAiEp�930 " 3200 E. Tahquitz Canyon Way • Palm Springs, California 92262 4if:o �P Tel: 760.323.8204 • Fax: 760.322.8332 • TDD 760.864.9527 • www.palmspringsca.gov CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY that the interest in real property conveyed by from, GRANT DEED Friends of the Palm Springs Mountains, a California non-profit public benefit corporation Grantor, to the City of Palm Springs, a municipal corporation and charter city, Grantee, is hereby accepted by the City Clerk of said City of Palm Springs, on thisday of AQ,f -N , 20_n, pursuant to authority granted by the City Council of said City, by Resolution No. 20255 made on the 16th day of January, 2002, and the Grantee consents to recordation thereof by the City Clerk, its duly authorized officer. Dated at Palm Springs, California, this 20- day of kz r CvN , 20re) . d ANTHONY J. KAEJIA, MMC City Clerk CONTRACT ABSTRACT Z Originals: Kevisea and Kestated Animal snelter Services Agreement Contract Company Name: Friends of the Palm Springs Animal Shelter Company Contact: Tamara Hedges, President Summary of Services: Operations of the Palm Springs Animal Shelter Contract Total: $940,402 FY 20-21 FY 21-22: $1,027,902 (increasing $87,500) FY 22-23: $1,115,402 (increasing $87,500) FY 23-24: Adjusted by CPI Term: June 30, 2026, with an optional 5-year extension Contract Administration Lead Department: Finance and Treasury /Assistant City Manager Contract Administrator: Nancy Pauley/Marcus Fuller City Council Approval Original Agreement: October 17, 2012 Amendment 1: November 6, 2013 Revised & Restated Agreement: February 25, 2021 Agreement Number: A6292 Resolution: N/A Contract Compliance Exhibits: Attached Signatures: Attached Insurance: N/A Bonds: N/A Contract Prepared By: Marcus Fuller Submitted on: 03/24/2021 By: Tabitha Richards REVISED AND RESTATED ANIMAL SHELTER SERVICES AGREEMENT THIS REVISED AND RESTATED ANIMAL SHELTER SERVICES AGREEMENT ("Agreement"), dated this day of WLj 0ti , 2021, is entered into by and between the City of Palm Springs, a California municipal corporation and charter city, ("City"), and Friends of the Palm Springs Animal Shelter, a California non-profit corporation, ("Friends"), with reference to the following: RECITALS A. In 2011 the City completed construction of, and opened for public use, a new state-of-the-art 20,000 square feet Palm Springs Animal Shelter facility and grounds located at 4575 E. Mesquite Avenue, (the "Shelter"), as generally depicted on Exhibit "A" to this Agreement. The City's operation of the Shelter provides for a safe, humane shelter for impounded, homeless, abused, neglected, lost or abandoned animals, and provides a temporary home for animals offered for adoption, held for a short time until their owners can be found, and animals impounded for a variety of reasons. B. On October 17, 2012, the Parties entered into that certain Animal Shelter Services Agreement, as further amended on November 6, 2013, (the "2012 Agreement"). The initial term of the 2012 Agreement ended on January 18, 2018, and is subject to two (2) extensions of three (3) years each with mutual consent and agreement of the Parties. C. By mutual consent and agreement, the 2012 Agreement has been extended through June 30, 2021. D. Pursuant to the 2012 Agreement, Friends currently provides a variety of animal control services for the City which involve primarily the enforcement of the laws of the City and the state, including without limitation the provisions of Title 10 of the Palm Springs Municipal Code, regarding the proper care and maintenance of animals, (the "Services"). The Services include: (1) the operation of the Shelter in accordance with Palm Springs Municipal Code Section 10.20.030 which houses dogs, cats, and other animals surrendered by the public; (2) the provision of adoption services; (3) licensing of dogs in accordance with the law; (4) administer rabies vaccinations; (5) promotion of the humane treatment of animals; (6) and such other related services as required or desired by the Parties. E. The Services provided by Friends do not include those provided by an Animal Services Officer that include patrolling City streets to find dead, sick, injured, stray, or trapped animals, or to investigate injuries to and by animals, and directly related services, (the "Animal Control Services"). The City provides Animal Control Services separately through its Animal Services Officers employed by the City in the Palm Springs Police Department. F. The Parties recognize and agree that the continuation of the Services, together with other services that can be provided by Friends, will require a continuing and extended public -private funding partnership between the City and Friends and other interested entities, contributors, and the community. Page 1 of 20 G. It is the goal of the Parties to ensure that the Shelter operates in a professional manner, incorporating sound principles of shelter medicine, disease control, sanitation, and other humane animal care techniques. H. The Parties now desire to enter into this Revised and Restated Agreement for Friends to continue to provide the Services on behalf of the City. AGREEMENT 1. Grant of Authori City hereby grants to Friends, and Friends hereby accepts, the right and obligation to manage, operate, use, posses, maintain, occupy, promote, and market the Shelter as an animal shelter for the purpose of providing care and humane treatment for lost, strayed, abandoned, surrendered or homeless animals that are received into the Shelter, and animals seized by the City's Animal Services Officers or held pursuant to court order. Friends shall perform and furnish, or cause to be performed and furnished, all management, operation, maintenance, promotion, marketing, and administration of the Shelter in accordance with all Legal Requirements, all on terms and subject to limitations of this Agreement. (For the purpose of this Agreement, the term "City Manager" or "Animal Services Officer' means the person, office, or position designated by the City Manager of the City.) Without in any way limiting Friends' right to manage and operate the Facility in accordance with the terms of this Agreement, Friends, with the input of the City Manager, shall have the authority and responsibility to: (a) determine, establish, and implement the policies, standards and schedules for the operation and maintenance of the Shelter and all matters affecting customer relations; (b) hire, train, and supervise the Shelter employees; (c) supervise and direct all phases of advertising, sales, and business promotion for the Shelter; (d) establish accounting and payroll procedures and functions for the Shelter. City agrees that it will cooperate with Friends to permit and assist Friends to carry out its duties under this Agreement. 2. General. A. Friends shall house animals currently at the Shelter and those received at the Shelter during the term of this Agreement, for the holding or redemption periods set forth in the Legal Requirements. At the end of the appropriate holding or redemption period, animals that have not been redeemed by their owners, shall be offered for adoption or euthanized as provided under the Legal Requirements. Friends shall encourage adoption where the animal and potential adoptive home are both believed to be appropriate. B. In the exercise of its discretion, Friends may hold animals housed at the Shelter beyond the time required by law, provided that Friends shall not hold animals beyond the time required by law if the same will result in there being insufficient space or facilities for the impoundment of animals seized pursuant to the City's Animal Control functions. C. Friends shall keep the Shelter open to the public a minimum of thirty-five (35) hours per week, six days a week, unless otherwise mutually agreed in writing by Friends and the City Manager. The Shelter may be closed for the following recognized holidays: New Year's Day, July 4th, Thanksgiving Day, half day on Christmas Eve, Christmas Day, and half day on New Year's Eve. Other closures of the Shelter may be proposed by Page 2 of 20 Friends for good and sufficient reason, with 24 hours advance written notice provided to the City Manager. In no case will closure to the public compromise care, watering, and feeding of the animals. Subject to the foregoing, Friends shall establish reasonable hours during which animals may be viewed, redeemed, or adopted. D. The Shelter may be required to house animals other than domestic companion animals, when necessary. Other animals may include livestock, birds, pet rodents, snakes, and other exotic animals. E. In performing its obligations and duties under this Agreement, Friends shall conform to all applicable ordinances of the City of Palm Springs, the laws and regulations of the State of California, and the Stipulation and Order re Settlement, in the case of Daniel Teutle, et al. v. City of Palm Springs, et al. (Case No INC1103235 — Superior Court, County of Riverside, Indo Branch) and executed by the City and Friends on June 26, 2012. A copy of this Settlement is on file in the Office of the City Clerk. All such ordinances, laws, and stipulations and orders are collectively referred to in this Agreement as the "Legal Requirements." F. Friends shall determine, establish, and implement the policies, standards, and schedules for the operation and maintenance of the Shelter and all matters affecting customer relations. Friends shall be responsible for processing applications for the placement of adoptable animals in accordance with the Legal Requirements. Friends shall be entitled to collect and retain reasonable adoption and redemption fees, issue dog licenses, and collect and retain payments for dog licenses. G. Friends shall maintain the capacity of the Shelter at its present level. No expansion or contraction from the present capacity shall occur without the written approval of the City. H. Friends shall be solely responsible for any and all costs, and no City funds shall be utilized, for the housing and care of animals obtained from outside the City of Palm Springs. Friends shall only accept animals from outside the City of Palm Springs, if there is sufficient capacity to accommodate those animals. I. Friends shall operate the Shelter in conformance with the general provisions of this Agreement, develop and implement standards of care for its operations at the Shelter, and prepare benchmarks to measure its performance. Written standards and benchmarks will be provided to the City Manager. 3. Medical Services. A. Friends shall provide prompt and reasonably necessary veterinary care to the animals housed at the Shelter or placed in foster care. Friends shall ensure that all veterinary care is provided by qualified personnel licensed by the State of California and can be provided on site through the utilization of medical facilities at the Shelter with visiting veterinarians or by utilizing a local veterinary clinic. Any dog or cat deemed adoptable shall be spayed or neutered as soon as practicable when determined to be medically sound. Friends shall have the discretion to spay or neuter any other species of animal. Page 3 of 20 B. In addition to the City's payment of the Management Fee, Friends shall provide the Shelter with sufficient funding to pay for all reasonable and necessary medical expenses incurred with regard to the treatment of the animals at the Shelter. C. In accordance with the Legal Requirements, it is the responsibility of Friends that the Shelter's veterinarian and/or staff are (1) trained and appropriately certified to administer controlled euthanasia drugs and other controlled substances, and (2) responsible for obtaining euthanasia drugs and other controlled substances, (3) properly maintaining records pertaining to such drugs and other controlled substances, and (4) to safely secure such drugs and other controlled substances. D. Friends shall develop and implement a system whereby animals are assessed for behavior and temperament in a manner consistent with the Legal Requirements. The Executive Director of Friends, or designee, shall be consulted prior to a final determination made regarding an animal's vicious or potentially dangerous behavior and temperament. Under no circumstances shall Friends allow any vicious or potentially dangerous animals to become available for adoption. E. Friends shall euthanize animals that are irremediably suffering from injury or illness consistent with the Legal Requirements. Friends shall also euthanize all animals found to be vicious or potentially dangerous as well as all animals found to be in poor health and untreatable. Friends shall follow the HSUS and American Veterinary Association's recommended protocols for euthanasia. F. Friends shall be responsible for providing general medical care for any animals in the Shelter, including all veterinary services, including without limitation spaying/neutering, vaccinations, and medical supplies. G. Friends shall provide for proper disease control at the Shelter to minimize the spread of disease. 4. Animal Care. A. Friends shall be wholly and solely responsible to house, care for, groom, water, and feed all surrendered, stray, and impounded animals held at the Shelter or in foster care and hold such animals, regardless of how each such animal was delivered to the Shelter, for no less than the holding period of time as prescribed by the State or the City, whichever applicable holding period is longest. Friends shall periodically make recommendations to the City Manager regarding the amounts to be charged for the impound and housing of animals under the provisions of this Agreement. Such recommendations may be forwarded to the City Council for consideration and approval. Any change to fees charged by Friends shall require prior approval by the City Council. Friends may retain all impound fees paid to the Shelter. B. Friends shall provide for the board and care of all animals that are impounded for any reason by the City's Animal Services Officers. Friends shall not deviate from any special conditions that the Animal Services Officer places on an impounded animal. Friends shall provide for the euthanasia of any animals so ordered by the courts or other competent authority. Page 4 of 20 C. At a frequency not less than one time per day, all animals are to be fed and provided fresh water, and all water bowls, litters, and cages/kennels are to be cleaned and sanitized. D. Friends shall provide for the adoption or placement of as many animals as possible to meet a goal of 90% live release rate. Friends may place animals who have cleared their holding periods with properly vetted animal rescue groups; under no circumstance, however, shall Friends release animals to any type of a dealer or breeder. E. Friends shall provide Trap, Neuter, and Release feral cat programs consistent with best practices and Legal Requirements. F. In accordance with the Legal Requirements, Friends will provide final arrangements and disposal of any and all animals that die in the custody of Friends at the Shelter, are euthanized, or are deceased animals brought to the Shelter by the City's Animal Services Officers. Except as expressly provided in this provision, nothing herein shall require Friends to handle or dispose of deceased animals from any other agencies or organizations. G. Friends shall establish and sponsor a low-cost rabies clinic or event at least two times a year. 5. Records and Reports. A. Friends shall maintain complete records of each animal admitted, housed, or maintained at the Shelter in a manner consistent with the Legal Requirements, using computer software appropriate for animal shelter operations. All animals impounded shall be assigned an impound number for tracking purposes and records for each animal shall be maintained through the last date of the animal's impoundment. Such records shall include, without limitation, kennel records, animal medical records, animal behavior records, adoption records, redemption records, euthanasia records, receipts, inventory, fees and charges, activity records, and whether the animal was from within the City or from outside the City of Palm Springs. All records shall be maintained for a minimum of 3 years. B. Friends shall provide the City Manager with an annual audited financial report of each calendar year during the term of this Agreement within thirty (30) days of Friends' receipt of the annual audited financial report. C. Friends shall be responsible for licensing all dogs as required in the Legal Requirements. Friends shall be deemed an authorized licensing agent of the City Manager pursuant to the terms of Palm Springs Municipal Code Chapter 10.08, as amended from time to time. Friends shall periodically make recommendations to the City Manager regarding the amount to be charged for dog licenses. Such recommendations may be forwarded to the City Council for consideration and approval. Any change to fees charged by Friends shall require prior approval by the City Council. Friends may retain all dog license fees. Friends shall offer on-line license payments and related services when practicable. Page 5 of 20 D. Friends shall establish accounting and payroll procedures and functions for the Shelter. City Manager agrees that the City Manager will cooperate with Friends to permit and assist Friends to carry out its duties under this Agreement. E. Friends shall develop and maintain monthly statistical reports, developed in cooperation with the City Manager and posted on the Friend's Web Site. 6. Employees and Volunteers. A. Friends shall employ, at all times during the term of this Agreement, such trained and qualified personnel as are necessary to properly perform the duties and responsibilities specified in this Agreement. Friends shall be solely responsible for the recruitment, hiring, training, supervision, and/or termination of all staff and/or volunteers. The employees of Friends shall not be employees of the City. B. Friends shall establish, promote, and operate volunteer and/or community service programs and shall assume liability for, appropriately screen, supervise, and train all such volunteers assisting at the Shelter. C. It is expressly understood and agreed by Friends that its officers, employees, and agents will not be deputized and will not be authorized to enforce any rules, regulations, ordinances or laws except as specifically provided in this Agreement. The City, through its Animal Services Officers, will enforce all animal control ordinances. D. It is expressly understood and agreed that Friends shall maintain adequate staffing levels at the Shelter to ensure that all services outlined in this Agreement are provided in an efficient and professional manner. As of the effective date of this Agreement, Friends has approximately 40 full time equivalent positions at the Shelter consisting of an Executive Director, Managers, Technicians, Coordinators, and Attendants. Friends shall provide notice to the City Manager of any decrease proposed in the number of full time equivalent staffing positions as part of Friends' requested annual operating budget submitted for the City's consideration as part of the City's fiscal year budget process. E. The legal relationship between the Parties is that of an independent contractor, and nothing shall be deemed to make any employees or volunteers of Friends a City employee. (i) During the performance of this Agreement, Friends and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Friends shall at all times be under Friends' exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Friends or any of its officers, employees, or agents, except as set forth in this Agreement. City shall have no voice in the selection, discharge, supervision, or control of Friends' employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Friends shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be Page 6 of 20 deemed to be a partner of Friends in its business or otherwise a joint venturer or a member of any joint enterprise with Friends. (ii) Friends shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. (iii) No City benefits shall be available to Friends, its officers, employees, or agents in connection with any performance under this Agreement. Except for contract fees paid to Contractor as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Contractor for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Contractor, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under SubSection 10 A in this Agreement, of any nature relating to salary, taxes, or benefits of Contractor's officers, employees, servants, representatives, subcontractors, or agents, Contractor shall indemnify City for all such financial obligations. 7. Insurance and Indemnity. 7.1 Types of Insurance. Friends shall procure and maintain, at its sole cost and expense, the insurance described herein. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall apply against claims which may arise from the Friends' performance of Work under this Agreement, including Friends' agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Friends agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Friends shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. All insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: A. Workers' Compensation Insurance. Friends shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Friends agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. B. Commercial General Liability Insurance. Friends shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least five million dollars ($5,000,000) for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. Page 7 of 20 C. Business Automobile Insurance. Friends shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000) bodily injury and property damage. The policy shall include coverage for owned, non -owned, leased, and hired cars. D. Employer Liability Insurance. Friends shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000) for bodily injury or disease. 7.2 Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Friends guarantees payment of all deductibles and self -insured retentions. City reserves the right to reject deductibles or self -insured retentions in excess of $10,000, and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Friends' ability to pay claims for all deductible amounts and self -insured retentions proposed in excess of $10,000. 7.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Friends under this Agreement: A. For any claims related to this Agreement, Friends' coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Friends' insurance and shall not contribute with it. B. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. C. All insurance coverage and limits provided by Friends and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. D. No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City Manager and approved in writing. E. Friends agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor' (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and Page 8 of 20 submittal of certificates without required endorsements may delay commencement of the Project. It is Friends' obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. F. Friends agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Friends, provide the same minimum insurance coverage required of Friends. Friends agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Friends agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. G. Friends acknowledges and agrees that any actual or alleged failure on the part of the City to inform Friends of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. H. Friends shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. I. Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. J. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. K. Friends agrees to provide immediate notice to City of any claim or loss against Friends arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. L. Friends agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Friends may be held responsible for the payment of damages resulting from the Friends' activities or the activities of any person or person for which the Friends is otherwise responsible. 7.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage Page 9 of 20 shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 7.5 Verification of Coverage. Friends shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Friends' insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured..." ("as respects City of Palm Springs Contract No. " or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. " or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Friends' obligation to provide them. 7.6 Indemnification and Reimbursement. To the fullest extent permitted by law, Friends shall defend (at Friends' sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, Page 10 of 20 damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Friends' employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Friends, its officers, employees, representatives, and agents, that arise out of or relate to Friends' performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Friends' indemnification obligation or other liability under this Agreement. Friends' indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 8. Working with the City. A. Friends and the City Manager shall coordinate the documentation, monitoring, and handling of all animals under quarantine in conformance with the Legal Requirements. B. The City's Animal Services Officers shall be permitted to use the Shelter and related equipment to the extent necessary in the performance of Animal Control Services. C. Friends shall promote animal care and control in accordance with the Legal Requirements and shall provide public assistance and referral of all issues related to animal control to the City's Animal Services Officers. 9. Maintenance and Repair of the Shelter. A. Friends shall provide the Shelter with sufficient funding to purchase and maintain an adequate inventory of all consumable supplies and equipment necessary to conduct Shelter operations. B. Friends shall do nothing detrimental to the facilities, equipment, or property of the Shelter. Friends shall not intentionally harm the Shelter building, grounds, or equipment. Upon City determination of intentional harm (through willful act or neglect) to building, grounds, or equipment, Friends will be financially responsible for all repairs and may be subject to termination of this Agreement as provided in this Agreement. The Executive Director or the Executive Director's designee shall contact the City Manager when repairs to the Shelter are needed. Friends are responsible for contacting City Manager in a timely manner for emergency or non -routine maintenance issues that may arise. C. Title to the Shelter, and title to the furniture, furnishings, fixtures, appliances, and equipment attached to the building or Property, (the "FFE"), at the Shelter on the commencement date hereof and installed during the term of this Agreement or any extension thereof, shall remain vested in the City. To the extent Friends acquires or purchases any FFE during the term of the Agreement, Friends shall provide the City Manager with written notice of the date of such acquisition, a physical description and location where used in the Shelter, and title to the listed FFE will remain vested with Friends. Page 11 of 20 D. During the term hereof Friends shall maintain the Shelter in good order and condition and shall at its own cost and expense make all interior repairs, including painting and maintaining in as good a condition as existed at the commencement of the Agreement the following: all mechanical equipment including: the washer/dryer, dishwasher- sanitizers, SMT Pressure cleaning system including the filters (excluding the pumps); all computer systems and servers; the phone system; CCTV system; light fixtures including replacement of light bulbs; all interior and exterior doors, including repair or replacement of door hardware; and all interior and exterior windows, including but not limited to, glass replacement, including windows forming the exterior walls (unless such replacement is directly due to vandalism or other events beyond Friends' control). Friends agrees to maintain in good condition the exterior and structural integrity of the Shelter. At the expiration or termination of the Agreement, Friends shall deliver the Shelter in as good order and condition as at the commencement of the Agreement, reasonable wear and tear and damage by casualty or the elements excepted. Should the City Manager, during the term of the Agreement, find that Friends has failed to properly maintain the interior of the Shelter as required herein, the City Manager will notify Friends in writing specifying Friends' failure to perform such required interior maintenance and/or repairs. Within ten (10) days after receipt of such notice, Friends shall commence and continuously and diligently pursue such maintenance and/or repair to completion within a reasonable period of time. Failure to comply with provisions of this paragraph shall be regarded as a substantive breach of this Agreement. E. Friends shall maintain the Shelter in a neat and clean condition. The City shall be responsible for janitorial services by either providing such services itself or through a contract for services between the City and a janitorial service provider or by reimbursing Friends for payments made by Friends pursuant to a contract for services between Friends and a janitorial service provider approved by the City Manager. F. City shall be responsible for electric, gas, water, and trash removal. Friends shall be responsible for telephone services. G. Friends and its agents, employees, or contractors subcontractors or other representatives shall not bring upon the Shelter, or permit or authorize any other person or entity to bring upon the Shelter, any hazardous materials, hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof). Notwithstanding the foregoing, Friends may bring such fuels and lubricants onto the Shelter as may be required for operation of construction vehicles during construction and backup power for generators during, maintenance or repair of Friends' Facilities. In addition, Friends may also bring onto the Shelter, any lead -acid batteries, cleaning solvents, and other chemicals necessary for proper utilization and maintenance of Friends' Facilities. In bringing any materials or substance onto, or using any materials and substances on, the Shelter, Friends shall comply with all federal, State, and local government laws, regulations, and rules. Friends shall be solely responsible for any damages or costs incurred by Lessor due to any environmental contamination, arising from the presence or use on Friends' behalf of any hazardous materials or substances that Friends, its agents, employees. contractors, subcontractors or other representatives bring onto the Shelter. H. Friends shall maintain the exterior landscaping of the Shelter facility and property in a neat and clean condition. Friends shall be responsible for landscape maintenance Page 12 of 20 services by either providing such services itself or through a contract for services between the Friends and a landscape maintenance contractor. I. Friends shall be responsible for exterminator and pest control services through a contract for such services between the Friends and a pest control contractor. 10. Management Fee. Upon the effective date of this Agreement, the City shall continue to pay Friends the annual amount of Nine Hundred Forty Thousand, Four Hundred and Two Dollars ($940,402) on a monthly basis of Seventy Eight Thousand, Three Hundred and Sixty -Six Dollars and Eighty -Three Cents ($78,366.83), (the "Management Fee"). The Management Fee is subject to the City Council's appropriation of funds therefore in the City's fiscal year General Fund operating budget. Commencing July 1, 2021, the Management Fee shall be increased to One Million Twenty Seven Thousand Nine Hundred Two Dollars ($1,027,902.00) payable in monthly installments. Commencing July 1, 2022, the Management Fee shall be increased to One Million One Hundred Fifteen Thousand Four Hundred Two Dollars ($1,115,402.00) payable in monthly installments. Commencing July 1, 2023, the Management Fee shall be adjusted in an amount equal to the increase or decrease in the Consumer Price Index published by the United States Department of Labor, Bureau of Labor Statistics (December 2017 = 100) for "All Items - AII Urban Consumers, Not Seasonally Adjusted", for the Riverside -San Bernardino - Ontario Metropolitan Statistical Area, on the basis of data published for March of each year. 11. City Obligations A. The City shall be responsible for any and all repairs to the Shelter, including, without limitation, structural repairs, plumbing repairs not expressly due to Friends' operations (e.g. clogged plumbing lines), main electrical system repairs, the air conditioning system, and the roof. The City shall also be responsible for all maintenance of the air conditioning system in the Shelter. City Manager shall provide training on the control system so that Friends can reasonably adjust the temperature in certain areas of the Shelter authorized by the City Manager. B. City will provide reasonable custodial maintenance services to the Shelter. C. The City will continue to include the Shelter on the City's real property insurance policies. D. The City Council will periodically review and establish license and impound fees in amounts the City Council reasonably determines will allow Friends to recover their costs in providing the licensing and impound services pursuant to the terms of this Agreement. E. The City Council will appoint a member of the City Council to serve as Liaison to the Board of Directors of Friends. 12. Term and Termination. A. This Agreement is effective upon the date executed and shall have an initial term extending to June 30, 2026. Upon execution of this Agreement, the 2012 Agreement shall Page 13 of 20 be of no force and effect and shall be considered replaced hereby. Upon mutual consent and agreement of the Parties, this Agreement may be extended for a period of five (5) years to June 30, 2031. An extension of this Agreement provided herein may be approved by an Administrative Amendment executed by Friends and the City Manager. B. The Parties intend that any issues related to operations at the Shelter or issues relating to interactions between the employees or agents of the parties, or any issues concerning rights and responsibilities under this Agreement, be resolved at the lowest possible level. Toward that end, the Parties agree to attempt in good faith to mutually resolve disputes at a staff level in the first instance. If unresolved, the dispute will be moved to the next level of supervisor in the case of the City, and the Executive Director in the case of Friends. If the matter cannot be resolved at that level, the issue will be addressed by the City Manager and the President of the Board of Director of Friends to mutually resolve the dispute. If, at this level, the Parties are still unable to reach resolution, then the Parties may mutually agree to submit the issue in controversy to mediation through a mutually agreed upon local mediator. Any costs for mediation shall be borne equally by the Parties. If the Parties are unable to reach resolution through mediation, the Parties shall then be free to exercise their respective rights under the Agreement through whatever means are available under law. C. Either party may terminate this Agreement by giving written notice to the other party of not less than twelve (12) months. In the event of such termination, the City shall be responsible for payment to Friends only for services actually rendered through and until the final date of termination, 13. Miscellaneous Provisions. A. California Labor Code Requirements: City by incorporating this provision into the Agreement is providing notice to Friends of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects that may be performed by Friends at the Shelter, (the "Prevailing Wage Laws"). (i) If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total paid by Friends is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Friends agrees to fully comply with such Prevailing Wage Laws. Friends shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory for Friends and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). (ii) If the Services are being performed as part of an applicable "public works" or "maintenance" project and if the total compensation is $15,000 or more for Page 14 of 20 maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, Friends and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Friends shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Friends' sole responsibility to comply with all applicable registration and labor compliance requirements. B. California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Friends covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. C. Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. D. Default. Contractor's failure to comply with any provision of this Agreement shall constitute a default. (i) If the City Manager, or his designee, determines that Friends is in default in the performance of any of the terms or conditions of this Agreement, the City Manager shall notify Friends in writing of such default. Friends shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Friends fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Friends shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured. (ii) If termination is due to the failure of Friends to fulfill its obligations under this Agreement, City may, after given written notice to Friends, take over the work and prosecute the same to completion by contract or otherwise. E. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to Page 15 of 20 be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. F. Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. G. Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. H. Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non -judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non - prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. I. Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to Friends, or any successor -in -interest, in the event of any default or breach by the City or for any amount which may become due to Friends or to its successor, or for breach of any obligation of the terms of this Agreement. J. Conflict of Interest. Friends acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Friends enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Friends warrants that Friends has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. K. Covenant Against Discrimination. In connection with its performance under this Agreement, Friends shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Friends shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Friends certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any activity performed by Friends, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; Page 16 of 20 and selection for training, including apprenticeship; and further, that Friends is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. L. Friends shall comply with the Recycled Water Requirements as provided in Exhibit "B" to this Agreement and as such requirements may be amended from time to time by actions of the State Department of Public Health and the Desert Water Agency. The City shall cooperate with Friends in Friends' compliance with these requirements. M. Friends represents that it is legally qualified to perform all of its obligations and duties as required under the terms of this Agreement and that it is properly incorporated as a Not for Profit Corporation under the laws of the State of California. N. The City Manager has the right to make inspections of the Shelter upon reasonable notice during business hours to assure compliance with the requirements of this Agreement and to ensure that the animals are cared for in a humane manner consistent with the provisions of this Agreement and the Legal Requirements. O. Nothing in this Agreement shall be construed as establishing a partnership under California law between the parties or to authorize either party to this Agreement to incur any debt or obligation of the other. Neither the City nor Friends shall be considered as the agent of the other nor shall either have the right to bind the other in any manner whatsoever. P. The experience, knowledge, education, capability, and reputation of Friends, its principals and employees, were a substantial inducement for City to enter into this Agreement. Friends shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Friends is permitted to subcontract any part of this Agreement by City, Friends shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the Services will be considered employees of Friends. City will deal directly with and will make all payments to Friends. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted in this Agreement shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present control of Friends, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Friends from any liability under this Agreement without the express written consent of City. Page 17 of 20 Q. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City. R. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre -paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To City: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 Attn: City Manager To Friends: Friends of the Palm Springs Animal Shelter 4575 E. Mesquite Ave. Palm Springs, California 92264 Attn: President S. Each party agrees to and shall do and perform such other and further acts and properly execute and deliver such other and further documents as may be reasonably necessary, expedient or convenient to implement the intents and purposes hereof. T. Whenever this Agreement requires or calls for the approval or consent of any party hereto, such approval shall not be unreasonably withheld, delayed, or conditioned. U. Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. V. Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. W. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its Page 18 of 20 invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. X. Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. Y. Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this Agreement. Z. Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. AA. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. BB. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] Page 19 of 20 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: APPROVED AS TO FORM: By: Jeffrey t. Balli er City Attorney APPROVED BY CITY COUNCIL: "CITY" City of Palm Springs By: we �� 1� City Manager ATTEST Date: 1,1 Agreement No. AWg2 FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER, a California non-profit corporation Printed Name / T' le B��&,bLr y Printed Name / Title Page 20 of 20 Exhibit A Site Plan of Animal Shelter General Description: A 20,000 square feet animal shelter facility located on approximately 3.2 acres at the southeast corner of Mesquite Avenue and Vella Road, as shown below. AIL 4* A site and floor plan is provided on the following page. Exhibit "A" T1' AfY1.OW . 'E 0 t X W EXHIBIT B (Recycled Water Requirements) Recvcled Water Reauirements The Palm Springs Animal Shelter utilizes reclaimed water for all kennel wash -down as well as flushing of toilets and urinals. Use of reclaimed water inside of the building is subject to applicable State regulations and to the City's original permit CDPH Project No. 3390005-711, or any successor permits issued therefore. Site Supervisor: Friends shall appoint a Recycled Water Site Supervisor at the facility who will obtain training and certification on the operational practices related to recycled water. The Site Supervisor's contact information will be provided to the State Department of Public Health and Desert Water Agency for emergency purposes. The Site Supervisor shall be responsible for the following: (a) Recycled water use in accordance with the Desert Water Agency, State Department of Public Health and the Regional Water Quality Control Board requirements and preventing potential violations of those guidelines; including required start up, cross connection and backflow prevention testing; and (b) Maintaining copies of applicable permits on -site, and (c) Using Best Management Practices to eliminate irrigation runoff, overspray, and ponding; and (d) Operating, repairing, maintaining, and monitoring the recycled water system to minimize failure of equipment and materials; and (e) Knowledge of the basic concepts of backflow and cross -connection prevention, system testing and related emergency procedures; and (f) Ensuring that there are no cross -connections made between the drinking water and recycled water systems; and (g) Being present at all cross -connection tests; and (h) Take action to contain any unauthorized discharge of recycled water; and (i) Educating all maintenance personnel and volunteers on the proper use of recycled water and reminding them that it is not approved for drinking, washing or cooking; and (j) Notifying Desert Water Agency immediately in the event of any recycled water line break, spill, unauthorized discharge, cross -connection, fluctuation in piping system pressure, major change in water quality or any other failures, violations and emergencies that occur involving the recycled water or drinking water systems; and Exhibit "B" (k) Notifying the Desert Water Agency of any signs designating landscape areas being irrigated with the recycled water that need to be replaced; and (1) Notifying the Desert Water Agency as to any change in ownership of the property; and (m) Obtaining prior approval from the Desert Water Agency for all proposed changes and modifications to any on -site facilities. Training: Friends will provide appropriate training for all staff and volunteers of the Animal Care Facility in the correct operations and use of the existing recycled water system, procedures for use of the SMT Wash -down system, and the facilities other uses of recycled water. Only trained staff and volunteers will be allowed to operate the SMT kennel wash -down system. The SMT water supply, in public areas, will be through locked control boxes. The public will be restricted from access to the SMT water supply. Contacts: (a) Desert Water Agency: P.O. Box 1710, Palm Springs, Ca. 92264, (760) 323-4971 (b) State Department of Public Health: 1350 Front Street, Room 2050, San Diego, Ca. 92101, (916) 558-1784 (c) Regional Water Quality Control Board: 73-720 Fred Waring Dr., Palm Desert, Ca. 92260, (760) 346-7491 Exhibit "B" � PALM SA V H 141FORIA City of Palm Springs Office of the City Attorney 3200 E. Tahquitz Canyon Way • Palm Springs, California 92262 Tel: 760.323.8205 • Fax: 760.322.8332 • TDD 760.864.9527 • www.palnispringsca.gov January 26, 2021 Ms. Tamara Hedges Friends of the Animal Shelter 4575 E. Mesquite Avenue Palm Springs, California 92264 SENT VIA EMAIL AND US MAIL Re: Agreement re Animal Shelter Services Agreement, Agreement No. A6292 Dear Ms. Hedges: This letter agreement ("Letter") confirms our understanding concerning the terms of a continued agreement by and between the Friends of the Animal Shelter ("Friends") and the City of Palm Springs (the "City") to extend the existing Animal Shelter Services Agreement between the Friends and the City ("Agreement") entered into on October 17, 2012, for an additional six- month period commencing January 1, 2021, to allow the continued negotiation of amendments to the Agreement. At the conclusion of these negotiations, a formal amendment to the Agreement will be signed by the Parties. The terms of this Letter are as follows: Term. The term of this Letter commenced on January 1, 2021, and shall continue, on a month -to -month basis, through and including June 30, 2021 unless terminated sooner by a formal amendment to the Agreement. Post Office Box 2743 • Palm Springs, California 92263-2743 65318.10600\3 3108676.3 Friends of the Animal Shelter January 26, 2021 Page 2 ACCEPTED AND AGREED TO: Dated: _2/�,k�_ APPROVED AS TO FORM: v Jeff ey Sailingef City Attorney Dated: 02/03/2021 By: 653 18.10600\33108676.3 CITY OF PALM SPRINGS, a California Charter City By: David H. Ready, City ger ATTEST: ony Mejy , MMC Clerk f� FRIENDS OF THE PALM SPRINGS ANIMAL SHELTER, a California Non -Profit Corporation Tamara Hedges, President APPROVED BY C11Y COUNCIL