HomeMy WebLinkAboutA6387 - DESERT WATER AGENCY (DWA) �AM
ALM Sp
City of Palm Springs
David H. Ready, Esq., Ph.D.
City Manager
Cq IFO 3200 E.Tahquitz Canyon Way,Palm Springs, CA 92262
Tel 760-322.8350 • Fax 760.323.8207 • TDD 760.864.9527
David.ReadyC@palmspringsca.gov • w %paimspingsca.gov
September 26, 2016
Mr. Mark S. Krause, General Manager
Desert Water Agency
PO Box 1710
Palm Springs, CA 92263
RE: Extension of Lease Agreement for DWA/City
Golf Course Driving Ranee Agreement No. 6387
Dear Mr. Krause,
Pursuant to the First Amendment to the Lease Agreement between the City of Palm Springs and
Desert Water Agency, the City requests your consideration to exercise the first one-year extension to
September 19, 2017, annual rent in the amount of $31,840, for use of the Desert Water Agency
owned premises by the City of Palm Springs Municipal Golf Course Driving Range. All other terms of
the Agreement and the First Amendment to remain in full force and effect.
If the above terms for the one-year extension are agreed and approved, please execute this
extension letter, retain one copy, and return one copy to the City of Palm Springs. Upon receipt, the
annual payment will be made to Desert Water Agency by Century Golf Partners, the City's Golf
Course Operator.
APPROVED
City of Palm Springs
David H. Ready, City MIS
APPROVED ( /�
Desert Water Agency
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Mark S. Krause,Gene al Manager nz r—
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Brandon Alexander, Century Golf Partners x o z
PO Box 2743, Palm Springs, California 92263
FIRST AMENDMENT TO
LEASE AGREEMENT—TRIPLE NET
This First Amendment("First Amendment')to Lease Agreement-Triple Net dated September
19,2007("Lease"),is dated for reference purposes only April 11,2013,and is made by and between
Desert Water Agency, a California public agency ("Lessor"), and the City of Palm Springs, a
California municipal corporation ("Lessee"). Lessor and Lessee are sometimes referred to herein
collectively as "the Parties".
Recitals
A. On September 19, 2007, the Parties entered into the Lease for certain Premises for a
driving range for an initial term of three years through September 19, 2010, and for three
additional one-year extensions, through September 19, 2013.
B. The Parties desire to extend the Lease for an additional term of three years, and three
additional one-year extensions, as described below, on the same terms and conditions as the
Lease.
Agreement
The parties hereto agree as follows:
1. Extension. The term of the Lease is hereby extended through September 19, 2016
or until such other date as the parties hereto may agree. The parties acknowledge that the Lessee
plans to relocate its driving range from the Premises to an alternate site that may require federal
and/or state review and permits. In the event the Lessee is diligently pursuing such permits during
the Term, the parties agree that the Lessee may request and the Lessor shall approve up to three
additional one-year extensions of the lease Term,without escalation of the annual rent and upon the
same terns and conditions set forth in the Lease.
2. Rent. Section 5 of the Lease is amended to provide that the annual rent is $31,840,
payable on September 19 of 2013,and on each annual anniversary thereof. The rent shall remain the
same during the extended term of Lease.
3. Other Terms to Remain the Same. All other terms of the Lease shall remain the same
and in effect during this extension.
4. Entire Agreement: Amendment. This First Amendment, together with the Lease,
represent the entire agreement between the parties hereto with regard to the subject matter hereof and
supersedes any and all prior understandings and agreements, whether oral or written, with respect
thereof. Any amendment of this First Amendment and Lease shall only be effective when made by a
writing executed by both parties hereto.
01358.00000\1516721.6
2/28/13
IN WITNESS WHEREOF,Lessor and Lessee have executed this First Amendment
of the Lease as of the date first written above.
LESSOR:
Desert Water Agency
a California public agency
By:
Name: David K. Luker
Its: General Manager-Chief Engineer
LESSEE:
City of Palm Springs
a California municipal corporation
By:
ATTEST:
L Name:
ity Clerk .• M ; 1 ,
Its:
AFFROULD BY CITY COUNCIL
k� • l� GVa 6
City Attorney /
01358.00000A151672L6
2/28/13
LEASE AGREEMENT—TRIPLE NET
This Lease Agreement("Lease"),dated for reference purposes only September 19 ,2007,
is made by and between Desert Water Agency,a California public agency("Lessor"),and the City of
Palm Springs,a California municipal corporation("Lessee").
The parties hereto agree as follows:
1. Letting of Premises.
Lessor agrees to lease the Premises(defined below)to Lessee,and Lessee agrees to lease the
Premises from Lessor,according to the terms and conditions of this Lease. This Lease is triple net to
the Lessor and Lessee shall be responsible for paying for all operation and maintenance costs of the
Premises, in addition to the payment of rent, as provided more fully hereunder.
2. Premises: "AS-IS" Condition. The Premises consists of that certain real property
described on the attached Exhibit"A"&"B"and depicted on the attached Exhibit"B,' located in
the County of Riverside,State of California. LESSEE REPRESENTS THAT AS THE OWNER OF
THE PREMISES PRIOR TO THE COMMENCEMENT OF THIS LEASE, IT IS SATISFIED
THAT THE PREMISES ARE SUITABLE FOR ITS INTENDED USE. LESSOR AND LESSEE
ACKNOWLEDGE AND AGREE THAT LESSOR MAKES NO WARRANTY OR
REPRESENTATION CONCERNING THE CONDITION OF THE PREMISES AND THAT
LESSOR DELIVERS THE PREMISES TO LESSEE IN AN"AS-IS","WHERE-IS"CONDITION.
LESSEE SHALL BE RESPONSIBLE FOR THE COST OF ANY COMPLIANCE WITH ANY
APPLICABLE LAW OR REGULATION.
3. Term. The term("Term")of this lease shall commence as of September 1 2007,
and terminate immediately on September 19 ,2010,or upon such other date as the parties hereto
may agree. The parties acknowledge that the Lessee plans to relocate its driving range from the
Premises to an alternate site that may require federal and/or state review and permits. In the event
the Lessee is diligently pursuing such permits during the Term,the parties agree that the Lessee may
request and the Lessor shall approve up to three additional one-year extensions of the lease Term,
without escalation of the annual rent and upon the same terms and conditions set forth in this Lease.
4. Ownership Surrender.
(a) Subject to Lessor's right to require removal or elect ownership, all
improvements, alterations and utility installations made by Lessee shall be the property of Lessee,
but considered a part of the Premises. All Lessee owned improvements, alterations and utility
installations shall,at the expiration or termination of this Lease,become the property of Lessor and
will be surrendered by Lessee with the Premises unless Lessee removes them from the Premises on
or before the termination of this Lease without substantial damage to the Premises.
(b) LESSEE SHALL SURRENDER AND VACATE THE PREMISES BY NO
LATER THAN THE END OF THE TERM, AS IT MAY BE EXTENDED PURSUANT TO
SECTION 3 OF THIS LEASE.
RVPUMMRIDDELLM6721.4
_ 1 _
LEASE AGREEMENT-TRIPLE NE7
This Lease Agreement("Lease"),dated for reference purposes only-_ '2007,
is made by and between Desert Water Agency,a Cali Correia public agency("Lessor"),and the City of
Palm Springs,a California municipal corporation("Lessee").
The parties hereto agree as follows:
1. Lotting of Premises,
Lessor agrees to lease the Prerluses(defined below)to Lessee,and Lessee agrees to lease the
Premises from Lessor,according to the teens and conditions of this Lease. This Lease is triple net to
the Lessor and Lessee shall be responsible for paying for all operation and maurtenanec costs of the
Premises,in addition to the payment of rent,as provided more frilly hereunder.
2. Premises; "AS-IS" Condition. The Premises copsists of that certain real property
described on the attached Exhibit"A"&"B"and depicted on the attached Cxhibit"B" located in
the County ofRiverside,State of California LESSEE REPRESENTS TI-IAT.kS THE OWNER OF
THE PREMISES PRIOR TO THE COMMENCEMENT OF THIS LEASE, IT IS SATISFIED
THAT THE PREINIISES ARE SUITABLE FOR ITS INTENDED USE. LESSOR AND LESSEE
ACKNOWLEDGE AND AGREE THAT LESSOR MAKES NO WARRANTY OR
REPRESENTATION CONCERNING THE CONDITION OF THE PREMISES AND THAT
LESSOR DELIVERS THE PREMISES TO LESSEE fNAN"AS-IS","WNERE-IS"CONDITION.
LESSEE SHALL BE RESPONSIBLE FOR THE COST OF ANY COMI'LIANCE WITH ANY
APPLICABLE LAW OR REGULATION.
3. Term. The term("Term")of this lease shall commence as of 2007,
and terminate immediately on.2010,or upon such other date as the parties hereto
may agree. The parties acknowledge that the Lessee plans to relocate its driving range from the
Premises to an alternate site that may require federal and/or state review and permits. In the event
the Lessee is diligently pursuing such permits during the Term,the parties agree that the Lessee may
request and the Lessor shall approve up to three additional one-year extensions of the lease Term,
without escalation of the annual rent and upon the same terms and conditions set forth in this Lease.
4. Ownership; Surrender.
(a) Subject to Lessor's right to require removal or elect ownership, all
improvements,alterations and utility installations made by Lessee shall be the property of Lessee,
but considered a part of the Premises. All Lessee owned improvements, alterations and utility
I n akTOns"s a the.ezp Lori or lezmmaliori of tlirs1asa,�ecome�f e p-too p0ity of LFS—ki and
will be surrendered by Lessee with the Premises unless Lessee removes them from the Premises on
or before the termination of this Lease without substantial damage to the Premises.
(b) LESSEE SHALL SURRENDER AND VACATE THE PREMISES BY NO
LATER 'THAN THE END OF THE TERM, AS IT MAY BE EXTENDED PURSUANT TO
SECTION 3 OF THIS LEASE.
RVPUBVAH3PDBLLV16721.4
5. Rent:Additional Rent.
(a) Lessee shall pay to Lessor annual rent at a rate equivalent,to ten percent(10%)
of the totalptirchase price paid by Lessor to Lessee for thc acquisition ofille Premises. Suchannual
rent shall be payable nu annual installments with each such installmentpayablewilhin ten days of the
date of this Lease and on each subsequent annual anniversary thereof.
(b) Any other monies to be paid to the Lessor ptusuant to the terms hereunder
Shall be deemed additional rent.
6. Taxes and Assessments. Lussec; shall pay all taxes and assessments, Including,
without limitation, 'real estate, personal property, and possessory interest taxes, and any and all
utility,city,or county assessments,for any purpose,assessed,levied,confirmed,orimposcd during
the Term.
7. utilities. 'Lessee shall pay the suppliers for all water, gas, electricity, light, heat,
telephone,power,and other utilities and communications services used by Lessee on the Premises
during the Term,whether or not the services are billed directly to Lessee. Lessee shall also procure,
or cause to be procured,without cost to Lessor,but only upon the prior written consent of Lessor,
any and all necessary permits,licenses,or other authorizations required for the lawful and proper
installation and maintenance upon the Premises ofwires,pipes,conduits,tubes,and other equipment
and appliances for use in supplying any of the services to and upon the Premises.
8. Insurance.
(a) Generally. Lessee shall require its sublessee or contractor,as occupant of the
Premises,to obtain and keep in force general liability insurance,insurance covering loss or damage
to the Premises,and insurance coverage on all of the sublessee's or contractor's personal property
and sublessee or contractor owned improvements,alterdions and utility installations to the extent
reasonably acceptable to Lessor.
(b) Policies, Insurance required hereunder shall be from companies duly licensed
or admitted to transact business in the State of California,and maintaining during the policy term a
rating that is reasonably satisfactory to Lessor. Lessee shall deliver to Lessor certified copies of
policies of insurance as Lessor may ask Lessee to deliver from time-to-time.
(e) Waiver. Without affecting any other rights or remedies,Lessor and Lessee
waive all rights to recover against each other or against the officers,directors,employees,or agents
-----
— e-aerie o0 em 4 x my oss oc llama c arrsvig)xom any cause co"vered by any insivanoe actux�fy
carried by each of them. Lessor and Lessee will cause their respective insurers to issue appropriate
waiver of subrogation rights endorsements to all policies of insurance carried in connection with the
Premises.
9. Permitted Use and Compliance with Law. Lessee shall have the right,at its sole and
absolute cost,to operate,or allow a permitted sublessee or contractor to operate,adriving range for a
municipal golf course("Permitted Use"). Lessee shall obtain and maintain any and all permits and
RVPUBW9l1DDEW71MI.4
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licenses regairod by any Federal,state,or local authority,in connection with the permitted us c of the
Premises,in good standing at all times during the tens ofthis Lease. Lessee shall not use or occupy,
or permit any portion of the Premises to be used or occupied in violation of any law, ordinance,
order,rule,regulation, certificate of occupancy, or other governmental requirement.
10. Lessee's Obligations with Respect to Environmental Laws
(a) Lessee shall comply with and cause the Premises to remain in compliance with
all applicable federal,state and local laws, ordinances,and regulations (including consent decrees
and administrative orders)relating to public health and safety and protection of the environment and
the discharge of any hazardous materials (as the same is defused and regulated under any of the
foregoing laws, ordinances and regulations), all as amended and modified from time to time
(collectively,"environmental laws"), All governmental permits relating to the use or operation of the
Prenses required by applicable environmental laws are and will remain in effect,and Lessee shall
comply with them.
(b) Lessee shall immediately notify Lessor in writing and provide copies upon
receipt of all written complaints,claims,citations,demands,inquiries,reports,ornolices relating to
the condition of the Premises or compliance with environmental laws. Lessee shall promptly cure
and have dismissed with prejudice any of those actions and proceedings to the satisfaction ofLossor.
Lessee shall keep the Premises free of any lien imposed pursuant to any environmental laws.
(c) Lessor shall have the right at all reasonable times and from time to time to
conduct environmental audits of the Premises, and Lessee will cooperate in the conduct of those
audits. The audits will be conducted by a consultant of Lessor's choosing, and if any hazardous
material is detected or if a violation of any of the warranties,representations,or covenants contained
in this paragraph is discovered,the fees and expenses of such consultant will be bomcbyLessee and
will be paid as additional rent under this Lease on demand by Lessor. Lessor agrees that pesticides,
insecticides, and other chemicals typically used in the maintenance of golf courses shall not be
deemed hazardous materials for purposes of this provision.
(d) tfLosseefailstocomplywithanyoftheforogoingwarranties,representations,
and covenants,Lessor may cause the removal(or other cleanup orremediation acceptable to Lessor)
of any hazardous material fiom the Premises.The costs ofhazardous material removal and any other
cleanup or remediatiou(including transportation and storage costs)will be additional rent under this
Lease,whether or not a court has ordered the cleanup,and those costs will become due and payable
on demand by Lessor. Lessee will give Lessor,its agents,and employees access to the Premises to
remove or otherwise clean up any hazardous material. Lessor, however, has no affirmative
--'----obligation-fo remove or o�envrse clefiri up any]iazardotis matcnal, and this Lease will not be
construed as creating any such obligation.
(e) Lessee shall indemnify,defend(with counsel reasonably acceptable to Lessor
and at Lessee's sole cost), and hold Lessor and Lessor's managers, directors, officers, trustees,
employees,contractors,agents,representatives,successors and assigns free and harmless from and
against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs,
judgments, suits, proceedings, damages (including consequential damages), disbursements, or
RVKM`&MMDPr.1.1716721A
.3.
expenses.of airy kind (including attorneys'and experts' fees and expenses and Pees and expenses
incurred in invesfigaling,defending,or prosecuting any litigation,claim,or proceeding)that may at
any time be imposed upon,incurred by, or asserted or awarded against Lessor or any of them in
connection with or arising from or out of(1)any misrepresentation, inaccuracy, or breach of any
warranty,covenant,or representation contained or referred to in this paragraph;(ii)any violation by
Lessee of any environmental law;and(iii)the imposition of any lien for the recovery of any costs for
environmental cleanup or other response costs relating to the release or threatened release of
hazardous material due to use or misuse of the Premises by the Lessee. This indemnification will
survive termination of this Lease.Lessee,its successors,and assigns waive,release,and agree not to
make any claim or bring any cost recovery action against Lessor under the Comprehensive
Environmental Response,Compensation and Liability Act('CERCLX or any state equivalent or
any similar law now existing or enacted after this date. To the extent that Lessor is strictly liable
under any such law,regulation,ordinance,or requirement,Lessee's obligation to Lessor under this
indemnity will also be without regard to fault on the part of Lessee with respect to the violation or
condition that results in liability to Lessor.
(t) The foregoing obligations of the Lessee shall not apply to environmental
conditions or contamination which was the result of action taken by Lessor during the Term.
11. Assiemnents and Subleases. Lessee shall not assign this Lease in whole or in part,
nor sublease all or part of the Premises without the prior written consent of Lessor and such consent
shall not be unreasonably withheld. The parties hereto acdcaowlcdge and agree that prior to the
acquisition of the Premises by Lessor from Lessee, .Arnold Palmer Golf Management Company
("Sublessee'),leased the Premises from Lessee and shall continue to lease the Premises from Lessee
as a sublessee subject to the terms and conditions of this Leaso. The Sublessee and auy assignee of
the Sublessee shall be deemed approved assigneos or sublessees pursuant to this Section 11. Ussor
also recognizes as an approved sublessee of the Premises any person or entity that manages or
subleases from the City the Tahquitz Creek Golf Resort and concurrently therewith manages or
subleases the Premises.
12. Maintenance of the Premises. ]During the Term, Lessee shall, at Lessee's sole
expense, maintain, repair and replace, and keep in good and safe condition, all portions of the
Premises.
13. indemnification
(a) Lessee shall indemnify and hold Lessor,and its managers,directors,officers,
trustees, employees, contractors, agents,representatives, successors and assigns (each a "Lessor
Party"), harmless from any and all demands, claims, causes of action, fines,penalties, damages
mcl' coiise uenTiTdama es ; os abrlitim u tents,andexpenses(incrU wt ut
13mg yri - g-�-> 1 .. —
limitation attomoys'fees and court costs)incurred in connection with or arising from(1)the use or
occupancy of the Premises by Lessee,sublessees,invitees or licensees OfLessee,or anyotherperson;
(2)any activity,work,or thing done orpermdtted or sufferedby Lessee in or about the Premises;(3)
any acts,omissions,or negligence of Lessee,any person claiming under Lessee,or the employees,
agents, contractors, sublessees, invitees or licensees of Lessee, or any person; (4) any breach,
violation,or nonperformance by Lessee,any person claiming under Lessee,or the employees,agents,
contractors, sublessees,invitees or licensees of Lessee, or any person, of any term, covenant, or
AVPU8WMDDELL1716n 1.4
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expenses of any kind (including attorneys' and experts' fees and expenses and fees and expenses
incurred in investigating,defending,or prosecuting any litigation,claim,or proceeding)that may at
any time be imposed upon, incurred by, or asserted or awarded against Lessor or any of them in
connection with or arising from or out of(i) any misrepresentation, inaccuracy, or breach of any
warranty,covenant,or representation contained or referred to in this paragraph;(ii)any violation by
Lessee of any environmental law;and(iii)the imposition of any lien for the recovery of any costs for
environmental cleanup or other response costs relating to the release or threatened release of
hazardous material due to use or misuse of the Premises by the Lessee. This indemnification will
survive termination of this Lease.Lessee,its successors,and assigns waive,release,and agree notto
make any claim or bring any cost recovery action against Lessor under the Comprehensive
Environmental Response, Compensation and Liability Act("CERCLA")or any state equivalent or
any similar law now existing or enacted after this date. To the extent that Lessor is strictly liable
under any such law,regulation,ordinance,or requirement,Lessee's obligation to Lessor under this
indemnity will also be without regard to fault on the part of Lessee with respect to the violation or
condition that results in liability to Lessor.
(f) The foregoing obligations of the Lessee shall not apply to environmental
conditions or contamination which was the result of action taken by Lessor during the Term.
11. Assignments and Subleases. Lessee shall not assign this Lease in whole or in part,
nor sublease all or part of the Premises without the prior written consent of Lessor and such consent
shall not be unreasonably withheld. The parties hereto acknowledge and agree that prior to the
acquisition of the Premises by Lessor from Lessee, Arnold Palmer Golf Management Company
("Sublessee"),leased the Premises from Lessee and shall continue to lease the Premises from Lessee
as a sublessee subject to the terms and conditions of this Lease. The Sublessee and any assignee of
the Sublessee shall be deemed approved assignees or sublessees pursuant to this Section 11. Lessor
also recognizes as an approved sublessee of the Premises any person or entity that manages or
subleases from the City the Tahquitz Creek Golf Resort and concurrently therewith manages or
subleases the Premises.
12. Maintenance of the Premises. During the Term, Lessee shall, at Lessee's sole
expense, maintain, repair and replace, and keep in good and safe condition, all portions of the
Premises.
13. Indemnification.
(a) Lessee shall indemnify and hold Lessor,and its managers,directors,officers,
trustees, employees, contractors, agents, representatives, successors and assigns (each a "Lessor
Party', harmless from any and all demands, claims, causes of action, fines, penalties, damages
(including consequential damages), losses, liabilities,judgments,and expenses(including without
limitation attorneys'fees and court costs)incurred in connection with or arising from(1)the use or
occupancy of the Premises by Lessee,sublessees,invitees or licensees of Lessee,or any other person;
(2)any activity,work,or thing done or permitted or suffered by Lessee in or about the Premises;(3)
any acts, omissions,or negligence of Lessee, any person claiming under Lessee,or the employees,
agents, contractors, sublessees, invitees or licensees of Lessee, or any person; (4) any breach,
violation,or nonperformance by Lessee,any person claiming under Lessee,or the employees,agents,
RVPUBURIDDELU716721.4
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or
r licensees of Lessee or an person, of an term, Covenant,
contractors, sublessees, invitees o c Y P Y
provision of this Lease or any law, ordinance,or governmental requirement of any kind; or(5)any
injury or damage to the person,including death or serious injury,property,or operation of Lessee or
its employees,agents,contractors,invitees or licensees of Lessee,or any other person entering upon
the Premises under the express or implied invitation of Lessee. The foregoing indemnity shall not
apply to the extent any liability, claim or damage is the result of Lessor's negligence or willful
misconduct. If any action or proceeding is brought against Lessor, or a Lessor Party,by reason of
any claim,Lessee,upon notice from Lessor,will defend the claim at Lessee's expense with counsel
reasonably satisfactory to Lessor.
(b) Lessor shall indemnify Lessee, and hold Lessee, its managers, directors,
officers,shareholders,employees,contractors,agents,representatives,successors and assigns(each a
"Lessee Party") harmless from, any and all demands, claims, causes of action, fines, penalties,
damages(including consequential damages),losses,liabilities,judgments,and expenses(including
without limitation attomeys'fees and court costs)incurred in connection with or arising from(1)any
acts,omissions,or negligence of Lessor;and(2)any breach,violation,or nonperformance by Lessor
of any term,covenant,or provision of this Lease or any law,ordinance,or governmental requirement
of any kind.The foregoing indemnity shall not apply to the extent any liability,claim or damage is
the result of Lessee's negligence or willful misconduct. If any action or proceeding is brought against
Lessee, or a Lessee Party,by reason of any claim,Lessor,upon notice from Lessee,will defend the
claim at Lessor's expense with counsel reasonably satisfactory to Lessee.
14. Covenant of Quiet Enjoyment; Landscaping.
(a) So long as Lessee pays the rent and performs all of its obligations in this
Lease;Lessee's possession of the Premises will not be disturbed by Lessor, or anyone claiming by,
through or under Lessor.
(b) During the term,Lessor shall landscape that portion of the Premises that abuts
Lessor's property as necessary to create a visual barrier between the Premises and the Lessor's road
and reclamation facilities,(including the planting of trees,shrubs,ground cover of the same type and
size used on the City's municipal golf course, and related or necessary irrigation systems)and in a
manner reasonably acceptable to Lessee("Landscaping");provided,however,that the Landscaping
shall in no event interfere with or endanger Lessor's use of the Lessor's property. Lessee shall
maintain the Landscaping.
15. Events of Default. The following occurrences are "events of default":
(i) Lessee defaults in the due and punctual payment of any amount due to Lessor
hereunder, and the default continues for thirty (30) days after notice from
Lessor;
(ii) Lessee vacates or abandons the Premises prior to the end of the Term without
giving written notice to Lessor;
RVPU13\MRIDDELL\716721.4
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Provision of this Lease or any law,ordinance,or governmental requirement of any kind; or(5)any
injury or damage to the person,including death or serious injury,properly,or operation ofLessee or
its employees,agents,contractors,invitees or licensees of Lessee,or anyoiherperson entering upon
the Premises under the express or implied invitation of Lessee. The foregoing indemnity shall not
apply to the extent any liability, claim or damage is the result of Lessor's negligence or willful
misconduct. If any action or proceeding is brought against Lessor,or a Lessor Party,by reason of
any claim,Lessee,upon notice from Lessor,will defend the claim at Lessee's expense with counsel
reasonably satisfactory to Lessor.
(b) Lessor shall indemnify Lessee, and hold Lessee, its managers, directors,
officers,shareholders,employees,contractors,agents,representatives,successors and assigns(each a
"Lessee Party' harmless from, any and alll demands, claims, causes of action, fines, penalties,
damages(includingconsequential damages),losses,liabilities,judgments,and expenses(including
without limitation attoineys'fees and court costs)incurred in connection with or arising from(1)any
acts,omissions,or negligence ofLessor;and(2)any breach,violation,or nonperformance by Lessor
Of any term,covenant,or provision oftlus Lease or any law,ordinance,or governmental requirement
of any kind,The foregoing indemnity shall not apply to the extent any liabi lity,claim or damage is
the result ofLessee's negligence orwillful misconduct Lf any action orproceedingis brought against
Lessee,or a Lessee Party,by reason of any claim,Lessor,upon notice from Lessee,will defend the
claim at Lessor's expense with counsel reasonably satisfactory to Lessee,
14. Covenant of Quiet Enjoyment• Landscanine.
(a) So long as Lessee pays the rent and performs all of its obligations in this
Lease,Lessee's possession of the Premises will not be disturbed by Lessor,or anyone claiming by,
through or under Lessor.
(b) During the term,Lessorsball landscape thatportion of the Premises that abuts
Lessor's property as necessary to create a visual barrier between the Premises and the Lessor's road
and reclamation facilities,(including the planting of trees,shrubs,ground cover of the same type and
size used on the City's municipal golf course,and related or necessary irrigation.systems)and in a
manner reasonably acceptable to Lessee("Landscaping");provided,however,that the Landscaping
shall in no event interfere with or endanger Lessor's use of the Lessor's property. Lessee shall
maintain the Landscaping.
15. Events of Default. The following Occurrences are"events ofdcfault":
(i) Lessee defaults in the due and punctual payment of any amount due to Lessor
Iic der,anand tie—ToNat contuiues foi tlilrt '30 ila s after notice fiom
YZ� Y
Lessor,
Lessee vacates or abandons the Premises prior to the end ofthe Term without
giving written notice to Lessor;
(in.) This Lease or the Premises or any part of the Premises is taken upon
execution orbyotherprocess oflaw directed against Lessee,oris taken upon
RVPt19MUMEEM16721.4
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or subjected to any attachments by any creditor of Lessee or claimant against
Lessee,and the attachment is not discharged within filleon(15)days after its
levy;
(iv) Lessee files a petition in bankruptcy or insolvency or for reorganization or
arrangement under the bankruptcy laws of the United States or under any
insolvency act of any state, or is dissolved, or makes an assignment for the
benefit of creditors;
(v) Involuntary proceedings under any bankruptcy laws or insolvency act or for
the dissolution ofLessce are instituted against Lessee,or a receiver ortrustee
is appointed for all or substantially all of Lessee's property, and the
proceeding is not dismissed or the receivership or trusteeship is not vacated
within sixty(60)days after institution or appointment;
(vi) Lessee breaches any ofthe other agreements,terms,covenants,or conditions
that this Lease requires Lessee to perform, and the breach continues for a
period of thirty(30)days after notice by Lessor to Lessee.
16. emedies:. In addition to any other remedies that Lessor may have under law or
equity, if any one or more events of default set forth under this Lease occurs and Lessee has not
cured in the time provided for,then Lessor may,at its election,terminate this Lease.
17. No Option to Renew. Lessee is not granted any option to renew the Lease.
18. FcldinaOver. Without limiting the obligation of Lessee to surrender the Promises as
provided above,neither theholding over by Lessee nor the acceptancebyLessor ofanyrent relating
to anyperiod subsequent to the expiration date of the Leases I in itself constitute any extensionor
renewal ofthis Lease but shall constitute amonth-to-month tenancy terminable by eitherpartyupon
suoh notice as may be required by law for the termination of month-to-nmontlm tenancies.
19. Estoppel. Certificate Lessee shall within (ten) 10 days after written notice from
Lessor execute, acknowledge and deliver to Lessor a statement in writing in the form provided by
Lessor, plus such additional information, confirmation and/or statements as may be reasonably
requested by Lessor.
20. No Waiver.No waiver of any condition or agreement in this Lease by Lessor will
imply or constitute a further waiver by Lessor of the same or any other condition or agreement.
21. Notices.Any notice, request, demand,consent, approval, or other communication
required or permitted under this Lease will be written and will be deemed to have been given when
personally delivered, or on the third (3rd) day after it is deposited in any depository regularly
maintained by the United States postal service,postage prepaid,codified or registered mail,return
receipt requested,and addressed to either Lessor or Lessee at the Premises or such other address as
the parties may provide from time to time.
RVVUM' IDDELU716721.4
.6-
(iii) This Lease or the Premises or any part of the Premises is taken upon
execution or by other process of law directed against Lessee,or is taken upon
or subjected to any attachments by any creditor of Lessee or claimant against
Lessee,and the attachment is not discharged within fifteen(15)days after its
levy;
(iv) Lessee files a petition in bankruptcy or insolvency or for reorganization or
arrangement under the bankruptcy laws of the United States or under any
insolvency act of any state, or is dissolved, or makes an assignment for the
benefit of creditors;
(v) Involuntary proceedings under any bankruptcy laws or insolvency act or for
the dissolution of Lessee are instituted against Lessee,or a receiver or trustee
is appointed for all or substantially all of Lessee's property, and the
proceeding is not dismissed or the receivership or trusteeship is not vacated
within sixty(60)days after institution or appointment;
(vi) Lessee breaches any of the other agreements,terms,covenants,or conditions
that this Lease requires Lessee to perform, and the breach continues for a
period of thirty(30)days after notice by Lessor to Lessee.
16. Remedies. In addition to any other remedies that Lessor may have under law or
equity, if any one or more events of default set forth under this Lease occurs and Lessee has not
cured in the time provided for,then Lessor may, at its election,terminate this Lease.
17. No Option to Renew. Lessee is not granted any option to renew the Lease.
18. Holding Over. Without limiting the obligation of Lessee to surrender the Premises as
provided above,neither the holding over by Lessee nor the acceptance by Lessor of any rent relating
to any period subsequent to the expiration date of the Lease shall in itself constitute any extension or
renewal of this Lease but shall constitute a month-to-month tenancy terminable by either party upon
such notice as may be required by law for the termination of month-to-month tenancies.
19. Estoppel Certificate. Lessee shall within (ten) 10 days after written notice from
Lessor execute, acknowledge and deliver to Lessor a statement in writing in the form provided by
Lessor, plus such additional information, confirmation and/or statements as may be reasonably
requested by Lessor.
20. No Waiver. No waiver of any condition or agreement in this Lease by Lessor will
imply or constitute a further waiver by Lessor of the same or any other condition or agreement.
21. Notices. Any notice, request, demand, consent, approval, or other communication
required or permitted under this Lease will be written and will be deemed to have been given when
personally delivered, or on the third (3rd) day after it is deposited in any depository regularly
maintained by the United States postal service,postage prepaid,certified or registered mail,return
RVPUBVvntIDDELL\716721.4
-6-
i •
receipt requested,and addressed to either Lessor or Lessee at the Premises or such other address as
the parties may provide from time to time.
22. Attorneys'Fees.If Lessor and Lessee litigate any provision of this Lease or the subject
matter of this Lease, the unsuccessful litigant will pay to the successful litigant all costs and
expenses,including reasonable attorneys'fees and court costs,incurred by the successful litigation at
trial and on any appeal.
23. Binding Effect. This Lease will inure to the benefit of, and will be binding upon,
Lessor's successors and assigns.
24. Severability. The invalidity of any provision of this Lease,as determined by a court
of competent jurisdiction, shall in no way affect the validity of any other provision hereof.
25. Limitation of Liability. The obligations of Lessor under this Lease shall not constitute
personal obligations of Lessor or its managers,directors,officers,trustees,employees,contractors,
agents,representatives,successors and assigns(each a"Lessor Party"),and Lessee shall look to the
Premises,and to no other assets of Lessor,for the satisfaction of any liability of Lessor with respect
to this Lease,and shall not seek recourse against any Lessor Party or any of their personal assets for
satisfaction.
26. Time of the Essence. Time is of the essence with respect to the performance of all
obligations to be performed or observed by the parties hereto under this Lease.
27. Entire Agreement; Amendment. This document represents the entire agreement
between the parties hereto with regard to the subject matter hereof and supersedes any and all prior
understandings and agreements,whether oral or written, with respect thereof. Any amendment of
this Lease shall only be effective when made by a writing executed by both parties hereto.
28. Governing Law. This Lease shall be governed by the laws of the State of California.
[Signatures Follow on the Next Page]
RV PUB\MRID DELL%716721.4
-7 -
22. Attomeys'Fees.IfLessorand Lessee litigate anyprovisionofthis Lease or the subject
matter of this Lease, the unsuccessful litigant will pay to the successful litigant all costs and
expenses,includingreasonable attomeys'fees and couut costs,ineurredby the successfi i litigation at
trial and on any appeal.
21 Binding Effect. This Lease will inure to the benefit of, and will be binding upon,
Lessor's successors and assigns.
24. Severability, The invalidity of any provision of this Lease,asdetemunedbyacourt
of competent jurisdiction, shall in noway affect the validity of any other provision hereof.
25. !imtationofLiability. The obligations of Lessor under this Lease shall not constitute
personal obligations of Lessor or its managers,directors,officers,trustees,employees,contractors,
agents,representatives,successors and assigns(each a"Lessor Patty',and Lessee shall look to the
Premises,and to no other assets of Lessor,for the satisfaction of any liability of Lessor with respect
to this Lease,and shall not seek recourse against any Lessor Party or any of theirpersonal assets for
satisfaction.
26- Time of the Essence, Time is of the essence with respect to the performance of all
obligations to be performed or observed by the parties hereto under this Lease.
27, Entire Agreement: Amendment. This document represents the entire agreernont
between the parties hereto wlllr regard to the subject matter hereof and supersedes any slid all prior
understandings and agreements,whether oral or written,with respect thereof. Any amendment of
this Lease shall only be effective when made by a writing executed by both parties hereto.
29. Governing Law. This Lease shall be governed by the laws of the State of California.
[Signatures Follow on the Next Page]
RVPUE'MRIDDE1L1716721A
-7-
IN WITNESS WHEREOF,Lessor and Lessee have executed this Lease as of the
date first written above.
LESSOR:
Desert Water Agency
a California public agency
By:
Name: David K.Luker
Its: General Manaeer-Chief Engineer
LESSEE:
City of Palm Springs
a California municipal corporation
By:
Name:
Its:
See attached.
RVPUB\MR DDBLL\716721.4
_ 8 -
IN WITNESS WHEREOF,Lessor and Lessee have executed this Lease as of the
date first written above.
LESSOR:
Desert Water Agency
a California public agency
By:
Name:
Its:
LESSEE:
City of Palm Springs
a California municipal corporation
By: f �C
Name:
Its:
APPROVED TO FORM:
See attached.
By. Al
Title: N �
p-rrc-.fit :
�`a/12'2d07
RVPU]3%9MDEL U716721.4
-8-
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the
date first written above.
LESSOR:
Desert Water Agency
a Califoniia public agency
By:
Name:
Its:
LESSEE:
City of Palm Springs
a California municipal corporation < �g
Name: �y
Its: %i3 J�—�7�ye•G�
APPROVEp TO FORM:
See attached, `
Till e:
�✓ v
UPUBWRIDDE M16721.4
Legal Description of the Premises
See allacheci-
OPUBLVMMMLX716M.4
Exhibit A
KRmtp- (STETAD-T
EXHIBIT "A„
PURCII SSE OPTION
PARCEL NO. 3
LEASE AREA
That portion of the northeast quarter of the southeast quarter of the southwest quarter of Section 20,
Township 4 South, Range 5 l';ast, San Bernardino Meridian, in the County of Riverside, State of
California, being more particularly described as follows:
COMMENCING at the southeast corner of the northeast quarter of the southeast quarter
of the southwest quarter of said Section 20,said point being on the centerline of Crossley
Road(30-foot half width);
Thence North 89°50'46" West, along the south line of the northeast quarter of the
southeast quarter of the southwest quarter of said Section 20, a distance of 74.00 feet to
the TRUE POINT OF BEGINNING;
Thence continuing North 89°50'46" West, along the south line of the northeast quarter of
the southeast quarter of the southwest quarter of said Section 20, a distance of 585.38 feet
to the southwest corner thereof
Thence North 00012'29" West, along the west line of the northeast quarter of the
southeast quarter of the southwest quarter of said Section 20, a distance of 411.22 feet to
the south linb of the north 3.75 acres thereof;
Thence South 89°54107" East, along the south line of said north 3.75 acres, a distance of
629.38 feet to the west right-of-way line of said Crossley Road(30-fgot half width);
Thence South 00°12'25"East, along said west right-of-way line, a distance of 60.00 feet
to a line parallel with and distant south 60.00 feet as measured at right angles to the south
line of said north 3.75 acres;
'�`�ceNiitth 89�54'07" West, atiing said parallel Tine,-a distance of 44.00 feet to a line
parallel with and distant 74.00 feet west as measured at right angles to the centerline of
said Crossley Road;
Thence South 00012'25" East, along said parallel line, a distance of 351.79 feet to the
TRUE' POINT OF BEGINNING,
Page 1 of
.KmEGEP (2-� (STE-WAP-T
I
I
! EXHIBIT "At'
PURCHASE OPTION
PARCEL NO. 3
LEASE AREA
(Continued)
I
Excepting therefrom the northerly 60.00 feet thercof, said 60.00 feet being measured at right
anp&s to the south tine of said north 3.75 acres.
Contains 4,72 acres,more or less.
l
1 See Exhibit U attached hereto and made a part hereof.
I
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k6>9ART INC O P p t f tp RECLAMATION FACILI'EIES
PURCHASE OPTIONS AREA
NO. 3
ARE
�,j S6W L4innlly Arc,•p'uGape,a 925p7 751-69pp LEASE A.I WAIF: 1 =90W DAU-SE 01 07 DItAI►N gy:Y1PL+ C1� HY:FAE
+ _ ir.o:?01—s2.1a 3H1 1 OF 1
SETTLEMENT AGREEMENT
Re: Desert Water Agency v. City of Palm Springs, et aL
Riverside County Superior Court Case No. INC 017529
This general release and settlement agreement ('Agreement") is entered
into effective the 15th day of April, 2007, by and between Desert Water Agency, a
California public agency, the plaintiff, and its officers, directors, agents, attorneys,
employees, representatives, and successors in interest ("Agency"), and the City
of Palm Springs, a California charter city, the defendant, and its officers,
councilmembers, agents, attorneys, employees, and successors in interest
("City"), concerning all allegations raised in the pending action, which is the
subject of Riverside Superior Court Case No. INC 017529 ("Lawsuit"). The City
and the Agency are jointly described in this Agreement as the "Parties." The
above-named entities are hereinafter collectively referred to as the"Parties,"with
respect to the litigation and claims described below.
RECITALS
A. The City provides sewer treatment and disposal services to the
residents of Palm Springs and the Agency provides water services to the
residents of Palm Springs- On February 19, 1985, the City and Agency entered
into a wastewater reclamation agreement ("Wastewater Agreement") relating to
the construction and operation of an Agency owned wastewater reclamation
plant for tertiary treatment of the City's secondary treated effluent from the City's
sewer treatment facility. The Wastewater Agreement provided for the sale of
approximately 12.75 acres of land from the City to the Agency ("Reclamation
Site") in order to accommodate the construction of the wastewater reclamation
plant. The Wastewater Agreement also provided the Agency had an option to
purchase from the City an additional 6.25 acres of land ("Option Parcel") adjacent
to the Reclamation Site. On June 21. 1985, the City and the Agency entered into
a separate option agreement ("Option Agreement") that further described the
terms upon which the option could be exercised, including price and duration.
B. The Agency attempted to exercise its option in June of 1999, The
City claimed that certain conditions precedent to the exercise of the option had
not occurred and refused to sell the Option Parcel to the Agency. On May 24,
2000, the Agency filed the Lawsuit against the City to compef speck
performance of the terms of the Option Agreement.
C. On June 27, 2001, the trial court granted the Agency's motion for
summary judgment on the specific performance cause of action; however, the
Court of Appeal, on September 27, 2001, reversed the trial court's order. The
City and the Agency have diligently pursued settlement of their differences and
disputes as described in and related to the Lawsuit ("Disputes") and explore
alternative approaches to ensuring adequate provision of municipal services to
the residents of Palm Springs without further resort to litigation and incurring the
tangible and intangible costs associated with litigation.
DWAv. Palm Springs(Riverside County INC017529) Page I
D. The City and Agency desire to enter into this Agreement for the
purpose of resolving all of their Disputes, on the terms and conditions provided
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and releases
contained herein, and for other good and valuable consideration, receipt of which
is hereby acknowledged, the Parties agree as follows:
1. Sale of Option Property. Lease Back and improvement The
City agrees to convey to the Agency the property generally described as the
Option Property, including access to Crossley Road, as described and depicted
in the Grant Deed attached hereto as Exhibit "1" to this Agreement ("Option
Property").
a. The purchase price of the Option Property shall be
$307,460, payable in cash and in full at the time the City conveys the Grant Deed
to the Agency.
In. The Agency shall lease portions of the Option Property
generally described as the driving range property and bicycle trail back to the
City for a lease term of three years from the Date of Conveyance, with options to
extend the tease term for up to an additional three years if needed to relocate the
driving range. City shall pay a lease rate as set forth in the Lease Agreement
attached as Exhibit'2" to this Agreement. The City agrees to relocate the bicycle
trail to a location off the Option Property prior to expiration of the lease term. The
Agency intends to construct an access road from Crossley Road across the
Option Property to provide access from Crossley Road to the Agency's
Wastewater Reclamation Plant, and the City agrees to allow access to Crossley
Road at that location. During the lease term the Agency agrees to allow the City
to utilize a portion of the access road 30 feet wide and 300 feet tong, extending
west from Crossley Road, for the City's use in accessing the City's golf course.
C. Upon termination of the lease described above, and prior to
or at the time the Agency shall install or construct improvements (including the
installation of fencing and landscaping) upon the leased portion of the Option
property, the Agency will consult with the City regarding the incorporation of
landscaping to screen or mitigate visual impacts to adjoining land owned by the
City.
2. Pump Station. The Agency shall design and prepare plans
and specifications for the installation of a scrubber for the existing pump station
on the City's gulf course, as shown in Exhibit "3." The Agency, in cooperation
with the City's Public Works Director, shall install the scrubber, and perform such
other related work as may be approved by the City's Public Works Director. The
I Agency shall invoice City for its actual costs, including Agency's Administrative
and Personnel costs, monthly. Administrative and Personnel costs shall be 15%
MWAIMiete"Rt,re. DWA v. Palm Springs(Riverside County INCO17529) Page 2
of any actual costs incurred by the Agency, but in no event more than
$45,000.00 for the entire Project The City shall reimburse the Agency for its
invoiced costs within thirty days of invoice.
3. Date of Conveyance. The City shall execute and deliver the
Grant Deed described in Section 1 of this Agreement to the Agency upon the
Agency's payment of the purchase price described in Paragraph 2(a), above,
which shall occur within thirty (30) days of the date of this Agreement.
4. Satisfaction of Oation Agreement. The Parties agree that this
Agreement, the Grant Deed described above, and the terms and conditions
thereof, are in lieu of the obligations and the rights of the Parties under the
Option Agreement The Option Agreement is therefore deemed fully satisfied
and neither Party shall have any further rights or obligations of any kind under
the Option Agreement. Similarly, the provisions of Section 8 of the Wastewater
Agreement are deemed fully satisfied and neither Party shall have any rights or
obligations of any kind under Section 8 of the Wastewater Agreement.
5. Mutual Releases. Except as to the rights, obligations, or
representations created by or pursuant to this Agreement(including exhibits) the
Agency and the City, as of the date the Grant Deeds are recorded, release,
discharge, and acquit each other and, as applicable,their respective, employees,
agents, attorneys, representatives, predecessors, successors, and assigns, of
and from all claims, demands, debts, actions, rights, causes of action, costs,
costs of suit and attorneys' fees, obligations, damages, and liabilities, whether
now known or unknown, suspected or unsuspected, which the releasing Party
has, or at any time prior to the date of this Agreement may have had against the
other Party, arising from the Disputes. Nothing in this exclusion from the release
of this paragraph shall be construed to give any insurer any right of actions for
subrogation, contribution, or indemnity against any Party that they would not have
had but for the execution of this Agreement.
In connection with the release provisions of this Section, each of the
Parties, with and under advice of counsel, hereby expressly waives any and all
rights and benefits conferred upon said parties by the provisions of Civil Code
Section 1542,which provides as follows:
"A general release does not extend to claims
which a creditor does not know or suspect to
exist in his or her favor at the time of executing
the release, which if known by him or her, must
have materially affected his or her settlement with
the debtor."
Each of the Parties further expressly waive any and all rights and benefits
conferred upon the Parties by any provision of any other state, federal or local
statute, code, ordinance or law similar to section 1542 of the Civil Code, and the
Parties, and each of them, expressly consent that the releases contained herein
r
ReM%TA%Rr,7v9t�re. DWA v Palm Springs(Riverside County INCO17529) Page 3
I
shall be given full force and effect, according to their express terms to unknown
and unsuspected claims, demand, and causes of action, if any, arising out of or
relating to the above-described release matters.
6. Dismissal of Lawsuit Agency shall cause its attorney to execute
and file a Request for Dismissal, with prejudice, dismissing Case No. INC
017529 in its entirety following conveyance of the Option Property.
7. No Admission of Liability. It is expressly understood,
acknowledged and agreed to by the Parties, that by reason of entering into this
Agreement, no party admits, expressly or impliediy, any fact or liability of any
type or nature with respect to any matter, whether or not referred to herein, or the
sufficiency of any claims, allegations, assertions, or positions of any party; no
party has made any such admissions; and this Agreement is entered into solely
by way of compromise and settlement only.
8, Conflict Between Documents. In the event of conflict between
the provisions of this Agreement and any provision of the Wastewater
Agreement or the Option Agreement, and the provisions of this Agreement, the
provisions of this Agreement(including the exhibits hereto) shall control.
9, Attorneys Fees and Costs. It is agreed that each party hereto
shall bear its own attomeys fees and costs with respect to the preparation and
execution of this Agreement as well as all actions called for hereunder. In any
action, proceeding, or arbitration to enforce or interpret any of the terms or
conditions of this Agreement the prevailing party shall be entitled to an award to
attorneys' fees in the amount reasonably incurred in the prosecution or defense
of such action. The term "prevailing party" shall mean the party entitled to
recover costs Of suit, upon the conclusion of the matter, In accordance with the
laws of the State of California.
10, tndep_ndent representation. Each Party has been advised and
had an opportunity to consult its own independent legal counsel with respect to
this Agreement and the transaction contemplated by it. It is agreed and
acknowledged that all Parties and their legal counsel participated equally in the
negotiation and preparation of this Agreement and exhibits attached hereto, No
inference, assumption, or presumption shall be drawn if a Party or a Party's
attorney prepared and/or drafted this Agreement; it shall be conclusively
presumed that the parties participated equally in its preparation and/or drafting.
11. General provisions.
a_ Captions. Captions in this Agreement are inserted for
convenience of reference and do not describe or limit the scope or intent of this
Agreement or its terms. The Recitals set forth above are incorporated into this
Agreement by this reference.
b. Entire Agreement. This Agreement and the documents
�� �Tmogiire: TWA v Palm Springs(Riverside County INC017529) Page 4
referred to or incorporated herein contains the entire agreement between the
parties relating to subject matter hereof. Any prior oral or written
representations, agreements, and/or understandings relating to this subject
matter shall be of no effect,
C. Waiver; Amendment. No waiver, amendment, or
discharge of this Agreement shall be valid unless it is in writing and signed by
the party to be obligated.
d. Binding Effect This Agreement shall hind and inure to the
benefit of the Parties', permitted assigns and successors-in-interest; provided,
however, there are no intended third-party beneficiaries to this Agreement other
than those expressly set forth herein, and only the Parties or their pennitted
assigns and successors-in-interest are entitled to enforce this Agreement.
Except as otherwise provided in this Agreement, no Party shall be entitled to
assign any of their rights or benefits hereunder, nor to delegate any of their
obligations or duties hereunder, each party acknowledging that the obligations
and duties required of its under this Agreement are personal in nature.
e_ 5everability, If any term, covenant, or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remaining provisions shall remain in full effect
f. Counterparts and Facsimile Signatures. This Agreement
may be executed simultaneously in counterparts, each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument. A signature of a Party transmitted by a facsimile transmission shall
be as valid and as binding on the signer as an original signature.
g. Recitals; Exhibits. Any recitals above, and any exhibits
referred to and/or attached hereto, are incorporated by reference into this
Agreement.
h. Fair Meaning. This Agreement shall be construed according
to its fair meaning and shall be construed in accordance with the laws of the
State of California in effect at the time of the execution of this Agreement.
i. Gender & Number. As used in this Agreement, the
masculine, feminine, or neuter gender and the singular or plural number shall
each be deemed to include the others whenever the context so indicates.
j. Additional Documents. Each Parry agrees, upon request
of another, to execute such additional documents or instruments as may be
reasonably necessary or convenient to carry out the purposes of this Agreement
k. No Inducement. The Parties warrant that no promise or
inducement has been made or offered by any of the Parties, except as set forth
herein, and that this Agreement is not executed in reliance upon any statement
kV1%1%? rA. er1M9Ve: CWA v Palm Sprigs(Riverside County INC017529) Page 5
or representation of any of the Parties or their representatives, concerning the
nature and extent of the injuries, damages or legal liability thereof_
I, Notices. All notices, requests, demands, and other
communications given, or required to be given under this Agreement, shall be in
writing, duly addressed to the parties as follows:
If to Agency:
Desert Water Agency
1200 Gene Autry Trail
Palm Springs, California M64
if to City:
City of Palm Springs
3200 East Tahquftz Canyon Way
Palm Springs, California 92262
Any notices properly addressed shall be sent by registered or certified mail, return
receipt requested, Federal Express or other generally recognized overnight
courier service, messenger, facsimile, or hand delivery and shall be deemed
delivered to the addressee, whether accepted or refused by such addressee, on
the second (2nd) business day after posting with the United States mail for
registered or certified delivery, the next business day for Federal Express or other
generally recognized overnight courier service, and upon actual delivery for
messenger, facsimile, or hand delivery, as evidenced by mitten receipt or other
proof of delivery, as the case may be Any party may change its address for
purposes of this paragraph by giving prior notice to the other party, as provided
in this paragraph.
m. Certificate of Compliance. This transaction involves the
sale of a portion of real property from one public agency to another and such
transaction is not subject to the provisions of the Subdivision Map Act. The City
agrees that if requested by the Agency that the City shall cause a certificate of
compliance regarding such conveyance and the legal status of any property
conveyed to the Agency.
12. Exhibits. The following Exhibits are attached hereto and
incorporated herein by reference_
Exhibit 1: Form of Grant Deed for Option Property
Exhibit 2: Lease for Portion of Option Property
Exhibit 3: Location of Pump Station on City's Golf Course
§gMg &r&TM9�re DWA v palm Springs(Riverside County INCQ17529) Page 6
IN WITNESS WHEREOF, the undersigned have executed this Settlement
Agreement and mutuaf release as of the date above.
Agency: Desert Ageggy
By:
ATTEST: APPROVED AS TO FORM:
6y. By: ���7-�,2�
CITY: City of Palm Springs
APPROVED BY CITY COUNCIL
�4� C 5 orn O'7 2cn(a
David H. Ready,
City Manager
ATTEST: APPROVE TO FORM:
4
y: By: I
James Thompson,
City Clerk
it
DWA v Palm Springs(Riverside County INC017529) page 7
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
DESERT WATER AGENCY
Attention: Board Secretary
The undersigned declares that this document is exempt from recording fees per
Government Code Section 27383.
(Above Space for Recorder's Use)
GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, CITY OF PALM SPRINGS, a California charter city ("Grantor")
hereby grants to DESERT WATER AGENCY, a California public agency
("Grantee"), that certain real property located in the County of Riverside, State of
California, described in Exhibit "A" and depicted in Exhibit "B" both attached hereto
and incorporated herein by this reference (the "Property").
THE GRANTS AND RESERVATIONS FIEREINABOVE described shall be
subject to all covenants, conditions, restrictions, reservations, rights, rights of way,
easements and other matters of record, apparent or of which Grantee has actual
notice, including but not limited to the utility easements as generally described in
Exhibit`A"to this Deed.
conditions: a. The Property is conveyed upon the following terms and
(i) The requirement that Grantee accepts the Property "As-
Is", in the condition that the Property exists as of the date hereof and that Grantee
acknowledges and agrees that no representations by or on behalf of Grantor have
been made to Grantee as to the condition of the property including the suitability of
the Property for any purpose whatsoever. Grantee represents and warrants to
Grantor that Grantee has made its own independent investigation of the Property (or
has had the opportunity to make its own independent investigation and chosen not
to do so and thereby accepts the accompanying risk) and is accepting this Grant
Deed solely on the Grantee's independent investigation of the Property. In addition,
Grantee unconditionally releases Grantor from and against any and all liability to
Grantee, both known and unknown, present and future, for environmental damages
and liability arising out of any violation of environmental rules, regulations or
ordinances, or the presence of hazardous or toxic material on, under or about the
Property, whether or not caused by the negligence of Grantor. Grantee hereby
waives the provisions of California Civil Code Section 1542 which provides: "A
general release does not extend to claims which the creditor does not know or
Suspect to exist in his or her favor at the time of executing the release, which if
RVP1.1131MRIDDELLV16720 7
Exhibit 1
known by him or her must have materially affected his or her settlement with the
debtor."
(ii) The Property Is conveyed subject to and upon the
express condition subsequent that if the Grantee discontinues wastewater
reclamation at its plant, refuses to accept secondary effluent from the City's
Wastewater Reclamation Plant for a period of twelve (12) consecutive months, or
uses the Property for a purpose not authorized for the Grantee under California law,
Grantor may terminate Grantee's fee simple interest in the Property and shall
repurchase the Property from Grantee at the same price paid by Grantee The
exercise of such power of termination shall occur, and the termination of Grantee's
interest in the Property shall be effective, on the date on which Grantor tenders the
amount of the purchase price to Grantee and records notice of such termination (the
'Termination Notice') in the Official Records of Riverside County in accordance with
the provisions of California Civil Code Section 885.050, as amended from time to
time. Because this power of termination may become subject to Chapter 5, Title 5,
Part 2, Division 11 of the California Civil Code (or similar or subsequent laws)
providing for the expiration of ancient powers of termination, Grantor may do any act
necessary or beneficial to preserve this power of termination, including the
recordation of notices and instruments. If Grantor requests, Grantee shall sign and,
where required, acknowledge further written extensions of time periods under any
applicable law, including applicable statutes of limitation, providing for the expiration
of powers of termination.
(10) As may be necessary or convenient for the construction
of the facilities contemplated by this Grant Deed, Grantee shall have the right to
enter upon and use the adjoining lands of Grantor, so long as such entry and use
does not interfere with or endanger Grantor's use of such adjoining lands and
Grantee (1) provides Grantor with a least ten days written notice and agrees to
comply with such conditions as the Grantor may reasonably require including, but
not limited to, times of operation, screening, clean-up, and restoration of property to
prior condition. For purposes of laying, constructing, reconstructing, inspecting,
maintaining, repairing and using such facilities, Grantee shall have the right to enter
Vie adjoining property to deposit tools, implements and other materials thereon and
to make any and all excavations necessary or convenient.
"GRANTOR"
City of Palm Springs,
a California charter city
By
RVPUBWRID0ELL7t67201
Exhibit 1
Grantee accepts the grant of Property pursuant to the Grant Deed and agrees to
comply with all covenants and terms set forth herein.
"GRANTEE"
Desert Water Agency
a California public agency
By:
RVPU SW7R I DD EW716720.1
Exhibit 1
STATE OF CALIFORNIA )
) ss
COUNTY OF RIVESIDE )
On before me, the undersigned, a
Notary Public in and for said State, personally appeared
, ❑ personally known to me OR
❑ proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/shelthey executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of
which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature of Notary
[Seal]
STATE OF CALIFORNIA
)
) ss
COUNTY OF RIVERSIDE)
On before me, the undersigned, a
Notary Public in and for said State, personally appeared
, ❑ personally known to me OR
❑ proved to me on the basis of satisfactory evidence to be the person(s) whose
names) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of
which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature of Notary
[Seal]
RVPUBWRIDDEW796720I
CERTIFICATE OF ACCEPTANCE
(Government Code Section 27281)
THIS IS TO CERTIFY that the interest in real property conveyed by the Grant Deed
dated _ 2007, from the City of Palm Springs, is hereby
accepted pursuant to the authority granted to the undersigned by Desert Water
Agency Resolution No. , adopted by the Board of Directors on
and Grantee consents to the recordation thereof by its duly authorized officer.
Dated;
Board Secretary
RVPUBWRIOMW716720 t
KRI>cm (ICSTEWART
EXHIBIT "A"
PURCHASE OPTION
PARCEL NO,3
That portion of the northeast quarter of the southeast quarter of the southwest quarter of Section 20,
Township 4 South, Range 5 East, San Bernardino Meridian, in the County of Riverside, State of
California,being more particularly described as follows:
COMMENCING at the southeast corner of the northeast quarter of the southeast quarter
of the southwest quarter of said Section 20,said point being on the center line of Crossley
Road(30-foot half width);
Thence North 89"50'46" West, along thu south line of the northeast quarter of the
southeast quarter of the southwest quarter of said Section 20.a distance of 74,00 feet to
the TRUE POINT OF BEGINNING;
Tbenec continuing North 89050'46" West,along the south line of the northeast quarter of
the southeast quarter of the southwest quarter of said Section 20,a distance of 585.38 feet
to the southwest corner thereof;
Thence North 00"12'29" West, along the west line of the northeast quarter of the
southeast quarter of the southwest quarter of said Section 20, a distance of 41122 rout to
the south line of the north 3.75 acres thereof;
Thence South 89°54'07" East, along the south line of said north 3.75 acres, a distance of
629.38 feel to the west right-of--way line of said Crossley Road(30-Toot half width);
Thence South 00°1225" East, along said west right-of-way line, a distance of 60.00 feet
to a line parallel with and distant south 60.00 feet as measured at right angles to the soudl
line of north 3.75 acres;
Thence North 89054'07" West, along said parallel line, a distance of 44.00 feet to a Itnc
parallel with and distant 74.00 feel west as measured at right angles to the centerline of
said Crossley Road;
Thence South 00'12'25" East, along said parallel line, a distance of 351.79 feet to the
TRUE' POINT OF RFGINNING.
`gyp LANG g
Contains 5_59 acres,more or less.
IPA
See Exhibit 13'attached hereto and made a part hereof. ew LS 4741�0
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N J,A2u,N,:aYm.-RKr;Wm a Meal.ssi �e.-5 o PURCHASE OPTION PARCEL NO. 3
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SCALE: 1L-200' pA ;OB 14 OB DitnirtV HY:> C}ItsCEED BY:PAE N.O.: i01-52a SAT I OF I
BlEsT BEST & KlUEGUIR 3
A.TTOnNEYS AT!(Aw
1N0 WELLS SACRAMENTO
(760)5fiB4611 3750 tln*verSdy Avenue (916)3264000
IPMNE Post Ofifice Box 1028 —
(9407 263.2600
Riverside,California 92502-1028 SAN OIEGO
(951)68E1450 (619)525-1300
Los ANGELES (951)686-3083 Fax wAtNur CREEK
(213)617.8100 BBKlaw.com (925)977.3300
ONTARIO
(909)9B9-8584
Michael T.Riddell
(951)820.8210
MiOhael.Riddel'90bklaw corn
October 4, 2007
Douglas C. Holland
City Attorney OCT I d 2007,
City of Palm Springs
3200 Tahquitz Canyon Way
P.O. Box 2743
Palm Springs, CA 92263-2743
Re: Lease Agreement Between Desert Water Agency and the City of Palm
Springs (Option Pronerlvl
Dear Doug:
The City of Palm Springs probably received a copy of the above-referenced lease
agreement, executed by both Dosert Water Agency and the City of Palm Springs. Tf not,
however, I wanted to make sure that you and the City received a copy, and so I have enclosed
one. I also wanted to confirm that we will be filing a dismissal of the lawsuit as agreed in the
settlement agreement. We will be sending you a copy of that as well-
Thanks very much for your assistance in getting this issue resolved.
Sincerely,
,
Michael T. Riddell
of BEST BEST &KRIEGER LLP
cc: David K. Luker, Desert Water Agency
RVPUB\MRMDLLL1739496.1
LEASE AGREEMENT—TRIPLE NET
This Lease Agreement("Lease"),dated for reference purposes only September 19 ,2007,
is made by and between Desert Water Agency,a California public agency("Lessor' ,and the City of
Palm Springs,a Califomia municipal corporation("Lessee").
The parties hereto agree as follows:
1. Letting of Premises
Lessor agrees to lease the Premises(defined below)to Lessee,and Lessee agrees to Icasc the
Premises from Lessor,according to the terms and conditions of this Lease. This Lease is triple act to
the Lessor and Lessee shall be responsible for paying for all operation and maintenance costs of the
Premises,in addition to the payment of rent,as provided more fully hereunder.
2. Premises: "AS-IS"Condition. The Premises consists of that certain real property
described on the attached Exhibit"A"&"B"and depicted on the attached Exhibit`B." located in
the County of Riverside,State of California. LESSEF,REPRESENTS THAT AS THE OWNER OF
THE PREMISES PRIOR TO THE COMMENCEMENT OF THIS LEASE, IT IS SATISFIED
THAT THE PREMISES ARE SUITABLE FOR ITS INTENDED USE. LESSOR AND LESSEE
ACKNOWLEDGE AND AGREE THAT LESSOR MAKES NO WARRANTY OR
REPRESENTATION CONCERNING THE CONDITION OF THE PREMISES AND THAT
LESSOR DELIVERS THE PREMISES TO LESSEE IN AN"AS-IS","W-TERE-IS"CONDITION.
LESSEE SHALL BE RESPONSIBLE FOR THE COST OF ANY COMPLIANCE WITH ANY
APPLICABLE LAW OR REGULATION.
3. Jerm. The tern("Term")of this lease shall commence as of September 196 2007,
and terminate immediately onSeptember 19 ,2010,or upon such other date as the parties hereto
may agree- The parties acknowledge that the Lessee plans to relocate its driving range from the
Premises to an alternate site that may require rederal and/or state review and permits. In the event
the Lessee is diligently pursuing such perurits during the Term,the parties agree that the Lessee may
request and the Lessor shall approve up to three additional one-year extensions of the lease Term,
without escalation of the annual rent and upon the same terms and conditions set forth in this Lease.
4. Ownership Surrender.
(a) Subject to Lessor's right to require removal or elect ownership, all
improvements, alterations and utility installations made by Lessee shall be the property of Lessee,
but considered a part of the Prerises. All. Lessee owned improvements, alterations and utility
installations shall,at the expiration or termination of this Lease,become the property of Lessor and
will be surrendered by Lessee with the Premises unless Lessee removes them from the Premises on
or before the termination of this Lease without substantial damage to the Premises.
(b) LESSEE SHALL SURRENDER AND VACATE TIIE PREMISES BY NO
LATER THAN THE END OF THE TERM, AS IT MAY BE EXTENDED PURSUANT TO
SECTION 3 OF THIS LEASE.
RVPUBV-=0ELLk71G7L1A
- 1 -
5. Rent:Additional Rent.
(a) Lessee"pay to Lessor annual rent at a rate equivalent to ten percent(10°/u)
of the total purchase price paid by Lessor to Lessee for the acquisition of the Premises. Such annual
rent shall be payable in annual installments with each such installmentpayable within ten days ofthe
date of this Lease and on each subsequent annual anniversary thereof.
(b) Any other monies to be paid to the Lessor pursuant to the terms hereunder
shall be deemed additional rent.
6, Taxes and Assessments. Lessee shall pay all taxes and assessments, including,
without limitation, real estate, personal property, and possessory interest taxes, and any and all
utility,city,or county assessments,for any purpose,assessed,levied,confirmed,or unposed during
the Term.
7. Utilities. Lessee shall pay the suppliers for all water, gas, electricity, light, heat,
telephone,power,and other utilities and communications services used by Lessee on the Premises
during the Term,whether or not the services are billed directly to Lessee. Lessee shall also procure,
or cause to be procured,without cost to Lessor,but only upon the prior written consent of Lessor,
any and all necessary permits,licenses, or other authorizations required for the lawful and proper
installation and maintenance upon the Premises ofwires,pipes,conduits,tubes,and other equipment
and appliances for use in supplying any of the services to and upon the Premises.
8. Insurance.
(a) Generally. Lessee shall require its sublessee or contractor,as occupant of the
Premises,to obtain and keep in force general liability insurance,insurance covering loss or damn
to the Premises,and in rauce coverage on all of the sublessee's or contractor's personal property
and sublessee or contractor owned improvements, alterations and utility installations to the extent
reasonably acceptable to Lessor.
(b) Policies. Tnsurance required hereunder shall befrom companies duly licensed
or admitted to transact business in the State of California,and maintaining during the policy term a
rating that is reasonably satisfactory to Lessor. Lessee shall deliver to Lessor certified copies of
policies of insurance as Lessor may ask Lessee to deliver from time-to-time.
(c) Waiver. Without affecting any other rights or remedies,Lessor and Lessee
waive all rights to recover against each other or against the officers,directors,employees,or agents
of each of them,for any loss or damage arising from any cause covered by any insurance actually
carried by each of them. Lessor and Lessee will cause their respective insurers to issue appropriate
waiver of subrogation rights endorsements to all policies of insurance carried in connection with the
Premises.
9. Permitted Use and Compliance with Law. Lessee shall have the right,at its sole and
absolute cost,to operate,or allow a permitted sublessee or contractorto operate,a driving range for a
municipal golf course("Permitted Use's. Lessee shall obtain and maintain any and all permits and
aVPIMNEUDDELU710214
-2-
licenses required by any federal,state,or local authority,in connection with the permitted use of the
Premises,in good standing at all times during the term of this Lease. Lessee shall not use or occupy,
or permit any portion of the Premises to be used or occupied in violation of any law, ordinance,
order,rule,regulation,certificate of occupancy,or other governmental requirement.
10. Lessee's Obligations with Respect to Environmental Laws.
(a) Lessee shall comply with and cause the Premises to remain incompliancewith
all applicable federal, state and local laws,ordinances,and regulations(including consent decrees
and administrative orders)relating to public health and safety and protection ofthe environment and
the discharge of any hazardous materials (as the same is defined and regulated under any of the
foregoing laws, ordinances and regulations), all as amended and modified from time to time
(collectively,"environmental laws"). All governmental permits relating to the use or operation ofthe
Premises required by applicable environmental laws are and will remain in effect,and Lessee shall
comply with them,
(b) Lessee shall immediately notify Lessor in writing and provide copies upon
receipt of all written complaints,claims,citations,demands,inquiries,reports,or notices relating to
the condition of the Premises or compliance with environmental laws. Lessee shall promptly cure
and have dismissed with prejudice any ofthose actions and proceedings to the satisfaction ofLessor.
Lessee shall keep the Premises fret of any lien imposed pursuant to any environmental laws.
(c) Lessor shall have the right at all reasonable times and from time to time to
conduct environmental audits of the Premises, and Lessee will cooperate in the conduct of those
audits. The audits will be conducted by a consultant of Lessor's choosing, and if any hazardous
material is detected or if a violation of any of the warranties,representations,or covenants contained
in this paragraph is discovered,the fees and expenses of such consultant will be home by lessee and
will be paid as additional rent under this Lease on demand by Lessor. lessor agrees that pesticides,
insecticides, and other chemicals typically used in the maintenance of golf courses shall not be
deemed hazardous materials for purposes of this provision.
(d) Tf Lessee fails to comply with any of the foregoing warranties,representations,
and covenants,Lessor may cause the removal(or other cleanup or remediation acceptable to Lessor)
of any hazardous material from the Premises.The costs of hazardous material removal and any other
cleanup or remediation(including transportation and storage costs)will be additional rent under this
Lease,whether or not a court has ordered the cleanup,and those costs will become due and payable
on demand by Lessor. Lessee will give Lessor,its agents,and employees access to the Premises to
remove or otherwise clean up any hazardous material. Lessor, however, has no affimrative
obligation to remove or otherwise clean up any hazardous material, and this Lease will not be
construed as creating any such obligation.
(e) Lessee shall indemnify,defend(with counsel reasonably acceptable to Lessor
and at Lessee's sole cost), and hold Lessor and Lessor's managers, directors, officers, trustees,
employees,contractors,agents,representatives,successors and assigns free and harmless from and
against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs,
judgments, suits, proceedings, damages (including consequential damages), disbursements, or
RVPUBUFUDDHLLM6721.4
-3 -
expenses of any kind(including attorneys' and experts' fees and expenses and fees and expenses
incurred in investigating,defending,or prosecuting any litigation,claim,or proceeding)that may at
any time be imposed upon, incurred by, or asserted or awarded against Lessor or any of them in
connection with or arising from or out of(i) any misrepresentation, inaccuracy, or breach of any
warranty,covenant,or representation contained or referred to in this paragraph;(il)any violation by
Lessee of any environmental law;and(iii)the imposition of any lien for the recovery ofany costs for
environmental cleanup or other response costs relating to the release or threatened release of
hazardous material due to use or misuse of the Premises by the Lessee. This indemnification will
survive termination of this Lease.Lessee,its successors,and assigns waive,release,and agree not to
make any claim or bring any cost recovery action against Lessor under the Comprehensive
Environmental Response,Compensation and Liability Act("CERCLA")or any state equivalent or
any similar law now existing or enacted after this date. To the extent that Lessor is strictly liable
under any such law,regulation,ordinance,or requirement,Lessee's obligation to Lessor under this
indemnity will also be without regard to fault on the part of Lessee with respect to the violation or
condition that results in liability to Lessor,
(0 The foregoing obligations of thc Lessee shall not apply to environmental
conditions or contamination which was the result of action taken by Lessor during the Term.
11. Assienmenls and Subleases. Lessee shall not assign this Lease in whole or in part,
nor sublease al I or part of the Premises without the prior written consent of Lessor and such consent
shall not be unreasonably withheld. The parties hereto acknowledge and agree that prior to the
acquisition of the Premises by Lessor from Lessee, Arnold Palmer Golf Management Company
("Sublessee'),leased the Premises from Lessee and shall continue to lease the Premises from Lessee
as a sublessee subjectto the terms and conditions of this Lease. The Sublessee and any assignee of
the Sublessee shall be deemed approved assignees or sublessees pursuant to this Section 11. Lessor
also recognizes as an approved sublessee of the Premises any person or entity that manages or
subleases from the City the Tahquitz Creek Golf Resort and concurrently therewith manages or
subleases the Premises.
12. Maintenance of the Premises. During the Term, Lessee shall, at Lessee's sole
expense, maintain, repair and replace, and keep in good and safe condition, all portions of the
Premises.
13. Indemnification.
(a) Lessee shall indemnify and hold Lessor,and its managers,directors,officers,
trustees, employees, contractors, agents, representatives, successors and assigns (each a"Lessor
Pads, harmless from any and all demands, claims, causes of action, fines, penalties, damages
(including consequential damages),losses,liabilities,judgments,and expenses(including without
limitation attorneys'fees and court costs)incurred in connection with or arising from(1)the use or
occupancy of the Premises by Lessee,sublessees,invitees or licensees of Lessee,or any otherperson;
(2)any activity,work,or thing done or permitted or suffered by Lessee in or about the Premises;(3)
any acts,omissions,or negligence of Lessee,any person claiming under Lessee,or the employees,
agents, contractors, sublessees, invitees or licensees of Lessee, or any person; (4) any breach,
violation,or nonperformance by Lessee,any person claiming under Lessee,or the employees,agents,
RVPUB1MalD fW716721A
-4-
contractors, sublessees, invitees or licensees of Lessee, or any person, of any term,covenant,or
provision of this Lease or any law,ordinance,or governmental requirement of any kind;or(5)any
injury or damage to the person,including death or serious injury,property,or operation of Lessee or
its employees,agents,contractors,invitees or licensees of Lessee,or any other person entering upon
the Premises under the express or implied invitation of Lessee. The foregoing indemnity shall not
apply to the extent any Iiability, claim or damage is the result of Lessor's negligence or willful
misconduct. If any action or proceeding is brought against Lessor,or a Lessor Party,by reason of
any claim,Lessee,upon notice from Lessor,will defend the claim at Lessee's expense with counsel
reasonably satisfactory to Lessor.
(b) Lessor shall indemnify Lessee, and hold Lessee, its managers, directors,
officers,shareholders,employees,contractors,agents,representatives,successors and assigns(each a
"Lessee Party') harmless from, any and all demands, claims, causes of action, fines, penalties,
damages(including consequential damages),losses,liabilities,judgments,and expenses(including
without limitation attorneys'fees and court costs)incurred in connectionwithorarising from(1)any
acts,omissions,or negligence of Lessor;and(2)any breach violation,or nonperformance by Lessor
of any term,covenant,or provision ofthis Lease or any law,ordinance,or governmental requirement
of any kind.The foregoing indemnity shall not apply to the extent any liability,claim or damage is
the result of Lessee's negligence or willful misconduct If any action or proceeding is brought against
Lessee,or a Lessee Party,by reason of any claim,Lessor,upon notice from Lessee,will defend the
claim at Lessor's expense with counsel reasonably satisfactory to Lessee.
14. Covenant of Ouiet Enjoyment Landscaping.
(a) So long as Lessee pays the rent and performs all of its obligations in this
Lease,Lessee's possession of the Premises will not be disturbed by lessor,or anyone claiming by,
through or under Lessor.
(b) During the term,Lessor shall landscape that portion of the Premises that abuts
Lessor's property as necessary to create a visual barrier between the Premises and the Lessor's road
and reclamation facilities,(including the planting of trees,shrubs,ground cover of the same type and
si7e used on the City's municipal golf course,and related or necessary irrigation systems)and in a
manner reasonably acceptable to Lessee("Landscaping");provided,however,that the Landscaping
shall in no event interfere with or endanger Lessor's use of the Lessor's property. Lessee shall
maintain the Landscaping.
15. Events of Default. The following occurrences are"events of default":
(i) Lessee defaults in the due and punctual payment of any amount due to Lessor
hereunder, and the default continues for thirty (30) days after notice from
Lessor;
(ii) Lessee vacates or abandons the Premises prior to the end ofthe Term without
giving written notice to Lessor;
RVPUBWUDDEI.016721.4
-5-
(iii) This Lease or the Premises or any part of the Premises is taken upon
execution or by other process of law directed against Lessee,or is taken upon
or subjected to any attachments by any creditor of Lessee or claimant against
Lessee,and the attachment is not discIurged within fifteen(15)days after its
levy;
(iv) Lessee files a petition in bankruptcy or insolvency or for reorganization or
arrangement under the bankruptcy laws of the United States or under any
insolvency act of any state, or is dissolved, or makes an assignment for the
benefit of creditors;
(v) Involuntary proceedings under any bankruptcy laws or insolvency act or for
the dissolution of Lessee are instituted against Lessee,or a receiver or trustee
is appointed for all or substantially all of Lessee's property, and the
proceeding is not dismissed or the receivership or trusteeship is not vacated
within sixty(60)days after institution or appointment;
(vi) Lessee breaches any ofthe other agreements,terms,covenants,or conditions
that this Lease requires Lessee to perform, and the breach continues for a
period of thirty(30)days after notice by Lessor to Lessee.
16. Remedies. In addition to any other remedies that Lessor may have under law or
equity, if any one or more events of default set forth under this Lease occurs and Lessee has not
cured in the time provided for,then Lessor may,at its election,terminate this Lease.
17. No Option to Renew. Lessee is not granted any option to renew the Lease.
18. Holding Over. Without limiting the obligation of Lessee to surrender the Premises as
provided above,neither the holding over by Lessee nor the acceptance by Lessor of any rent relating
to any period subsequent to the expiration date of the Lease shall in itself constitute any extension or
renewal of this Lease but shall constitute a month-to-month tenancy terminable by either party upon
such notice as may be required by law for the termination of month-to-month tenancies.
19, Estoppel Certificate. Lessee shall within (ten) 10 days after written notice from
Lessor execute,acknowledge and deliver to Lessor a statement in writing in the form provided by
Lessor, plus such additional information, confirmation and/or statements as may be reasonably
requested by Lessor.
20. No Waiver_No waiver of any condition or agreement in this Lease by Lessor will
imply or constitute a further waiver by Lessor of the same or any other condition or agreement.
21. Notices. Any notice, request, demand,consent, approval, or other communication
required or permitted under this Lease will be written and will be deemed to have been given when
personally delivered, or on the third (3rd) day after it is deposited in any depository regularly
maintained by the United States postal service,postage prepaid,certified or registered mail,return
RvruswlRmpsla n t cn t.a
_6_
receipt requested,and addressed to either Lessor or Lessee 4 the Premises or such other address as
the parties may provide from time to time.
22, AttorneveFecs If Lessor and Lessee litigate any provision of this Lcase or the subject
matter of this Lease, the unsuccessful litigant will pay to the successful litigant all costs and
expenses,including reasonable attomeys'fees and court costs,incurred by the successful litigation at
trial and on any appeal.
23, Binding.Effect. This Lease will inure to the benefit of, and will be binding upon,
Lessor's successors and assigns.
24. Severabih . The invalidity of any provision of this Lease,as determined by a court
of competent jurisdiction,shall in no way affect the validity of any other provision hereof
25. Limitation of Liability. The obligations of Lessor under this Lease shall not constitute
personal obligations of Lessor or its managers,directors,officers,trustees,employees,contractors,
agents,representatives,successors and assigns(each a"Lessor Party"),and Lessee shall look to the
Premises,and to no other assets of Lessor,for the satisfaction of any liability of Lessor with respect
to this Lease,and shall not seek recourse against any Lessor Party or any of their personal assets for
satisfaction.
26, Time of the Essence_ Time is of the essence with respect to the performance of all
obligations to be performed or observed by the parties hereto under this Lease_
27. Cntire Aarcement Amendment. 'This document represents the entire agreement
between the parties hereto with regard to the subject matter hereof and supersedes any and all prior
understandings and agreements,whether oral or written,with respect thereof. Any amendment of
this Lease shall only be effective when made by a writing executed by both parties hereto.
28, Governing Law. This Lease shall be governed by the laws of the State of California.
[Signatures Follow on the lVezr Page]
RVFUaNMMDEUW167214
-7-
IN'WITNESS WHEREOF,Lessor and Lessee have executed this Lease as of the
date first written above.
LESSOR:
Desert Water Agency
a California public agency
By. JD
Name David K.Luker
Its QeneWManager-ChiefEn0gM
LESSEE:
City of palm Springs
a California municipal corporation
BY:
Name:
Its:
See attached
xvrUalMUMEW716721.4
.$.
I
IN WITNESS VF7T MOF,Lessor and Lessee have executed this Lease as of die
date first written above.
LESSOR:
Desert Water Agency
a California public agency
By:
Name:
Its:
LESSEE:
City of Palm Springs
a California municipal corporation
ay: r
Name:
APPROVED TO FORM:
See attached.
By.
TM '� v
OR/12�Zd0'I
RYPIa;�BrIitIDDEiL5716721R
ETT"A"
Legal Description of the Premises
See attached.
i
RVPUBV"MDP W71 6721.4
Exhibit A
Ka imm C� 6TE'vAD—T
EXMIT "A"
PURC)d ASI>;OPTION
PARCEL NO.3
LEASE AREA
That potion of the northeast quarter of the southeast quarter of the southwest quarter of Section 20,
Township 4 South, Range 5 East, San Bernardino Meridian, in the County of Riverside, State of
California,being more particularly described as follows:
COMMENCING at the southeast comer of the northeast quarter of the southeast quarter
of the southwest quarter of said Section 20,said point being oil the centerline of Crossley
Road(30-foot half width);
Thence North 89"50'46" West, along the south :ine of the northeast quarter of the
southeast quarter of The southwest quarter of said Section 20, a distance of 74.00 feet to
the TRUE POINT OF BEGINNING;
Thence continuing'North 89050'46" West,along the south line of the northeast quarlcv of
the southeast quarter of the southwest quarter of said Section 20,a distance of 585.38 feet
to the southwest comer thereof
Thence North 00012'29" West, along the west line of the northeast quarter of the
southeast quarter of the southwest quarter of said Section 20,a distance of 411.22 feet to
the south line of the north 3,75 acres fiersof;
Thence South 89"54'07" Fast, along the south line of said north 3.75 acres,a distance of
629,38 feet to the west right of-way fine of said Crossley Read(30-foot half width);
Thence South 00012'25"East, along said west tight-of-way line,a distance of 60.00 feet
to a line parallel with and distant south 60.00 feet as measured at right angles to the south
lime of said north 3.75 acres;
—�ce�orTh$9'S4'07" West,aTotig said parallel tine, a distance o -44:.06}`eat to a lint
parallel with and distant 74.00 feet west as measured at right angles to the centerline of
said Crossley Road;
Thence South 00°1225" Bast, along said parallel line, a distance of 351.79 feet to the
TRUE POINT OP BEGINNING,
Page I of 2
KRTECED CY OSTEWAR.T
j EX1iTT3IT "A"
j PURCHASE OPTION
j PARCEL NO.3
LEASE AREA
(Continued)
I i
Lxcepting therefrom tho northerly 60.00 feet thereat said 60-00 feet boing measured az right
anglos ro the south line of said north 3.75 acres.
i
I
Contams 4.72 acres,more or less.
See Exhibit V attached hereto and made a part hereof
'19 D 8
P� It
7
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SCALE: 1 =200' w N N/NE1/4, SE1 /4, SW1/4._ 44.00'
z/ /sEc. 20 ire/h N C3 j
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30'
N89'50'46"W
SOUTH LINE NE1/4, SE1/4, SW1/4 T.P.O.B. IP.O.C.
N89'S0'46"W SEl/4R'SW1t44
0 ,
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LVAI I
�TFQFCA��F�
1920 210
g DESERT WATER AGENCY err
RECLAMATION FACILITIES
me�vnnm • >..._• PURCHASE OPTION PARCEL NO. 3
N senumsXe�• �x,u��,•estaew ®m LEASE AREA B
c
_ 9CAL➢;: 1"..806' DATS:aB DS 07 DBA'RN BY:MRB CHECS&D 9Y:FAF if.0.:301-6218 $ff 1 DI' I
MINUTES
FWHE REGULAR MEETING
7598
Vol ^,l OF THE
/ 0 DESERT WATER AGENCY
r 0r BOF DIRECTORS
� '7une17,2008
DWA Board: A.Thom-'a'sKieley,Prcsident ) Attendance
` Ronald E. Starrs,Vice President )
F. Gillar Boyd Jr., Secretary-Treasurer )
Patricia G. Oygar, Director )
Craig A.Ewing,Director )
DWA Staff: David K. Luker, General Manager )
Mark S. Krause,Asst. General Manager )
Martin S.Krieger,Finance Director )
Kristy Scaletta,Human Resources )
Janis L.Tefteller, Asst. Secretary to the Board )
Michael F.Bergan,Facilities&Safety )
Katie Ruark,Public Information Associate )
Consultants: Michael T. Riddell,Best Best&Krieger )
Public: Will Avila, The Desert Sun )
Dick Larsen, San Gorgonio Pass Water Agency )
Sheila Grattan, Grattan Marketing )
James Cioffi,Palm Springs )
J.P.Jefferson, DWA Retiree )
Shelley Jefferson,Cathedral City }
Megan Jefferson,Cathedral City )
Sarah Jefferson, Cathedral City )
DWA Construction Department Staff }
14941. At 8:00 am., President Kieley opened the meeting and asked Pledge of Allegiance
everyone to join Secretary-Treasurer Boyd in the pledge of allegiance.
14942. Recognizing recently retired DWA employee J.P. Jefferson, Presentation or Rm
who was in attendance at today's meeting, President Kieley commented on 972 to J.P.Jefferson
how quickly time has passed since J.P.'s employment with the Agency upon Retirement
began over 34 years ago. President Kieley read aloud (previously adopted)
Resolution No. 972, granting retirement status to J.P. Jefferson. Mr.
Jefferson was called forward and presented with a framed copy of the
Resolution. On behalf of the Board, President Kieley thanked Mr.Jefferson
for his long and loyal service to Desert Water Agency.
Ik.en WKO A cy nwid Won,A4awrs eN I79IR
' 7602
14949. President Kieley asked Mr. Luker to present Staffs request to Items for Action
approve an extension of the lease for the City of Palm Springs' golf (Cont.)
complex driving range. Request Approval or
Lease Extension—CPS
Mr. Luker reported the City of Palm Springs, by way of a olFComptex Driving
ange
letter dated May 22, 2008, requested a 3-year extension to the term of its
lease (which expires September 19, 20I0) of the property on which the
City's golf course complex driving range is located. After speaking with the
City Manager and discussing the requested extension, Mr. Luker reported an
extension of one year was acceptable to the City, as it would allow them
time to review operational and relocation issues relating to the driving
range. Mr. Luker asked the Board to consider approval of a one-year
extension to the lease on this property.
Director Oygar made a motion to approve a one-year lease
extension of the City of Palm Springs' golf complex driving range. Vice
President Starrs seconded the motion.
Director Ewing asked if the Agency would be negatively
impacted by extending the lease. Mr. Luker stated the initial plans for the
property (acquired in the transaction between the City and. the Agency)
include an access road from Golf Club Drive to the east fence line of the
reclamation plant site; he expects the access road can be built outside of the
existing driving range perimeter. Mr. Luker added the Agency also plans on
constructing some shallow recovery wells on the property in order to
supplement the reclamation plant's supply during periods when demand
exceeds available wastewater flow;.he indicated this could he accomplished
while the driving range is in use.
s there were no further comments or discussion on this
CW—M!_
t Kieley called for the Board's vote on the earlier motionpproval of a one-year extension of the lease for the City of
olf complex driving range,to expire on September 19,201
mously approved.
14950. President relay asked Mike Riddell to discuss his report on Items for Discussion
the May 15, 2008 annual membership meeting of the State Water
Contractors, the monthly meeting of the Board of Directors of the State SWC Repo
Water Contractors, and the monthly meeting of the State Water Project mayis,2W8
Contractors Authority.
W. Riddell noted the information in his report was somewhat
dated, and stated details of the SWC meeting on June 19, 2008 would be
provided at the Agency's next Board meeting on July 1, 2008.
Highlighting items from the May 15 meeting, Mr. Riddell
Ut IWa A�ig Wud Mwi,MwAu U,I)!pa
7605
F. Thomas Kieley III, PresideiO
Board of Directors—Desert Water Agency
ATTEST
V.Ular&yd Jr., cr ary-Treasurer
Board of Directors—Desert Water Agency
Ikx WO.Ak Cy Ii ld Mm.0 ON I?0%
File Edo Generate Letters Trensactians Reports Maintenance Ouit`
Gell.letters Transadtons I Fetwrts hlarmerlarlce Help Fait Program
. - -Doeumerd A: A5424 J_.__...... Groulp; ADMWgSTRATION - )✓A61tle
-- - I Document
Oesaription;JSM ftt Agreemed INC 017529 Financials
Approval Date: o6N7r7A06 Expire.Bate: I close
(I
Compar* BPSfrf Water Agency XRef.ITROY BIJTZLAFF Paid: 0 gn
CorltacC]— Ptc O ._ Ul:
!. Addrasr. 1200 C .w Autry Trml - Bal: $0.00
Qt]E Petrn Springs $C� Zip: 92264 Country.
1]i
Fa1c ( ) eVoil• Service'InFA.
Insurance stems:lCertifficate and Polities or.OR
Document Tracking Items 10hl dick heading to Sorq
ro m y`v. Nts Tr 4.ing Cre Code Rem Due By Completed" Rmt Adoetl Amt
oslt lrzog7 �Jr IReceNetl Co ac oyTray Bu'hlatr r f! 05f15f200T 0.0310 00
`� ❑ 05f1 fu7007 'JT Receiaed Memd fromagomey appared in Closed yes !t- OSM 512007 0.00 0.OAO -
❑.05MU2007 J' Provided to Troy Bugzaifto pro✓Ide to DYA 11 OEf1012007 D_0000
[jovienoo7 JT FullyexeCotetltoppmf III JOEY1612017 0.000,00
GT
Ft
DESERT WATER AGENCY LETTER OF TRAN$Mrr rAL
1200 GENE AUTRY TRAIL SOUTH
U P.o.BOX 1710
PALMSPRINGS,CA U263-1710 DATE: 10/04/07 W,O,#
(760)323.4971 FAX(760)325.6505
To: City of Palm Springs ATTENTION: Troy ButAgff,Asst.City Manager
P.O. Box 2743 RE: OPTION PROPERTY
Palm Springs, CA 92263.2743
TO WHOM IT MAY CONCERN,WE ARE SENDING YOU:
COPIES DATE NO. DESCRIPTION
1 Recorded Grant Deed-Option Property (CPS to DWA)
THESE ARE TRANSMITTED AS CHECKED BELOW:
❑ For approval ❑ Approved as submit led ❑ Resubmit copies for approvol
21 For your us¢ ❑ Approved cis noted ❑ Submit copies far diSVibutfon
❑ Asrequested ❑ Returned for corrections ❑ Return „ corrected prints
❑ For review and comment ❑ For Recordation ❑
❑ For bids due 20 ❑ Prints returned offer loan to us
REMARKS:
DESERT WATER AGENCY
COPY TO:
J1Jcric0RRE5Pr SIGNED: Janis Tetteuer
Executive Secretary
DOG # 2007-0590401
• Reco'rding Requested By 09/19/20 01f 0@A Fee:NC
Page
e 1 of 8
Recorded in Official Records
First American Tale Company County of Riverside
Larry W. Ward
Riverside Resale Assessor, County Clerk 8 Recorder
RECORDING REQUESTED BY AND 11111111111111111111111111111111111111111111111111111111WHEN RECORDED MAIL TO:
DESERT WATER AGENry $ R I U PAGE SIZE I CA I MISC LONG RFD I COPY
P.O." Box 1710
Palm Springs, CA 9226 3
M A I I, 1 465 426 PCORI NCCR SMF H
Attention: Board Secretary ��✓ I
T CTY UNI
The undersigned declares that this document is exempt from recording ees per
Government Code Section 27383.
(Above Space for Recorder's Use)
The undersigned declares that this transfer is exempt from Document
Transfer Tax per Caverument Code Section 11922. 02r�
GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, CITY OF PALM SPRINGS, a California charter city ("Grantor')
hereby grants to DESERT WATER AGENCY, a California public agency
("Grantee'l, that certain real property located in the Courdy of Riverside, State of
California, described in Exhibit"A" and depicted in Exhibit"B" both attached hereto
and incorporated herein by this reference (the"Property').
THE GRANTS AND RESERVATIONS HEREINABOVE described shall be
subject to all covenants, conditions, restrictions, reservations, rights, rights of way,
easements and other matters of record, apparent or of which Grantee has actual
notice, including but not limited to the utility easements as generally described in
Exhibit"A"to this Deed.
a. The Property is conveyed upon the following terms and
conditions:
(i) The requirement that Grantee accepts the Property "As-
is", in the condition that the property exists as of the date hereof and that Grantee
acknowledges and agrees that no representations by or on behalf of Grantor have
been made to Grantee as to the condition of the property including the suitability of
the Property for any purpose whatsoever. Grantee represents and warrants to
Grantor that Grantee has made its own independent investigation of the Property(or
has had the opportunity to make its own independent investigation and chosen not
to do so and thereby accepts the accompanying risk) and is accepting this Grant
Deed solely on the Grantee's independent investigation of the Property. In addition,
Grantee unconditionally releases Grantor from and against any and all liability to
Grantee, both known and unknown, present and future,for environmental damages
and liability arising out of any violation of environmental rules, regulations or
ordinances, or the presence of hazardous or toxic material on, under or about the
Property, whether or not caused by the negligence of Grantor. Grantee hereby
waives the provisions of California Civil Code Section 1542 which provides: "A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which if
RVPuex+woowa'+srm.t Exhibit 1
known by him or her must have materially affected his or her settlement with the
debtor."
(10 The Property is conveyed subject to and upon the
express condition subsequent that if the Grantee discontinues wastewater
reclamation at its plant, refuses to accept secondary effluent from the City's
Wastewater Reclamation Plan[for a period of twelve (12) consecutive months, or
uses the Property for a purpose not authorized for the Grantee under California law,
Grantor may terminate Grantee's fee simple interest in the Property and shall
repurchase the Property from Grantee at the same price paid by Grantee The
exercise of such power of termination shall occur, and the termination of Grantee's
interest in the Property shall be effective, on the date on which Grantor tenders the
amount of the purchase price to Grantee and records notice of such termination (the
'Termination Notice") in the Official Records of Riverside County in accordance with
the provisions of California Civil Cade Section 885.050, as amended from time to
time. Because this power of termination may become subject to Chapter 5, Title 5,
Part 2, Division li of the California Civil Code (or similar or subsequent laws)
providing for the expiration of-ancient powers of termination, Grantor may do any act
necessary or beneficial to preserve this power of termination, including the
recordation of notices and instruments. If Grantor requests, Grantee shall sign and,
where required, acknowledge further written extensions of time periods under any
applicable law, Including applicable statutes of limitation, providing for the expiration
of powers of termination.
(M) As may be necessary or convenient for the construction
of the facilities contemplated by this Grant Deed, Grantee shall have the right to
enter upon and use the adjoining lands of Grantor, so long as such entry and use
does not interfere with or endanger Grantor's use of such adjoining lands and
Grantee (1) provides Grantor with a least ten days written notice and agrees to
comply with such conditions as the Grantor may reasonably require including, but
not limited to, fimes of operation, screening, dean-up, and restoration of property to
prior condition. For purposes of laying, constructing, reconstructing, inspecting,
maintaining, repairing and using such facilities, Grantee shall have the right to enter
the adjoining property to deposit tools, Implements and other materials thereon and
to make any and all excavations necessary or convenient.
"GRANTOR'
City of Palm Springs,
a California charter city
By �✓ x r
C tTN
xvvusvdarooerurrerzo.+ `� Y�G /�
Exhibit 1
Grantee accepts the grant of Property pursuant to the Grant Deed and agrees to
comply with all covenants and terms set forth herein.
"GRANTEE"
Desert Water Agency
a California public agency
By:
David K. Luker
General Manager-Chief Engineer
RVPUMORMELL1716M.1
Exhibit 1
STATE OF CALIFORNIA j
) Ss
COUNTY OF RIVESIDE )
J. Tefteller
On September 14 2007 before me, a
Notary Public in and for said State, personally appeared
***David K. Luker *************** personally known to me OR
❑proved to me on the basis of satisfactory evidence to be the person(s) whose
nameK 1s1are subscribed to the within instrument and acknowledged to me that
hell ley executed the same in hiaflw d;~authorized capacity.{ies);and that by
his/#rex+f4it signature.(s) on the instrument the person(sror the entity upon behalf of
which the persoriAlacted, executed the instrument_
WITNESS my hand and official seal.
° hl
ignature of plotary
J: Tefteller [Seal]
Commission No. 1511111
Expires 09/02/08
Grant Deed,CPS/DWA 9/12/07 l 4.TEFTELI-eR
I Cammusbnii511111 3
z Notary Public—Cardomia 5
Riverside County
STATE OF CALIFORNIA ) My Comm Exprms Sep 2,2008
)
COUNTY OF RIVERSIDE)
On before the undersigned, a
Notary Public n and for said Sta personally appeared
❑ personally known to me OR
t1 proved to me on the basis of satisfact evidence to be the person(s) whose
name(s) islare subscribed to the wit ' Instrument and acknowledged to me that
helshefthey executed the same 1 rslher/their authorized capacity(ies), and that by
hWherltheir signatures)on t nstrumerlt the person(s) or the entity upon behalf of
which the persons) act xecuted the instrument.
W TNE�S y hand and official seal,
ignature of Notary
[Seal]
RVPUB W FUoDELU716720.1
CERTIFICATE OF ACCEPTANCE
(Government Code Section 27281)
THIS IS TO CERTIFY that the interest in real property conveyed by the Grant Deed
dated September 12, , 2007, from the City of Palm Springs, is hereby
accepted pursuant to the authority granted to the undersigned by Desert Water
Agency Resolution No, 130 , adopted by the Board of Directors on OA 1 artia
and Grantee consents to the recordation thereof by its duly authoraed officer-
D Septembe 14, 2007
t bo a
'
Assistant
Board Secretary
Grant Deed, CPS/DWA 9/12/07
RVP O�H.LVI6RU.1 VaNARI
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California n
County of /� J /
On __Oemb t Q,X07 before me, GtrQ `f• �i1' /V�Iccnf 1•t�r✓1,
Dala r/ /}"� � Nxr"a arW TipvdOK,wr{v.g,'Jv�eDoc 1a1m ,.)
personally appeared �u✓1 lf- (CrauCl ��� %Marti qS�✓l
Cl N=e�&)N signer(e) �
,personally known to me
to be the person(s)whose name(s)iggE subscribed
CYNTHIJAk A.BEflAItDI
01mitComnTHIla1#ibt5e to the within instrument and acknowledged to me that
convm
t{oraryAl>at-cawfonra fje/" he executed the same in Etta/ heiRlio M CM* authorized capacity(les), and that t #s17& eirElpkmraoie,zo10 signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted,
executed the instrument.
WITNESS my/hand and official seal.
PW Natty Snal Ah o
l• SinaWra of NonN Public
OPTIONAL
Though the rntormation below is not required by law,it may prove valuable to persons rofying on the document
and could prevent fraudulent removal and reattachment of this farm to anotherdocumenl.
Description of Attached Document p n I 1 I n 4
Tiffe or Type of Document: G✓r-^+ hefd -�✓ It PlifCc I,dw 'ski ty/ (dtrG�+�rSGQ�o"1 Ir��'�� �0''
Document Date: Number of Pages: 1 10AAllbtGS P
Signer(s)Other Than Named Above:
Capacity(fes) claimed by Signer(s)
Signer's Name' Signer's Name:
❑ Individual ❑ Individual
❑ Corporate Officer—Title)s): ❑ Corporate Officer—Title(s):
• Partner—❑ Limited ❑ General 177 Partner—❑Limited ❑General --
❑ Attorney in Fact
Top m mumb rala ❑ Attorney in Fact Ton or mumb he.Trustee ❑ Trustee
0 Guardian or Conservator ❑ Guardian or Conservator
❑ Other. ❑ Other:
Signer Is Representing: Signer Is Representing:
O2W6Nsaerol NOGry As:pM(Wn•99500e Sofn Ave. P.0.8=2E1)2•Chelewanh CA 91 31 3-24 0 2 ham% 5907 RWrtlarQ0f TP1"iUe1.90W,"Q27
KRIFCE12 49S8I'Ef4ALIr
EXHIBIT "A"
PURCAABE OPTION
PARCEL NO.3
That portion of the northeast quarter of the southeast quarter of the southwest quarter of Section 20,
Township 4 South, Range 5 Cast, San Bernardino Meridian, in the County of Riverside, State of
California,being more particularly described as follows:
COMMENCING at the southeast corner of the northeast quarter of the southeast quarter
of the southwest quarter of said Section 20,said point being on the centerline of Crossley
Road(30-foot half width);
Thence North 89'5946" West, along the south line of the northeast quarter of the
southeast quarter of the Southwest quarter of said Section 20,a distance of 74.00 feet to
the TRUE POINT OF BEGINNING;
n "
Then cc continuing North 89 50'46»West,along the south line of the northeast quarter of II
the southeast quarter of the southwest quarter of said Section 20,a distance of 585.38 feet
to the southwest corner thereof
Thence North 00912'29" West, along the west line of the northeast quarter of the
southeast quarter of the southwest quarter of said Section 20,a distance of 411.22 feet to
the south line of the north 3.75 acres thereof;
Thence South 89054'07" SaA along the south line of said north 3.75 acres,a distance of
629.38 feet to the west right-of-way line of said Crossley Road(30-foot half width);
Thence South 00012'25"East,along said west right-of-way line,a distance of 60.00 feet
to a line parallel with and distant south 50.00 feet as measured at right angles to the south
line of north 3,75 acres;
Thence North 89*507"West,along said parallel line,a distance of 44.00 Feet to a line
parallel with and distant 74.00 feet west as rnaasured at right angles to the centerline of
said Crossley koad;
Thenoe South 00012'25" Fast, along said parallel line, a distaoce of 351.79 feet to the
TRUE POINT OF BEGINNING.
p
Contains 5.59 sores,more or less, UND�� 0x A
See Exhibit'B'attached hereto and made a part hereof. L8.4741
(F(L6� � O Sfli�ate*
Mgyp/tgn, 14gP
LEQALA01-52PI&A(6114rle0a)
Page 1 of 1
o
--30'
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z
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SCALE: i"�200' /N/ N89'54'D7"W
z YzNE1/4, SEi/4, SW1�4 � 4�•Do'
SEC. 20' N '
T.4S., R/,SE.,/SBM ; o I'I o
74'
555.38'/ 30'
N89'50'46"W
SDM UNE NEl/4, SEt/4, SW1/4 T.P.O.B. P.O.C.
n_ 59 74,00' SE1J4. SW114,
/`D r
Io
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" LS.4741 '
. oil
OF p�1.\F p
1920 2!I0
3029 2 yS.4�7�� •!r
DESERT WATER AGENCY rr
r>•vn>2r ....>..,... RECLAMATION FACILITIES
ri M uww*.wL•tea.,a Oral.954-w- m PURCHASE OPTION PARCEL N0. 3
i
SC L--M D=jg a oe mawa BT•M Q=M erg v.4.: m_aa ie ET 1 4F k
Y'HJ /Y�
City of Palm Springs
i Office of the City Manager
3200 Tahywa Canyon Way•P.J.spnq.,GJ,Fomia 92262
TEL(760)323-8201 •PAX:060)323.8207 -'I DD (760)864-027
September 4, 2007
Ami Ritter, Escrow Officer VIA HAND DELIVERY
First American Title Company
250 E. Palm Canyon Drive
Palm Springs, CA 92262
Re: APN#680-180-022-7, Palm Springs, CA 92254
Dear Ms. Ritter,
Enclosed per your instructions please find executed copies of the following documents:
• Estimated Settlement Statement;
• Closing Instructions;
• Escrow Instructions;
• Grant Deed; and
• Lease Agreement—Triple Net.
Please be advised that since this real estate transaction is between two public agencies the
following documents are not applicable and will not be provided.
• 1099S Input and Certifications;
• Seller Certification under FIRPTA;
• Seller Information Request; and
• California Real Estate Withholding Certificate & Instructions (593C) and (59313).
Thank you for your understanding and patience in waiting for these documents. If you have
any questions regarding the aforementioned documents or need further clarification
concerning the public agency exemption to certain documents, please contact me.
Sincerely,
oy 13utzla
is ant City M ager
Enclosures—As Stated
cc: Dave Luker, General Manager, Desert Water Agency
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Post Office Box 2743 0 Palm Springs, California 92263-2743
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Pirstrtmed= Title Company
SG 250 B Palm Crayon Drive•Palm SPuass,CA 92264 III
Seller's Estimated Settlement Statement
Property: Vacant Land APN#680-180-022-7,Palm Springs,CA File No: RPS-2741232
92264 Officer: Am Ritter/AR
New Loan No:
Settlement Date;
Disbursement Date:
Print Date: 6/52007,1:46 PM
Boyer: Desert Water Agency '.
Address: 1200 Gene Autry Trail,Palm Sptmgs,CA 92264
Seller: City of Palm Springs
Address: 3200 Fast Tah aia Can on Way,Palm S rin ,CA 92262
Charge Descri tiort SellBd bha' c'•" 'Seller'Credit
Cossidernmon:
Taml Coavdon " 07,df DO
c-1.aTe)(Tr4m)Seller )a7,4f0A0
Touts 307,450.00 307,46000
SELLER(S):
City Of Palm Spnngs
By. Bg,David H,Ready, ager III
By. Attest,James Thompson,City Clerk
13y:Appmv as to form:,
' re'oo'dancll,
Pare A of l
i T
FirstAmencan 7tie Company
250E Pa/m Canyon Drive, Palm Springs, CA 92264
(760)3.18-71170 Fax- (866)743-9647
ESCROW INSTRUCTIONS
TO: First American Title Company ("First American") Date: June 05,2007
Attn: Ami Ritter (Escrow Officer) File No.: RPS-2741232(AR)
Property: Vacant Land APN#650-180-022-7 Palm Springs,CA 92262
This escrow has been opened pursuant to that certain real estate purchase agreement entitled "Settlement
Agreement" dated as of April 15, 2007 ("Purchase Agreement") by and between City of Palm
Springs("Seller") and Desert Water Agency("Buyer") with regard to that certain real property commonly
described as Vacant Land APN#680-180-022-7, in the City of Palm Springs, County of Riverside, State
of California("State") as further legally described on Exhibit 'A' attached hereto and incorporated herein by
reference (the"Real Property"). The terms and conditions of the Purchase Agreement are incorporated herein by
reference. First American has been requested to act as escrow agent for the Buyer and Seller(jointly referred to
as the"Parties"and individually as a "Party under the Purchase Agreement.
First American is willing to act as escrow agent ("Escrow Agent") for the parties pursuant to the Purchase
Agreement subject to the following terms and conditions.
1. Obligations of Escrow Agent: Escrow Agent shall be responsible only for the applicable portions
of Purchase Agreement dealing with financing, escrow, allocation of costs, tide and vesting,
proration, property taxes, title Insurance, delivery of documents and Seller's assignment of
proceeds to pay the broker commission, if any.
For Sale By Owner: You have entered into this transaction without engaging the services of a Real Estate
Broker to assist you. It will be your sole responsibility to make sure that you comply with all legal rules that
govern the transfer of real property. Further, you understand and acknowledge that First American Title
Company is the Escrow Holder in this transaction. An Escrow Holder is not a substitute for a Real Estate Agent.
As Escrow Holder, we are not able to provide you with any legal advice. If you have questions concerning your
legal responsibilities or do not know what they are, WE URGE YOU TO SEEK THE ADVICE of AN ATTORNEY
AND/OR REAL ESTATE BROKER.
These escrow Instructions represent the only written agreement between Buyer and Seller. The dubes of the
Escrow Holder are limited solely to the specific provisions in these escrow instructions.
2. Satisfaction of Executory Terms: Pursuant to the Purchase Agreement, the consummation of
the escrow is subject to satisfaction of certain executory terms and provisions which are not the
responsibility of Escrow Agent. The Parties shall be solely responsible for determining such
satisfaction and shall notify Escrow Agent ,n writing in a form reasonably satisfactory to Escrow
Agent when such executory terms have been fully satisfied or are otherwise waived. Escrow Agent's
receipt of such written acknowledgment shall constitute a direction to Escrow Agent to dose the
Escrow.
Page 1 of 4
M1
e
First American Title Company File Na.:RPS-2741232(AR)
3, General Provisions: Escrow Agents duties and responsibilities in this escrow are subject to the
General Provisions. To the extent that the Purchase Agreement Is inconsistent with the General
Provisions, the terms of the General Provisions shall control as to Escrow Agents rights, duties and
responsibilities.
4. Clarification of Purchase Agreement Terms:
(a) Sales Price: The sales price of the Real Property Is $307,450.00
(b) Close of Escrow: Close of escrow shall occur on as soon as possible.
ClosingFunds: F se Funds to do w must e escrow b received In a form sufficient to satisfy applicable goad funds
laws of the State. All funds in excess of$100,000 must be wire transferred to Escrow Agent.
Requirements for Interest Bearing Accounts: In the event that Escrow Agent is requested to deposit funds
in an Interest-bearing account, Escrow Agent shall not be obligated to open such account uobl Escrow Agent has
received an executed Form W-9 with appropriate taxpayer Information from the Party to whose benefit the
interest will accrue. The Parties acknowledge receipt of a form entitled "Notice of Opportunity to Earn Interest"
delivered concurrently with this Escrow Instruction. The Parties acknowledge that Escrow Agent shall be entitled
to a fee of$50,00 for opening any interest bearing account.
Funds Held Fee: If the event that funds remain in escrow for any reason more than 9D days after the close of
escrow, or if escrow has not closed 90 days after the estimated dosing date set forth in the existing escrow
instructions to Escrow Holder ("Dormancy Period"), Escrow Holder will make reasonable efforts to notify the
parties regarding same. If funds remain in escrow beyond die Dormancy Period, a monthly "funds held fee"
of$25.00 shall accrue for each month or fraction of a month thereafter that the funds, or any portion thereof,
remain in escrow. Escrow Holder is Instructed to deduct the monthly funds held fee directly from the funds held
in escrow on a monthly or other periodic basis (i.e. quarterly, semi-annually, etc.). The parties agree to pay
these sums to compensate Escrow Holder for administering, monitoring, accounting, reminders and other
notifications and processing of the funds so held in accordance with this provision.
Prior Release of Costs: From fwids on deposit by the Buyer herein, all parties authorize Escrow
Holder to release funds for Homeowner/Leaschold/Proprictary Association, document/financial fees,
and/or Beneficiary demand fees as billed in advance by said parties. Escrow I-loider shall be held
harmless as to the release of funds and Buyer acknowledges that funds so released as specified
hereinabove are non-refundable. Escrow Holder is authorized and directed to cbar�-e the account of the
applicable party in accordance with the terms and provisions contained in the Purchase Agreement
and/or these Instructions at close of escrow for said costs released.
Document/Funds Delivery: After close of escrow, all documents, funds and statements are to be sent to the
undersigned at the addresses provided to Escrow Agent.
Escrow Fees: Escrow Agent shall allocate fees and costs between the Parties in accordance with the Purchase
Agreement, The Parties understand that in the event of cancellation of this Escrow, Escrow Agent shall be
entitled to a cancellation fee and reimbursement of any direct costs incurred at the request of a Party.
SELLER:
Page 2 of 4
;i
First American Title Company File No.:RPS•2741232 CAR)
Cily of Palm Springs
By: x: David H. Ready, Ci anager
By: Attest:, James Thompson, City Clerk
By: Approved as to form:,
ncil,
6— -r!C�l a
BUYER:
Desert Water Agency
By: By:,Authorized Signer
By: Attest:,Authorized Signer
By: Approved as to form:,Authorized
Signer
P89e 3 of 4
I
First American Title Company File No—RPS-2741232(AR)
EXHIBIT 'A'
THE SOUTHERLY 12.5 ACRES OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF THE
SOUTHWEST QUARTER OF SECTION 20,TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN
BERNARDINO BASE AND MERIDIAN,ACCORDING TO THE OFFICIAL PLAT THEREOF;
EXCEPTING THEREFROM THAT PORTION LYING WITHIN THE NORTHWEST QUARTER OF
THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 20.
Page 4 of 4
�yT Aa1 Y.A!
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FirstAmerican title Company
250 E. Palm Canyon Drive, Palm Springs, CA 92264
Phone - (76O)318-7.17O Fax- (866)743-9647
SALE CLOSYNG ESCROW INSTRUCTIONS
To: Frst American Title Company File No.: RPS-2741232(AR)
Ami Ritter,Escrow Officer Date: June 05, 2007
Estimated posing Date: March 30, 2007
Re: Vacant Land APN#680-180-022-7, Palm Springs,CA 92264("Property")
Desert Water Agency("Buyer")
The undersigned hand you funds and documents required to close escrow,and instruct you to do so under the
following terms and conditions, upon receipt of all such funds and documents, and when you are in a position to
issue a title insurance policy as described below.
Final Approvals: Buyer and Seller acknowledge that all conditions precedent have been released,approved
and/or waived and Escrow Holder is instructed to proceed to close this escrow.
Vesting' Buyer directs that title to the Property be vested as follows:
Desert Water Agency
Grant Deed: Escrow Holder is instructed to complete Grant Deed over Seller's signature, if necessary, to comply
vwth Buyer's written vesting instructions.
Title Approval: Buyer acknowledges that the Policy of Title Insurance for the Property will be subject to the
following without]Imitation:
1. All general and spedal taxes,assessments and/or bonds not delinquent.
Estimated Settlement Statement: Upon Close of Escrow, Escrow Holder is instructed to disburse In
accordance with the executed "Estimated Settlement Statement"without further instruction from the parties
hereto.
Escrow not responsible for payment of bills: The undersigned acknowledge that any charges for work or
inspections on the property are solely the responsibility of the parties to this escrow. Escrow Holder will not be
responsible for payment of or collection of payment from parties to this escrow for any bills submitted to escrow
other than those that have been approved for payment on the Buyer's, Seller's and Borrower's settlement
statements. If bills are submitted by Seller, Buyer or their agents after the settlement statements have been
approved,they will be charged to the respective party as verbally instructed by the submitting party.
Prorations: All proration for the Property are to be handled in escrow as reflected on the"Estimated
Settlement Statement." The parties understand and agree that(1)Escrow Holder will not prorate municipal
utilities,and(2)the transfer of the utilities must be handled by the parties outside of escrow.
Page 1 of 4
First American Tithe Company Fle NO.:RPS-2741232(AR)
Warranty Regarding Encumbrances: The undersigned warrant and guarantee that there are no outstanding
liens or Deeds of Trust or Mortgages affecting the property, other than those shown on the preliminary report
described herein. Initials
funds Held Fee: In the event funds remain in escrow for any reason more than 90 days after the Close of
Escrow, or If escrow has not closed 90 days after the estimated closing date set forth in the existing escrow
instructions to Escrow Holder ("Dormancy period"), Escrow Holder will make reasonable efforts to notify the
parties regarding same. If funds remain in escrow beyond the Dormancy Period, a monthly "funds held fee"
of$25.00 shall accrue far each month or fraction of a month thereafter that the funds, or any portion thereof,
remain in escrow. Escrow Holder is instructed to deduct the monthly funds held fee directly from the funds held
in escrow on a monthly or other periodic basis (i.e. quarterly, semi-annually, etc.). The parties agree to pay
these sums to compensate Escrow Holder for administering, monitoring, accounting, reminders and other
notifications and processing of the funds so held in accordance with this provision.
Document/Funds Delivery: After Close of Escrow,all documents,funds and statements are to be sent to the
undersigned at the addresses provided to Escrow Holder.
Escrow General Provisions: The parties acknowledge receipt of the Escrow General Provisions which
are Incorporated herein by reference.
i
Page ton 4
First American Title Company File No.:RPS-274%232(AR)
SELLER:
City of Palm Springs
By:�q:, David H. heady, I y Manager
By-, Attest:, James Thompson, City Clerk
By: Approved as to form:,
until,
Please indicate your forwarding address and phone number:
Phone:
Page 3 of 4
L
First American Title company File No.:RPS-2741232(AR)
MYER:
Desert Water Agency
By: By,,, Authorized Signer
By: Attest:, Authorized Signer
By_ Approved as to form:,Authorized
Signer
Please indicate your forwarding address and phone number:
Phone:
Page 4 of 4
r,
q' �yt �Af F-X1
FirstAmerican Title Company
250 E, Palm Canyon Prlve, Palm Springs, c4 92264
Phone - (760)318-7170 Fax-(866)743-9647
AMENDED/SUPPLEMENTAL ESCROW INSTRUCTIONS
To: First American Title Company June 18, 2007
File No: PPS-2741232(AR)
Re: Vacant Land APN#680-180-a22-7, Palm Springs, CA 92264
The above referenced escrow is hereby modified in the following particulars only:
Escrow Holder is authorized to issue a ALTA Owner w/Reg.Exc 10-17-92 1402.92 form policy of tide insurance
with title company's exceptions, having a (lability amount of at least the amount of the total
consideration covering the following described property situated In the Crty of Palm Springs, County of Riverside,
State of California:
ALL OTHER TERMS AND CONDIITONS OF THIS ESCROW WILL REMAIN THE SAME.
City of Palm Spnngs
By: Jr David H. Re ty Manager
By: Attest:, James Thompson, City Clerk i
By: Approved as to form:,
Page 1 of 2
i First American Tips Company File No,;RPS-2741232(AA)
Desert Water Agency
By: By:, Authorized Signer
By: Attest:,Authorized Signer
By: Approved as to form:, Authorized
Signer
Page 2 of 2
. r+
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO;
DESERT WATER AGENCY
Attention: Board Secretary
The undersigned declares that this document is exempt from recording fees per
Government Code Section 27383.
(Above Space for Recorder's Use)
GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, CITY OF PALM SPRINGS, a California charter city ("Grantor")
hereby grants to DESERT WATER AGENCY, a California public agency
("Grantee's, that certain real property located in the County of Riverside, State of
California, described in Exhibit "A" and depicted in Exhibit"B" both attached hereto
and incorporated herein by this reference (the"Property').
THE GRANTS AND RESERVATIONS HEREINABOVE described shall be
subject to all covenants, conditions, restrictions, reservations, rights, rights of way,
easements and other matters of record, apparent or of which Grantee has actual
notice, including but not limited to the utility easements as generally described in
Exhibit"A"to this Deed.
a. The Property is conveyed upon the following terms and
conditions:
(i) The requirement that Grantee accepts the Property "As-
Is", in the condition that the Property exists as of the date hereof and that Grantee
acknowledges and agrees that no representations by or on behalf of Grantor have
been made to Grantee as to the condition of the property including the suitability of
the Property for any purpose whatsoever. Grantee represents and warrants to
Grantor that Grantee has made its own independent investigation of the Property(or
has had the opportunity to make its own independent investigation and chosen not
to do so and thereby accepts the accompanying risk) and is accepting this Grant
Deed solely on the Grantee's independent investigation of the Property. In addition,
Grantee unconditionally releases Grantor from and against any and all liability to
Grantee, both known and unknown, present and future, for environmental damages
and liability arising out of any violation of environmental rules, regulations or
ordinances, or the presence of hazardous or toxic material on, under or about the
Property, whether or not caused by the negligence of Grantor. Grantee hereby
waives the provisions of California Civil Code Section 1542 which provides. "A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which if
OPUBURIDDEW716720 1
Exhibit 1
known by him or her must have materially affected his or her settlement with the
debtor."
(ii) The Property is conveyed subject to and upon the
express condition subsequent that if the Grantee discontinues wastewater
reclamation at its plant, refuses to accept secondary effluent from the City's
Wastewater Reclamation Plant for a period of twelve (12) consecutive months, or
uses the Property for a purpose not authorized for the Grantee under California law,
Grantor may terminate Grantee's fee simple interest in the Property and shall
repurchase the Property from Grantee at the same price paid by Grantee The
exercise of such power of termination shall occur, and the termination of Grantee's
Interest in the Property shall be effective, on the date on which Grantor tenders the
amount of the purchase price to Grantee and records notice of such termination (the
'Termination Notice") in the Official Records of Riverside County in accordance with
the provisions of California Civil Code Section 885.050, as amended from time to
time_ Because this power of termination may become subject to Chapter 5, Title 5,
Part 2, Division II of the California Civil Code (or similar or subsequent laws)
providing for the expiration of.ancfent powers of termination, Grantor may do any act
necessary or beneficial to preserve this power of termination, including the
recordation of notices and instruments. If Grantor requests, Grantee shalt sign and,
where required, acknowledge further written extensions of time periods under any
applicable law, including applicable statutes of limitation, providing for the expiration
of powers of termination.
(III) As may be necessary or convenient for the construction
of the facilities contemplated by this Grant Deed, Grantee shall have the right to
enter upon and use the adjoining lands of Grantor, so long as such entry and use
does not interfere with or endanger Grantor's use of such adjoining lands and
Grantee (1) provides Grantor with a least ten days written notice and agrees to
comply with such conditions as the Grantor may reasonably require including, but
not limited to, times of operation, screening, clean-up, and restoration of property to
prior condition. For purposes of laying, constructing, reconstructing, inspecting,
maintaining, repairing and using such facilities, Grantee shall have the right to enter
the adjoining property to deposit tools, implements and other materials thereon and
to make any and all excavations necessary or convenient.
"GRANTOR"
City of Palm Springs,
a California charter city
By
Kr
avauavmvoneui�reraa.s /J/
Exhibit 1 A
Grantee accepts the grant of Property pursuant to the Grant Deed and agrees to
comply with all covenants and terms set forth herein.
"GRANTEE"
Desert Water Agency
a California ubllc agency
p
By:
RVPUB'MIDDEW716720.1
Exhibit 1
STATE OF CALIFORNIA )
) ss
COUNTY OF RIVESIDE )
On before me, the undersigned, a
Notary Public in and for said State, personally appeared
, ❑personally known to me OR
El proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) Ware subscribed to the within Instrument and acknowledged to me that
he/she/tttey executed the same In his/her/their authorized capacity(ies), and that by
hislher/their signatures) on the instrument the person(s) or the entity upon behaff of
which the person(s)acted, executed the instrument.
WITNESS my hand and official seal.
Signature of Notary
(Seal]
STATE OF I CALiFORN A )
) ss
COUNTY OF RIVERSIDE)
On before me, the undersigned, a
Notary Public in and for said State, personally appeared
❑ personally known to me OR
C] proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
helshelthey executed the same in his/her/their authorized capacity(ies), and that by
hislberttheir signature(s) on the instrument the persons) or the entity upon behalf of
which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature of Notary
[Seal]
RVPUBMIDDELL171672D.1
CERTIFICATE OF ACCEPTANCE
(Government Code Section 27281)
THIS IS TO CERTIFY that the interest in real property conveyed by the Grant Deed
dated 2007, from the City of Palm Springs, is hereby
accepted pursuant to the authority granted to the undersigned by Desert Water
Agency Resolution No. , adopted by the Board of Directors on
and Grantee consents to the recordation thereof by its duly authorized officer_
Dated:
Board Secretary
Rv ISWRrooerUv167MA
K wEGEP- (STEWAI2T
EXHIBIT "A"
PURCHASE OPTION
PARCEL NO.3
That portion of the northeast quarter of the southeast quarter of the southwest quarter of Section 20,
Township 4 South, Range 5 East, San Bernardino Meridian, in the County of Riverside, State of
California,being more particularly described as follows;
CONIMENCING at the southeast cornor of the northeast quarter of the southeast quarter
of the southwest quarter of said Section 20,said point being on the centerline of Crossley
Road(30-foot half width);
Thence North 89°50'46" West, along the south line of the northeast quarter of the
southeast quarter of the southwest quarter of said Section 20,a distance of 74,00 feet to
the TRUE POINT OF BEGINNING;
Thence continuing North 89"50'46"West,along the south line of the northeast quarter of
the southeast quarter of the southwest quarter of said Section 20,a distance of 585.38 fact
to the southwest corner thereof;
Thence North 00°12`29" Wast, along the west line of the northeast quarter of the
southeast quarter of the southwest quarter of said Section 20,a distance of 411.22 feet to
the south line of the north 135 acres thereof;
Thence South 89°54'07" East along the south line of said north 3.75 acres,a distance of
629.38 feel to the west right-of-way line of said Crossley Road(30-foot halfwidth);
Thence South 009275" East, along said west right-0f=way lina,a distance of 60.00 feet
to a line parallel with and distant south 50.00 feet as measured at right angles to the south
line of north 3.75 acres;
Thence North 89"54'07" West, along said parallel line, a distance or44.00 feet to a line
parallel with and distant 74.00 feet west as measured at right angles to the centerline of
said Crossley Road;
Thence South 00°12'25" Eas; along said parallel line, a distance of 351.79 feet to the
TRUE POINT OF BEGINNING.
1AND
Contains 5.59 acres,more or less.
See Exhibit S'attached hereto and trade a part hereof, u- L5.4741 `r
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LEf"01.52PI&A(6/142066)
Page 1 of I
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SE COR. NEI/4.
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Yuttcrat DESERT WATER AGENCY �
81mrzs I........... RECLAMATION FACILITIES
sea up "a w .iwto-, A n� •4q 6Ni900 PURCHASE OPTION PARCEL NO. 3
0 9f.`AT� t'�aon' 11►TE:90 SA OB DRA71M HY� CIS BY:PAE x,p:S —62.19 .� I OP 1
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U N
CITY OF PALM SPRINGS
q��FORN`
EXTERIOR PROPERTY OWNER/TENANT IMPROVEMENT GRANTS
GREEN EXTERIOR IMPROVEMENT AGREEMENT
THIS GREEN EXTERIOR IMPROVEMENT AGREEMENT (the "Agreement") is made
and entered into this�day of J s 1 2013, by and between the City of Palm
Springs, ("City"), and the r rtK hIF s ,,- ter a
' � f�ron.—« �,Y ("Owner"). Collectively the City and Owner are
referred to a the Parties.
RECITALS
A. City has established an Exterior Property Owner/Tenant Improvement Grant
program for businesses within the City limits of the City of Palm Springs
excluding the Downtown and Uptown Business Improvement District Area and
certain neighboring redevelopment project areas, shown in the attached Exhibit
"A", excluded area map.
B. Owner is the owner of a real propert busines, (circle one) located within the
eligible area at y IQ <� Un: Palm Springs,
("Property"), rwise known as
(building or usine ).
C. Owner has applied for a Grant in the amount of $ to make
exterior improvements to the Property as described in Exhibit "B," Scope of
Work.
D. Owner has received all necessary approvals from the City's Planning, Building or
Engineering Departments, which are shown in Exhibit "C", Evidence of Approval.
E. The City has reviewed the application, the evidence of financial participation by
Owner, the location of the Property, and the approvals, and has approved the
Grant Application.
NOW, THEREFORE, in consideration of the recitals, promises and mutual
agreements contained herein, City agrees to grant to Owner the amount of
�.2 41 , 33 and Owner agrees to undertake the approved improvements, under
the following terms and conditions:
AGREEMENT
1 . Property Ownership/Right to Undertake Work. Owner represents that it is
the Owner of the Property or holds Tenancy in the Property which entitles it
to undertake exterior physical improvements to the Property.
2. Schedule. The Parties agree that all exterior improvements shall be completed
within a days of the date of this Agreement.
3. Contractor. The Parties agree that Owner has sole responsibility for
choosing and hiring the contractor, which shall be shown in Exhibit "D",
Contractor/Vendor Agreements, and the acceptance of the material used and
the work performed is Owner's responsibility, and the City is not a party to any
agreement with the vendor or contractor and does not guarantee the quality of
workmanship of the property improvements, nor have any liability whatsoever
therefor.
4. Design Approval and Permits. The Parties agree that Owner has sole
responsibility for obtaining design approval and evidence of required permit
approvals from the City of Palm Springs as shown in Exhibit C, and ensuring the
compliance with those permits.
5. Grant Limitations. The City shall provide a Grant of up to $2,000. The Grant
shall be in the amount of the actual approved expenditure for the improvement
described in Exhibit B consistent with the provisions of the Green Fagade
Improvement Program as adopted by City Council.
6. Evidence of Completion. The Parties agree that the City will release the Grant
funds upon the completion of the work by the Owner or his contractor to the
City's satisfaction. Evidence of completion shall include but is not limited to:
photographs of the finished work; a final inspection by a representative of the
City of Palm Springs; and, a copy of the final invoice for the work completed and
proof of payment to the contractor.
7. Release of Liens. The Parties Agree that the Owner is responsible for obtaining
the release of any Mechanics Liens or other liens placed upon Owner's property
by any contractor or subcontractor hired under this program.
8. Maintenance. Applicant and owner agrees and covenants that, after the City
issues its Certificate of Completion, Owner shall be responsible for maintenance
of all improvements that may exist at the Property from time to time, including
without limitation buildings, parking lots, lighting, signs, and walls in first-class
condition and repair, and shall keep the Property free from any accumulation of
750172.1
debris or waste materials. Owner shall also maintain all landscaping required
pursuant to Property's approved landscaping plan, if any, in a healthy condition,
including replacement of any dead or diseased plants with plants of a maturity
similar to those being replaced. Owner hereby waives any notice, public hearing,
and other requirements of the public nuisance laws and ordinances of the City
that would otherwise apply. The City has the option to give a warning for non-
maintenance and may provide maintenance of the owner fails to meet City
standards or requirements to avoid nuisance property issues. If City
maintenance is required the owner acknowledges that responsibility for fees
associated with such service. The owner agrees to assume maintenance of the
property should the tenant lease end.
9. Covenant Against Discrimination. Owner covenants that, by and for itself, its
heirs, executors, assigns, and all persons claiming under or through them, that
there shall be no discrimination or segregation in the performance of or in
connection with this Agreement regarding any person or group of persons on
account of race, color, creed, religion, sex, marital status, disability, sexual
orientation, national origin, or ancestry.
10. Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by United States Postal
Service, pre-paid, first-class mail to the address set forth below. Either party
may change its address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated seventy-two (72) hours from the
time of mailing if mailed as provided in this Section.
To City: City of Palm Springs
Attention: Green Exterior Improvement
Administrator
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Owner:
I UJ R
Palm Springs, CA 312L2
11. Integrated Agreement. This Agreement contains all of the agreements of the
parties and cannot be amended or modified except by mutual consent of the
parties by an instrument in writing.
12. Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing.
13. Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared
750172.1
invalid or unenforceable by valid judgment or decree of a court of competent
jurisdiction, such invalidity or unenforceability shall not affect any of the
remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement, which shall be interpreted to carry out the intent of the parties
hereunder.
14. Indemnification. Owner shall indemnify and hold harmless, the City, the City
Council, its officers, agents, employees and independent contractors free and
harmless from any liability whatsoever based and asserted upon any act or
omission of the City for property damage, bodily injury, or death or any other
element of damage of any kind or nature, relating to or in any way connected
with Owner's participation in the Program.
15. Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf
of said parties and that by so executing this Agreement the parties hereto are
formally bound to the provisions of this Agreement. Owner certifies that the
above statements are true and accurate to the best of Owner's belief. Failure
to meet any of the terms of this Agreement shall result in the forfeiture of
any Grant funds from the City for this program.
16. Exhibits. Each exhibit referenced in this document shall be attached hereto
and incorporated as part of this Agreement.
[SIGNATURES ON THE FOLLOWING PAGE]
750172.1
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
City almnt r()-
Date: By:
City of P Im Springs YYI . (1 t(Cltc�
Date: 1T o•�3 By
David H. Ready,
City Manager
ATTEST: APPROVED AS TO FORM:
J/ 444�
,,�9mes Thompson Douglas C. Holland
City Clerk City Attorney
"OWNER"
Date: 7f g�i� By : Ls�a1C\ � —
( t� C kj- % c&1tr
Date:
APPROVED BY CITY COUNCIL
2 .-\\C4 'Mel\ C'.b#1
750172.1
EXHIBIT "A"
MAP
7501 72.1
• GREEN FACADE TMPRONTMEidT
C yrg Fi M s cr x PROGRAM(GFTP)
GRANT BOUNDARIES:
.c ion a All Properties located within the M-t and
o M lM-IP boundaries of the City of Palau
t 16TSprings are ELIGIBLE. Businesses
located in the Busmess Improcenrent
a _ , District area, defined as all businesses on
Palm Canyon Drive,north of Racoon Road
Is and s of Tac3Lxmh Drive slang both
" 4 Y N t sides of the street Taman Canyon Dntir,
north of Raman Road and south of Alejo
Road along both sides the street; Belarda
_ Road., north of Ramon Road and south of
Alejo Road on both sib of the sheet;
t v, Museum Dyne on both sides of the street;
•4 Tahgintz Canyon Way west of Indian
Canyon Drive on both sides of the street;
12 Plaza; Andreas Plaza, Amado Road,
Arenas Road and Bansto Road firm
_- Ind=Canyosi Dnxe west to Belardo Road
on both sides of the street are NOT
ELIGIBLE.
77
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i >i w �}�i� 3bJ���7iGTis�: Li t• . � � �"
y i
lV!
i
EXHIBIT "B"
SCOPE OF WORK
y�,s Eu U LED
rigs U L e D WU-A "s p -tAr
r CcCCe . Atid set
750172.1
����(� a� �ro� i ti -�-- S, ��a �
`�
i
EXHIBIT "C"
EVIDENCE OF APPROVAL
(PLANNING, BUILDING, ENGINEERING DEPARTMENT)
750172.1
°IlkQA�MSA� City of Palm Springs
� �2
� c+
Community and Economic Development Department
* * 3200 E.Tahquitz Canyon Way • Palm Springs, CaIiCornia 92262
TEL: (760)323-8259 ' PAR(760)322-8325 • 'YDD(760)864-9527
C A ORAL EO
.Q � Q,mmumry Redevelopmcnc Agency • Commwury Develapmenr Block Grant
�IFOR T)evdopmenr • Economic0evelopmcoc • Hoasing • Public Art
July 1, 2013
The Troubleshooter
410 San Rafael Rd. Unit A
Palm Springs, CA 92262
Attention: Shannon Estrin
RE: Green Exterior Improvement Program
The Troubleshooter
410 San Rafael Rd. Unit A
Dear Shannon:
The City of Palm Springs has received your application for an ownerltenant grant under
the Green Ex
terior Improvement Program. Based on your application, you are eligible
for a reimbursement of$1,241.33 from the City following completion of the work.
The next step is for you to enter into a reimbursement agreement with the City. As soon
as the Agreement is signed, you may authorize your contractor to do the work, and when
work is complete, submit proof of payment to the City for reimbursement.
If you have any questions or require further assistance, don't hesitate to contact me at
323-8260 or by email at Diana.shay(o)palmsorinos-ca aov.
Sincerely,
li�
Diana Shay, Redevelopment Coordinator
P.S. Don't forget to take some digital before and after photos and email them to usll
cc: Michele Mician, Manager of the Office of Sustainability
Post Office Box 2743 0 Palm Springs, California 92263-2743
EXHIBIT "D"
CONTRACTOR/VENDOR AGREEMENT
750172.1
Date: July. 25, 2012 A/�1
To: Wayne Holland CMIC
:Q
Re: Trouble Shooter Making Power Passitrie
#3235R2
Proposal
Provide and install all necessary materials, equipment and labor to complete the following electrical work. Price is
based on walk thru and information provided by Wayne Holland.
Price to include:
1) Provide and install New LED signage light fixtures to each building
2) Provide and install New LED sconce light fixtures at exterior of each Entry to building
3) Provide and install New LED wall pack fixtures to exterior of buildings for accent and safety
NOTE: All fixture are being install at existing fixture outlets and bases only
TOTAL: $ 1,862.00
Price not to include:
1) Permits, licenses and fees if any , i i `•
2) Any necessary patch work
3) Any changes to above-mentioned Scope of Work
Please do not hesitate to call should you have any questions.
Sincerely,
Cockrell Electric, Inc Accepted:;
Ricardo Valle Date:
Estimator
590 Oleander Road
Palm Springs,California 92264-1504
760)864-6233 FAX(760)864-6235
Electrical Contractors C-10#725720