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Cq</FORN�P CITY COUNCIL STAFF REPORT
DATE: MAY 6, 2015 CONSENT CALENDAR
SUBJECT: APPROVE NON-BINDING MEMORANDUM OF AGREEMENT WITH
THE ALUMINAIRE HOUSE FOUNDATION FOR THE PURPOSE OF
NEGOTIATING A LEASE OF CITY PROPERTY TO THE ALUMINAIRE
HOUSE FOUNDATION FOR USE AS THE SITE OF THE ALUMINAIRE
HOUSE.
FROM: David H. Ready, City Manager
BY: Douglas Holland, City Attorney
SUMMARY
The proposed Memorandum of Understanding will authorize staff to negotiate a lease
between the Aluminaire House Foundation for the installation and operation of the
Aluminaire House on the city owned lot within Downtown Palm Springs development
project adjacent to the recently approved Marriott AC Hotel. The Aluminaire House is a
Albert Fry designed House, constructed in 1931. It is contemplated that the lease
payment will be $1.00 per year.
RECOMMENDATION:
Approve the non-binding memorandum of agreement with the Aluminaire house
Foundation for the purpose of negotiating a lease of city property to the Aluminiare
Foundation for use as the site of the Aluminaire House and authorize the City Manager
to execute the memorandum of understanding on behalf of the City.
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Dougla olland, City Attorney David H. Ready, City er
Attachment:
Non-Binding Memorandum of Understanding
ITEM NO. Z. �.
NON-BINDING MEMORANDUM OF AGREEMENT
(The City of Palm Springs—Parcel 9)
This Non-Binding Memorandum of Understanding ("MOU") is entered into as of
, 2014, between the City of Palm Springs, a California municipal corporation
("City") and Aluminaire House Foundation, Inc. a New York corporation ("Aluminaire"). The
City and Aluminaire are sometimes referred to in this MOU as a "Party" and, collectively, as the
"Parties".
RECITALS
This MOU is made with respect to the following facts:
A. Aluminaire is a not-for-profit corporation incorporated under the laws of the State
of New York and is a legal owner of the Aluminaire House, which is currently located in the
State of New York. Aluminaire intends to transport, assemble and provide a permanent location
and ongoing maintenance of the Aluminaire House in the City of Palm Springs, all at the cost of
Aluminaire. Aluminaire has been determined to be tax exempt for federal tax purposes and is
presently processing a tax exemption with the State of California. Upon receipt of its California
tax exemption, four California residents will be appointed to the Aluminaire Board of Directors.
B. The City owns real property located on the east side of Museum Drive, north of
Tahquitz Canyon Way, which land is commonly known as "Parcel 9" ("Parcel 9").
C. Aluminaire and the City are presently in good faith discussions regarding a long-
term lease of some or all of Parcel 9 to Aluminaire for one dollar ($1.00) per year ("Lease").
The City and Aluminaire have agreed to meet and confer as often as reasonably practicable to
negotiate the Lease, with the intent of executing the Lease at the earliest possible time.
D. This MOU is intended to facilitate discussions between the Parties and to identify
the good faith actions which each Party has agreed to undertake in connection with such
discussions. Other than as expressly provided by a specific term of this MOU, this MOU is not,
however, a binding contractual commitment on either Party and neither Party shall have any
legally binding right, obligation or liability as a result of its entry into this MOU.
TERMS
1. Non-Binding Effect. This MOU is intended to be a precatory, non-contractual,
non-binding agreement between the Parties. Although the Parties acknowledge that it is their
intent to meet and confer with each other in good faith regarding the matters herein described,
together with any other matters which the Parties may agree to discuss, neither Party shall have
any right, obligation or liability to the other Party or any other party as a result of its entry into
this MOU. This MOU sets forth the subjects which the Parties may discuss, but no Party shall be
bound to any matters described during such discussions until the negotiation and approval by
both Parties of definitive agreements covering such matters. This MOU may be terminated at
will by either Party without cause and at any time by the delivery of written notice to the other
Party.
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0920-015--1448955.1
2. Objective of MOU. The objective of this MOU is to facilitate negotiation of the
Lease at the earliest possible time and the presentation of the Lease for consideration to the City
Council of the City. Presently, the Parties intend that the Lease will have a long term and that
the rent payable under the Lease will be one dollar($1.00)per year.
Presently, the Parties also intend that following full execution of the Lease,
Aluminaire shall take such steps as may be necessary to initiate the transportation of the
Aluminaire House to Palm Springs and the reassembly of the same on Parcel 9, along with
required site work, all at the cost of Aluminaire.
Nothing contained in this MOU will require either the City or Aluminaire to agree
to any particular terms, it being agreed that each Party shall have the right to approve or
disapprove any particular terms and any particular Lease document at any time, in their
respective sole and absolute discretion.
3. Notices. All notices, terminations, waivers and other communications hereunder
shall be in writing and shall be delivered personally, by facsimile, or shall be sent by registered
or certified United States mail, postage prepaid, or a nationally recognized, overnight courier
service that provides proof of delivery. Any such communication shall be deemed to be received
by the addressee as of the date of receipt or rejection by the addressee. Notices sent pursuant to
this Section shall be sent to the following addresses, or such other address as either party may
from time to time designate:
City: Aluminaire:
City of Palm Springs Aluminaire House Foundation, Inc.
Attn: David H. Ready, City Manager P.O. Box 5314
3200 E. Tahquitz Canyon Way Palm Springs, CA 92263
Palm Springs, CA 92262 Attn: Mark Davis
(760) 322-8362—Phone (760) 861-0601—Phone
(760) 323-8207—Fax (760) —Fax
With a Copy to: With a Copy to:
Douglas Holland, City Attorney Gresham Savage Nolan & Tilden, APC
City of Palm Springs 550 E. Hospitality Lane, Suite 300
3200 E. Tahquitz Canyon Way San Bernardino, CA 92408-4205
(760) 323-8299—Phone Attn: Mark A. Ostoich, Esq.
(760) —Fax (909) 890-4499—Phone
(909) 890-9877—Fax
4. Recitals. The Recitals of this MOU are material and are incorporated by
reference as though fully set forth herein.
[Signatures follow on next page]
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0020-015--1449955.1
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
THE CITY OF PALM SPRINGS ALUMINAIRE HOUSE FOUNDAITON,
a California municipal corporation INC., a New York corporation
By: By:
Its: City Manager Its:
ATTEST:
City Clerk
APPROVED AS TO LEGAL FORM:
By:
Douglas Holland
City Attorney
3 004
0020-015--14 8955.1
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