HomeMy WebLinkAbout05484 - SETTLEMENT AGR WITH DWA CASE NO INC017529 RE 6.25 ACRE OPTION PARCEL t
7598
MINUTES
;7 f F"E REGULAR MEETING
OF THE
1 lUG \ DESERT WATER AGENCY
BOA
I,QF DIRECTORS
Cr Cb� June 17,2008
DWA Board: L�i . Thom"
Kieley, President ) 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 Ciofli,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 a.m., 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 of Res.
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.
Dewr1 WNI+Agsey BftiJ Meeting Minu(vs Olil 17/08
7602
14949. President Kieley asked Mr. Luker to present Staff s request to Items for Action
approve an extension of the lease for the City of Palm Springs' golf (Cont)
complex driving range. Request Approval of
Lease Extension—CPS
olf Complex Driving
Mr. Luker reported the City of Palm Springs, by way of a ange
letter dated May 22, 2008, requested a 3-year extension to the term of its
lease (which expires September 19, 2010) 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 be accomplished
while the driving range is in use.
s there were no further comments or discussion on this
er, President Kieley called for the Board's vote on the earlier motion
and second for approval of a one-year extension of the lease for the City of
Palm Springs' golf complex driving range,to expire on September 19, 2011
The motion was unanimously approved.
14950. President ieley 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 Report
Water Contractors, and the monthly meeting of the State Water Project May 15,2008
Contractors Authority.
Mr. 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
UMM W Ma Agcnq nnard NTWing MinutY 06/17105
i 7605
F. Thomas Kieley III, Preside
Board of Directors—Desert Water Agency
ATTEST
P.Abillar Aoyd Jr„ S ere ary-Treasurer
Board of Directors—Desert Water Agency
D.W W.F.A ..'R.1d Meeting Minnks OW 110.3
ral. i�:11�G'':p,y` 1�,;pJlY 'Jr`YtY;til i,IC.af IJ(l.V. Wl;yii;y `;;Il`i',i C'f.;,r "'�'•. 'i:�.
File Edit Generate Letters Transactions ' Reports Maintenance Quit
� �ans i ;�. ._ =
1 — ----
J tq�.,...^. .... .; refs Maintenance� � � -- Herya w_ �..°grm11 - _.-.
Gen.Letters Transa--- ---•l. -------'^^.^
...
Exit Pr
w_.���.nv.....�.� _
Document 9: A5434^--- -- " Group: ADMINISTRATION )✓Ac[h✓e � .
Clocument
1 _ Description; Settlement Agreement INC 017529 _ _ _ _ Financials
Approval Date: 06N7R006 Expire.Date: F / closed Date; I F
Owed; 0.00
Comparrr. Desert wat8r A04e11 3r_ _ XRef: TROY BIJTZLAFF paid: I] M
Contact: Ph: ( } - E.xt:
!- - Address: 1200 Gene Autry Trail
Gal: $0,00
. Address2;
-' C-) City. Palm Springs St: CA Lip: 92264 COul1tl]E:
Fax O - email: F 'Service: In File
o•- ,7 i Insurance Status: I Certificate alld Policies 31 a OK
r�
Document Tracking Items (D61 click heading to Sorg
1r n m '-'o . Nts TikutgIvIe Code Item I DueE)y Curnpletad ' rlmt, ed Amt
R?. •f ❑ ra I 1�• YY 1 ]h ® A �31 1 m11I 1 �Y 1 ri• Ad 1 �1 I I1
i ❑ 05111Y2007 JT Received Contract by Troy Bultrlatf. 1 1 105fl612007 000 0 00
❑ 05116i2007 JT _P,ecei;ed Memo from �tterney appoved In Closed Ses F Y 0511612007 0.00 0.00 ,
❑ 05116i2007 JT Provided to Troy Butlsaftto provide to DINA " 1 1 05/1612007 0.0010.00
f 6:�0p7 JT Full' GscScutedcopylnfile' - - —_' _. _ •_.. _•_`
❑ 05i1 JL�-� 051161z0 0.00 0.00
07 µ`. ..
a• rvr-n•�"i�
I I
DESERT WATER AGENCY LETTER OF TRANSMITTAL
6. 1200 GENE AUTRY TRAIL SOUTH
-(( P.O. BOX 1710
PALM SPRINGS,CA 92263.1710 DATE: 10/04/07
(760)323.4971 FAX(760)325.1,505
TO: City of Palm Springs ATTENTION: Troy Butzlaff,Assf. 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 TWA)
THESE ARE TRANSMITTED AS CHECKED BELOW:
❑ For approval ❑ Approved as submil fed ❑ Resubmit copies for approval
0 For your use ❑ Approved as noted ❑ Submit ` copies for distribution
❑ As requested ❑ Returned for corrections ❑ Return corrected prints
❑ For review and comment ❑ For Recordation ❑
❑ For bids due 20 [J Prints returned after loan to us
REMARKS:
DESERT WATER AGENCY
COPY TO'
1uLTic0FFE5Pi SIGNED: Janis Tefteller
Executive Secretary
DOC # 2007-0590401
09/12/2007 08:00A Fee:NC
Recording Requested By Page 1 of a
Recorded in Official Records
First American Title Company County of Riverside
Larry W. Ward
Riverside Resale Assessor, County Clerk & Recorder
RECORDING REQUESTED BY AND 11111111111111111111111111111111111111111111111111WHEN RECORDED MAIL T0. II
DESERT WATER AGENCY s R U PAGE SIZE OA MISC LONG FIFO COPY
P`.0.- Bois 1710
Palm Springs, CA. 9226 3 Exnsn
M A L 465 426 PCOR NCOR SMF H
Attention: Board Secretary �Zy T CTY UNI �
The undersigned declares that this document is exempt ram recur Ong 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 Government Code Section 11922. Q`25
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" bath 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
RVPU8wRIDDELL1716720.7 Exhibit 1
known by him or her must have materially affected his or her settlement with the
debtor."
(if) 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 Califomia 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 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.
(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
P�Fras j rFarrrPsa�� C ".� �sr�+6ac
Crrr G4e:��
RVPUBWR1UDFM796720.7
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
(f �27
By:
David K. Luker
General Manager-Chief Engineer
RV PUBWRIO0ELU716720.7
Exhibit 1
STATE OF CALIFORNIA j
ss
COUNTY OF RIVESIDE )
September 1.4 2007 , TeFteller
On P before me,
Notary Public in and for said State, personally appeared
*"David K. Luker * ************* P personally known to me OR
❑ proved to me on the basis of satisfactory evidence to be the person(s) whose
name,( islare subscribed to the within instrument and acknowledged to me that
hell ley executed the same in his/ges/ltrcetFauthorized capacity(iesrand that by
his/bee sl r signatures) on the instrument the person(sror the entity upon behalf of
which the personL acted, executed the instrument_
WITNESS,my hand and official seal.
/Signature of— tary
J: Tefteller [Seal]
Commission No. 1511111
Expires 09/02/08
Grant Deed,CPS/DWA 9/12/07 d.TEFTELLER
Commission$1611111
a
NotaryPublic—California
aRiverside CounSTATE OF CALIFORNIA ) bty Comm.Expires Sep 2.2006
) SS
COUNTY OF RIVERSIDE)
On befor�the ersigned, a
Notary Public in and for said Sta , personally appeared
, ❑ personally known to me OR
0 proved to me on the basis of satisfact evidence to be the person(s) whose
name(s) is/are subscribed to the wit I Instrument and acknowledged to me that
helshe/they executed the same i is/her/their authorized capacity(ies), and that by
his/herltheir signature(s) on t nstrument the person(s) or the entity upon behalf of
which the person(s) aete , xecuted the instrument.
WITNES y hand and official seal.
ignature of Notary
[Seal]
RVPUP MR10DFLL171e720.1
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 na/_ _�L h_r/U
and Grantee consents to the recordation thereof by its duly authorized officer.
D Septembe 14, 2007
Assistant
Board Secretary
Grant Deed, CPS/➢WA 9/12/07
RVF1JBwRI1:)dELL\716720-1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of �1 tIB1r5[ C ss. ) �j �,"
On 5�.��bW Q2251 before me, / Yvi��t« A ll°�`&,ak N_0/u✓.f'
Dal Name and Tllo of Ofhcor(o.g, +ne Doc Notary P ,c')
personally appeared r.JG✓/ 9L2^ S—/J ✓f
Name(s)of signer(e)
impersonally known to me
to be the person(s) whose name(s) subscribed
4Ymini n BCi7ARol to the within instrument and acknowledged to me that
o "r"R1ooaiow /%cr he executed the same in M/Wi-the!
-i Nalary R1htlt•CaNlarttla
Rltrerwde Cgtryy - authorized capacity(les), and that by N8/1;n r heir
My Comm-E"M Feb 1 e,2010 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.
place Notary 9nvl Ahovc ����/�
4 Slgnaturo of Notary Public
OPTIONAL
Though the information below is not required by law,it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: Ct ( 1JefL{ P ICCG�C�Y �� L �v�7�5�yCJ�� S/� ���7 u�c�( Ala.'
Document Date: Number of Pages: 7� p
Signers) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name, Signer's Name:
❑ Individual ❑ Individual
❑ Corporate Officer—TYIe(s): ❑ Corporate Officer—Ttle(s):
❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General - --
❑ Attorney in Fact rr,P of thumb here ❑ Attorney in Fact `
Ton of thumb here
❑ Trustee ❑ Trustee
* Guardian or Conservator n Guardian or Conservator
❑ Other: ❑ Other:
Signer Is Representing: Signer Is Representing:
0 2004 National Notary Association•9350 De Soto Ave. P.O.Box 2402•Chatewonn CA 91313-2402 Itom No 5907 Roordor Call Tell•Ffoe 1.800,870,0827
KRIEGEP- (Brrl i2rr
EMBIT "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 Bast, 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 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 scud[line of the north 3.75 acres thereof;
Thence South 89054'07" 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-foor 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 north 3,75 acres;
Thence North 89"54'07" West,along said parallel line, 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 00°12'25" East, along said parallel line, a distance of 351.79 feet to the
TRUE POINT OF BEGINNING.
q A.Contains 5.59 acres,more or less, CKti��
See Eathibit'B'attached hereto and made a part hereof, 1-8.4741
L;Ge
mwvlgm
LPEQM 101.52PIa-A(6t14/20a6)
Page 1 of 1
30,
Lip
a NORTH 3.75 ACRES no
yy S89 54 VIE m
0
o
�IIIlilplll� � � N
SCALE: 1"=zao' 2 COE1/4, SE1 /4, SW1/4 N � p 844
°10
SEC. 20 '////� N a
10
�
T.4S., R..5E,., SBM �W, 7 , Ow
�:—74'
585.381 30'
N89.50'46'V
SOUTH LINE NE1/4, SE1/4, SW1/4 T.P.O.B. P'�.G.
�n NB9'50'4 SE COR, NE1
14,
74.0Q. SEl/4, SW1 4,
- �Oy"�g\CKA
L5.4741
192 0 'l�ofi o��,Fo 2I0 �, ps��F`�
+d` �K Ao
a
3029 2 'S
o°N
DESERT PATER AGENCY ;;Err
Gm
HYAUT INCORPORATE: RECLAMATION FACILITIES
:u.�,h Ate•��,u •jai-0H-� PURCHASE OPTION PARCEL NO. 3
sces> t".aoa' nArt:ae t4LOB MWN By.M a=UM Eff.XAz v.4•:sot—as.te ST 1 OF 1.
BEET BEST & KRIEGER t
A,TToRNDYS AT LAw
INDIAN WELLS SACNAMENTO
(760)568,2511 3750 University Avenue (916)325.4000
IRVINE Post Office BOX 1028 SAN cIEGO
Rlvsrslde,California 92502-1028
(949J 2G3.2G00 (951)686-1456 (619)525.1300
LOS ANGELES (051)686-3083 Fax WALNUT CREEK
(213)617.81co BBKIaW.com (925)977-3800
ONTARIO
(009)989-8564
Michael T. Riddell
(951)820.8210
MichaelAldd9iftloklaw com
October 4, 2007
Douglas C. Holland OCTCity Attorney 1 W ZOpr
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 Properlx)
Dear Doug:
The City of Palm Springs probably received a copy of the above-referenced lease
agreement, executed by both Desert 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\MRIDDDLL%739496.1
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 California municipal corporation("Lessee")-
The parties hereto agree as follows:
1. Letting of Premises.
Lessor agrees to lease the Premises(defused 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 TIIE 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 MACES NO WARRANTY OR
REPRESENTATION CONCERNING THE CONDITION OF THE PREMISES AND THAT
LESSOR DELIVERS TIIE PREMISES TO LESSEE IN AN"AS-IS","WTERE-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 19 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 federal and/or state review and permits. In the event
the Lessee is diligently pursuing such permits during the Tenn,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'_
RVPUBNAR10QELL%71G721.4
- 1 -
5. Rent; Additional Rent.
(a) lessee shall pay to Lessor annual rent at a rate equivalent to ten percent(10%)
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 installment payable within 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 pursuant to the terms hereunder
shall be deemed additional rent.
5, 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 imposed 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 of wires,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, alterations and utility installations to the extent
reasonably acceptable to Lessor.
(b) Policies. Tnsurance 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.
(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 contractor to operate,a driving range for a
municipal golf course("Permitted Use"). Lessee shall obtain and maintain any and all permits and
avru8vvmmnEU71e721 a
-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 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 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 of the
Premises requited 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 of those actions and proceedings to the satisfaction of Lessor.
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 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) if 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 affirmative
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 hamxless from and
against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs,
judgments, suits, proceedings, damages (including consequential damages), disbursements, or
AV PUB\MRD]nELL\716721 A
- 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;(ii)anyviolation 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("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,
RV PUB\M1RJMPLL716721.4
-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 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 comiectionwith 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 tern,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 reclaniation facilities,(including the planting of trees,shrubs,ground cover of the same type and
sire 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;
RV PQBVvfMDELL\716721.4
- 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 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 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
RVPUB RtTDDFLLW1G721.4
-6-
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 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. 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.
[Sio atures Follow on the Nexr Page]
RVPUnVv ME)FLU716721 4
-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:By: IDS^^';D , L
Name: David K. Luker
Its: General Manager-ChiefEngineer�
LESSEE:
City of Palm Springs
a California municipal corporation
By:
Name:
Its:
See attached.
R V PUBWRIDD$LL\7I6721.4
- 8 -
IN WITNESS WHEREOF,Lessor and Lessee have executed this Tease as of the,
date first written above.
LESSOR:
Dcsert Water Agency
a California public agency
By:
Name:
Its:
LESSEE:
City of Palm Springs
a California municipal corporation
By: , r
Namur
Its:
APPROVEDA TOFORM,
See attached.
ey.
7ifle: �-✓ �
�"fyo,NICq'S~�Yi'p M P56 a
RVPU13\&=DaL\716721.4
-8-
1J �a.11+n
Legal Description of the PreiWses
See attached.
RVPUB\t%=DHLL\716721.4
)"Hhllllt.0.
KairGEP- g 8TEWAD-T
EXMIT "A"
PURCHASE 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 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 centerline of Crossley
Road(30-foot half width);
Thuncc 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 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 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 thereof;
Thence South 89D54'07" 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-foot half width);
Thence South 00°12'25" Lust, 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;
- ce NotTl &9°S4'07" West aTong'said parallel line, a distance oT 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 2
KR.IEGLR 6TEWART
EXHIBIT „A"
PURCHASE OPTION
PARCEL NO.3
LEASE AREA
(Continued)
I
Lxcepting therefrom the northerly 60.00 feet thereof said 60-00 feet being measured at right
angles to the south line of said north 3.75 acres.
I
Contwns 4.72 acres,more or less.
See Exhibit'D'attached hereto and made a part hereof.
S�plAF105�y7,
\GK
" LS4741
-k
EGAU 101.52P18-A-i (9n12007) mT�dF u 141 �
I
I
Page 2 of 2
i
0 sn'
wn _
n " Ld
NORTH 3.75 ACRES Til
n_
04 I N O
� tl, N
� v�i z 629.38' i
sag'54'07NE otO
�Ipllllll = EXCEPTION
EJ
II
SCALE: 1"=200' / N89'54'07"W
w N N/NE1�4, SE1 /4, SW1 �4._ 44.00'
o % /SEC. 20'///� Y j
y j.4S., R.5E., SBM�M w
��85.38'/ 30'
N89'50'46NW
SOUTH LINE NE1/4, SE1/4, SW1/4 T.P. D•B• P.OSE .C.
NEl 4,
N89'50'46"W I SE1/4, SW1/4.
74.00'
J
r ��5 4 �SFj I O
_J
L5.4741 A I �
N � U
Nt' P 099o��^mat
rFOF CIL\F�
192.0 210
-- __
9 29
K c DESERT WATER AGENCY EXfUFF
xrrwnrzm NEO TO�ATCA RECLAMATION FACILITIES
36oz w��A�.NW ide, 9 50,.B5,—aB��9oo PURCHASE OPTION PARCEL NO. 3
LEASE AREA
scetn: a^..eon' AA'A'~a:o8 jl 07 nxAHM ax:M eHEcxm gx:AkR H.O.: SUS-62.18 SAT 1 OF 1
City of Palm Springs
Office of the City Manager
3200 u¢z Canyon o f Way a r
"�(L'M1pl',•`� 4 Y � Y ' Plm$Pi"C;.,Gd,rormn 92262
TEL.(760)323-8201 • PAX!(7(0)323.8207 •'1DD (760)864-9527
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 92264
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 (5936).
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,
cy 13utzll
istant C M ager
Enclosures—As Stated
cc: Dave Luker, General Manager, Desert Water Agency
TLB/mh
Post Office Box 2743 0 Palm Springs, Califoraia 92263-2743
aAe hN3k
",. First,Amerfcan Title Company
250 E Palm Canyon Drive•Palm Springs,CA 92264
Seller's Estimated 5ettlemei7tStatement
Property: Vacant Land APN#680-180-022.7,Palm Springs,CA rile No: PPS-2741232
92264 Officer: Anu Ritter/AR
New Loan No:
Settlement Date:
Disbursement bate:
Print Date: 6/5/2007,1:46 PM
Buyer: Desert Water Agency
Address: 1200 Gene Autry Trail,Palm Springs,CA 92264
Seller: City of Palm Sprigs
Address: 3200 East Tah uitz Can on Wa ,Palm Spumes,CA 92262
Cbar eDescription Sell�f Char c• ' 'Seller'Credit
Consideration:
Toml Cona+dbeat„m 00
Cash(X To)( Pram)Seller e17,450.00
To Ws 307,450.00 307,45000
SELLER(S):
City of Palm Springs
By: By:, David H, Ready, ager
By. Attest:,James Thompson, City Clerk
8y: Approve''
Pngf I of t
y. Y sutq
T
`Z\ r �
FirstAmerican Title Company
250 E. Palm Canyon Drive, Palm Springs, CA 92264
(760)318-7170 Fax- (866)743-9647
ESCROW 'INSTRUCTIONS
TC: First American Title Company ("First American") Date: June 05, 2007
Attn: Ami Ritter (Escrow Officer) File No.: RPS-2741232 (AR)
Property: Vacant Land APN#680-180-022-7 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, title and vesting,
prorations, 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 duties 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 close the
Escrow.
Page 1 of 4
First American Title Company File No.:RPS-2741232(AR)
3. General Provisions: Escrow Agent's 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 Agent's rights, duties and
responsibilities.
4. Clarification of Purchase Agreement Terms:
(a) Sales Price: The sales price of the Real Property is $307,45OM
(b) Close of Escrow: Close of escrow shall occur on as soon as possible.
Closing Funds: Funds to close escrow must be received In a Form sufficient to satisfy applicable good 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 until 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 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 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 funds on deposit by the Buyer herein, all parties authorize Escrow
Holder to release funds for Homeowner/Leasehold/Proprictary Association, document/financial fees,
and/or Beneficiary demand fees as billed in advance by said patties. Escrow holder 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 Parry.
SELLER:
Page 2 of 4
First American Title Company file No.:Rp9-2741232(AR)
City of palm Springs
By: :, David H. Ready, Cit anager
By: Attest:, James Thompson, City Clerk
By: Approved as to form:,
ncil,
BUYER:
Desert Water Agency
By: By:, Authorized Signer
By: Attest:, Authorized Signer
By: Approved as to form:, Authorized
Signer
Page 3 of 4
r
First American Title Company File No-APS-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 FAST, 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
C
FirstAmerican Title Company
250 Z Palm Canyon Drive, Palm Springs, CA 92264
Phone - (760)318-7170 Fax- (866)743-9647
SALE CLOSING ESCROW INSTRUCTIONS
To: First American Title Company File No.: RPS-2741232 (AR)
Ami Ritter, Escrow Officer Date: June 05, 2007
Estimated Closing 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
with 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 special 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 Title Company File NO.:RP$-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 Meld 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 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
notificabons 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.
Page 2 of 4
4
First American Title Company pile No.:RPS-2741232(AR)
SELLER:
City of Palm Springs
fay:�:, David H. Ready, 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
First American Title Company File No.:RP9-2741232(AR)
BUYER:
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
N
P. S yt 41 F,'R,
4 1.
FirstAmerican Title Company
250 E, Palm Canyon Drive, Palm Springs, CA 92264
Phone - (760)318-7170 Fax- (866)743-9647
AMENDED/SUPPLEMENTAL ESCROW INSTRUCTIONS
70: First American Title Company June 18, 2007
File No: RPS-2741232(AR)
Re: Vacant Land APN#680-180-022-7, 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 title 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 City of Palm Springs, County of Riverside,
State of California:
ALL OTHER TERMS AND CONDITIONS OF THIS ESCROW WILL REMAIN THE SAME.
City of Palm Springs
By: asy:, David H. Re ity Manager
By: Attest:, James Thompson, City Clerk
By: Approved as to form:,
Bq`-A��racil,
Page 1 of 2
First American Title Company File No,:RVS-2741232(AR)
Desert Water Agency
By: By:, Authorized Signer
By: Attest:, Authorized Signer
By: Approved as to form:, Authorized
Signer
Page 2 of 2
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 DEE❑
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 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 hls or her favor at the time of executing the release, which if
RVP1.15WRIbDELM716720 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 II 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.
(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 �� -rs
RVRUDWR10DELL1710720.7 / i
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:
RV PVBWRIDDELL1716720.1
Exhibit 1
STATE OF CALIFORNIA )
) ss
COUNTY OF RIVESIDE )
On before me, the undersigned, a
Notary Public in and for said State, personally appeared
, 0 personally known to me OR
M proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) islare subscribed to the within instrument and acknowledged to me that
helshelthey executed the same In hislherltheir 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
0 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
hisfher/their 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]
RVPUSWRI46ELLM672D.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
RVP EWRIOVELL1716720-1
KMEGEP PSTEWAR.T
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, Stale 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 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 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 411.22 feet 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 feet to the west right-of-way line of said Crossley Road(30-foot half width);
Thence South 00912'25" 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 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" East, along said parallel line, a distance of 351,79 feet to the
TRUE POINT OF BEGINNING.
.gyp W'rD 3�
Conteins 5.59 acres,more or less. � GKA
See Exhibit'8'attached hereto and made a part hereof, L5,4741 'r
* ik
G�lSLGrf f ,FpP
MWgllgm
LEGALlt01.52YI8-A(6114r2006)
Page 1 of I
sr sn
w
NORTH 3.75 ACRES i n_
NO
N ^O
u4z 629.�38' a
S89'54 07"E _ 0 P
u0i
�1411h14i�
N89'54'O7"W
SCALE: 1"=200' 44.00'
w N N;NE1/4, SE1A, SW1/4
i//SEC. 20 /ii�/ ^ N 10
d
T.4S., R.H , SBM
74'
r 585.38'/ 30'
N89-50'46'V
SOUTH LINE NEt/4, SE1/4, SW1/4 T.P•O•B. SE COR, NE1/4,
N89'50'46"W ' SE
74.00' SE1/4.4, SW1 4.
�� I
rr 1 u;u;U V)
�c \GKA � 100
o� U
LS,4741
MIN
OF cw"if ,t I �1105U�y y
1920 20� ,� A�Q
30 29 2 y5,471 �c
W.
ulccr� DESERT WATER AGENCY IT
RECLAMATION FACILITIES
:u�«,ir w.•R��u., usoi•es-cu-��o PURCHASE OPTION PARCEL NO. 3
N
scar: i'-zon :os >* oe n> irtt ax: c c n er:�AL* x.o.: iDi—aa.>e MT 1 Of I
LEASE AGREEMENT--TRIPLE NF;T
This Lease Agreement("Lease"),dated for reference purposes only 2007,
is made by and between Desert Water Agency,a Cali Cornia public agency("Lessor"),and the City of
Palm Springs, a California municipal corporation ("Lessee").
The parties hereto agree as follows:
1. LgttinsofPremises.
Lessor agrees to lease the Premises(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
fhe 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 copsists of that certain real property
described on the attached Exhibit"A"&"B"B" and depicted on the attached Exhibit"B," located in
Le 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 TIIE 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 ter-in("Term")of this lease shall commence as of 2007,
and terminate immediately on ,2010, or upon such other date as the parties hereto
ruay agree, The parties aclmowledge 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 Tema,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 upou 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
insT at7ons sTialI;at the.ekprr�a.roa or teririlnafiori o£llirs Teasa,ficconie file property of�.essor avd
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.
AV PUB\MMDaL\716721.A
- 1 -
5. Rent:Additional Rent.
(a) Lessee shall pay to Lessor amoral rent at a rate egrlivalent to ten percent(10%)
of the total purchase price paid by Lessor to Lessee for the acquisition of the Premises. Such annal
rent shall be payable in annual installments with each such installmentpayable within ten days of the
date of tinis Lease and on each subsequent annual lumniversary 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 imposed 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 iipon 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, alterations and utility installations to the extent
reasonably acceptable to Lessor.
(b) Policies, Insurance required hereunder shall be from companies dulylicensed
or admitted to transact business in the State of California,and maintaining dining 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 tine-to-tune.
(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 ea o em; of auy'loss of dama c artsmg)rom any cause covered liy any ii uranoe adfaa.
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 apermitted sublessee or contractor to operate,adriving range for a
municipal golf course("Permitted Use"). Lessee shall obtain and maintain any and all permits and
RVPUBVY DELL1716721.4
-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 dining the term of this Lease. Lessee shall not use or occupy,
or pennit any portion of the Premises to be used or occupied in violation of any law, ordinance,
order,rule, regulation, certificate of occupancy, or other govemmental requirement.
10. Lessee's Obligations with Respect to Environmental Laws,
(a) Lessee shall complywith and cause the Prcmiscs to remain in compliance with
all applicable federal,state and local laws, ordinances, and regulations (including consent decrees
strd administrative orders)relating to public health and safety and protection ofthe environramt and
the discharge of any hazardous materials (as the same is defied 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 pen-nits relating to the use or operation of the
Premises required by applicable environmental laws are and will remain in effect,and Lessee shall
comply with them.
(h) 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 of those actions and proceedings to the satisfaction ofLessor.
Lessee shall keep the Premises free of any lien imposed pwsuant to any environmental laws.
(c) Lessor shall have the right at all reasonable limes 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 ofthe warranties,representations,or covenants contained
in this paragraph is discovered,the fees and expenses of such consultant will be bome byLessee 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) if 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 affirmative
obligation to remove oo dtFierwise clean up any hazardous matcrrol, 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 Lessors 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
RV Pn B&M IDDaL%716721.4
-3 -
expensm,of any ldnd (including attorneys' and experts' fees and expenses and fees and expenses
incurred in investigating,defending,or prosecuting any litigation,claim,orproceeding)that may at
anytime 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
wananty,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 tennination 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 ruder 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
indeamrty will also be without regard to fault on the part o(Lessee with respect to the violation or
condition drat 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. Assig nents 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 Tuanages 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. Indermification.
(a) Lessee shall indemnify and hold Lessor,and its mauagers,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
mcliag oonsegnen—f1aT�amageslosses Tiabilihes,ltiifgener ts,and-expenses(incru-cuig bout
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,anyperson claiming under Lessee,or the employees,agents,
contractors, sublessees, invitees or licensees of Lessee, or any person, of any term, covenant, or
RV PUBMUIDDELL1716721.4
-4-
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 of Lessee or
its employees,agents,contractors,invitees or licensees of Lessee,or any olherperson 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, Ora 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 connection with or arising from(1)any
acts,omissions,or negligence of Lessor,and(2)any breach,violation,or nonperforraancebyLessor
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 tisconduct- 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 Enj_ovment:_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 thatporiiou of the Premises that abuts .
Lessor's properly 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 covbr 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
herd and thREtauft c o iildfiu6s Yor thirty MTdays after notice from
Lessor;
(ii) Lessee vacates or abandons the Premises prior to the end ofthe Team without
giving written notice to Lessor;
(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
RWI]M vrRIDDF.ILW16721.4
"5 -
or subjected to any attachments by any creditor ofLessee or claimant against
Lessee,and the attachment is not discharged within fifteen(13)days after its
levy,
(iv) Lessee files a petition in bankruptcy or insolvency or for reorganization or
arrangement under the builmiptcy 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 tmstee
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.
IS- 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 partyupon
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.
2L Notices. Any notice, request, demand, consent, approval, or other commurlication
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
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.
RVFUSUv RIDDEM716721.A
-6-
22. Attorneys'Fecs.IPLessor and Lessee litigate anyprovision ofthis 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 bythe 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,asdetemiinedbyacourt
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(eacb a"Lessor Part}'),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 arty 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
tunderstaudi gs and agreements,whether oral or written,with respect thereof. Any amendment of
this Lease shall only be effective when made by a writing executed bybodn parties hereto.
28. Governing Law. This Lease shall be governed by the laws of the State of California.
[Signatures Follow on the Next Page]
RVPtOMRIDDHILM6721.4
7
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the
date first writteri above.
LESSOR:
Desert Water Agency
a California public agency
By:
Nanae:
Its:
LESSEE:
City of Pahn Springs
a California municipal corporation Slg
By: r
Name:
Its:
APPROVEDA TO FORM:
See attached,
By.
Title:
RVPUB�MRMDE-U716721.4
ENJUBIT « All
Legal Description of the Premises
See allached.
?,VPUB\M MDaL\71G721A
Exhibit A
KmEctR @r eSTE,TAaT
EXHIBIT "A"
PURCHASE 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 H;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°50'4I6" 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 00112129" 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 feel to
the south line 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-o C way line of said Crossley Road(30-foot half width);
Thence South 00°12'25" Past, 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;
- - _--
'��ce—Notth 89�S�1'Q7" 'ems[, atoiig said parallel line,-a distance of 44.00 feet to a Wine
parallel with and distant 74.00 feet west as measured at right angles to the centerline of
said Crossley Road;
Thenoo South 00°12'25" East, along said parallel line, a distance of 351.79 feet to the
TRUE POINT OF BEGINNING.
Page 1 of 2
I
KRI; gm ( (ST W/livrl
i
EXHIBIT "A"
PURCHASE OPTION
PARCEL NO. 3
LEASE AREA.
I
(Continued)
II
Excepting therefrom the northerly 60.00 feet thoreof, said 60.00 feet being measured at right
angles to the south line of said north 3.75 acres.
Contains 4,72 acres,more or less.
See Exhibit D'attaehed hereto and made a part hereof.
I
5ti���S�9wF
" L3.4741 —
MW$11gm *T.�y.Tp 091'���gp��tit
LTGAL1101-52P18-A-1 (8/1/2007)
I
Page 2 of 2
r
o 30'
rr J"' NORTH 3.75 ACRES _ I n
NO
r
Y
N o z 629.38' N
589'54'07"E
AM
III a i EXCEPTION-'
w / / \
� / / � N89'54'O7"W
SCALE: 1 "=200' w N N,NE1 /4, SE1 ��, w 44.00'
N, SW1 /4
o T.4S., RLE., SBM � a 1 �
585.38' �' 30
N89-5O'46"W
SOUTH LINE NE1/4, SE1/4, SW1/4 T.P.O.B. P.O.C•
l N8 5 oa6„W SE /4, NE f44,
C7- SEt/4, SW1 4.
\� J c41
J \j • w,a��x\GAN 0 s qo`� I -1
�K1 v)a
L&4741 A
H
0915
�OF GAti\F� �
1920
.2�0
-- - - - - - - 29-
F
9
i
K DESERT WATER AGENCY Err
RECLAMATION FACILITIES B
XCOxpotATt/ PURCHASE 7O7lPTION�pPARCEL NO. 3
�i 3002 umftmj y Avg•plmld% CA 92501.951-BB4-6906 LASE AREA
N 7
aC=.- r=a0O' DAM:os Oa o7 DFUN IMM cry= ax:Fa SM 1 OF 1
�I
i
SETTLEMENT AGREEMENT
Re: Desert Water Agency v. City of Palm Springs, of aL
Riverside County Superior Court Case No. INC 017629
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 compel specific
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.
9l;ire. TWA v. 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 O tion 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 "I" to this Agreement ("Option
Property")-
a, The purchase price of the Option Property shall be
$307,450, payable in cash and in full at the time the City conveys the Grant Deed
to the Agency.
b. 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 lease 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 long, extending
west from Crossley Road, for the City's use in accessing the City's golf course-
G. 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 golf course, as shown In Exhibit "I" 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
Agency shall invoice City for its actual costs, including Agency's Administrative
and Personnel costs, monthly. Administrative and Personnel costs shall be 15%
e � nek �l�rie7 19Sre, CWA v. Palm Springs(Riverside Caunty 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 Option 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
ReA%TzWne tire. TWA v Palm Springs(Riverside County INC017529) Page 3
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 attorneys 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, Independent 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
lZ`7F'NTMA ti qri Ffffi9`ire: DWA 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,
G. 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 bind 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 permitted
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
R4F'UI3�n�k'ro0[�i1�I G 19�re: DWAv Palm Springs (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 92264
If to City:
City of Palm Springs
3200 East Tahquitz 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 written 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
tt�Ve l�# R ��L�pr a9rjre: DWA v Palm Sprngs(Riverside County ING017529) Page 6
IN WITNESS WHEREOF, the undersigned have executed this Settlement
Agreement and mutual release as of the date above.
Agency_ Desert WaterAgen
By:
ATTEST: APPROVED AS TO FORM:
BY By! ."P,t4a
CITY: City of Palm Springs
APPROVED BY CITY COUNCIL
By: _ �� G 5 o40/0"71200&
David H. Ready, /A�Lz-4-84-
City Manager
- ATTEST: APPROVE TO FORM:
4
By By. I
James Thompson,
City Clerk
KV�i�[l�SkiDC. L�t�1 , 19�re: TWA v Palm Springs(Riverside County ING017529) 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 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
RVPUMMPJMELLV 1$720 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 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.
(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
WPUBWRIMELL716720 t
Exhibit 1
Grantee accepts the grant of Property pursuant to the Grant teed and agrees to
comply with all covenants and terms set forth herein.
"GRANTEE"
Desert Water Agency
a California public agency
By:
RV P 1161M R I0 L)ELL\716720.1
Exhibit 1
STATE OF CALIFORNIA )
) ss
COUNTY OF RIVESIDE )
On _ before me, the undersigned, a
Notary Public in and for said State, personally appeared
CI 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/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]
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
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(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]
RVPL16\MRI DDELL\716720 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
RVPU6WRIDOCLLV167201
KRIEGFI- @r CSTFWALIT
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:
COM MIENCING 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 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 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 feet 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 feet to the west right-of--way line of said Crossley Road(30-foot half width);
Thence South 00'12'25" East, along said west right-ol=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 north 3.75 acres;
Thence North 89°54'07" West, along said parallel line, a distance of 44.00 feet to a line
parallel with and distant 74.00 feet west as rncacured 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 BEGINNING.
��p V1FJ
Contains 5.59 acres,more or less. K A,
See Exhibit'B'attached hereto and made a part hereof. A LS 4741 f
09 3QL01 �/J*pp
MWF./Igm
LEGAL/101-521318-A(6/14/2006)
Page I of I
30'
z�
w
tr
z NORTH 3.75 ACRES No
N �O
Co z 629.38' m
S89'54'07"E _ o
'lllllllllq� N N89'54•'07"W
SCALE: 1"=200' _ 44.00'
w N N� NE1/4 5El /4, SW1/4 _
///SEC, z 0 '///f v I Q
o
z / T.4S., R.5E., SBM o ,`
//� / 74'
585-38'/ f r 30l
N89'50'46"W
SDUTH LINE NE1/4, SE1/4, SW1/4 T.P.a.B. P.O.C.
N I SE COR, NE1 4,
89'50'46"yy
74.00' SE1/4, SW1 4.
\ D ! J
CD "
IN
KA.�c�.Ffp9 I �
LS.4741
1920 SFFo �A ,Fn� 2110 aF� ,�N A UR�Efa
w a�� F4io�9
3029 2 ,S , ic
Kiz>c R DESERT WATER AGENCY
TTEWA2T .. RECLAMATION FACILITIES
N 15502 Umerty ALL-a.nmmo,CA 92301 951-6& PURCHASE OPTION PARCEL NO. 3
N
d BCALE: Cn2-00' DATE:08 14 O6 DRAWN BY:PT CHECKED BY:FAIE W.O.: 101-52.18 SHT 1 OF 1
LEASE AGREEMENT—TRIPLE NET
This Lease Agreement('Lease"),dated for reference purposes only 12007,
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; Use of Access Road.
(a) Lessor agrees to lease the Premises (defined below) to Lessee, and Lessee
agrees to lease the Premises from Lessor, according to the tern-is 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 frilly
hereunder.
(b) Lessor hereby gants to Lessee a license to use a 300 foot long by 30 foot wide
portion of ari access road to be constructed by Lessor on its property that is adjacent to the Premises,
which licensed portion is described on the attached Exhibits"A"&"B"and depicted on the attached
Exhibit "B." The purpose of such license shall be, exclusively for ingress to and egress from the
Premises and the licensed portion shall also be subject to the terms of this Lease(including,without
limitation,the provisions regarding maintenance and repair). Rent payable hereunder shall include
the fee for the license. The license shall to-ninate on the termination of this Lease.
2. Premises: "AS-IS" Condition. The Premises consists of that certain real property
described on the attached Exhibit"C" &"D" and depicted on the attached Exhibit"D." 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 continence 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_ hi the event
the Lessee is diligently pursuing such permits during the"I"erm,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 this Lease.
UPUB\MFUD➢ELG716721 I
Exhibit 2
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.
5. Rent; Additional Rent.
(a) Lessee shall pay to Lessor ecumual rent at a rate equivalent to ten percent(10%)
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 installment payable within 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 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 imposed during
the Tenn.
7. Utilities. Lessee shall pay the suppliers 1'or all water, gas, electricity, light, heat,
telephone,power, and other utilities and cornrnunications 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 o1'Lessor,
any and all necessary permits, licenses, or other authorizations required for the lawful and proper
installation and maintenance upon the Premises of wires,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 obtain and keep in force general liability insurance,
insurance covering loss or damage to the Premises, and insurance coverage on all of Lessee's
personal property and lessee owned improvements, alterations 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 Cali fonnia, and maintaining during the policy temp a
RV PUR\MRIDDELL\716721 I
Exhibit 2
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 Born 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 contractor to operate,a driving range for a
municipal golf course("Pennitted Use"). Lessee shall obtain and maintain any and all permits and
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 pen-nit 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 complywith 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 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 rernain in effect, and Lessee shall
comply with thern.
(b) Lessee shall immediately notify Lessor in writing and provide copies upon
receipt of all written complaints, claims, citations, demands,inquiries,reports,or notices relatingto
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 of Lessor.
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 home by Lessee and
will be paid as additional rent under this Lease on demand by Lessor.
(d) If Lessee fails toconrplywith 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 ti ansportatron and storage costs)will be additional rent under this
R VPUB\MMDELL1716721.1
Exhibit 2
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 to remove or otherwise clean up any hazardous material, and this Lease will not be.
construed as creating any such obligation-
(e) Lessee shall indemnily, 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
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 o f any environmental 1 aw;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 ofthis 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
render 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. Assiznrnents 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 Crom Lessee,
("Sublessee")leased the Premises fi•orn Lessee and shall continue to lease the Premises from Lessee
as a sublessee subject to the terns 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.
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. Indernnifrcation.
(a) Lessee shall indenuiify and hold Lessor, and its managers,directors,officers,
trustees, employees, contractors, agents, representatives, successors and assigns (each a "Lessor
RVPUB\MRIDD7-1,L\7I6721 I
Exhibit 2
Patty"), 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 comtection 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,
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 indenunity 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 attorneys'fees and court costs)incurred in connection with or arising from(1)any
acts,omissions,or negligence of Lessor;and(2)any breach,vi olation,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 indemmity shall not apply to the extent any liability, claim or damage is
the result of Lessee's negligence or will ful 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; Landscapin¢.
(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 tern,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 oftbe same type and
size used on the City's mmiicipal 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":
RVPUB\MRrDDBLL\71 G721 I
Exhibit 2
(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 Tenn without
giving written notice to Lessor;
(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 attaclunent 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.
15. Holding Over. Without limiting the obligation of Lessee to surrenderthe 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 temrinable 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.
RVPUS\MRIDDELL716721.1
Exhibit 2
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
receipt requested, and addressed to either Lessor or Lessee at the Premises or such other address as
the parties nnay provide from time to time.
22. Attorneys'Fees.If Lessor and Lessee litigate anyprovision 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 detennuned 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 ofLessor 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 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]
RVP1JR\MRIDDELL\71 C721 1
Exhibit 2
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 Cali(1omia municipal corporation
By:
Name:
Its:
)Z V 1'UBWRIDDELU716721 I
Exhibit 2
EXHIBIT "A"
Depiction of Access Road
See attached.
RVPUBWRIDDELL716721.1
Exhibit 2
EXHrRTT "C"
Legal Description of the Premises
See attached.
RV I'll$1M RID D ELL716721 1
Exhibit 2
Kpugm (9f CSTEIWAI2T
EXHIBIT "A"
LICENSE
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 centerline of Crossley
Road(30-foot half width);
Thence North 89950'46" West, along the south line of the northeast quarter of the
southeast quarter of the southwest quarter of said Section 20, a distance of 30.00 feet to
the west right-of way line of said Crossley Road;
Thence North 00012'25" West, along said west right-of-way line, a distance of 351.83
feet to a line parallel with and distant 60.00 feet south as measured at right angles to the
south line of the north 3.75 acres of the northeast quarter of the southeast quarter of the
southwest quarter of said Section 20, said point being the TRUE POINT OF
BEGINNING;
Thence North 89°54'07"West,along said parallel line,a distance of 300.00 feet;
Thence North 00°12'25" West, parallel with the centerline of said Crossley Road, a
distance of 30.00 feet to a line parallel with and distant 30.00 feet south as measured at
right angles to the south line of said north 3.75 acres;
Thence South 89054107" East, along said parallel line, a distance of 300.00 feet to the
west right-of-way line of said Crossley Road;
Thence South 00912'25" East, along said west right-of-way line, a distance of 30,00 feet
to the TRUE POINT OF BEGINNING_
Contains 0,207 acres,more or less.
See Exhibit'B'attached hereto and made apart hereof
VIP 0
A. pkc.,
C LS.4741
mw7Agm `nT 'rP 0913� Q�
UGAL101-52P18-13(7/172006) �Tlcpc u,%
Page I of I
' f
C3 r h NORTH 3.75 ACRES
w
589'54'07"E i Nb
N 0 300A0' �COD0 To
589'54'07'E, 629.38' _ p
�Illlllglpr 1 N00'12'25"W N
30.00,
SCALE: 1"=200' N89'54'07"W 'U.O.g_
N 300.00' I N00'12'25"W
o NE1/4, SE1/4, SW1/4 351.83'
z SEC. 20 r o
T.4S., R.SE., SBM ��
585.38' 30'
N89'50'46"W
SOUTH UNE NE1/4, SEt/4, SW1/4 P.O.C.
N$9'S0'46'W I SE COR, NE1 4,
30.00' SE1/4, SW1 A.
1D1LLJ
' oQ�pK A F�p g 0
O
7rf QF CF��S`
1920 210
3029 29
R>zlmm DESERT WATER AGENCY EKEIMrT
RECLAMATION FACTLPI'IES
N 360:umw�ry ..�w a� Faso+.es-cef-b�� PURCHASE OPTION PARCEL NO. 3
LICENSE AREA
sots: i•-200' n� .or i7 oe nxnxn aY:>s>7>; ct1>am irf.M F.o.: ioi—s2,aa SHT I OF I
KpnuGm Or (STETART
EXHMIT "C"
PURCHASE 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 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 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 comer 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 411.22 feet to
the south line of the north 3,75 acres thereof;
'thence South 89954'07"East, along the south line of said north 3.75 acres, a distance of
62938 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 60.00 feet as measured at right angles to the south
line of said north 3,75 acres;
Thence North 89°54'07" Wcst, along said parallel line, a distance of 44.00 feet to a line
parallel with and distant 74.00 feet west as measured at rigltt 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 BEGINNING.
Excepting therefrom the northerly 60.00 feet thereof,said 60.00 feet being measured at right angles to the
south line of said north 3.75 acres.
Page 1 of 2
KMEGM (?� OSTEWART
PURCHASE OPTION
PARCEL NO.3
LEASE AREA
(Continued)
Contains 4.72 acres,more or less.
See Exhibit 77'attached hereto and made a part hereof.
�.wAu��s�g4
0 9
LB.4741
P,' F P Q913019���p*/y
M WE/]gm ' m�'CALak�Y
LECrAW101-52P1g-C(7117/2006)
Page 2 of 2
a IL3D'
Fim"'
,. w
rl
iNOR7M 3.75 ACRES I Na
� N Sa I To
y O S 589 54 07"E _ C
IIIIII 1 w —EXCEPl10N— w f, �J�
�r
w / N89'54'07'W
SCALE: i 2a0' � p N',NE1 /4, SE1 /4, SW1/4 . -� 44.00'
s % l//SEC. 20 r N a
z T.4S., R.5E., SBM K) o ,
N89'50'45"W 7�:
Soul LINE NE1/4, SEi/4, SW1/4 T.P.O.6. P.Q.G.
N89'50'46"W I SE CDR, NEl 4,
lb
74.00' SE1/4, SW1 4,
LLJ
�GK A. 100
L,$.4141
�FF CA���`�`
19 2 0 OF 210
3029 29
KmEcm DESERT WATER AGENCY
8TMWT NCOFCORAiCC RECLAMATION FACILITIES
acos uRnen¢y w •nrm�nr,ca s25oi sel..ce -seoo PURCHASE OPTION PARCEL NO. 3
LEASE AREA
R SCALE: 1'F200' DAW:D7 17 DB MU" W-M Cl rIMD I)y LAR E.O.: 101-52.10 .11'll I OF 1