HomeMy WebLinkAboutA5446 - CSU SAN BERNARDINO PALM DESERT CAMPUS HEALTH SCIENCES BLDG FUNDING AGR FUNDING AGREEMENT
BETWEEN
THE CITY OF PALM SPRINGS
AND
THE CALIFORNIA STATE UNIVERSITY
(CSU San Bernardino Palm Desert Campus — Health Sciences Building)
THIS FUNDING AGREEMENT (the "Agreement") is made and entered into this
day of 2007, by and between the City of Palm Springs, a California
charter city and municipal corporation ("City"), the Foundation for California State
University, San Bernardino ("Foundation"), and the California State University
("University"). City and University are sometimes hereinafter individually referred to as
"Party" and hereinafter collectively referred to as the "Parties".
RECITALS
WHEREAS, California State University San Bernardino operates a permanent
off-campus education center in Palm Desert ("Palm Desert Campus") and has proposed
the construction of a new health sciences building at this campus location; and
WHEREAS, City has long been a supporter of higher education and continues to
recognize the value and importance of higher education institutions in the community for
the provision of education, culture, and training for all individuals in the City and
throughout the Coachella Valley; and
WHEREAS, the rapid economic and population growth in the Coachella Valley
has created a need for trained individuals in the health sciences field, specifically in the
area of environmental sustainability; and
WHEREAS, University through the California State University San Bernardino
has proposed to construct a new health sciences building at the Palm Desert Campus,
which is located at 37500 Cook Street, Palm Desert, California, with an expectation of
construction completion by late 2007, and has requested funding assistance from
various public agencies throughout the Coachella Valley for the construction and
operation of this new learning facility; and
WHEREAS, the Foundation has been formed to financially assist the University
in its operation of an off-campus education center and intends to use the funding set
forth in this Agreement together with other funding to construct the third phase of a
permanent off-campus center in Palm Desert ("Off-Campus Center") (A Diagram
depicting the off-campus center is attached herein); and
WHEREAS, the County of Riverside and the cities of Cathedral City, Coachella,
Desert Hot Springs, Indio, La Quinta, Palm Desert, and Rancho Mirage have all
contributed community assistance funds to University for the purpose of assisting in the
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funding of the construction of the proposed Palm Desert Campus health sciences
building; and
WHEREAS, City wishes to provide community assistance funding to University
for the purpose of assisting in the construction of the new health sciences building at the
Palm Desert Campus; and
WHEREAS, City finds that the construction of the new health sciences building at
the Palm Desert Campus is in the public interest in that it will provide education,
training, and environmental studies necessary for City and the Coachella Valley to
better achieve environmental sustainability throughout the economic and population
growth in the Coachella Valley and will assist in the mitigation of many of the problems
caused by urban migration, including the inefficient use of scarce energy and water
resources; and
WHEREAS, University will operate the new health sciences building for the
benefit of the residents and visitors of the City of Palm Springs and the Coachella
Valley.
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, City and University agree as follows:
AGREEMENT
1. UNIVERSITY OBLIGATIONS
1.1 Scope of Obligation. The Foundation will construct, and the University
will operate and maintain a new health sciences building at the Palm Desert Campus of
California State University San Bernardino. University warrants that construction of the
new health sciences building at the Palm Desert Campus of California State University
San Bernardino shall be performed in a timely, competent, professional, and
satisfactory manner in accordance with all standards prevalent in the industry. In
compliance with all terms and conditions of this Agreement, in addition to constructing
the new health sciences building, University shall also provide the following.
1.1.1 Biology Laboratory. University agrees to construct within the new
health sciences building a biology laboratory, and shall officially name such
laboratory the "Palm Springs Biology Laboratory."
1.1.2 Signage. University agrees to install or cause to be installed any
and all signage within the new health sciences building and campus identifying
the Palm Springs Biology Laboratory, in accordance with the provisions set forth
in section 5 of this Agreement.
1.1.3 Scholarship Fund. University agrees to establish and maintain for
a period of twenty-five (25) years the 'Palm Springs Environmental Scholarship
Fund." The scholarship fund shall provide a scholarship of at least $3,600 to be
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awarded by the University annually to a deserving high school senior enrolled in
the Palm Springs Unified School District who has been accepted by the
University to California State University San Bernardino and who plans to pursue
major course work in environmental health sciences or related field. University
shall be responsible for securing all funds from private and public sources
necessary for funding this scholarship program. The scholarship fund may be
adjusted upward by the University as with other University-sponsored
scholarships. Upon request, University shall provide the City with the name and
school affiliation of all students that are awarded the Palm Springs Environmental
Scholarship Fund.
1.1.4 Establishment of Institute. Within two (2) years of execution of
this Agreement, University agrees to establish and maintain for a period of not
less than five (5) years an institute dedicated to promoting a better
understanding of environmental issues facing the Coachella Valley. This
institute shall be known as the "Palm Springs Institute for Environmental
Sustainability" (the "Institute"). After five (5) years from the date the Institute is
established, University shall meet and confer with the City in advance before
dissolving the Institute.
1.1.4.1 Institute Mission. The primary mission of the Institute shall
be to advance public understanding of the environmental issues facing the
Palm Springs community and the Coachella Valley through
interdisciplinary research, education, and community outreach activities
concerning, for example, the following five (5) topics related to
sustainability: (1) energy; (2) freshwater; (3) human health and the
environment; (4) biodiversity and global change; and, (5) building
sustainable communities through technology.
1.1.4.2 Institute Tasks. To accomplish its mission, the Institute
should: (a) encourage innovative academic programs that explore the
complexities of environmental sustainability and emphasize the inter-
relationships between ecological systems; (b) encourage the development
of green building and related technologies; and, (c) develop an outreach
program that educates the community and policy makers on how to
economically and effectively achieve environmental sustainability.
1.1.4.3 Institute Implementation. The University should
implement the mission of the Institute in the following ways:
a. The Institute should offer various undergraduate
courses in environmental health science, water resource management,
resource conservation, ecology, and earth science; and,
b. The Institute should educate public and private
policymakers on issues of sustainability, helping them to be more involved
in finding solutions to the environmental issues affecting the Coachella
Valley.
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1.1.4.4 Annual Lecture Series.The Institute shall host an annual
lecture series consisting of two separate lectures held at different times
throughout the year. These lectures shall feature speakers from
academia, government, and the private sector on a wide array of
environmental topics. The goal of the lecture series shall be to increase
the public's awareness of environmental issues and to create a "call for
action" in support of environmental sustainability. The lectures shall be
held at the University and/or designated venues within the City and shall
be free to the public, except for regular parking fees.
1.1.4.5 Annual Progress Reporting. On or about the 1st of each
year after the establishment of the Institute, University shall submit an
annual written report to the City detailing the accomplishments and
activities of the Institute for the prior twelve months, as well as the
Institute's goals and objectives for the next twelve months. Such annual
written report shall also serve to inform the City about the Institute's efforts
to accomplish its stated objectives and mission.
1.1.4.6 Institute Endowment. University agrees to raise funds
necessary to establish an endowment in order to ensure long-term funding
for the maintenance and operation of the Institute. City agrees to assist
University in its endowment fund-raising efforts; however, City shall be
under no obligation whatsoever to contribute any funds to the endowment.
It is understood and agreed that in the event University is unable to raise
sufficient funds to establish an endowment for the Institute, University
shall have no obligation to perform the requirements set forth in this
Section 1.1.4.
1.2 Compliance with Law. All work completed under this Agreement shall be
in compliance with all applicable provisions of local, state, and federal laws.
1.3 Licenses and Permits. University shall comply, at its sole cost and
expense, with all applicable state licensing standards, all applicable accrediting
standards, and any other standards or criteria established by the state to assure quality
of education.
2. TIME FOR COMPLETION.
Time is of the essence in the performance of this Agreement. The time for
completion of the work and services to be performed by University under this
Agreement is an essential condition of this Agreement. University agrees to prosecute
regularly and diligently the construction of the new health sciences building.
3. CITY OBLIGATIONS
3.1 Payment Amount. City agrees to allocate to University through its
Foundation the sum of One Million Dollars ($1,000,000.00), to be paid in two (2) equal
annual installments. University agrees that all donated funds provided by City under
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this Agreement shall be restricted and used only to construct a new health sciences
building at Palm Desert Campus of the California State University San Bernardino.
3.2 Method of Payment. City shall pay the Foundation two (2) equal
payments of Five Hundred Thousand Dollars ($500,000) each. The first installment
payment shall be paid by City upon execution of this Agreement, and the second
installment payment shall be paid by City on or before February 1, 2008.
3.4 Appropriations. This Agreement is subject to and contingent upon funds
being appropriated therefore by the City Council of City for each fiscal year covered by
the Agreement. If such appropriations are not made, this Agreement shall automatically
terminate without penalty to City.
4. REIMBURSEMENT
All amounts paid by City to University, pursuant to this Agreement, shall be
subject to reimbursement within thirty (30) days upon the occurrence of any of the
following:
A. If University fails to commence construction of the new health sciences
building by December 2009. For purposes of this section, construction commencement
is deemed to have occurred if building permits have been issued, substantial work has
commenced in reliance thereon, and ground has been broken on the new health
science building.
B. If University fails to complete the new health sciences building, including
the primary biology laboratory to be named Palm Springs Biology Laboratory, on the
Palm Desert Campus of California State University San Bernardino by January 1, 2010.
University shall refund City its allocation of One Million Dollars ($1,000,000.00), plus
interest, unless agreed to otherwise by the parties in writing. Interest shall be computed
on the interest paid by the Local Agency Investment Fund (LAIF).
C. If University defaults under any material provision of this Agreement and
the default is not cured within sixty (60) days after written notice of default is given by
City to University. City's termination of this Agreement hereunder will be effective thirty
(30) days after it gives written notice of termination to University.
D. University terminates or attempts to terminate this Agreement for any
reason other than City's failure to make payments as provided hereunder.
E. University fails to fulfill any of the responsibilities, duties, and obligations
set forth herein.
5. SIGNAGE
5.1 Expense. University shall, at its sole cost and expense, install or cause to
be installed any and all signs identifying Palm Springs Biology Laboratory, including
directional signs within the new health science building and Palm Desert Campus.
516942 1516941.1 5
University shall maintain and repair all signs identifying the Palm Springs Biology
Laboratory in first class condition, at its sole expense.
5.2 Written Materials. All written materials ("Written Materials") authored by
University shall refer to the biology laboratory as the "Palm Springs Biology
Laboratory". As used herein, all Written Materials shall include, but are not limited to, all
press releases, publicity, media announcements, interviews, web sites, advertising,
tickets, pamphlets, maps, brochures, informational materials, in any form whether
written, electronic, audio taped, video taped, spoken in public venues or spoken to
media persons. University may use building or room abbreviations in course bulletins
and in telephone directories and in other materials with the approval of the City
Manager if all other room and building names are abbreviated.
5.3 Future Agreements. University shall require, as part of any future
agreements for the use and occupancy of the Palm Springs Biology Laboratory, all
references to be made to the name "Palm Springs Biology Laboratory".
5.4 Signage Plan. On or before completion of the biology laboratory in the
new health sciences building, City and University shall meet and confer in good faith
and mutually agree on a signage plan for the Palm Springs Biology Laboratory,
consistent with the overall signage plan of the University. The signage plan shall
address the exact size, design, materials, and location of all building and campus signs
identifying the Palm Springs Biology Laboratory. The jointly approved signage plan
shall be signed by the Parties and shall be attached hereto as Exhibit "A" and is
incorporated herein by reference.
5.5 Term. University agrees that it shall use the name "Palm Springs Biology
Laboratory" for the purposes described herein so long as the health sciences building is
owned and/or operated by University, or a successor institution of higher education,
unless City elects in writing to withdraw its naming rights. In the event City elects to
withdraw the naming rights granted herein, University or its successor may promptly
rename the laboratory.
6. INDEMNIFICATION
To the fullest extent permitted by law, University shall defend (at University's sole
cost and expense), indemnify, protect, and hold harmless City, its elected officials,
officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from
and against any and all liability, actions, suits, proceedings, claims, demands, losses,
costs, judgments, damages, expenses, including legal costs and attorneys' fees, and
causes of action for injury to or death of person or persons, for damage to property,
including property owned by City, for any violation of any federal, state, or local law or
ordinance, and for errors and omissions committed by University, its officers,
employees, representatives, and agents, arising out of or related to this Agreement.
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7. REVIEW
City shall have the right to monitor University's performance under this
Agreement. City will notify University in writing within thirty (30) days of any potential
exceptions. Where such findings indicate that any provision of this Agreement is not
being met, University agrees to immediately implement corrective action. Upon request,
University shall promptly submit evidence, to the satisfaction of City, that it has made
substantial progress toward the construction of the new health sciences building.
8. ENFORCEMENT OF AGREEMENT
8.1 California Law. This Agreement shall be construed and interpreted both
as to validity and to performance of the parties in accordance with the laws of the State
of California. Legal actions concerning any dispute, claim, or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of
Riverside, State of California, or any other appropriate court in such county, and
University covenants and agrees to submit to the personal jurisdiction of such court in
the event of such action.
8.2 Waiver. No delay or omission in the exercise of any right or remedy of a
non-defaulting party on any default shall impair such right or remedy or be construed as
a waiver. No consent or approval of City shall be deemed to waive or render
unnecessary City's consent to or approval of any subsequent act of University. Any
waiver by either party of any default must be in writing and shall not be a waiver of any
other default concerning the same or any other provision of this Agreement.
8.3 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative and the exercise by either party of one or more of such
rights or remedies shall not preclude the exercise by it, at the same or different times, of
any other rights or remedies for the same default or any other default by the other party.
8.4 Legal Action. In addition to any other rights or remedies, either party
may take legal action, in law or in equity, to cure, correct, or remedy any default, to
recover damages for any default, to compel specific performance of this Agreement, to
obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the
purposes of this Agreement.
8.5 Administration of Agreement. The City Manager or his designee is
hereby designated to administer this Agreement on behalf of City and is hereby
authorized to make any determination on behalf of City necessary for implementation of
the provisions of this Agreement.
10. MISCELLANEOUS PROVISIONS
10.1 Notice. Any notice, demand, request, consent, approval, or
communication either party desires or is required to give to the other party or any other
person shall be in writing and either served personally or sent by pre-paid, first-class
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mail to the address set forth below. Either party may change its address by notifying
the other party of the change of address in writing. Notice shall be deemed
communicated seventy-two (72) hours from the time of mailing if mailed as provided in
this Section.
To City: City of Palm Springs
Attention: City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To University: California State University, San Bernardino
Attn: David DeMauro, Vice President for
Administration & Finance
5500 University Parkway
San Bernardino, California 92407
10.2 Integrated Agreement. This Agreement contains all of the agreements of
the parties and cannot be amended or modified except by written agreement.
10.3 Amendment. This Agreement may be amended at any time by the
mutual consent of the parties by an instrument in writing.
10.4 Assignment. University shall not assign any interest in this Agreement
without prior written consent of City, and any attempted assignment without consent
shall be void. This Agreement binds the devisees, assigns, and successors of
University.
10.4 Severability. In the event that any one or more of the phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable by valid judgment or decree of a court of competent
jurisdiction, such invalidity or unenforceability shall not affect any of the remaining
phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be
interpreted to carry out the intent of the parties hereunder.
10.5 Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by so executing this Agreement the parties hereto are formally bound to
the provisions of this Agreement.
[Signature Block on Next Page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
"CITY"
City of Palm Springs
Date: 'D S/0 Z12O0 J By_ V, ro "
Ronald Oden,
Mayor
APPROVED/W TO/F�O-RM: ATTEST _ _ -
By: (� (/��� ' By:
DouglS s C. Holland, ames Thompson,
City Attorney City Clerk
"UNIVERSITY"
California State University
Date. �Ia By :
Albert K. Karnig, President
California State University, San 4eardino
"FOUNDATION"
CSUSB
Date: By:
1 DavitllDeMauro, Treasurer
Foundation for California State
University, San Bernardino
APPROVED BY CITY COUNCIL
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526942.1516942 1 9
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