HomeMy WebLinkAbout9/17/2003 - STAFF REPORTS (25) PARKLAND PROTECT LEASE AGREEMENT
This Lease Agreement("Lease")is made and dated as of 2003, by
and between the Desert Healthcare District, a Health Care District organized and existing
pursuant to California Health and Safety Code section 32000 et seq. ("District"),and the City
of Palm Sprigs, a California Charter City ("City"), with reference to the following facts:
RECITALS
A. As a California Health Care District, the District is istrurnental in promoting
health and wellness services to the communities of the Coachella Valley, including the City
of Palm Springs, California. The District is the owner of certain real property located in the
southeast quadrant of the intersection of Tachevah Drive and Via Miraleste, in the City of
Palm Springs, California, consisting of one (1) parcel totaling approximately five (5) acres,
as more particularly described on Exhibit "A" attached hereto and incorporated herein by
reference (referred to herein as the "Park" or the "Property").
B. City desires to make the Property available as a special-use park ("Parkland
Project"), which shall include recreational areas and facilities specifically designed for use
by individuals with disabilities, rehabilitation patients, families utilizing hospital services,
support groups, and other health purposes.
C. City owns property ("Ruth Hardy Park") adjacent to the Property which has
been developed for many years as a park. The Property and the Ruth Hardy Park are shown
on a "Map of Site" which is attached hereto as Exhibit `B" and incorporated herein by this
reference.
D. District is willing to enter into a long-term lease of the Property with City the
Property in accordance with the terms and conditions of this Lease.
E. The parties have developed a general "Site Plan" attached hereto as Exhibit
"C"and incorporated herein by this reference which shows a concept plan for improvements
including parking areas and recreational amenities. The parties agree that the joint
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development and use of the Property and the Ruth Hardy Park will best promote the interests
of the parties hereto and the general welfare of the community.
NOW,THEREFORE,the parties incorporate the Recitals as set forth herein and agree
as follows:
COVENANTS
ARTICLE I
PROPERTY, TERM AND OPTIONS
1.1 Leased Property. District hereby leases to City, and City hereby leases from
District, on the terms and conditions set forth in this Lease, the Property that is more
particularly identified and described on Exhibit "A".
1.2 Term of Lease. The initial term of this Lease shall be for ten (10) years,
commencing on 2003,and ending on
2013, with fore, 10-year options to extend.
1.3 Options to Extend. With the consent of District, City shall have the right to
extend this Lease on the same terms and conditions for four (4) additional ten-year (10)
periods after the initial term expires by giving District written notice of its intention to do so
at least 60 days prior to the date that the then-current term would otherwise end.
ARTICLE II
ACCEPTANCE OF PREMISES
2.1 Acceptance of Property. City accepts the Property in an"as-is" condition as
of the date of the corrunencement of the term of this Lease.
ARTICLE III
RENT, TAXES AND UTILITIES
3.1 Rent. The contemplated use of the Property by City will benefit the
communities served by District by enhancing the health and welfare of the residents of the
community. As City will make available and maintain the Property, the rent shall be $1.00
per year, which City may prepay in a lump sum.
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3.2 Taxes and Assessments. City agrees to pay any and all applicable real and
personal property taxes, general and special assessments, and other charges of every
description levied on or assessed against the Property, improvements to the Property, or
personal property located on or in the Property.
3.3 Utilities. Lessee further agrees to pay for all utilities used on the Property,
including without limitation water, gas, heat, light, power, telephone service, refuse
collection and removal, and all other services provided to the Property. All utilities shall be
installed underground, at District's sole cost and expense, unless the prior written consent
of District is obtained.
ARTICLE IV
USE, MAINTENANCE, AND COMPLIANCE WITH LAWS
4.1 Limitations on Use. The Property is leased to City for the sole put-pose of
maintaining the Property as a park that provides recreational areas and health realted uses
specifically designed for District and City residents and other individuals for health
promotion purposes. The park areas and facilities shall be maintained in accordance with the
Development Plan which shall be consistent with the general Site Plan as further provided
in Article V. In the event that City ceases to utilize the Property for the purposes outlined
above at any time during the tern of the Lease, this Lease shall terminate in accordance with
Article IX of this Lease, and the Property with all improvements thereon shall be returned
to District in good and clean condition as provided in Section 12.1.
4.2 No Liens or Easements. Except for permitted encrunbrances, easements, and
restrictions approved in writing by District, City agrees and covenants not to place any deed
of trust,mortgage,or any other type of security lien upon the Property during the term of this
Lease without the written consent of District.
4.3 Maintenance of the Property. City shall, at its sole cost and expense,
maintain the Property in good,clean condition and use in accordance with the Development
Plan. District shall not have any responsibility to maintain the Property and City hereby
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waives all rights to make repair under California Civil Code sections 1932(1), 1941, and
1942 or any law in replacement thereof.
4.4 Compliance with Laws and Restrictions. City agrees to use the Property in
material compliance with all laws now in force or which may hereafter be in force relative
to its use as outlined in this Lease, including without limitation compliance with all federal
and state statutes and regulations, and local zoning and building ordinances, as well as all
covenants, conditions, and restrictions contained in this Lease.
ARTICLE V
DEVELOPMENT PLAN AND PARKING ALLOCATION
5.1 Develoimient Plan. The Development Plan shall be prepared by District to
implement the Site Plan and shall be subject to District approval. District, at its sole cost,
shall be responsible for the improvement of the Property pursuant to the Development Plan.
As part of the Development Plan, the Desert Water Agency may assist the District in
landscaping the Property with drought tolerant plants and xeriscape landscaping. City agrees
to allow Desert Water Agency access to the Property to monitor, and promote the water
conservation technology.
5.2 Memorials and Park Naming Rights. During the term of this Lease,District
and City shall share the right,in consultation with each other,to place memorials and plaques
in appropriate areas in the Park, in recognition of donors and other supporters of the
community. Neither party shall unreasonably withhold consent to the placement of a
proposed memorial or placque. In the event the District or City withholds consent to the
placement of a memorial or placque, the dispute resolution provisions of section 14.2 of this
Lease shall apply. Notwithstanding any provision in this Lease, all naming rights to the Pak
shall be reserved to District.
5.3 Park Access. In addition to members of the general public, City agrees to
ensure access to the Property for health related uses which may include use of the Park by
health related groups.
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5.4 Parking Allocation. As material consideration for entering into this Lease,
during the term of this agreement, District shall have the option to utilize up to 45 parking
spaces on the Property in the area shown on the Site Plan to satisfy the terms and conditions
of that certain Parking Agreement dated January 31, 1997, and recorded in the Office of the
County Recorder of Riverside County, California, on February 13, 1997, as Instrument
No. 048590.
ARTICLE VI
INSURANCE
6.1 Insurance Coverage. During the term of this Lease and any renewal or
extension thereof, City shall, at City's sole cost and expense, procure and maintain
comprehensive property and general liability coverage, including automobile liability, as a
part of City's comprehensive facilities insurance. This insurance shall cover activities on the
Property so as to protect both parties.
ARTICLE VII
DAMAGE OR DESTRUCTION DURING TERM OF LEASE
7.1 Restoration of Leased Premises. If during the term of this Lease the Property
is damaged, whether or not from a risk covered by insurance, and subject to the other
provisions of this Lease regarding termination, City shall promptly make the repairs
necessary to restore the Property to a condition for use comparable to the condition thereof
before such damage occurred.
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8.1 Allocation of Condemnation Award. In the event that the Property or any
portion thereof is taken by eminent domain or by inverse condemnation, District shall be
entitled to the entire award,including but not limited to compensation,damages, and interest,
if any, provided that City shall be entitled to that portion of the award, if any, which is
attributable to any improvements constructed by City.
ARTICLE IX
DEFAULT AND TERMINATION
9.1 Events of Default. Subject to the notice and cure provisions of paragraphs 9.2
and 9.3 below, and the expiration of the cure period set forth therein, the following events
shall be a default by City and a breach of this Lease:
(a) Failure of City to maintain the Property in good condition as a park, as
outlined in this Lease, or a material breach of any term or condition of this Lease.
(b) The subjection of any material right or interest of City to attachment,
execution, or other levy, or to seizure under legal process which would materially interfere
with City's ability to operate the Property as a special use park.
(c) An assignment by City for the benefit of creditors or the filing of a
voluntary or involuntary petition by or against City under any law for the purpose of
adjudicating City bankrupt.
(d) In the event the Property becomes a public nuisance or disturbs the
peace and tranquility of the surrounding residents.
9.2 Notice and Right to Cure. Prior to pursuing any remedy for an alleged
default of City,District shall provide written notice of default to City. Each notice of default
shall specify in detail the alleged event of default and the intended remedy. City shall have
one hundred and eighty (180) days after notice is given to cure the alleged default.
9.3 Remedies. In the event that a material default by City continues uncured for
a period of one hundred and eighty(180) days following notice, in addition to the rights and
remedies provided by law or equity, District may at its election terminate this Lease by
giving City notice of termination. On the giving of notice, all City's rights in the Property
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and improvements shall terminate. Promptly after notice of termination,City shall surrender
and vacate the Property mid all improvements in good and clean condition.
9.4 Termination by City. City may terminate this Lease at any time by giving
written notice to District at least one hundred eighty (180) days prior to the effective date of
such termination. Upon such termination, City must surrender the Property and all
improvements in good and clean condition as provided in Section 12.1.
ARTICLE X
HAZARDOUS WASTE
10.1 Hazardous Materials. City shall not use or allow anyone else to use the
Property to generate, manufacture, refine, transport, treat, store, handle, recycle, release, or
dispose of any hazardous material, other than as reasonably necessary for the activities as
contemplated pursuant to this Lease. The tern "hazardous material' means any hazardous
substance, material, or waste, including but not limited to those listed in 49 CFR 172.101
(U,S.Department of Transportation),the Cal/EPA Chemical Lists,orpetroleum products and
their derivatives. City shall immediately notify District in writing in the event of any release
of hazardous material,violation of any environmental law,or actions brought by third parties
against City alleging environmental damage. City shall indemnify and hold District harmless
from any and all damages of any nature (including payment of attorney fees) related to or
arising out of the discharge or release of hazardous materials by City, its agents, employees
or invitees.
ARTICLE XI
ADDITIONAL COVENANTS OF CITY
11.1 Signage and Displays. District and City shall work cooperatively to develop
appropriate signs and displays describing the multi-purpose functions of the park and
acknowledging the contributions of the District. t/�A
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11.2 Annual Reporting. City shall provide to District an annual report, in a form
acceptable to District, on the operations of the park.
ARTICLE XII
SURRENDER OF PROPERTY
12.1 Surrender of Property. Upon the expiration or earlier termination of this
Lease, City shall surrender the Property and all improvements thereon in a good and clean
condition to District.
ARTICLE XIII
INDEMNIFICATION
13.1 Indemnification. City shall defend, indemnify, and hold District harmless
from, and reimburse District for, any loss, cost, expense, liability, or damages of every kind
or nature, including but not limited to injury to or death of any person or destruction of
Property in connection with or related to, the use by City or any third party (including
officers,directors,and employees of District)of the Property or any facilities located thereon
in connection with the services being provided by City. In addition, City shall defend,
indemnify, and hold District harmless from any breach or default in the performance of any
obligation to be performed by City under this Lease; any violation of governmental law or
regulation, or any intentional misconduct or negligence of City, or any officer,agent,jusasec
employee, guest, or invitee of City, regardless of whether such intentional misconduct or
negligence was active or passive.
In the event of the occurrence of any event which is an indemnifiable event
pursuant to this Section, City shall notify District promptly and, if such event involves the
claim of any third person, City shall assume all expenses with respect to, the defense,
settlement, adjustment, or compromise of any claim. Provided that District may, if it so
desires, employ counsel at its own expense to assist in the handling of such claim, and City
shall obtain the prior written approval of District, which shall not be unreasonably withheld,
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before entering into any settlement, adjustment or compromise of such claim. City shall
reimburse District or any third party (including officers, directors, and employees of the
District) for any legal expenses and costs incurred inconnection with or in enforcing the
indemnity herein provided. All indemnification obligations hereunder shall survive the
expiration or earlier termination of this Lease. Notwithstanding the generality of the
foregoing, the City's obligation to indemnify the District shall not extend to liability caused
by the negligence or willful misconduct of the District, its officers, employees or agents on
the Property, or events or activities conducted by District.
If District operates any facility adjacent to the Property, District should
indemnify City for injuries relating to the District's activities/use of the adjacent property.
ARTICLE IX
MISCELLANEOUS PROVISIONS
14.1 Governing Law. This Lease shall be governed by and construed in
accordance with the laws of the State of California.
14.2 Dispute Resolution. In the event any disagreement, dispute or claim
(collectively, a "Dispute") arises between or among the parties hereto with respect to the
enforcement or interpretation of any term or provision of this Agreement or any Related
Agreement or with respect to whether an alleged breach hereof or thereof has or has not
occurred, or with respect to any other matter related to or arising out of this Agreement or
any Related Agreement, or the relationship or transactions contemplated hereby or thereby,
such Dispute shall be resolved in accordance with the following procedures:
(a) Meet-and-Confer. In the event of a Dispute between the parties hereto,
either party may give written notice to the other party setting forth the nature of such Dispute
("Dispute Notice"). The parties shall meet and confer to discuss the Dispute in good faith
within thirty (30) days of the other party's receipt of the Dispute Notice in an attempt to
resolve the Dispute. All representatives shall meet at such date(s)and time(s)as are mutually
convenient to the representatives of each party within such 30-day period.
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(b) Arbitration of Disputes. Except as set forth below, any Dispute which
cannot be resolved by the parties hereto within thirty (30) days after either party's receipt of
a Dispute Notice may be submitted at the option of either party to binding arbitration, which
arbitration shall be conducted in accordance with the following provisions:
(1) Venue. The arbitration shall be conducted in Riverside County,
California, unless the parties mutually determine that another venue would be more
convenient for the parties.
(2) Law. The governing law shall be the law of the State of
California.
(3) Selection. A single disinterested third party arbitrator shall be
selected by mutual agreement of the parties, or if they are unable to mutually select an
arbitrator within fifteen(15) days after either party notifies the other of its desire to arbitrate
the Dispute, then by JAMS/Endispute (JAMS) in accordance with its then-current Rules of
Practice and Procedure.
(4) Administration. The arbitration shall be administered by JAMS.
(5) Rules. The rules of arbitration shall be the Rules of Practice and
Procedure of JAMS as may be modified by the parties to the arbitration by mutual agreement
at the time of the arbitration,except that the provisions of California Code of Civil Procedure
section 1283.05 are incorporated into and made applicable to this agreement to arbitrate,
unless the parties agree otherwise at such time. For good cause shown and on order of the
arbitrator, depositions may be taken and discovery may be obtained in accordance with
California Code of Civil Procedure section 1283.05.
(6) Award. The decision of the arbitrator shall be final and binding
upon the parties hereto, and judgment upon the award may be entered in any court of
competent jurisdiction in the United States. The award shall include written findings of fact,
a simunary of the evidence and reasons underlying the decision and conclusions of law. The
arbitrator shall have the power to award equitable relief, including specific performance of
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the terns and conditions of this Agreement and/or injunctive relief. However, the arbitrator
shall not have the right to award punitive damages.
(7) Fees and Costs. As part of the award, the arbitrator may award
reasonable and necessary costs actually incurred by the prevailing party, as detennined by
the arbitrator in his or her award,including that party's share of the arbitrators'fees,costs and
expenses, as well as any administration fees. The arbitrator may also include reasonable
attorneys'fees in an award of costs if the arbitrator finds that the party against whom the fees
are assessed acted frivolously or in bad faith in its demand for, or participation in, the
arbitration.
NOTICE: By initialing the space below,the parties hereto agree to have any Dispute
arising out of the matters included in this "arbitration of disputes" provision decided by
neutral arbitration as provided by California law (provided that such Dispute has not been
resolved through the meet-and-confer discussions and mediation procedures described
above) and the parties are giving up any rights they might possess to have the Dispute
litigated in a court or jury trial. By initialing the space below the parties hereby agree to give
Lip their judicial rights to discovery and appeal, unless those rights are specifically included
in this "arbitration of disputes"provision. If either party refuses to submit to arbitration after
agreeing to this provision, such party may be compelled to arbitrate under the authority of
the California Code of Civil Procedure.
14.3 Invalidity. In the event that any one or more of the provisions contained in
this Lease shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and
enforceability of the remaining provisions contained in this Lease shall not in any way be
affected or impaired thereby. To the extent permitted by applicable law, each party to this
Lease waives any provision of law that renders any provision of this Lease invalid, illegal,
or unenforceable in any respect. In the event any provision of this Lease shall be held
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invalid, illegal, or unenforceable, the parties shall use all reasonable efforts to substitute a
valid,legal,and enforceable provision that implements the purposes and intents of this Lease.
14.4 Notices. All notices, requests, demands, waivers, consents, and other
communications hereunder shall be in writing, shall be delivered either in person, by
telegraphic, facsimile, or other electronic means, by overnight air courier, or by mail and
shall be deemed to have been duly given and to have become effective (a) upon receipt if
delivered in person or by telegraphic,facsimile,or other electronic means calculated to arrive
on any business day prior to 5:00 p.m. local time at the address of the addressee, or on the
next succeeding business day if delivered on a non-business day or after 5:00 p.m.local time,
(b) one business day after having been delivered to an air courier for overnight delivery, or
(c) three business days after having been deposited in the mail as certified or registered mail,
return receipt requested, all fees prepaid, directed to the parties or their assignees at the
following addresses (or at such other address as shall be given in writing by a party hereto):
If to City, addressed to:
CITY OF PALM SPRINGS
3200 E. Tahquitz Canyon Way
P.O. Box 2743
Palm Springs, CA 92263-2743
Attn: City Manager
FAX: (760) 323-8207
with a copy to counsel for City:
ALESHIRE, WYNDER & SYLVA, LLP
David J. Aleshire, Esq.
Tower 17
18881 Von Karman Avenue, Suite 400
Irvine, CA 92612
FAX: (949) 223-1170
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If to District, addressed to:
DESERT HEALTHCARE DISTRICT
1140 North Indian Carryon Drive
Palm Springs, CA 92262
Attn: President, Board of Directors
FAX: (760) 323-6825
with a copy to counsel for District;
Jeffrey G. Scott, Esq.
16935 W. Bernardo Drive, Suite 170
San Diego, CA 92127
FAX: (858) 675-9897
14.5 Entire Agreement. This Lease (including any exhibits and related
agreements): (i) constitutes the entire agreement and supersedes all other prior agreements
and understandings, both written and oral, among the parties, or any of them, with respect
to the subject matter of this Lease; (ii) is not intended to confer upon any person, other than
the parties to this Lease, any rights or remedies under this Lease; and (iii) shall not be
assignable.
14.6 Additional Documents. In addition to the documents and instruments to be
delivered as provided in this Lease, each of the parties shall, from time to time at the request
of the other party, execute and deliver to the other party such other documents and shall take
such other actions as may be reasonably required to carry out more effectively the terms of
this Lease.
14.7 Relationship of District and City. Nothing contained herein shall be deemed
or construed as creating the relationship of principal and agent, or of partnership, or of joint
venture by the parties hereto; it being understood and agreed that no provision contained in
this Lease nor any acts of the parties hereto shall be deemed to create any relationship other
than the relationship of District and City.
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14.8 Short Form Agreement. This Lease shall not be recorded, but the parties
agree, at the request of either of them, to execute a short form agreement for recording,
containing the names of the parties, a description of the Property, and the lease term.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed
as of the date first written above.
DISTRICT: DESERT HEALTHCARE DISTRICT
Dated: By:
Mark Matthews, President
Board of Directors
CITY: CITY OF PALM SPRINGS
Dated: By:
William G. Kleindienst, Mayor
ATTEST:
By:
City Clerk
Approved as to Fonu:
By:
City Attorney
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SEP 17 '03 08:37RM JEFF SCOTT,ESQ P.2
Page 1 DESCRIPTION
Order NO, 32035193
THAT PORTION OF THE SOUTHWEST QUARTER OF SECTION 11, TOWNSHIP 4 SOUTH, RANGE 4
EAST, SAN BERNARDINO MERIDIAN, ACCORDING TO UNITED STATES GOVERNMENT SURVEY
THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE CENTER LINE OF TACHEVAH DRIVE WITH THE
CENTER LINE OF AVENIDA DE LOS CABALLEROS, SAID POINT ALSO BEING THE CENTER OF
SAID SECTION 11;
THENCE ALONG THE CENTER LINE OF SAID AVENIDA DE LOS CABALLEROS, SOUTH 0° 00' WEST
608 .22 FEET;
THENCE LEAVING SAID CENTER LINE, SOUTH 89° 58' 00" WEST 1, 320 .42 FEET TO AN
INTERSECTION WITH THE CENTER LINE OF VIA, MIRALESTE;
THENCE ALONG SAID CENTER LINE, NORTH 00 '03' 30" EAST 608,22 FEET TO AN
INTERSECTION WITH THE CENTER LINE OF SAID TACHEVAR DRIVE;
THENCE ALONG SAID CENTER LINE, NORTH 890 58' 00" EAST, 1,320.86 FEET TO THE POINT
OF BEGINNING;
EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO THE CITY OF PALM SPRINGS BY DEED
RECORDED NOVEMBER 21, 1963 AS INSTRUMENT NO. 123450 OF OFFICIAL RECORDS OF
RIVERSIDE COUNTY, CALIP0 ENT A;
ALSO EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO THE CITY OF PALM SPRINGS BY
DEED RECORDED AUGUST 19, 1966 AS INSTRUMENT NO. 84534 OF OFFICIAL RECORDS OF
RIVERSIDE COUNTY, CALIFORNIA;
A1SO EXCEPTING THEREFROM THAT PORTION AS CONVEYED TO THE CITY OF PALM SPRINGS BY
DEED RECORDED MARCH 10, 1977 AS INSTRUMENT NO. 40101 OF OFFICIAL RECORDS OF
RIVERSIDE COUNTY, CALIFORNIA;
ALSO EXCEPTING THEREFROM ALL URANIUM, THORIUM AND ALL OTHER MINERALS DETERMINED
PURSUANT TO SECTION 5, (B) , (1) OF THE ATOMIC ENERGY ACT OF 1946, (60 STAT,
761) , TO BE PECULIARLY ESSENTIAL TO THE PRODUCTION OF FISSIONABLE MATERIAL AA
RESERVED IN QUITCLAIM DEED RECORDED NNE 15, 1948 IN BOOK 986, PAGE 200 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
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