HomeMy WebLinkAbout02390 - THERMAL ENERGY & ELECTRICITY Thermal Energy & Electricity
agr btwn the City and
the County of Riverside
AGREEMENT FOR EXCLUSIVE PURCHASE AGREEMENT #2390 1-7-87
Resolution 16086,
OF THERMAL ENERGY & ELECTRICITY
AS PART OF THE MONTHLY LEASE PAYMENT
BETWEEN
THE CITY OF PALM SPRINGS, CALIFORNIA
AND
THE COUNTY OF RIVERSIDE, CALIFORNIA
AGREEMENT TO PURCHASE
AND SELL THERMAL ENERGY AND ELECTRICITY
AS A PART OF THE MONTHLY LEASE PAYMENT
This Agreement to Purchase and Sell Thermal Energy and Electricity
("Agreement") , is made as of this 1st day of July , 1986, by and between
the CITY OF PALM SPRINGS, CALIFORNIA ("Palm Springs") , and the COUNTY OF RIVERSIDE,
CALIFORNIA ("Riverside") .
Palm Springs has constructed a Cogeneration Facility for the production
of, among other things, Thermal Energy and Electricity.
Palm Springs and Riverside now desire to agree with respect to the sale
by Palm Springs to Riverside of a portion of the Thermal Energy and Electricity
to be produced in the Municipal Complex Cogeneration Facility for use in heating,
cooling and supplying electricity for the building located at 3211 E.
Tahquitz-McCallum Way, Palm Springs, California. (Formerly Palm Springs Police
Station. )
NOW, THEREFORE, for full and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
Article I
Agreement To Sell And
Purchase Thermal Energy and Electricity
1 .1 In consideration of the mutual promises and covenants hereinafter set
forth, Palm Springs hereby agrees to sell and Riverside hereby agrees to purchase
exclusively from City, Thermal Energy and Electricity in accordance with and
subject to the terms and conditions set forth in this Agreement.
Article II
Definitions
When used with initial capitalizations, the following terms shall have the
following meanings:
2.1 "Agreement" : This Agreement shall constitute a portion of the Lease
Agreement, "Lease," between City and County for the lease of the facility at
3211 E. Tahquitz-McCallum Way, Palm Springs, CA, to which this Agreement shall
be incorporated as Exhibit "D" thereof.
2. 2 "Billing Period" : A period of approximately one month which may consist
of between 28 and 33 consecutive days (except in the case of February which may
consist of as few as 26 days) for which Palm Springs shall measure or estimate
Riverside' s Thermal Energy and Electrical utilization in accordance with this
Agreement. Billing, while done separately from "base rent" due under the "lease"
shall nevertheless constitute the makeup of the "Total Rent" as defined and due
under terms of the "Lease. " Adjustment in energy rates shall be made under terms
of this Agreement and wholly separate from adjustments as set out in the "Lease. "
2. 3 "Btu" : British Thermal Unit. 3413 Btu ' s for KWh.
2.4 "Chilled Water" : The water delivered by Palm Springs to Riverside
for use by Riverside in cooling the Old Police Facility.
2. 5 "Chilled Water Charge" : The charge to be paid by Riverside for Thermal
Energy utilization associated with Chilled Water delivered by Palm Springs under
this Agreement for use by Riverside in cooling the Old Police Facility.
2.6 "Cogeneration Facility" : The facility and equipment to be known as
the Municipal Complex Cogeneration Facility that Palm Springs has constructed
at a location on E1 Cielo Drive in Palm Springs, California.
2.7 "Edison" : Southern California Edison Company.
2.8 "Edison Rate": The Edison rate paid by the County Administration
Building located adjacent to the "Old Police Department Building. "
2.9 "Electricity" : The electricity delivered by Palm Springs to Riverside
for use by Riverside.
2. 10 "Hot Water" : The water delivered by Palm Springs to Riverside for
use by Riverside in heating the Old Police Facility.
2.11 "Hot Water Charge" : The charge to be paid by Riverside for Thermal
Energy utilization associated with Hot Water delivered by Palm Springs under
this Agreement for use by Riverside in heating the County Building.
2. 12 "KW" : Kilowatt.
2.13 "KWh" : Kilowatt-hour.
2.14 "Metering Equipment" : The meters and all necessary equipment which
Palm Springs will install to measure the Thermal Energy and Electricity delivered
by Palm Springs and utilized by Riverside under this Agreement.
2.15 "Subject facility: shall be "Old Police Facility" : Former Palm Springs
Police Facility located at 3211 E. Tahquitz-McCallum Way, Palm Springs , California
and the subject of the lease agreement between City and County dated July 1 , 1986
and to which this "Agreement" is attached as Exhibit "D" thereof.
2.16 "Parties" : Palm Springs and Riverside.
2.17 "Party" : Palm Springs or Riverside.
2. 18 "Property" : The buildings thereon occupied and maintained by Riverside
and located at 3211 East Tahquitz-McCallum Way, Palm Springs, California.
2.19 "Riverside' s Total Requirements" : The total amount of Thermal Energy
and Electricity required by Riverside for heating and cooling and lighting the
Old Police Facility that can be obtained from Hot Water and Chilled Water and
Electricity delivered through the facilities contemplated under this Agreement.
2.20 "Service Bill " : The statement sent by Palm Springs to Riverside after
each Billing Period setting out the amounts due by Riverside to Palm Springs
for Riverside' s Thermal Energy and Electrical utilization during such Billing
Period or prior Billing Periods. Said "Service Bill " shall be considered as
a portion of the lease payment for the Old Police Facility.
2.21 "SoCalGas": Southern California Gas Company.
2. 22 "SoCalGas Rate": The published and effective rate per Therm for the
sale of natural gas under SoCalGas' GN-2 commercial and industrial natural gas
rate schedule.
2.23 "Therm" : One hundred thousand (100,000) Btu' s. 29. 2997 KWh per therm.
2. 24 "Thermal Energy" : The thermal energy content of Hot Water and Chilled
Water which can be utilized for heating and cooling, respectively, when such
Hot Water and Chilled Water are delivered by Palm Springs to Riverside through
the facilities contemplated by this Agreement.
Article III
Term
3. 1 This Agreement shall become effective upon execution by the Parties
and shall remain in full force and effect for as long as the "Lease" shall be
in effect, including option periods. Lessee shall not terminate this agreement
in whole or part during lease of subject building.
Article IV
Contract Quantity
4. 1 During the term of the Agreement, and subject to the other provisions
hereunder, Palm Springs agrees to sell and deliver and Riverside agrees to take
and pay for all of the Thermal Energy and Electricity that Palm Springs provides
to Riverside on a best efforts basis up to a maximum of Riverside' s Total
Requirements.
4.2 Palm Springs may interrupt service under this Agreement at any time
without notice to Riverside, although all reasonable efforts to inform Riverside
of such interruptions in advance will be made. It is agreed and understood that
Palm Springs may interrupt service under this Agreement whenever Palm Springs
determines in its sole discretion that an interruption in service is necessary
for any reason including, without limitation, the existence of an emergency,
the necessity of scheduled or unscheduled maintenance or repair, or an interruption
in the operation of the Cogeneration Facility. Palm Springs shall inform Riverside
of any scheduled interruptions in serivice at least twenty-four (24) hours in
advance.
4.3 Palm Springs does not guarantee continuous uninterrupted service under
this Agreement, and shall not be liable for any loss, damage, claim, cost, charge
or expense of any kind or nature resulting from interruptions in service whether
or not Palm Springs has provided notice of such interruptions in service except
for any loss, damage, claim, cost, charge or expense arising out of City' s
0
negligence or willful misconduct. No interruption in service provided by Palm
Springs under this Agreement shall be deemed a breach of this Agreement or the
subject "lease," provided electricity and appropriate energy sources for heating
and cooling are furnished to the premises from any alternate source.
Article V
Facilities to Be Constructed and Maintained
5. 1 Palm Springs shall construct or cause to be constructed at its own
expense all of the facilities necessary to deliver Thermal Energy and Electricity
to Riverside at the Subject Facility. Such facilities shall remain the property
of Palm Springs and shall be owned and maintained in good condition by Palm Springs
at its own expense throughout the term of this Agreement.
5.2 Palm Springs shall construct or cause to be constructed at its own
expense all of the facilities determined by Palm Springs in its sole judgment
to be necessary for Riverside to accept delivery of Thermal Energy and Electricity
from Palm Springs at the Subject Facility.
5.3 Riverside shall grant to Palm Springs, without cost to Palm Springs,
and by an instrument of conveyance acceptable to Palm Springs, any and all rights
of way, easements, or other property interests, with rights of ingress and egress
at all reasonable times, that the Parties reasonably agree are necessary to enable
Palm Springs to construct and inspect the facilities described in paragraph 5.2
above.
5.4 Palm Springs shall have the right to enter the Subject Property at
all reasonable times, to inspect the facilities leased and maintained by Riverside.
If Palm Springs finds, in such an inspection or otherwise, that the facilities
leased by Riverside within the Subject Facility are, in Palm Springs ' sole
judgment, in a condition or need of repair such that the integrity of the system
that is the subject of this Agreement may be jeopardized, Palm Springs shall
notify Riverside of such condition or need of repair and Riverside shall
immediately undertake or cause to be undertaken at Riverside' s own expense the
repair or replacement of such facilities as may be required to restore such
facilities to good condition.
Article VI
Delivery and Specifications
6.1 The Thermal Energy and Electricity to be sold by Palm Springs and
purchased by Riverside under this Agreement shall be delivered by Palm Springs
to Riverside at the Subject Facility.
6. 2 Palm Springs shall have no responsibility for the use, handling or
action of Thermal Energy, Hot Water or Chilled Water or Electricity within the
Subject Facility, nor shall Palm Springs have any liability for any matter, harm,
injury, or damage of any kind or nature resulting from the use of Electricity,
Thermal Energy, Hot Water, or Chilled Water by Riverside or the presence of
Electricity, Thermal Energy, Hot Water, or Chilled Water within the Subject
Facility, and in connection therewith, Riverside shall indemnify, defend, and
hold harmless Palm Springs from and against any such liability except for any
claims arising out of the sole negligence or willful misconduct of Palm Springs.
6. 3 Riverside shall maintain its facilities within the Subject Facility,
and Palm Springs shall maintain its facilities, in such a condition as to prevent
contamination of Hot Water and Chilled Water. Both Palm Springs and Riverside
shall take all action necessary to ensure that Hot Water and Chilled Water is
not contaminated while in their respective facilities, and neither Palm Springs
nor Riverside shall introduce chemicals into Hot Water or Chilled Water that
could create such a chemical imbalance as could jeopardize the integrity of the
system that is the subject of this Agreement.
Article VII
Hot Water Charge
7.1 Riverside's Thermal Energy utilization associated with Hot Water
delivered under this Agreement shall be calculated by measuring the volume of
Hot Water delivered by Palm Springs to Riverside and the difference between the
temperature of the Hot Water when delivered by Palm Springs to Riverside and
the temperature of the Hot Water when returned to Palm Springs by Riverside.
The Metering Equipment installed in accordance with and pursuant to Article X
of this Agreement shall measure such volumes and temperatures and shall determine
Riverside's Thermal Energy utilization.
7.2 Riverside shall pay a Hot Water Charge equal to its Thermal Energy
utilization as measured by the Metering Equipment in accordance with paragraph
7.1 and expressed in Therms multiplied by eighty-five percent (85% of the SoCalGas
Rate, and divided by a boiler efficiency factor of .70) . Expressed as a formula,
Riverside shall pay a Hot Water Charge equal to:
.85 (SoCalGas Rate) (Thermal Energy utilization)
.70
7.3 If there is a change in the SoCalGas Rate during any Billing Period,
the Hot Water Charge for such Billing Period shall be calculated by prorating
the Thermal Energy utilization on the basis of the percentage of days during
the Billing Period that each rate was in effect.
Article VIII
Chilled Water Charge
8. 1 Riverside' s Thermal Energy utilization associated with Chilled Water
delivered under this Agreement shall be calculated by measuring the volume of
the Chilled Water delivered by Palm Springs to Riverside and the temperature
of the Chilled Water when returned to Palm Springs by Riverside. The Metering
Equipment installed in accordance with and pursuant to Article X of this Agreement
shall measure such volumes and temperatures and shall determine Riverside's Thermal
Energy utilization.
8. 2 Riverside shall pay a Chilled Water Charge as called for in Agreement
No. 2081 , dated 5/7/84.
8. 3 If there is a change in the Edison Rate during any Billing Period,
the Chilled Water Charge for such Billing Period shall be calculated by prorating
the Thermal Energy utilization on the basis of the percentage of days during
the Billing Period that each rate was in effect.
Article IX
Electricity Charge
9. 1 Riverside' s Electricity utilization associated with Electricity delivered
under this Agreement shall be calculated from KWh and demand meter readings.
The Metering Equipment installed in accordance with and pursuant to Article X
of this Agreement shall measure KWh and demand and shall determine Riverside' s
electrical consumption.
9. 2 Riverside shall pay an Electricity Charge equal to its Electrical
utilization as measured by the Metering Equipment in accordance with paragraph
9.1 and expressed in KWh multiplied by the Edison Rate.
9. 3 If there is a change in the Edison Rate during any Billing Period,
the Electricity Charge for such billing period shall be calculated by prorating
the Electricity utilization on the basis of the percentage of days during the
Billing Period that each rate was in effect.
Article X
Metering
10.1 Prior to the initiation of service under this Agreement, Palm Springs
shall install , at its own expense, all Metering Equipment necessary for the
accurate measurement of the Thermal Energy and Electricity delivered by Palm
Springs and utilized by Riverside under this Agreement. The Metering Equipment
shall be located in the Subject Facility. Palm Springs shall continue to own
all such Metering Equipment and shall maintain such Metering Equipment in good
repair and operating condition at its own expense.
10.2 Riverside hereby grants to Palm Springs the right to enter the Subject
Facility thereon for the purposes of installing, constructing, maintaining,
servicing, repairing, replacing, inspecting, removing, testing, and reading such
Metering Equipment and for any other purpose as may be necessary in connection
with this Agreement; provided, however, that Palm Springs shall act in a manner
designed to minimize interference with Riverside' s use of the leased premises.
10.3 Any electricity required for the operation, testing, or maintenance
of the Metering Equipment shall be supplied by Palm Springs at Riverside' s expense.
10.4 Riverside shall promptly notify Palm Springs if at any time Riverside
has reason to believe that the Metering Equiment is not accurately measuring
the Thermal Energy or Electricity delivered by Palm Springs and utilized by
Riverside under this Agreement.
10. 5 Palm Springs shall cause such testing and calibration of the Metering
Equipment as Riverside shall request, provided that the cost of any such testing
and calibration shall be borne by Riverside if such testing does not disclose
an inaccuracy of more than five percent (5%) in measuring Thermal Energy or
Electrical utilization. Upon the discovery of any such inaccuracy, the Metering
Equipment shall be promptly adjusted or replaced, if necessary in Palm Springs'
sole judgment, at Palm Springs' expense.
Article XI
Billing and Payment
11 .1 Billing for thermal and electrical energy costs all constitute the
energy cost portion of the "Total rent" as set out in the "Lease" and to which
this "Agreement" is attached as Exhibit hereof. Billing for electrical and thermal
energy, though part of the "Total Rent" as set out in the "Lease" shall be
separately billed by the City and shall be due and payable upon receipt by the
County. Adjustments to the energy rates shall be under terms of this "Agreement"
and wholly separate from "Base Rent" adjustments as set out in the "Lease. "
11 .2 Unless Riverside is otherwise notified by Palm Springs, the Metering
Equipment shall be read to determine Riverside' s Thermal Energy and Electricity
utilization at least once each Billing Period.
11 . 3 Palm Springs shall , following the end of a Billing Period, send to
Riverside a Service Bill setting forth the amount due by Riverside to Palm Springs
hereunder for such Billing Period, and in itemized accounting therefor.
11 .4 Palm Springs shall have the right, upon notice to Riverside, to estimate
Riverside' s utilization of Thermal Energy during any Billing Period and to submit
to Riverside a Service Bill based on such estimate, provided that at least
quarterly, Palm Springs shall read the Metering Equipment and thereafter
appropriately credit or charge Riverside for the Thermal Energy it actually
utilized in comparison with the previously estimated utilization which was billed
to and paid by Riverside.
11 . 5 If the Hot Water Charge, the Chilled Water Charge, or the Electricity
Charge for any Billing Period is incorrectly calculated because a change in the
SoCalGas Rate or the Edison Rate is not reflected in the calculation of such
Hot Water Charge, Chilled Water Charge, or Electricity Charge, Palm Springs shall
recalculate such Hot Water Charge, Chilled Water Charge, or Electricity Charge,
and shall include a charge or credit in the next Service Bill to reflect the
amount of any increase or decrease, as appropriate, from the amount previously
billed by Palm Springs and paid by Riverside.
11 .6 Each Service Bill shall be due and payable upon receipt by Riverside
or as soon after such date as a warrant can issue in the normal course of County' s
business.
Article XII
Indemnification
12.1 Each Party shall indemnify, defend, and hold harmless the other Party,
its officials, employees, agents and assigns from and against any loss, damage,
claim, cost, charge, or expense of any kind or nature (including direct, indirect
or consequential loss, damage, claim, cost, charge, or expense) , including, without
limitation, attorney's fees and other costs of litigation incurred by the other
Party in connection with the injury to or death of any person or damage to property
of a third party arising out of the indemnifying Party' s construction, engineering,
repair, supervision, inspection, testing, protection, operation, maintenance,
r
replacement, reconstruction, use, or ownership of its facilities, to the extent
that such loss, damage, claim, cost, charge, or expense is caused by the negligence
of the indemnifying Party, its officials, employees, agents, assigns, or any
person or entity whose negligence would be imputed to the indemnifying Party;
provided, however, that each Party shall be solely responsible for and shall
bear all costs of claims brought by its contractors or its own officials,
employees, agents or assigns and shall indemnify, defend, and hold harmless the
other Party for any and all such costs including costs arising out of any workers
compensation law.
12. 2 No provisions of this Agreement shall be construed so as to relieve
any insurer of its obligations to pay any insurance claims in accordance with
the provisions of any valid insurance policy.
Artice XIII
Uncontrollable Forces
13.1 Neither Party hereto shall be considered to be in default in the
performance of any or all of the covenants contained herein, except for obligations
to pay money, if such Party has complied with the provisions of Paragraph 13.2,
when and to the extent that the failure of such performance shall be caused by
an Uncontrollable Force. Un Uncontrollble Force is any occurrence beyond the
control of a Party which causes that Party to be unable to perform its obligtions
hereunder, and which such Party has been unable to overcome by the exercise of
due diligence, including, without limitation, flood, drought, earthquake, storm,
fire, pestilence, lightning and other natural catastrophes, epidemic, war, riot,
civil disturbance or disobedience, strike, labor dispute, action or inaction
of government or other proper authority, or failure, threat of failure or sabotage
of facilities which have been maintained in accordance with good engineering
and operating practices in California.
13.2 A Party may be excused in whole or in part from performance under this
Agreement in accordance with paragraph 13.1 only if:
(1 ) the non-performing Party, within two weeks after the occurrence
of the Uncontrollable Force, gives the other Party written notice
describing the particulars of the occurrence,
(2) the suspension of performance is of no greater scope and of no
longer duration than is required by the Uncontrollable Force,
(3) the non-performing Party uses its best efforts to remedy its
inability to perform (this subsection shall not require the
settlement of any strike, walkout, lockout, or other labor dispute
on terms which, in the sole judgment of the Party involved in
the dispute, are contrary to its interest. It is understood and
agreed that the settlement of strikes, walkouts, lockouts, or
other labor disputes shall be at the sole discretion of the party
having the difficulty) , and
(4) when the non-performing Party is able to resume performance of
its obligations under this Agreement, that Party shall give the
other Party written notice to that effect.
13. 3 In the event that either Party' s ability to perform cannot be corrected
when the Uncontrollable Force is caused by the actions or inactions of legislative,
judicial or regulatory agencies or other proper authority, this Agreement may
be amended to comply with the legal or regulatory change which caused the
nonperformance.
Article XIV
Notices
14.1 All notices and correspondence pertaining to this Agreement shall be
in writing and shall be sufficient if delivered in person or sent by certified
mail , postage prepaid and return receipt requested, to the following addresses:
Palm Springs: Energy Coordinator
City of Palm Springs
P.O. Box 1786
Palm Springs, California 92263
Riverside: County of Riverside
Department of Building Services
3133 Seventh Street
Riverside, California 92507
14.2 All notices sent pursuant to this Article XIV shall be effective when
received. Each Party shall be entitled to receive notices and other correspondence
at a changed address upon written notice of the change of address being sent
to and received by the other Party.
Article XV
Entire Agreement
15. 1 This Agreement supersedes any prior agreement, oral or written, and
contains the entire agreement between the Parties hereto with respect to the
subject matter hereof. No subsequent agreement, representation or promise made
by or to any Party or by or to any employee, agent, or representative of any
Party, shall be of any effect unless it is in writing and signed by the Party
to be bound thereby.
Article XVI
Further Assurances
16.1 Each Party agrees, without any additional consideration, to execute
such other and further documents, and to perform such other and further acts,
as may be necessary or appropriate in order to consummate the transactions
contemplated by this Agreement.
Article XVII
Construction
17. 1 This Agreement shall be construed as a whole and in accordance with
its fair meaning. Captions and organization are for convenience only, and shall
not be used in construing meaning.
Article XVIII
No Waiver
18.1 The waiver by either Party of the performance of any covenant, condition,
or promise shall not invalidate this Agreement, not shall it be construed as
a waiver of any other covenant, condition or promise. The waiver by either Party
of the time for performing any act shall not be considered a waiver of the time
for performing any other act or an identical act required to be performed at
a later time.
Article XIX
Attorneys' Fees
19.1 In the event suit is brought to enforce or interpret any part of this
Agreement, the Prevailing Party shall be entitled to recover as an element of
his costs of suit, and not as damages, reasonable attorney' s fees to be fixed
by the court. The "Prevailing Party" shall be the Party who is entitled to recover
his cost of suit whether or not the suit proceeds to final judgment. A Party
not entitled to recover his costs shall not recover attorneys' fees. No sum
for attorneys' fees shall be counted in calculating the amount of a judgment
or award for purposes of determining whether a Party is entitled to recover his
costs or attorney' s fees.
Article XX
Counterparts
20.1 This agreement may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same instrument, and any
of the parties hereto may execute this Agreement by signing any such conterpart.
Article XXI
Amendment
21 .1 This Agreement may be amended only in writing, and signed by the Parties
by the Parties hereto.
Article XXII
Governing Law
22.1 This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
IN WITNESS WHEREOF, this Agreement is executed as of the day and date first
above written.
COUNTY OF RIVERSIDE
By ft
irman, 3oaTrd of Supervisors
ATTEST:
GERALD A. MALONEY
Clerk of the Board
rPR0 ED r l"T1-SF: a,6T`'COUNCIL
-7-Z7
ATTEST;_, CITY OF PALM SPRINGS
BY � tk BY IZ4111
City Manage
Reviewed & Approved ��
FILE NO. R-85-020 * unty of Riverside lease of
12-15-86 FOR COMPLETE CONTRACT former Police Bldg, SE crnr
SEE ORIGINAL AGREEMENT FILE Tahq-McCallum & Civic
AGREEMENT #2389
LEASE AGREEMENT Resolution 16086, 1-7-87
THIS LEASE, dated July 1, 1986, between City of Palm Springs (or City)
(Lessor) , and County of Riverside (or County) (Lessee) , is based upon the
following;
RECITALS OF FACT:
A. Lessor is the owner of certain premises and improvements in the City of
Palm Springs, County of Riverside, State of California, located at the
southeast corner of Tahquitz-McCallum Way and Civic Drive.
B. Lessee desires to lease said premises and improvements to operate County
offices and facilities.
AGREEMENT: Lessor, in consideration of the rentals hereinafter agreed to be
paid— y-Lessee, and the covenants herein contained, hereby leases to the
lessee the exclusive right to operate offices and related facilities on a
portion of the property owned' by the City, said property being delineated on
the plat marked Exhibit "A" and legally described in Exhibit "B" , which
Exhibits "A" & "B" are attached hereto and incorporated herein as though fully
set forth, UPON THE FOLLOWING TERMS AND CONDITIONS:
1. TERM
The term of this Agreement shall be for a period of twenty (20) years com-
mencing on July 1, 1986 and ending on June 30, 2006. County shall have the
right of first refusal as to the renewal of this lease agreement at the
expiration of said term at what terms and conditions Lessor may then offer,
Should Lessee hold over after the expiration of the term or any extension
thereof with the express or implied consent of the Lessor, such holding-over
shall be deemed to be a tenancy from month-to-month at the rent then in
effect, for a period not to exceed six months, subject otherwise to all the
terms and conditions of this Agreement. At the expiration or termination of
this Agreement as herein provided, the Lessee shall within thirty (30) days
thereafter remove from said premises, or otherwise dispose of in a manner
satisfactory to Lessor, all personal property, belonging to Lessee located on
said premises. Should Lessee fail to remove or dispose of its personal
property as herein provided, Lessor may, at its sole option, consider such
personal property abandoned and may dispose of same at Lessee' s expense.
Also, at the expiration or termination of this Agreement, and any options
thereunder, Lessee shall quit and surrender the said premises including real
property improvements in a good state of repair, damage by matters over which
Lessee has no control excepted, or shall return the premises to its original
state, at the Lessee's sole expense.
The Lessee will take physical possession of the premises on July 1 , 1986.
Utility costs for the facility will be taken over by the Lessee effective July
1, 1986.
2. RENT
The total base rent, exclusive of all energy costs paid to the Lessor which
shall be solely governed by the terms of the "AGREEMENT FOR EXCLUSIVE PURCHASE
OF THERMAL ENERGY AND ELECTRICITY" and attached to this document as Exhibit
"C" to this Lease, and exclusive of Fire and Extended Coverage Insurance
reimbursable to the Lessor pursuant to Paragraph 13 herein, for the first five
years is $591,939.30, payable in monthly installments of $5,192.45, beginning
on July 1, 1986 and continuing until December 31, 1986; and payable in monthly
installments of $10,384.90, beginning on January 1, 1987 and continuing until
June 30, 1991. Commencing on July 1, 1991, and on each fifth annual
anniversary thereafter, the monthly rental shall be adjusted by an amount
equal to the percentage differential between the then current Consumer Price
Index (Los Angeles-Long Beach-Anaheim, All Urban Consumers, All Items)
published monthly by the U.S. Department of Labor for the month of May in the
year in which such anniversary occurs and the Consumer Price Index for the
JAN 1 3 19sl
` FILE NO. R-85-0231 Page 8
12-15-86
21. TIMIE OF ESSENCE
Time is of the essence of this Lease.
22. EFFECT OF EMINENT DOMAIN PROCEEDINGS
If any portion of the leased premises shall be taken by eminent domain and a
portion thereof remains which is usable by County, this lease agreement shall ,
as to the part taken, terminate as of the date title shall vest in the
condemnor, or the date prejudgment possession is obtained through a court of
competent jurisdiction, whichever is earlier, and the rent payable hereunder
shall abate pro rate as to the part taken; provided, however, in such event
City reserves the right to terminate this lease agreement as of the date when
title to the part taken vests in the condemnor or as of such date of
prejudgment possession. If all of the leased premises are taken by eminent
domain, or such part to be taken so that the leased premises are rendered
unusable, this lease agreement shall terminate. If a part or all of the
leased premises be so taken, the compensation awarded upon such taking shall
be paid to the parties hereto in accordance with the values attributed to
their respective interest in such eminent domain proceedings.
COUNTY OF RIVERSIDE
By
a erso oar o upervisors
ATTEST: JAM 1 3 1987
GERALD A. MALONEY
Clerk of the Board
By -
eputy
CITY OF PALM SPRINGS
By /lr ./4 ,_.,
City Manager -
ATTEST:
By
;D�y erc
Reviewed & Approved
APPROVED BY THE CITY COUNCIL
BY RES. NO.
WP/ROW