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A8846 - DAL GLOBAL SERVICES LLC
CONTRACT ABSTRACT Contract Company Name: DAL Global Services LLC Company Contact: Robin Alexander, robin. aexander@unifiservice.corn Summary of Service: Third party airline services for ticketing and ground services Contract Price: Airport Revenues as outlined in the Agreement Funding Source: Airport Revenue Contract Term: November 16, 2020 through December 31, 2023 Contract Administration Lead Department: I Contract Administrator: Aviation Ulises AguirreNictoria Carpenter Contract Approvals Council/ Community Redevelopment Agency Approval Date: Minute Order/ Resolution Number: Agreement No: A b li(S Contract Compliance Exhibits: Yes Signatures: Yes Insurance: Yes Bonds: N/A Administration approval Submitted on: April 22, 2021 By: Suzanne M. Seymour A� n' CERTIFICATE OF LIABILITY INSURANCE DATE(MIND 20 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(tes) must have ADDITIONAL INSURED provisions or be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER Lockton Companies, LLC 8110 E. Union Ave. #700 Denver, CO 80237-2966 CONTACT NAME: Shari Gillette PHONEo. FAX ac NExt : 303 414-6050 A/c No): EMAIL ADDRESS: shall. illette lockton.com INSURED INSURERS AFFORDING COVERAGE NAIC # INSURER A: Ace Property & Casualty Insurance Company 20699 AirCo Aviation Services, LLC, DAL Global Services, LLC dba Unifi, ERMC Aviation LLC, Scrub, LLC, Air Check, LLC, & ERMC Commissary LLC & as INSURER B: Underwriters at Lloyds, London shown on policy INSURER C: 3399 Peachtree Rd. NE, Suite 1500 Atlanta, GA 30326-1151 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSIR ADDLSUBRPOLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MM/DD MWDD LIMITS AVIATION GENERAL LIABILITY EACH OCCURENCE $500,000,000 DAMAGE TO RENTED PREMISES Ea occurrence 81,000,000 X AVIATION GENERAL LIABILITY CLAIMS -MADE I X OCCUR MED EXP An one arson $4,000 A B Y AAP N 17950289 002 &N9905849 12/21/2020 01/01/2022 X AVIATION PREMISES LIABILITY (SINGLE LIMIT, BODILY INJURY & PROPERTY DAMAGE) PERSONAL & ADV INJURY s50,000,000 GENERAL AGGREGATE $500,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $500,000,000 POLICY PRO- LOC GROUNDING LIABILITY AGG $125,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY Perperson) $ ANYAUTO ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY Per accident) $ PROPERTY DAMAGE Peraccident $ NON -OWNED HIRED AUTOS AUTOS UMBRELLA LIAB OCCUR HCLAIMS-MADE EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY PER STATUTE I OTHER E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE Y I N OFFICERIMEMBER EXCLUDED? ❑ N / A E.L. DISEASE . EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A B HCLUDINEEPERSLULBILITY(EXCL.FLIGHT) INCLUDING TAXI Y AAPN17950289002 & N9905849 12/21/2020 01/01/2022 EACH AIRCRAFT EACH ACCIDENT $250,000,000 $500,000,OOO DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, N more space Is required) As respects any premises necessary & incidental to the Aviation Operations of the Named Insured, the City of Palm Springs, its officials, employees & agents, is Additional insured as respects aviation operations of the Named Insured. Coverage includes: War Liability: $500,000,000 agg; Contractual Liability: $500,000,000; Cargo Liability: $100,000,000 ea. occ; On -Airport Premises Auto Liability: $500,000,000 ea. occ; Excess Auto Liability (off -premises): $25,000,000 ea. occ; Excess Employers Liability: $25,000,000 ea. occ; Fire Damage Limit: $1,000,000 (any one fire). Includes Independent Contractors coverage & liability coverage for Mobile Equipment. Worldwide Territory. NOTE: Aggregate limits will be reduced due to paid claims without further notice to the Certificate Holder(s). Insurance is Primary & Non -Contributory with other insurance which may be available to the Certificate Holder. Additional Insureds shall have no responsibility for any premiums, warranties or representations in connection with the insurances. Several Liability Notice: The subscribing Insurers' obligations under contracts of insurance to which they subscribe are several and not joint and are limited solely to the extent of their individual subscriptions. The subscribing insurers are not responsible for any co -subscribing insurer who for any reason does not satisfy all or part of its obligations. In the event of cancellation or adverse material change of the policy or policies by the Insurers, thirty (30) days written notice of such cancellation will be given to the Certificate Holder at the address stated below (10 days' notice for non-payment of premium, & 7 days' notice in the event of War). CERTIFICATE HOLDER CANCELLATION City of Palm Springs, its officials, employees & agents Go Palm Springs International Airport Attn: Director of Aviation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISI 3400 E. Tahquitz Canyon Way, Ofc 1 Palm Springs, CA 92262-6966 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD/CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD / This Endorsement effective December 21, 2020 forms part of Policy Number AAP N17950289 002 Issued to AirCo Aviation Services, LLC & DAL Global Services LLC By ACE Property And Casualty Insurance Company LIMITED ADDITIONAL INSURED DESIGNATED PERSON OR ORGANIZATION ENDORSEMENT This endorsement modifies insurance provided under AIRPORT OWNERS AND OPERATORS GENERAL LIABILITY POLICY. It is agreed that, as respects leased space at Palm Springs International Airport: SCHEDULE Name of Person or Organization: City of Palm Springs, its officials, employees & agents c/o Palm Springs International Airport Attn: Director of Aviation 3400 E. Tahquitz Canyon Way, Ofc 1 Palm Springs, CA 92262-6966 In the event of cancellation or adverse material change of the policy or policies by the Insurers, thirty (30) days written notice of such cancellation will be given to the Certificate Holder at the address stated above (10 days' notice for non-payment of premium, & 7 days' notice in the event of War). 1. SECTION III - WHO IS AN INSURED, subsection 2. is amended by adding as an insured the person or organization shown in the Schedule above but only with respect to liability to which this insurance applies that is caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your "airport operations". 2. The insurance provided by section 1 of this endorsement shall not operate to prejudice our right of recourse against the person or organization shown in the Schedule above as manufacturers, repairers, suppliers or servicing agents where such rights of recourse would have existed had this endorsement not been effected under this policy. 3. The insurance provided by section 1 of this endorsement is subject to the Limits of insurance and Deductibles shown on the Declarations, and is included within, and not in addition to, such limits and deductibles. All other terms and provisions remain unchanged. C72V;-4�_ 1>209C_ 3pr- Authorized Representative Endorsement No. TBD AAP 236 (11-04) AcoRf> CERTIFICATE OF LIABILITY INSURANCE L.� l / l /2022 DATE(MMIDDIYYYY) 11 /5/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER Lockton Companies 3280 Peachtree Road NE, Suite #250 Atlanta GA 30305 (404) 460-3600 NAME CT PHONE FAX ac No): E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A: Liberty Mutual Fire Insurance Com aLl 23035 INSURED Argenbright Holdings IV 1472165 AiICo Aviation Services, LLC INSURER B : Arch Insurance Company 11150 INSURER C : Arch Indemnity Insurance Company 30830 DAL Global Services, LLC, dba Unifi ERMC Aviation, LLC INSURER D : 980 Virginia Avenue, 4th fir. Dept. 937 INSURER E INSURER F : COVERAGES UNIFI CERTIFICATE NUMBER: 15815624 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1�TR TYPE OF INSURANCE ADDL INSD SUBR -MOM POLICY NUMBER MMLDDY EFF MODD EXP LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX DAMAGE TO RENTED PREMISES Ea occurrence $ XXXXXXX MED EXP (Any one person) $ XXXXXXX ' PERSONAL & ADV INJURY $ XXXXXXX AGGREGATE LIMIT APPLIES PER: POLICY EPRO- JECT LOC GENERAL AGGREGATE $ XXXXXXX GEN'L PRODUCTS - COMP/OP AGG $ XXXXXXX $ OTHER: A AUTOMOBILE LIABILITY y N AS2-651-291276-031 2/l/2021 I/l/2022 COMBINED SINGLE LIMIT Ea accident $ 2,000,000 BODILY INJURY (Per person) $ XXXXXXX �{ ANY AUTO OWNED AUTOS ONLY AUTOS BODILY BODILY INJURY( Per accident) $ XXXXXXX HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ XXXXXXX s XXXXXXX UMBRELLA LIAR HCLAIMS-MADE OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAR AGGREGATE $ XXXXXXX DED I I RETENTION $ $ XXXXXXX B C WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? FN-1 N / A y 31WC11014002 34WCI1014102 1/l/2021 1/l/2021 l/l/2022 I/l/2022 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below I E.L. DISEASE - POLICY LIMIT 1 $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S) REFERENCED. The City of Palm Springs, it's officials, employees and agents are included as Additional Insureds with respect to Auto Liability, as per written contract, subject to terms, conditions and exclusions of policy. Waiver of Subrogation applies in favor of additional insured as required by written contract as respect to Workers Compensation, subject to terms, conditions and exclusions where applicable by state law. 15815624 Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs, CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED 0)1988-20W ACORD CORPOFUkTION. All riahtc rPCPrvPd ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS (Use only If more space is required) 30 Days Notice of Cancellation/Non-renewal, except 10 days for nonpayment of premium, to the certificate holder when required by written agreement. ACORD 25 (2016/03) Certificate Holder ID: 15815624 POLICY NUMBER:AS2-651-291276-031 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Persons Or Organization(s): Any person or organization whom you have agreed in writing to add as an additional insured, but only to coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.I. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: - This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". B. The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". CA 04 49 1116 0 Insurance Services Office, Inc., 2016 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) POLICY NUMBER: 31WCI1014002 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION WHERE WAIVER OF OUR RIGHT TO RECOVER IS PERMITTED BY LAW AND IS REQUIRED BY WRITTEN CONTRACT PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO DATE OF LOSS THIS ENDORSEMENT IS NOT APPLICABLE IN THE STATE OF WISCONSIN. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01/01/2021 Policy No. 31WC11014002 Insured AIRCO AVIATION SERVICES, LLC Insurance Company ARCH INSURANCE COMPANY DATE OF ISSUE: 02-11-21 WC 00 0313 (Ed.4-84) 0 1983 National Council on Compensation Insurance. Countersigned By Endorsement No. Premium INCL. DAL GLOBAL SERVICES, LLC NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT FOR TERMINAL USE SPACE AT PALM SPRINGS INTERNATIONAL AIRPORT THIS LEASE ("Lease") is made and entered into this 16th day of November 2020, by and between the CITY OF PALM SPRINGS, a municipal corporation ("Lessor"), and DAL Global Services, LLC dba Unifi, a Delaware limited liability Company ("Lessee"). City and Lessee may herein be referred to individually as a "Party" and collectively as "Parties." RECITALS: A. Lessor desires to lease terminal use space at Palm Springs International Airport ("Airport") to operate a Commercial Aeronautical Activity, which services includes baggage delivery services, ground services, and aircraft operational services for airline passengers. B. City believes that the travelers using the City's airport terminal would benefit from these airline related services. NOW THEREFORE, City and Lessee mutually agree as follows: AGREEMENT 1.0 LEASE SUMMARY. Certain fundamental lease provisions are presented in this Section and represent the agreement of the parties, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any conflict between any fundamental lease provision and the balance of this Lease, the latter shall control. References to specific Sections are for convenience only and designate some of the Sections where references to the particular fundamental lease provisions may appear. 1.1 Demised Premises. The "Demised Premises" shall refer to that certain property consisting of office space totaling 1,074 square feet, located in the Palm Springs International Airport terminal building and more particularly described in Exhibit "A" attached hereto. 1.2 Lease Term. The term of this lease shall commence on November 16, 2020 and shall terminate on December 31, 2023. Subject, however, to earlier termination by Lessee or the City with thirty (30) days advance written notice, or as otherwise provided in this Lease. 5 55 75.3 8160\33 5 816 52.1 1.3 Extension Option. Two (2), one (1) year options available upon the agreement of both Parties. 1.4 Lease Rental Payments. Rental payment due on the first of each month of the agreement in the amount of $3,724.10. Extension Options. Extension options in this lease as noted in Section 1.3. 1.5 Security Deposit. N/A 1.6 Use of Premises. Lessee shall use and occupy the Premises for the purpose of administrative services/office/employee workspace related to Commercial Aeronautical Activities only. 2.0 TERM. 2.1 Term. The term of this Lease shall commence on the date specified in Section 1.2 ("Commencement Date") and shall continue for the period specified therein unless earlier terminated as provided herein. 2.2 Reserved. 2.3 Time. Time is of the essence for this Lease. 2.4 Force Majeure. If either party shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the prompt payment of any rental or other charge required of Lessee hereunder except as may be expressly provided elsewhere in this Lease. 2.5 Termination by Lessor. Lessor shall have the right to terminate this Lease by providing Lessee with at least thirty (30) days advance written notice. If Lessor terminates this Lease as provided in this Section, Lessee hereby waives any right to receive any other compensation from Lessor, including, but not limited to, the value of Lessee's leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Lessor shall have no obligation to pay Lessee therefor. 2.6 Holding Over. Any holding over with the consent of Lessor, express or implied, shall be construed to be a tenancy from month -to -month, cancelable upon thirty (30) days' written notice, and at a monthly rental equal to one hundred and fifty percent (150%) of the monthly rental in effect at the expiration of the contract services agreement. 2 55575.38160\33 581652.1 2.7 Termination by Lessee. Lessee shall have the right to terminate this Lease by providing Lessor with at least thirty (30) days advance written notice. If Lessee terminates this Lease as provided in this Section, Lessee hereby waives any right to receive any other compensation from Lessor, including, but not limited to, the unamortized value of Lessee's leasehold improvements, Lessee's leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Lessor shall have no obligation to pay Lessee therefor. 3.0 RENTAL. 3.1 Monthly Rental. Lessee shall pay to Lessor, during the term of this Lease from and after the Commencement Date, as monthly rental ("Monthly Rental") for the Premises the sum specified in Section 1.4 hereof, which sum shall be paid in advance on the first day of each calendar month. In the event the Commencement Date does not occur on the first day of a calendar month, the Lessee shall pay the rental for the fractional month on the Commencement Date on a per diem basis, calculated on a thirty (30) day month. All rental to be paid by Lessee to Lessor shall be in lawful money of the United States of America and shall be paid without deduction or offset, prior notice or demand, at the address designated in Section 1.7 hereof. 3.2 CPI Adjustment. The monthly rent shall be adjusted on January 1st of each year in an amount equal to the increase in the consumer price index for All - Urban Consumers (CPI-U) in the Riverside -San Bernard in -Ontario, CA for the month of September preceding the adjustment date as compared to the preceding base index. City shall send written notice of the applicable rent increase of each successive year along with documentation evidencing the calculation used to arrive at the figure. 3.3 Additional Rental. For the purposes of this Lease, all monetary obligations of Lessee under this Lease, including but not limited to, insurance premiums, property taxes, maintenance expenses, late charges and utility costs shall be deemed to be additional rental. 3.4 Real Property Taxes. Lessee shall pay its pro rata share, at the election of Lessor, either directly to the taxing authority or to Lessor, annual real estate taxes and assessments levied upon the Premises (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if Lessor receives the tax bill, ten (10) days after receipt of a copy of the tax bill from Lessor, whichever is later. Even though the term of this Lease has expired, and Lessee has vacated the Premises, when the final determination is made of Lessee's share of such taxes and assessments, Lessee shall immediately pay to Lessor the amount of any additional sum owed. 3.5 Personal Property Taxes. Lessee shall pay, prior to delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property of Lessee contained in the Premises, and when possible, Lessee 3 55575.38160\33581652.1 shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of Lessor. 3.6 Utilities. All cost of water, gas, heat, electricity, sewer, and all other services used in, upon, or about the Premises shall be paid by the City. Lessee shall pay all telephone, internet, cable television, satellite, broadband and other telecommunications services. 3.7 Late Payment. Lessee hereby acknowledges that late payment by Lessee to Lessor of rental or other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, any payment of any sum to be paid by Lessee not paid within ten (10) days of its due date, shall be subject to a five percent (5%) late charge. Lessor and Lessee agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Lessor for its loss suffered by such late payment by Lessee. Sixty (60) days before the anniversary date each year the City shall notify the Lessee of any outstanding delinquency, which must be cured prior to the anniversary date or the City may exercise its right of termination under section 2.5 and terminate the lease. 3.8 Interest. Any sum to be paid pursuant to the terms of this Lease not paid when due shall bear interest from and after the due date until paid at a rate equal to three percent (3%) over the reference rate being charged by Bank of America, N.A. from time to time during such period, so long as the rate does not exceed the maximum non -usurious rate permitted by law in which case interest shall be at the maximum non -usurious rate allowed by law at the time the sum became due. 4.0 USE OF THE PREMISES. 4.1 Permitted Use. The Lessor hereby leases to Lessee and Lessee leases from Lessor the Premises with appurtenances as defined herein, for the purpose of conducting thereon only the use specified in Section 1.7 of this Lease and for no other use. No signs posters or similar devices shall be erected, displayed, or maintained by the Lessee in view of the general public without advance written notice of the Airport Executive Director. 4.2 Prohibited Use. The operations of the Lessee shall be conducted in an orderly and proper manner and so as not to annoy, disturb, or be offensive to others at the Airport, in any way obstruct or interfere with the rights of other tenants or occupants. 4.3 Compliance with Laws. Lessee shall, at his own cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Premises, and shall faithfully observe in said use all municipal ordinances, including, but not limited to, the General Plan and zoning ordinances, state and federal statutes, or other governmental regulations now in force or which shall hereinafter be in force. Lessee's violation of law shall constitute an incurable default under this Lease. The judgment of any court of competent jurisdiction, or the admission of Lessee in any action or proceeding against 4 55575.38160\33581652.1 Lessee, whether Lessor is a party or not, that Lessee has violated any such order or statute in said use, shall be conclusive of that fact as between the Lessor and Lessee. Lessee shall not engage in any activity on or about the Premises that violates any Environmental Law, and shall promptly, at Lessees sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean-up and removal of any contamination involving any Hazardous Material created or caused directly or indirectly by Lessee. The term "Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environmental conditions on, under or about the Demised Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.; (v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code Section 1300 et seq.; and (ix) California Civil Code Section 3479 et seq., as such laws are amended and the regulations and administrative codes applicable thereto. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) defined or listed as a "hazardous waste", "extremely hazardous waste", "restrictive hazardous waste" or "hazardous substance" or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof, (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties to construe the terms "Hazardous Materials" and "Environmental Laws" in their broadest sense. Lessee shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq. Lessee shall provide prompt written notice to Lessor of the existence of Hazardous Substances on the premises and all notices of violation of the Environmental Laws received by Lessee. 4.4 Operations for the benefit of Public. Lessee agrees to operate the Demised Premises for the use and benefit of the Public, to make available all Lessee facilities to the public, without discrimination on the grounds of sex, race, color, or national origin. Nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1958, as amended. 4.5 Public Facilities, Ingress, Egress and Quiet Enjoyment. City agrees that Lessee, upon payment of the rental hereunder and performing the covenants of the Lease, may quietly have, hold and enjoy the Demised Premises during the term of the Lease, and that Lessee shall have the non-exclusive right to use, in common with others, the public at the Airport and Lessee shall have a reasonable right of ingress and egress from the Demised Premises and the public facilities for its employees, visitors and customers. 5 55575.38160\33581652.1 4.6 Hours of Business. Subject to the provisions of Section 7.0 hereof, Lessee shall continuously during the entire term hereof conduct and carry -on Lessee's business in the Premises and shall keep the Premises open for business and cause Lessee's business to be conducted therein during the Lessee's usual business hours of each and every business day. 4.7 Rules and Regulations. Lessee shall faithfully observe and comply with the rules and regulations that Lessor shall from time to time promulgate and/or modify. The rules and regulations, if any, are attached as Exhibit "B" ("Rules and Regulations") and Exhibit "C" (Lease Provisions of the Federal Aviation Administration and Transportation Security Administration). Any amendment or modification of the Rules and Regulations shall be binding upon the Lessee upon delivery of a copy of such amendment or modification to Lessee. Lessor shall not be responsible to Lessee for the nonperformance of any said rules and regulations by any other Lessees or occupants. The Rules and Regulations shall apply and be enforced as to all Lessees in the Premises on a uniform basis. 5.0 ALTERATIONS AND REPAIRS. 5.1 Alterations and Fixtures. Lessee shall not make, or suffer to be made, any alterations to the Premises, or any part thereof, without the prior written consent of Lessor. Any alterations to the Premises, except movable furniture and trade fixtures, shall become at once a part of the realty and shall at the expiration or earlier termination of this Lease belong to Lessor. Lessee shall not in any event make any changes to the exterior of the Premises. Any such alterations shall be in conformance with the requirements of all municipal, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees or the public and in conformance with reasonable rules and regulations of Lessor. Any damage occasioned by such removal shall be repaired at Lessee's expense so that the Premises can be surrendered in a good, clean, and sanitary condition as required by Section 5.2 hereof. Any and all fixtures and appurtenances installed by Lessee shall conform with the requirements of all municipal, state, federal, and governmental authorities, including requirements pertaining to the health, welfare, or safety of employees or the public. Upon completion of construction of the alterations, Lessee shall submit to Lessor evidence satisfactory to Lessor of the cost of said alterations ("Improvement Costs"). 5.2 Maintenance and Repair. Lessee shall, subject to Lessor's obligations hereinafter provided, at all times during the term hereof, and at Lessee's expense, keep, maintain and repair the Premises, and other improvements within the Premises in good and sanitary order, condition, and repair (except as hereinafter provided). Lessor should be notified immediately of any necessary maintenance and repair of any store front, doors, window casements, walls, glazing, heating and air conditioning system, plumbing, pipes, electrical wiring and conduits. Lessee hereby waives all right to make repairs at the expense of Lessor, and Lessee hereby waives all rights provided for by the Civil Code of the State of California to make said repairs. By entering into the Premises, Lessee shall be deemed to have accepted the Premises as 6 55575.38160\33581652. l being in good and sanitary order, condition and repair. Lessee agrees on the last day of said term, or sooner termination of this Lease, to surrender the Premises with appurtenances, in the same condition as when received and in a good, clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the elements excepted. Lessee shall periodically sweep and clean the sidewalks adjacent to the Premises, as needed. Upon Lessee's possession of the Premises, Lessee shall be deemed to have accepted the Premises as being in good condition and repair. Lessee agrees that it will not, nor will it authorize any person to, go onto the roof of the building of which the Premises are a part without the prior written consent of Lessor. Said consent will be given only upon Lessor's satisfaction that any repairs necessitated as a result of Lessee's action will be made by Lessee at Lessee's expense and will be made in such a manner so as not to invalidate any guarantee relating to said roof. 5.3 Free from Liens. Lessee shall keep the Premises free from any liens arising out of any work performed, material furnished, or obligation incurred by Lessee or alleged to have been incurred by Lessee. 6.0 INSURANCE AND INDEMNIFICATION. 6.1 Insurance. Prior to its ability to access the Demised Premises, Lessee will provide City with proof of insurance, at Lessee's sole cost and expense, to remain in full force and effect during the entire term of this lease. The following policies of insurance shall be maintained: 6.2 Insurance Provided by Lessee. Comprehensive or Commercial Form General Liability Insurance shall include the following minimal limits: a. General Liability including operations, products and completed operations $1,000,000 each occurrence for bodily injury, personal injury and property damage/$2,000,000 aggregate. b. Automobile $1,000,000 each accident; $1,000,000 uninsured motorist. C. Workers Compensation, $1,000,000 each accident; $1,000,000 each employee for disease. d. Excess Liability/Umbrella Form $2,000,000. 6.3 An Additional Insured Endorsement is required for the General Liability Insurance policy naming the City, its officers, employees, and agents as additional insured on the policy. 7 55575.38160\33581652.1 6.4 The policies shall provide for a thirty (30) day notice to the City prior to termination, cancellation, or change. 6.5 The general liability and excess liability/umbrella policies must be endorsed to provide that each policy shall apply on a primary and noncontributing basis in relation to any insurance or self-insurance, primary or excess, maintained by or available to the City or its officials, employees, and agents. 6.6 The Workers Compensation policy shall contain the insurer's waiver of subrogation (or waiver of right of recovery) in favor of City, its elected officials, officers, employees, and agents. 6.7 If, in the City's opinion, the minimum limits of the insurance herein required have become inadequate during the period of this Agreement, the Concessionaire shall increase such minimum limits by reasonable amounts on request of the City provided that said coverage is available at standard commercial rates. 6.8 General Provisions Applicable to Lessee's Insurance. All of the policies of insurance required to be procured by Lessee pursuant to this Section 6.2 shall be primary insurance and shall name the Lessor, its officers, employees and agents as additional insureds. The insurers shall waive all rights of contribution they may have against the Lessor, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to the Lessor. Prior to the Commencement Date or such earlier date as Lessee takes possession of the Premises for any purpose; and at least thirty (30) days prior to the expiration of any insurance policy, Lessee shall provide Lessor with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages written by insurance companies acceptable to Lessor, licensed to do business in the state where the Premises are located and rated A: VII or better by Bests Insurance Guide. In the event the Risk Manager of Lessor ("Risk Manager') determines that (i) the Lessee's activities in the Premises creates an increased or decreased risk of loss to the Lessor, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Lessee agrees that the minimum limits of any insurance policy required to be obtained by Lessee may be changed accordingly upon receipt of written notice from the Risk Manager, provided that Lessee shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of Lessor within ten (10) days of receipt of notice from the Risk Manager. Lessor and Lessee hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Premises, its contents, or Lessees trade fixtures, equipment personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of their respective insurance companies insuring such property of either Lessor or Lessee against such loss, waives any right of subrogation that it may have against the 8 5 55 75.38160\33581652.1 other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby. 6.9 Indemnification of Lessor. Lessee, as a material part of the consideration to be rendered to Lessor under this Lease, hereby waives all claims against Lessor for damage to equipment or other personal property, trade fixtures, leasehold improvements, goods, wares, inventory and merchandise, in, upon or about the Premises and for injuries to persons in or about the Premises, from any cause arising at any time. Lessee agrees to indemnify the Lessor, its elected officials, officers, agents, public officials, volunteers, and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the performance of the work, operations or activities of Lessee, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Premises or the common area by Lessee or its employees and customers, or arising from the failure of Lessee to keep the Premises in good condition, as herein provided, or arising from the negligent acts or omissions of Lessee hereunder, or arising from Lessee's negligent performance of or failure to perform any term, provision covenant or condition of this Lease, whether or not there is concurrent passive or active negligence on the part of the Lessor, its officers, agents, public officials, volunteers, or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the Lessor, its officers, agents, public officials, volunteers, or employees, who are directly responsible to the Lessor, and in connection therewith: (a) Lessee will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Lessee will promptly pay any judgment rendered against the Lessor, its officers, agents, public officials, volunteers, or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Lessee hereunder, and Lessee agrees to save and hold the Lessor, its officers, agents, public officials, volunteers, and employees harmless therefrom, (c) In the event the Lessor, its elected officials, officers, agents. public officials, volunteers, or employees is made a party to any action or proceeding filed or prosecuted against Lessee for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Lessee hereunder, Lessee agrees to pay to the Lessor, its officers, agents, public officials, volunteers, or employees, any and all costs and expenses incurred by the Lessor, its officers, agents. public officials, volunteers, or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees 7.0 ABANDONMENT AND SURRENDER. 9 5 5575.38160\33 5 81652. 1 7.1 Abandonment. Lessee shall not vacate or abandon the Premises at any time during the term of this Lease. If Lessee shall abandon, vacate or surrender the Premises or be dispossessed by process of law, or otherwise, any personal property belonging to Lessee and left on the Premises shall be deemed to be abandoned, at the option of Lessor, except such property as may be mortgaged to Lessor. 7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subleases or sub -tenancies, or may, at the option of Lessor, operate as an assignment to it of any or all of such subleases or sub - tenancies. 8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or total destruction of the Premises during the term of this Lease which requires repairs to the Premises, or (b) the Premises being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than Lessee's act, use or occupation, which declaration requires repairs to the Premises, Lessor shall forthwith make said repairs provided Lessee gives to Lessor thirty (30) days written notice of the necessity therefor. No such partial destruction (including any destruction necessary in order to make repairs required by any declaration made by any public authority) shall in any way annul or void this Lease except that Lessee shall be entitled to a proportionate reduction of Monthly Rental while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall interfere with the business carried on by Lessee in the Premises. However, if during the last two (2) years of the term of this Lease the Premises are damaged as a result of fire or any other insured casualty to an extent in excess of twenty five percent (25%) of the then replacement cost (excluding foundations), Lessor may within thirty (30) days following the date such damage occurs, terminate this Lease by written notice to Lessee. If Lessor, however, elects to make said repairs, and provided Lessor uses due diligence in making said repairs, this Lease shall continue in full force and effect, and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. Nothing in the foregoing to the contrary withstanding, if the Premises or said building is damaged or destroyed at any time during the term hereof to an extent of more than twenty-five percent (25%) of the then replacement cost (excluding foundations) as a result of a casualty not insured against, Lessor may within thirty (30) days following the date of such destruction terminate this Lease upon written notice to Lessee. If Lessor does not elect to terminate because of said uninsured casualty, Lessor shall promptly rebuild and repair the Premises and/or the building and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. If Lessor elects to terminate this Lease, all rentals shall be prorated between Lessor and Lessee as of the date of such destruction. In respect to any partial or total destruction (including any destruction necessary in order to make repairs required by any such declaration of any authorized public authority) which Lessor is obligated to repair or may elect to repair under the terms of this Section, Lessee waives any statutory right it may have to cancel this Lease as a result of such destruction. to 5 55 75.38160\33 581652.1 9.0 SUBLETTING. Subletting or assignment shall not be allowed. fiWO=9111W."M09 10.1 Default by Lessee. The occurrence of any one (1) or more of the following events shall constitute a default and breach of this Lease by Lessee: (a) the failure to pay any rental or other payment required hereunder to or on behalf of Lessor more than three (3) days after written notice from Lessor to Lessee that Lessee has failed to pay rent when due; (b) the failure to perform any of Lessee's agreements or obligations hereunder (exclusive of a default in the payment of money) where such default shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (c) the vacation or abandonment of the Premises by Lessee; (d) the making by Lessee of a general assignment for the benefit of creditors; (e) the filing by Lessee of a voluntary petition in bankruptcy or the adjudication of Lessee bankruptcy; (f) the appointment of a receiver to take possession of all or substantially all the assets of Lessee located at the Premises or of Lessee's leasehold interest in the Premises; (g) the filing by any creditor of Lessee of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or (h) the attachment, execution or other judicial seizure of all or substantially all of the assets of Lessee or Lessee's leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days. Any repetitive failure by Lessee to perform its agreements and obligations hereunder, though intermittently cured, shall be deemed an incurable default. Two (2) breaches of the same covenant within a sixty (60) day period, a notice having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same or different breaches at any time during the term of this Lease for which notices pursuant to (a) or (b) above were given for the first two (2) breaches shall conclusively be deemed to be an incurable repetitive failure by Lessee to perform its obligations hereunder. In the event of any such default or breach by Lessee, Lessor may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums expended by Lessor for such purposes shall be paid by Lessee to Lessor upon demand and as additional rental hereunder. In the event of any such default or breach by Lessee, Lessor shall have the right (i) to continue the lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or (ii) Lessor shall have the right at any time thereafter to elect to terminate the Lease and Lessee's right to possession thereunder. 10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver of any default or a waiver of any of Lessor's remedies. 10.3 Lessor's Default. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall 5 55 7 5.3 8160\33 581652.1 have been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such obligation; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance then Lessor shall not be deemed in default if Lessor commences performance within a thirty (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Lessee have the right to terminate this Lease as a result of Lessor's default and Lessee's remedies shall be limited to damages and/or an injunction. 11.0 CONDEMNATION. In the event a condemnation or a transfer in lieu thereof results in a taking of any portion of the Premises, Lessor may, or in the event a condemnation or a transfer in lieu thereof results in a taking of twenty-five percent (25%) or more of the Premises, Lessee may, upon written notice given within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. Lessee shall not be entitled to share in any portion of the award and Lessee hereby expressly waives any right or claim to any part thereof. Lessee shall, however, have the right to claim and recover, only from the condemning authority (but not from Lessor), any amounts necessary to reimburse Lessee for the cost of removing stock and fixtures. If this Lease is not terminated as above provided, Lessor shall use a portion of the condemnation award to restore the Premises. 12.0 MISCELLANEOUS. 12.1 Reservation of Right to Modify Property. Lessor hereby reserves the right (but not the obligation) to renovate, modernize, rehabilitate, expand, reduce, reconfigure, enclose and/or otherwise alter all or any portion of the Premises (collectively "Modifications"), in such manner and at such time or times, throughout the term of this Lease, as Lessor may, in its sole and absolute discretion, deem to be in the best interests of the Property. Such Modifications may include, without limitation, the right to construct new buildings on the Property for additional uses, to remove, renovate, repair, add to, modernize or otherwise alter the building in which the Premises are situated as well as other buildings, facilities, structures, malls, walkways, landscaping, parking and common areas or other areas within the Property. In connection with any and all such Modifications, Lessor may enter the Premises to the extent reasonably required by Lessor to pursue and complete such Modifications. In addition, Lessor may temporarily close portions of the parking and common areas and cause temporary obstructions in connection with any Modifications. Lessee agrees that under no circumstances shall the Modifications as to any portion of the Property or the construction activity that takes place in the course of making the Modifications, or any aspect thereof, including Lessor's entry into the Premises, constitute an eviction or partial eviction of Lessee or a breach of Lessee's right to quiet enjoyment or of any other provision of this Lease, nor entitle Lessee to damages, injunctive relief or other equitable relief, nor entitle Lessee to any abatement or reduction in the Monthly Rental, additional rental or other charges or sums due under this Lease; provided Lessor uses reasonable efforts to mitigate any adverse effects on Lessee caused by the Modifications. 12 5 5575.38160\33 581652.1 12.2 Entry and Inspection. Lessee shall permit Lessor and his agents to enter into and upon the Premises at all reasonable times for the purpose of inspecting the same or for the purpose of maintaining the Premises as required by the terms of this Lease or for the purpose of posting notices of non -liability for alterations, additions or repairs. 12.3 Estoppel Certificate. If, as a result of a proposed sale, assignment, or hypothecation of the Premises or the land thereunder by Lessor, or at any other time, an estoppel certificate shall be requested of Lessee, Lessee agrees, within ten (10) days thereafter, to deliver such estoppel certificate in the form attached as Exhibit "C" addressed to any existing or proposed mortgagee or proposed purchaser, and to the Lessor. Lessee shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. 12.4 Jurisdiction and Venue. The parties agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to the address of Lessees set forth herein shall be adequate service for such litigation. The parties further agree Riverside County, California is the proper place for venue as to any such litigation and Lessee agrees to submit to the personal jurisdiction of such court in the event of such litigation. 12.5 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereof. 12.6 Successors in Interest. The covenants herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of all the parties; and all of the parties shall be jointly and severally liable hereunder. 12.7 No Oral Agreements. This (i) Lease covers in full each and every agreement of every kind or nature whatsoever between the parties concerning this Lease, (ii) supersedes any and all previous obligations, agreements and understandings, if any, between the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Lessee acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by Lessor or its agents or representatives. 12.8 Authority. In the event that Lessee is a corporation or a partnership, each individual executing this Lease on behalf of said corporation or said partnership, as the case may be, represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation or partnership, in 13 55575.38160\33 581652.1 accordance with a duly adopted resolution of the Board of Directors, if a corporation, or in accordance with the Partnership Agreement, if a partnership, and that this Lease is binding upon said corporation or partnership in accordance with its terms. Lessee represents and warrants to Lessor that the entering into this Lease does not violate any provisions of any other agreement to which Lessee is bound. 12.9 Relationship of Parties. The relationship of the parties is that of Lessor and Lessee, and it is expressly understood and agreed that Lessor does not in any way or for any purpose become a partner of Lessee in the conduct of Lessee's business or otherwise, or a joint venture with Lessee, and that the provisions of this Lease and the agreements relating to rent payable hereunder are included solely for the purpose of providing a method whereby rental payments are to be measured and ascertained. 12.10 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, Contractor shall certify that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 12.11 Notices. Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to this Lease to or on the other, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and personally served or forwarded by certified mail, postage prepaid, addressed, if to Lessor, as specified in Section 1.9. Either party may change the address set forth herein by written notice by certified mail to the other. Any notice or demand given by certified mail shall be effective one (1) day subsequent to mailing. To City: Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs, CA 92262 To Lessee: Delta Global Services 980 Virginia Ave., 4t" Floor 14 5 55 75.3 8160\33 5 81652.1 Atlanta, GA 30354 Attn: Customer Contracts Director Email: customercontracts@unifiservice.com 12.12 Waiver. No delay or omission in the exercise of any right or remedy by a non -defaulting party shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. 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 Lease. 12.13 Exhibits and Addenda. The Exhibits and Addenda attached to this Lease are made a part hereof as if fully set forth herein. In the event of a conflict between the terms and provisions of Addenda and the terms and provisions of this Lease, the terms and provisions of the Addenda shall prevail. 12.14 Attorneys' Fees. In the event that any action or proceeding is commenced to regarding this Lease, the prevailing party in such action or proceeding, in addition to all other relief to which it may be entitled, shall be entitled to recover from the other party the prevailing party's costs of suit and reasonable attorneys' fees. The prevailing party shall be as determined by the court in accordance with Code of Civil Procedure Section 1032. The attorney's costs and expert fees recoverable pursuant to this Section include, without limitation, attorney's costs and expert fees incurred on appeal and those incurred in enforcing any judgment rendered. Attorney's costs and fees may be recovered as an element of costs in the underlying action or proceeding or in a separate recovery action. [SIGNATURE PAGE FOLLOWS] 15 55575.38160\33581652.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: C) ? By: w4l-� APPROVED AS TO FORM: City Manager ATTEST By: By: Je Balli er City Attorney APPROVED BY CITY COUNCIL: Date: Agreement No. APPROVED BY CITY MANAGER �4� Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. DAL Global Services, LLC dba Unifi Check one _ Individual _ Partnership _ Corporation_X_LLC V Gautam Thakker, President & CEO \G� -_ S114 \OT ARC A` rn ignat (Notarized) = �'�,,G BLIG�,:,� --'UST: ,,'',1j111111111111j1,4\ •i 7a.�..t� i . i 5 55 75.3 8160\33 581652.1 GEORGIA NOTARY ACKNOWLEDGMENT State of Georgia County of Fulton This instrument was acknowledged before me this 15' day of April 2021, by Scott Strobridge. X Personally known Produced Identification ROBIN ALEXANDER ,,•,;','E'o�•, a 5. ,, Notary Public. Georgia DekalbCounty My Commission Expires nat e o otary Public February 12, 2023 Place Notary Seal Above CAUFORRIA ALURMPOSE ACKNOWLEDGMFJff CIY1L CODE § 7780 SF< rta r4Q kCl A2< g<-0[r2<R�<iC.iC: i'C:id`a �x YY�iY.xSa M:.'b l.`b Y.Y.a�a R ark �HI %bc Q�s fG<AC �R`.s R..+C:ifCw� �fx�[kri� �Se/A /.11�Y�%vCk >� �# L'te A nomy pubic or other offbca oanplating t1 m o8rffmate verifies mly ttw ider" of the wrlividrrak %to agmW the documem W which this cerdiiome is ammhed artd not ffietruthUnem aDmwacy, a vafift of dud doomnart State of California Courtly of On Dafe pe-onalq' appeared before me, Nero tnsert Name and Title of Um Oftioer who proved to me an the bases of satisfacitory evidence to be the person(a) whose nerne(s) is/am subscribed to the within instrument and acknowledged to me that hefshaAhey executed the same in hct!#terAtxitr authorized capacily(m). and that by WherAt ear signature(a) on the instrument the person(s). or the entity upon behalf of which the persons) acted, executed the inaburrant. certify under PENALTY OF PERJURY under the fews of the State of CaCrfom'sa that the foregoing paragraph is true and Correct WPINI W my hand and official seat_ 8ignahme Signature of Nbtmy Prr64ic P✓Ewe Naiary Seal Above OPTIMAL Though this section is opbortmL Completing this infarrnation can deter attervion of the document or fraudulent reattachment of Men form to an unintended dacc yr enL Description of Attachod Document Title or Type of Docxunmt: Number of Pages: Sgner(s) Other Than Named Above: Cap -Ayes) Claimed by Signei(e) Signer's Nwne: ❑ Corporate Officer — Tdl*): ❑ Partner — ❑Limited ❑ General ❑ Individual ❑ Attorney in Fad ❑ Tnratee ❑ Guardian or Conservator ❑ Other: Signer la Representing: e:c Signer a Name: ❑ Corporate Officer — Tmel<s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fad ❑ Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing: W014 National Notary Aasocwbm • wwwNdmnafNah" erg • 14MD-U8 f WARY (1-800-87&8M7) ltam #=7 639913.1 14 55575.38160\33581652.1 EXHIBIT "A" Lower Bono Office Gift ~t"` 18 639913-1 55575.38160\33581652.1