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Home My WebLink AboutA5958 - WEST AVIATIIONSERVICES� (v WEST AVIATION SERVICES — SAN DIEGO, INC. dba SIERRA AVIATION GROUP NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT FOR TERMINAL USE SPACE AT PALM SPRINGS INTERNATIONAL AIRPORT THIS LEASE ("Lease") is made and entered into this 1st day of June, 2021, by and between the City of Palm Springs, a municipal corporation ("Lessor"), and West Aviation Services — San Diego, Inc. dba Sierra Aviation Group, a California Corporation ("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 includes skycap, wheelchair services and baggage delivery 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 hereto, 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 approximately 345 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 June 1, 2021 and shall terminate on May 31, 2022. 1.3 Extension Option. Lessee may have the right to renew the Lease for Two (2), one (1) year terms which may be exercised by providing written notice to Lessor no less than sixty (60) prior to the expiration of the Lease term or renewal period. The rental payments for any extension shall be calculated as indicated in Section 1.4. 55575.38160\34190904.1 1.4 Lease Rental Payments. The rent for the Demised Premises is at a Rate of $44.60 per square foot per anhum, paid in monthly increments of $1,2132.25 due on the first day of each month. The monthly rent shall be adjusted June 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 Bernardino -Orange County, CA for the month of March preceding the adjustment date as compared to the preceding base index. In the event that the CPI-U is not published for the Riverside -San Bernardino -Orange County for the applicable timeframe, the lower of the CPI for either the Los Angeles or San Diego areas may be used. 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. Section 1.3. 1.5 Extension Options. Extension options in this lease as noted in 1.6 Security Deposit. N/A 1.7 Use of Premises. Lessee shall use and occupy the Premises for the purpose of administrative services/office/employee workspace related to the Commercial Aeronautical Activities Lessor: City of Palm Springs Attn: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Cc: Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite 1 Palm Springs, CA 92262 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 of this Lease. 2.4 Force Maieure. If either party hereto 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 2 55575.38160\34190904.1 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. 2.7 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. 1.4. 3.2 _Rental Adiustment. Rental adjustment are as specified in Section 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. Unless Lessee qualifies for an exemption, in addition to all rentals herein reserved, Lessee shall pay, 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, 3 55575.38160\34190904.1 f 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. Unless Lessee qualifies for an exemption from property taxes or possessory interest taxes due to its non-profit status, during the term hereof, 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 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, and sewer services used in, upon, or about the Demised 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 55575.3816004190904.1 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. No solicitation of the public is allowed. Tenant shall provide uniforms and its employees shall wear badges or other means of identification. 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 Lessee, whether Lessor is a party thereto 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 hereto 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 5 55575.38160\34190904.1 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. 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 Tenant shall have the non-exclusive right to use, in common with others, the public at the Airport and Tenant shall have a reasonable right of ingress and egress from the Demised Premises and the public facilities for its employees, visitors and customers. 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. 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\34190904.1 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 Tenant'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 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. 6.4 The policies shall provide for a 30 day notice to the City prior to termination, cancellation, or change. 7 55575.38160\34190904.1 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. 7.0 ABANDONMENT AND SURRENDER 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 55575.38160\34190904.1 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. 9.0 SUBLETTING. For the purposes of this lease, subletting shall not be allowed. 10.0 DEFAULT 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 55575.38160\34190904.1 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 have theretofore 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 10 55575.38160\34190904.1 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. 12.2 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 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 hereto 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 that 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 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 hereto; and all of the parties hereto 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 hereto concerning this Lease, (ii) supersedes any and all previous obligations, agreements and understandings, 11 55575.38160\34190904.1 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 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 hereto 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 Nondiscrimination. Lessee for itself, personal representatives, successors in interest, and assigns, as part of the consideration hereof, does hereby covenant and agree as a covenant running with the Demised Premises that: (1) no person, 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") shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2) it shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis; (3) as a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Lessee certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Lessee 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, to the extent applicable to Lessee, it 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; (4) in the construction of any improvements on, over, or under such Premises and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and (5) it shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in 12 55575.38160\34190904.1 Federally -Assisted Programs of the Department of Transportation -Effectuation of Title VI of the Civil Rights Act of 1964, including applicable Regulations that may be amended and are hereby incorporated and attached as Exhibit "C" & "D". 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 Tenant: West Aviation Services —San Diego dba Sierra Aviation Group 9247 Archibald Ave. Rancho Cucamonga, CA 91730 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. SIGNATURE PAGE TO FOLLOW 13 55575.38160\34190904.1 SIGNATURE PAGE FOR WEST AVIATION SERVICES — SAN DIEGO, INC. DBA SIERRA AVIATION GROUP - LEASE AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND WEST AVIATION SERVICES, LLC CITY OF PALM SPRINGS Approved By: Justin CNfton t/ ,,,r City Manager Off, G i 2,Lj Date A 7sted By: A ony Mejia City Clerk Approved as to Form: J re . Bal ' er City Attorney APPROVED ;%I iai.� L WEST AVIATION SERVICES — SAN DIEGO, INC. DBA SIERRA AVIATION GROUP Slyhature (/ /lob Name Title Signatu Name �►� E7.4-,Q � Title 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. IN WITNESS WHEREOF, the Parties have entered into this Non -Exclusive Operating and Lease Agreement as of the day and year first above written. 14 55575.3 S 160\34190904.1 J41 ■ EXHIBIT "A" is ,� ,�EFPA 55575.38160\34190904.1 16 EXHIBIT "B" ESTOPPEL CERTIFICATE Lessee: Lessor: Date of Lease: Demised Premises: To: The undersigned hereby certifies as follows: 1. The undersigned is the Lessee ("Lessee") under the above -referenced lease ("Lease") covering the above -referenced premises ("Demised Premises"). 2. The Lease constitutes the entire agreement between Lessor and Lessee with respect to the Demised Premises and the Lease has not been modified, changed, altered or amended in any respect except as set forth above. 3. The term of the Lease commenced on 20 and, including any presently exercised option or renewal term, will expire on 20 . Lessee is in possession of the Demised Premises and is the actual occupant in possession thereof and has not sublet, assigned or hypothecated its leasehold interest. All improvements to be constructed on the Demised Premises by Lessee have been completed and accepted by Lessor and any Lessee construction allowances have been paid in full. 4. As of this date, to the best of Lessee's knowledge, there exists no breach or default, nor state of facts which, with notice, the passage of time, or both, would result in a breach or default on the part of either Lessee or Lessor. To the best of Lessee's knowledge, no claim, controversy, dispute, quarrel or disagreement exists between Lessee and Lessor. 5. Lessee is currently obligated to pay Monthly Rent in installments of per month, and such monthly installments have been paid not more than one month in advance. To the best of Lessee's knowledge, no other rent has been paid in advance and Lessee has no claim or defense against Lessor under the Lease and is asserting no offsets or credits against either the rent or Lessor. Lessee has no claim against Lessor for any security or other deposits except $ which was paid pursuant to the Lease. 6. Lessee has no option or preferential right to lease or occupy additional space within the Property of which the Demised Premises are a part. Lessee has no option or preferential right to purchase all of any part of the Demised Premises nor 55575.3816M34190904.1 17 any right or interest with respect to the Demised Premises other than as Lessee under the Lease. Lessee has no right to renew or extend the term of the Lease except as set forth in the Lease. 7. Lessee has made no agreements with Lessor or its agent or employees concerning free rent, partial rent, rebate of rental payments or any other type of rent or other concession except as expressly set forth in the Lease. 8. There has not been filed by or against Lessee a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States, or any state thereof, or any other action brought under said bankruptcy laws with respect to Lessee. 9. All insurance which Lessee is required to maintain under the Lease has been obtained by Lessee and is in full force and effect and all premiums with respect thereto have been paid. Dated this day of , 20 Its: 55575.38160\34190904. l 18 ORQ7/13 EXHIBIT "C" APPENDIX A 1411ff11 Apperxfix During the performance of this contract, the contractor for itself its assignees, and successor$ in i ntereat weer referred to as the contractuo agrees as follows_ Compliance with Replabons: The contractor th semal includes cons» ltarcts} will comply, with the Acts and the Regiilatums relative to Nam disQimmation in Federally -assisted programs ofthe U.S. Department of Transportation, Federal Aviation Admnistration, as they may be amended from time to time, which are herein incorporated by refrumoe and made a part of this comet 2. Non-discrimination: The contractor, with regard to the wodc performed by it daring the contract, will not discriminate on the grooms of race: color, or national origin in the soon and retention of subcontractors, including p mcurements of materials and leases of The contractor will not participate directly or indirectly m the discrimination prohibited by the Nuts and the Regulations, mcluding employment practices when the contract covets any activity, lno]ect, or program set forth in Appendix B of 49 CFR part 21. Solicitations for Subcontracts, Including Procurements of Metals and Equipment-. In all solicitations, either by compeftbw bidding, or negotiation. made by the contractor for work to be pe a nadir a sirbeonhact including grocureaeus of materials, or leases of eft, each potential mrbcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national a ngin. 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and duectives issued meant thm eto and will pest access to its books, records, accounts, other sources ofmf amatiou , amd its facilities as may be determined by the Recipient or the Federal Aviation Administration to be pertinent to ascertain compliance with such Acts, Regulations, and instruction Where any information required of a contractor is in the exclusive possession of another who fails or re5rses to furnish the information, the contractor will so c estify to the Recipient or the Federal Aviation Administration, as appropriate, and will set froth what efforts it has made to obtain the informatiao~ 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with theNon- discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the Federal Aviation Administration may detennne to be appropriate, including, but not limited to: 51 55575.38160\34190904.1 19 0827f13 1400-11 Appenft 4 a- vafhbDMbmg Faymmtg to the contractor under the contract imhl the canhactor ctsngbm; and/or b- Mcelliu& te®inshu& or mnpending a contract, in whole or in put Incagmnition of Provisions: The coamhacta will mdude the provisions of paragraphs one &=Mh sin in every mhcomhact, inchuhng proau;emerrts of matrsiais aad leases of eT ipmreat, unless exempt by the Acts, the Regdah= and dives issued p um nt thereto. The coWmctar will Ulm action wi& sespeci to any srrbeomhaet or pronuemeot as the Recipient or the Federal Aviation AdmiWstra6en may direct as a means of enfiorcing such provisions including smwtioms for nmm Provided, that if the c7onfractOf becomes imrnhred in, or is &md=d with iihp&m by a Machu or supplier because of such dwaction, the coahstor may nupmt the Recq amt to cata into any litiptt m to p Dtect the mterests of the Recipient In addition, the contractor may request the Umited States to en into the litigation to protect the mb=ds of the United States. 52 55575.38160\34190904.1 20 OW7113 EXHIBIT "D" APPENDIX E 1400.11 Appendoc 4 During the pima nm of this contract, the contractor, for iiselt its assignees, and successors in interest 0mainafter zeferred to as the `contract(e) agrees to comply with the following non- dis�ion stalutes and audwzities; including but not limited to: Pertinent Non-DisezfinIation Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d of seq., 78 stat 252), (proh thus disc rimmation on fire basis of race, color, national origin); and 49 CFR part 21. • The Uniform. Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S_C. § 4601), (prohrbits unfi treatment of persons displaced or whose pmpesty has bem acquired because ofFederal or Fedend-aid programs and projects); • Section 504 of theRehabiiitatian Act of 1973, (29 U.S_C_ § 794 etseq_), as amid, (prohibits dis immation on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq), (prohibits won on the basis of age); • Airport and Airway hnprovement Act of 1982, (49 USC § 471, Section 471231 as (prohibits diommmation based on race, creed, color, national origin, or sea}; • The Civil Rights Rest ration Act of 1987, (Pi 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, T1re Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the term "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whetter such programs or activities are Federally fcntded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrunination on the basis of disability in the operation of public entities, public and private transportatm systems, Places ofpMr accommodation and certain testing entities (42 U.S.C. §§ 12131 — 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 39; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrunmation on the basis of race, color, national origin and sea); F.aec utive Order 129985, Federal Actions to Address Envkonmenial Justice in Minority Populations and Law -Income mre Populations, which ensures discrimination against minority populations by discouragmg programs, pohcum , and activities wiflr dispanportionately high and adverse hmnan health or environmental effects on minority and low-incomc 57 55575.38160\34190904.1 21 OW7113 1400-11 Appendix 4 Executive Order 13166, Improving Access to Services for Persons with Routed English Proficiency, and resulting agency gmdance� national origin discrimination inchides discrimination because of limited English proficiency (IEP)_ To ensure compliance with T"rtin V7, you motet take reasonable steps to ensure that LEP persons have meanmgful acres to yourprogwas (70 Fed. Reg at 74097 to 74100); • TWe IX ofthe Education. Amendments of 1972, as amended, which prohibits you frorn mscrmlmahmg because of WX in education programs or activities (20 U.S.C.1681 et sea). 59 55575.38160\34190904.1 22 CAUFORNIA Atf»«PURPORE ACWfOWI»Epf "g"T CMl. CODE f 11g9 A Y POW 4w ORher oRWr colppMlifts Rhb cook#* verwiills only the& I giiyoftho tr'rdwldnMl who %Wed Rho dnwmint t0 wtrb:A thkf � kl+�*d, snd tat tha tom; aOnrae� a� vaed[ty of tlut a>t�t. State of CallFoanfa r. Co"clr6a,— 9Z4v\a-rC\kvW OnAW5'M�%,aro O to Here (teem Na m and Tfdfe o/Rhe Cfficer Personalty appeared To.w. rLS M 0 % E 6 z'. 1 U-t k rn o fj Name(4 Of AFWN who proved to me on the bash of sapo�Rory ewdence ca be the pemor4cae n rs a subxrtred to the wftw and SOPOWedBW to me executed the same In hW1w orl�ted Capaci dwtby�her/F�ratuno n&ekstruumentthePer *toortheatityy�of rfilCINthelsen ed,executed the lrt5w rtent. .MARIO G. CARDONa Los Angeles County Commission C ZZ98446 My Comm. Expires May 13. 20z3 Place Notary Seal Above I certify underPEWTYOF PWU1NV underthelaws of the State of Cahfgrnla that the ferellIoing paragraph fs true and COMM WITNESS my and official seal. $wature r z---- Signature of Notary POW MOU0 thb AMOM Is OpdanCt Camp Na(s babfnwttOn Ow dregs O$Ota don of tw ditvMg f ar fraulfulvat real todumat of Mb fi m to an wskrren" Opannent. De6r*W of Attechold Vouvrowt Title or Two of Document Doement (sate Number of Pages S4rw(s)Ot1w'" ,Named Above Capri) Oatmwd by Signedsl Signer's Nam CorporateOffter- Tltfe(sy Partner thnited General individual AttwrneyInfact Trustee 6wdim or Conservator Ocher Signer's Nao�e Corporate Officer—ThIe(s) Partner Uardted general wdl+Aduai Attorney in Fact Trustee GuardiancrConwmtar Other Stgrw is Repr esentin8 SWw Is Representing O1ALfNat9onalNotaryAsaoefseipn • www.l�wtieeRRfNntaev.are•1-BOD-U6NOTARY(X-Bd0$'f6-G8Y7j Itemf159Q7 55575.38160\34190904.1 15 Axj�_' pALMuCA. /_� . �IFORN� City of Palm Springs Department of Aviation Palm Springs International Airport 3400 E. Taliquitz Canyon Way, Suite OrC • Palm Springs, California 92262-6966 Tel: (760) 318-3800 • P:u: (760) 318-3815 • Web: www.palmspringsairport.com Mr. James Mog January 31, 2018 West Aviation Services DBA Sierra Aviation 2500 E. Airport Drive, Suite 1312 Ontario, CA 91761 RE: PSP Lease Option -- Agreement A5958 Dear Mr. Mog: Per Section 1.3 of the exclusive use space Lease Agreement for operating a commercial aeronautical activity which includes porter, wheelchair service and baggage delivery at Palm Springs International Airport with West Aviation Services, Inc. DBA Sierra Aviation Group (Agreement 5958), the City of Palm Springs has exercised Option 1: March 1, 2018 through February 28, 2019. If you have any questions concerning notification, please contact Thomas Nolan A.A.E., Executive Director of the Airport at (760)318-3901 or via email at Thomas.Nola n paImsprin4sca.goy We appreciate the service provided by your firm and look forward to a continued partnership. Sincerely, David H. Ready, Esq., D. City Manager _ Cc: West Aviation Service, Inc. -Airport Post Office Box 2743 - Palm Springs, California 92263-2743 WEST AVIATION SERVICES, INC. NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT FOR TERMINAL USE SPACE AT PALM SPRINGS INTERNATIONAL AIRPORT THIS LEASE ("Lease") is made and entered into this 1st day of March, 2015, by and between the CITY OF PALM SPRINGS, a municipal corporation ("Lessor"), and West Aviation Services, Inc, DBA Sierra Aviation Group, a'California Corporation ("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 includes porter, wheelchair services and baggage delivery 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 hereto, 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 approximately 351 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 March 1, 2015 and shall terminate on February 28, 2018. 1.3 Extension Option. Two (2), one (1) year options available at the City & Lessee's discretion. 1.4 Lease Rental Payments. Rental payment due on the first of each month of the agreement in the amount of $877.50. Current exclusive Use Space Rate of $30.00 per square foot per annum. The monthly rent shall be adjusted March Vt of each year in an amount equal to the increase in the consumer price index for All -Urban Consumers (CPI-U) in the Los Angeles -Riverside -Orange County, CA for the month of November 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. Section 1.2. 1.5 Extension Options. Extension options in this lease as noted in 1.6 Security Deposit. N/A 1.7 Use of Premises. Lessee shall use and occupy the Premises for the purpose of administrative services/office/employee workspace related to the Commercial Aeronautical Activities Lessor: City of Palm Springs Attn: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Cc: Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite OFC Palm Springs, CA 92262 2.0 TERM 2.1 Term. The term of this Lease shall commence on the date specified in Section 1.3 ("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 of this Lease. 2.4 Force Maieure. If either party hereto 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 2 EO 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. 2.7 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 Cost of Living Adjustment. Cost of living adjustment during the agreement as specified in Section 1.4. 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 Prope Taxes. Unless Lessee qualifies for an exemption, in addition to all rentals herein reserved, Lessee shall pay, 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. Unless Lessee qualifies for an exemption from property taxes or possessory interest taxes due to its non-profit status, during the term hereof, 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 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, and 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. No solicitation of the public is allowed. Tenant shall provide uniforms and its employees shall wear badges or other means of identification. 4 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 Lessee, whether Lessor is a party thereto 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 hereto 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 Enioyment. 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 Tenant shall have the non-exclusive right to use, in common with others, the public at the Airport and Tenant shall have a reasonable right of ingress and egress from the Demised Premises and the public facilities for its employees, visitors and customers. 4.7 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. 4.8 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 hereto 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 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 Tenant'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. 6.4 The policies shall provide for a 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. 7.0 ABANDONMENT AND SURRENDER 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. 9.0 SUBLETTING. For the purposes of this lease, subletting shall not be allowed. 10.0 DEFAULT 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 9 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 have theretofore 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. 10 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. 12.2 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 hereto 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 hereto 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 that 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. 11 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 hereto; and all of the parties hereto 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 hereto 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 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 hereto 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 Nondiscrimination. Lessee herein covenants by and for itself, its heirs, executors, administrators and assigns and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the following conditions: that there shall be no discrimination against or segregation of any person or group of persons on account of race, sex, marital status, color, creed, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises herein leased, nor shall the Lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of Lessees, or vendors in the Premises. 12 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 OFC Palm Springs, CA 92262 To Tenant: West Aviation Services, Inc. dba Sierra Aviation Group 9247 Archibald Ave. Rancho Cucamonga, CA 91730 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 parry'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. SIGNATURE PAGE TO FOLLOW 13 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date:_ _ h .� � By- David H. Ready City Manager APPROVED B( CRY 4COUNC1L APPROVED AS TO FORM: By:J1011-44 Y Dougl s C. Holland, City Attorney APPROVED BY CITY COUNCIL: Date: Agreement No. ATTEST By: James Thompson, City Clerk 1 A .\h fib. (X(Aa 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. CONSULTANT NAME: t( � yARci+,eo Address Check one _ Individual _ Partnership X- Corporation By Signa re (Notarized) 14 Revised: 6/16/10 720669.1 CALIFORNIA Ail.-11MIMPOSE ACKMOWLEDCMENi CIVIL CODE 91160 A rwwy public or otter oft w +t$ On owlio a verifies m� tse Wentay of the kdvid A who 49ted the doa nten t to which this certificate h zmwhed. and not the wltdtA w= saxes or validity of thot document •or who Proved to me on the basis of saffelactoty evidence to be the person(a) whose name(s) m/we subscribed to the within instrument and acknowledged to me that botbefflW executed the same in bhAUWPJWr authorized capacity(iee). and that by kidheefflob akywtur'e(a) on the instrument the persont(s), or the entity upon behatf of which the pamon(a) acted. executed the watrumenl . MARINA PINEDA Commission # 1969273 i -m Notary Public - Californiai z Riverside County M Comm. Expires Feb 11, 2016 l certify under PENALTY OF PEFt LRY under the lavrs of the State of Cardamia that the foregoing Paragraph is true and correct. WITNESS my hand and official seal sigrwture ofAbtwy Pace Notary Seat Above ©P77ONAL Though ttrfs station is options!,—Pbb►r9 !fits inforrrrstion can deter anion of Me document or frauchdont nmdacchhmard of this form to an unintended document Description of Attached Document Title or Type of Document Document Date: Number of Paged Sgnw(z) Other Than Named Above CapacitY(ies) Ctatmed by Signer(s) Signer's Name: ❑ e Officer — T Y O Partner — O Limited O General ❑ individual O Attorney in Fad O Trustee ❑ Guardian or Conservator non, — Signer is Representing: Signer's Name: ❑ Officer — TM*!: O Partner — O Limited O Gamma! O trxrwktuad O Attomey in Fad OTrustee O Guardian or Conservator n otter Signer is Representing: CM14 NatborW NotaryAnsociatim • www.NatiotaD4otary org • 1.8WUS NOTARY (1-M 4764W7) ttem #,%U 639913.1 14 EXHIBIT"A" EXCLUSIVE USE SPACE 351 SO. FT L 16 639913.1 City of halm Springs Department of Aviation Palm Springs International Airport 3400 E. Ta6quitz Canyon Way, Suite OFC • Palm Springs, California 92262-6966 TEL: (760) 318-3800 ° FAX (760) 318-3815 • TDD (760) 864-9527 Mr. James Mog December 30, 2013 West Aviation Services DBA Sierra Aviation 2500 E. Airport Drive, Suite 1312 Ontario, CA 91761 RE: PSP Lease Option - Agreement A5958 Dear Mr. Mog: Per Section 1.3 of the exclusive use space Lease Agreement for operating a commercial aeronautical activity which includes porter, wheelchair service and baggage delivery at Palm Springs International Airport with West Aviation Services, Inc. DBA Sierra Aviation Group (Agreement 5958), the City of Palm Springs has exercised Option 2: February 1, 2014 through January 31, 2015. If you have any questions concerning notification, please contact Thomas Nolan A.A.E., Executive Director of the Airport at (760)318-3901 or via email at Thomas. Nolan@palmspringsca.gov We appreciate the service provided by your firm and look forward to a continued partnership. Sincerely, David H. Ready, Esq., PhD. City Manager Cc: West Aviation Service, Inc. - Airport Post Office Box 2743 11 Palm Springs, California 92263-2743 ?ALA4 S U ,^ �\ #POP AT tO �4 Mr. James Mog West Aviation Services City of Palm Springs Department of Aviation Palm Springs International .Airport 3400 E. Tahquitz Canyon Way, Suite OFC • Palm Springs, California 92262-6966 Tel: (760) 318-3800 • Fax: (760) 318-3815 • Web: www.palmspringsairport.com DBA Sierra Aviation 2500 E. Airport Drive, Suite 1312 Ontario, CA 91761 RE: PSP Lease Option - Agreement A5958 Dear Mr. Mog: January 3, 2012 Per Section 1.3 of the exclusive use space Lease Agreement for operating a commercial aeronautical activity which includes porter, wheelchair service and baggage delivery at Palm Springs International Airport with West Aviation Services, Inc. DBA Sierra Aviation Group (Agreement 5958), the City of Palm Springs has exercised Option 1: February 1, 2012 through January 31, 2013. If you have any questions concerning notification, please contact Thomas Nolan A.A.E., Executive Director of the Airport at (760)318-3901 or via email at Thomas. Nola nCa)-paImspringsca.gov We appreciate the service provided by your firm and look forward to a continued partnership. Sincerely, David H. Ready, E D. City Manager Cc: West Aviation Service, Inc. - Airport Post Office Box 2743 11 Palm Springs, California 92263-2743 WEST AVIATION SERVICES, INC NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT FOR EXCLUSIVE USE SPACE AT PALM SPRINGS INTERNATIONAL AIRPORT THIS LEASE ("Lease") is made and entered into this FIRST day of FEBRUARY 2010, by and between the CITY OF PALM SPRINGS, a charter city and California municipal corporation ("City"), and WEST AVIATION SERVICES, INC. DBA SIERRA AVIATION GROUP, a California corporation ("Tenant"). City and Tenant may hereinafter be referred to individually as a "Party" and collectively as "Parties". RECITALS A. Tenant desires to lease exclusive use space at Palm Springs International Airport ("Airport") to operate a Commercial Aeronautical Activity, which includes porter, wheelchair services and baggage delivery services for airline passengers. B. City believes that travelers using the City's airport terminal would benefit from these airline related services. NOW THEREFORE, City and Tenant mutually agree as follows: AGREEMENT Section 1. LEASE SUMMARY Certain fundamental Lease provisions are presented in this Section and represent the agreement of the parties hereto, 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. 1.1 Demised Premises. The "Demised Premises" shall refer to Exclusive Use Space located in the airport terminal and more particularly described in Exhibit "A" attached hereto. Demised Premises consists of 351 square feet. 1.2 Lease Term. The term of this Lease shall commence on February 1, 2010 and shall terminate on January 31, 2012. 1.3 Extension Options. Two one-year options available at the City & Tenant's discretion. 1.4 Lease Rental Payments. Rental payment due on the first of each month of the agreement in the amount of $754.36. Current Exclusive Use Space Non -Signatory Rate - $25.79/SF/Annum. Year 2 and 2 one-year options: The monthly rent shall be automatically adjusted February 1s' of each term year in an amount equal to the increase in the Consumer Price Index for All Urban Consumers (CPI-U) in the Los Angeles -Riverside - Orange County, CA for the month of November preceding the adjustment date as compared to the preceding base index. The CPI-U for November 2009 shall be the first base (100%). City shall send Concessionaire written notice of the applicable rent increase of each successive year along with documentation evidencing the calculation used to West Aviation Business Services, Inc. dba Sierra Aviation Group Page 1 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport S F, p9 r�l� �'$ sq; Ai:J arrive at that figure no less than thirty (30) days prior to the date the increase becomes effective. 1.5 Security Deposit. $1,000.00 US Dollars 1.6 Use of Demised Premises. Demised Premises may be utilized for office/employee workspace related to the permitted Commercial Aeronautical Activities. No customer baggage will be stored in the Demised Premises. 1.7 Days / Hours of Operation: Seven days per week from 0500 - 0100 Section 2. TERM 2.1 Term. The term of this Lease shall commence on the date specified in Section 1.2 ("Lease Term") and shall continue for the period specified therein unless earlier terminated as provided herein. 2.2 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Tenant, except that where termination is due to the fault of the Tenant, the period of notice may be such shorter time as may be determined by the City. In addition, the Tenant reserves the right to terminate this Agreement at any time with or without cause, upon thirty (30) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Tenant may determine. Upon receipt of any notice of termination, Tenant shall immediately cease all services hereunder, except such as may be specifically approved by the Contract Officer. If termination of this agreement is undertaken by the City without cause, City shall reimburse Tenant for Tenant's actual construction cost of any new improvements installed subsequent to the execution of this Lease and pursuant to the provisions of Section 5.1 of this Lease, less depreciation at the rate of 20% per year from date of this Lease, regardless of when such improvements are installed. The reimbursement provided above shall be Tenant's sole and exclusive remedy and form of compensation, costs or damages, including Relocation Assistance benefits (Sec. 7260 et sea. of the California Government Code), due to termination, re-entry or acquisition by City. Section 3. RENTAL. 3.1 Monthly Rental. Tenant shall pay to City, during the term of this Lease from and after the Commencement Date as monthly rental for the Demised Premises the sum specified in Section 1.4 hereof, which sum shall be paid in advance on the first day of each calendar month. All rent to be paid by Tenant to City 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 16.12 hereof. 3.2 Additional Rental. For purposes of this Lease, all monetary obligations of Tenant under this Lease, including, but not limited to, insurance premiums, property taxes (if any), maintenance expenses, late charges and utility costs shall be deemed additional rental. West Aviation Business Services, Inc. dba Sierra Aviation Group Page 2 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport 3.3 Real Property Taxes. In addition to all rentals herein reserved, Tenant shall pay, at the election of City, either directly to the taxing authority or to City, any annual real estate taxes and assessments levied upon the Demised 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, if any. (Tenant specifically acknowledges that the interest granted under this Lease may be subject to possessory interest taxes.) Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if City receives the tax bill, ten (10) days after receipt of a copy of the tax bill from City, whichever is later. Even though the term of this Lease has expired and Tenant has vacated the Demised Premises, when the final determination is made of Tenant's share of such taxes and assessments, Tenant shall immediately pay to City the amount of any additional sum owed. 3.4 Personal Property Taxes. During the term hereof Tenant shall pay prior to delinquency all taxes (if any) assessed against and levied upon fixtures, furnishings, equipment and all other personal property of Tenant contained in the Demised Premises, and when possible tenant shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of City. 3.5 Utilities. All cost for water, gas, heat or electricity used in connection with the heating or air conditioning furnished to the Demised Premises shall be paid by City. Tenant shall pay before delinquency all charges for telephone service, trash removal and all other services and utilities used in, upon, or about the Demised Premises by Tenant. 3.6 Late Payment. Tenant hereby acknowledges that late payment by Tenant to City of rental or other sums due hereunder will cause City 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 Tenant not paid within five (5) days of its due date shall be subject to a five percent (5%) late charge. City and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to City for its loss suffered by such late payment by Tenant. 3.7 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. 3.8 Security Deposit. Tenant shall provide a security deposit in the amount specified in Section 1.5 hereto. Said deposit shall be paid at the commencement of Lease Term. Upon termination of this Lease and provided that all amounts due to the City are paid, and the Demised Premises has been returned to the City in the same condition as received by the Tenant, the deposit shall be returned to the Tenant. In the event fees are not paid or if the Demised Premises are damaged, City shall have the right, but not the obligation to draw upon the deposit to cover said costs. Upon termination of this Lease any balance of the deposit not drawn against shall be paid to the Tenant. Section 4. USE OF THE PREMISES. West Aviation Business Services, Inc. dba Sierra Aviation Group Page 3 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport 4.1 Permitted Uses. Tenant may use the Demised Premises as office space and employee work space. This space will not be a general public access area. No signs, posters or similar devices shall be erected, displayed or maintained by the Tenant in view of the general public without advance written approval of the Executive Director — Aviation. 4.2 Operational Standards. The operations of the Tenant, its employees, invitees and those doing business with it shall be conducted in an orderly and proper manner and so as not to annoy, disturb, or be offensive to others at the Airport. No solicitation of the public outside the Demised Premises is allowed. Tenant shall provide and its employees shall wear or carry badges or other suitable means of identification. The badges or means of identification shall be subject to the written approval of Executive Director — Aviation or his/her designee The City shall have the right to object to Tenant regarding the demeanor, conduct or appearance of Tenant's employees, invitees and those doing business with it, whereupon Tenant will take steps necessary to remove the cause of objection. Tenant shall select and appoint a manager for its operation within the Demised Premises. Said person must be a qualified and experienced manager, vested with full power and authority, and shall so inform City in respect to the method, manner and conduct of the operation at the Airport. The manager shall be available during regular business hours and at all times during his/her absence, a subordinate shall be in charge and available at the Demised Premises. Tenant shall be responsible for the conduct, demeanor and appearance of its officers, agents, employees and representatives. Customer service personnel and attendants shall be trained by Tenant to render a high degree of courteous and efficient service, and it shall be the responsibility of the Tenant to maintain close supervision over said personnel to assure the rendering of a high standard of service to the public and the patrons of the Counter concession. Upon objection from the Executive Director — Aviation or his/her designee concerning the conduct, demeanor or appearance of such persons, Operator shall take all steps necessary to remove the cause of the objection. Tenant, its agents and employees shall conduct and maintain a friendly, cooperative, though competitive relationship with its competitors operating in the Airport. Tenant shall not engage in open, notorious and public disputes, disagreements or conflicts tending to deteriorate the quality of service of its competitor or be incompatible to the best interest of the public at the Airport. The City shall have the right to resolve all such disputes, disagreements, or conflicts and its determination shall be final. 4.3 Compliance with Laws. Tenant shall, at its sole 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 Demised 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. Tenant shall not engage in any activity on or about the Demised Premises that violates any Environmental Law, and shall promptly, at Tenant's 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 Tenant. 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 West Aviation Business Services, Inc. dba Sierra Aviation Group Page 4 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport 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 M.; (iii) California Health and Safety Code Sections 25 100 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 hereto to construe the terms "Hazardous Materials" and "Environmental Laws" in their broadest sense. Tenant 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. Tenant shall provide prompt written notice to City of the existence of Hazardous Substances on the premises and all notices of violation of the Environmental Laws received by Tenant. 4.4 Operations for Benefit of Public. Tenant agrees to operate the Demised Premises for the use and benefit of the public, to make available all Tenants' airport 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 Enioyment. City agrees that Tenant, 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 Tenant shall have the non-exclusive right to use, in common with others, the public facilities at the Airport and Tenant shall have a reasonable right of ingress to and egress from the Demised Premises and the public facilities for its employees, visitors and customers. City shall provide parking at no cost for two (2) Tenant employee vehicles in the Airport Employee Parking Lot. 4.6 Rules and Regulations. Tenant shall faithfully observe and comply with the rules and regulations that City shall from time to time promulgate and/or modify. Any amendment or modification of the Airport Rules and Regulations shall be binding upon the Tenant upon delivery of a copy of such amendment or modification to Tenant. City shall not be responsible to Tenant for the nonperformance of any said rules and regulations by any other tenants or occupants. The Airport Rules and Regulations shall apply and be enforced as to all tenants in the Demised Premises on a uniform basis. Section 5. ALTERATIONS AND REPAIRS. 5.1 Improvements. Alterations and Fixtures. Tenant shall not make or suffer to be made, any alterations or improvements to the Demised Premises, or any part thereof, without the prior written consent of City, and any alterations or improvements to the Demised Premises, West Aviation Business Services, Inc. dba Sierra Aviation Group Page 5 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport 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 City free and clear of any liens or encumbrances. Tenant shall not in any event make any changes to the exterior of the Demised Premises, if any. Any such alterations or improvements shall be in conformance with the requirement of all municipal, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees of the public and in conformance with reasonable rules and regulations of City. City may require that any such alterations or improvements be removed prior to the expiration of the term hereof. Any removal of alterations or improvements or furniture and trade fixture shall be at Tenant's expense and accomplished in a good and workmanlike manner. Any damage occasioned by such removal shall be repaired at Tenant's expense so that the Demised Premises can surrender in a good, clean and sanitary condition as required by Section. 5.2 hereof. All fixtures, improvements and appurtenances installed by Tenant 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. 5.2 Maintenance and Repair. Tenant shall, subject to City's obligations hereinafter provided, at all times during the term hereof, and at Tenant's sole cost and expense, keep, maintain and repair the Demised Premises and other improvements within the Demised Premises in good and sanitary order, condition, and repair (except as hereinafter provided). Tenant shall also at its sole cost and expense be responsible for any alterations or improvements to the Demised Premises necessitated as a result of the requirement of any municipal, state or federal authority. By entering into the Demised Premises, Tenant shall be deemed to have accepted the Demised Premises as being in good and sanitary order, condition and repair, and Tenant agrees on the last day of said term or sooner termination of this Lease to surrender the Demised 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. In transporting products, trash, and refuse associated with the operation of the Demised Premises, Tenant shall use only carts or conveyances that are sealed and leak proof. 5.3 Free From Liens. Tenant shall keep the Demised Premises free from any liens arising out of any work performed, material furnished, or obligation incurred by Tenant or alleged to have been incurred by Tenant. 5.4 City's Reserved Rights. (a) Airport Development and Safety. City reserves the right to further develop or improve the aircraft operating area of the Airport as it sees fit, and City reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Tenant from erecting or permitting to be erected any building or other structure of the Demised premises which, in the opinion of :City, would limit the usefulness of the Airport or constitute a hazard to aircraft. (b) Lease to United States. During the time of war or national emergency, City shall have the right to lease the landing area or any part thereof to the United States Government for military or naval use, and, if such lease is executed, the provisions of this Lease insofar as they are inconsistent with the provisions of the lease to the Government shall be suspended and, in that event, a just and proportionate part of the rent hereunder shall be abated, and the period of such closure shall be added to the term of this Lease so as to West Aviation Business Services, Inc. dba Sierra Aviation Group Page 6 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport extend and postpone the expiration thereof unless the Tenant otherwise elects to terminate this Lease. Section 6. INSURANCE AND INDEMNIFICATION. 6.1 Insurance. Prior to its ability to access the Demised Premises, Tenant will provide City with proof of insurance, at Tenant'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: 6.1.1 Workers' Compensation Insurance. Workers' Compensation Insurance in an amount not less that ONE MILLION DOLLARS ($1,000,000) combined single limit for all damages arising from each accident or occupational disease. 6.1.2 Commercial General Liability.Commercial General Liability Insurance written on a per -occurrence and not a claims -made basis with a combined single limit of at least ONE MILLION DOLLARS ($1,000,000) bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. TWO MILLION DOLLARS ($2,000,000) aggregate coverage. 6.1.3 Automobile Liability Insurance. A policy of comprehensive automobile liability insurance written on a per -occurrence basis in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit covering all owned, non -owned, leased, and hired vehicles used in connection with operations occurring on the Demised Premises. 6.1.4 Other Insurance. Such other policies of insurance including, but not limited to, casualty insurance, business interruption insurance, and fidelity insurance, as may be required by the nature of operations. 6.1.5 General Provisions. The above insurance shall be primary and no other insurance maintained by the City will be called upon to contribute to a loss. All polices except Workers Compensation shall have the City named as an additional insured. Workers Compensation insurance of the Tenant shall contain a waiver -of -subrogation clause in favor of the City, its officers, directors, officials, agents, employees, volunteers, and representatives. All policies of insurance required to be obtained by Tenant hereunder shall be issued by insurance companies authorized to do business in California and must be rated no less than A-, VII or better in Best's Insurance Guide. Prior to engaging in any operations hereunder, Tenant shall deliver to City certificate(s) of insurance and original endorsements evidencing the coverages specified above. Such policies shall not be cancelled or materially altered to the detriment of City or Tenant without the insurer providing City with thirty (30) days' written notice. 6.2 Indemnification by Tenant. Tenant shall indemnify, defend (with counsel designated by City), protect and hold harmless City, its officers, directors, officials, agents, employees, volunteers, and representatives from and against any and all claims, demands, judgments, actions, damages, losses, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees and court costs) arising at any time directly or indirectly from or in connection with (i) any default in the performance of any obligation by Tenant to be performed under the terms of this Lease, (ii) Tenant's use of the Demised Premises, or (iii) West Aviation Business Services, Inc. dba Sierra Aviation Group Page 7 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport the conduct of Tenant's business or any activity, work or things done, permitted or suffered by Tenant in or about the Demised Premises, except to the extent caused by City's sole negligence or willful misconduct. The obligations of Tenant under this Article 6 shall survive the expiration or earlier termination of this Lease. Tenant, as a material part of the consideration to City, hereby assumes all risk of damage to the Demised Premises, including, without limitation, injury to persons in, upon or about the Demised Premises during Tenant's use of the Demised Premises, except where such damage or injury is caused by the sole negligence or willful misconduct of the City or its officers, directors, officials, agents, employees, volunteers, and representatives. Tenant hereby waives all claims with respect thereof against City. City shall not be liable for any injury to the Tenant, or injury to or death of any of Tenant's officers, directors, officials, agents and or employees, or injury to or death of any other person in or about the Demised Premises from any cause except to the extent caused by the sole negligence or willful misconduct of the City or its officers, directors, officials, agents, employees, volunteers, and representatives. . 6.3 Assumption of All Risks and Liabilities. Tenant assumes all risks and liabilities arising out of any and all use of the Demised Premises by Tenant or,Tenant's officers, directors, officials, agents and or employees except where such damage or injury is caused by the sole negligence or willful misconduct of the City or. its officers, directors, officials, agents, employees, volunteers, and representatives. Section 7. ABANDONMENT AND SURRENDER. 7.1 Abandonment. Tenant shall not vacate or abandon the Demised Premises at any time during the term of this Lease; and if Tenant shall abandon, vacate or surrender the Demised Premises or be dispossessed by process of law, or otherwise, any personal property belonging to Tenant and left on the Demised Premises shall be deemed to be abandoned, at the option of City, except such property as may be mortgaged to City. 7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation thereof, shall not work a merger, and shall, at the option of City, terminate all provisions of existing lease. Tenant shall not assign or sublease. Section 8. DAMAGE AND DESTRUCTION OF DEMISED PREMISES. In the event of (a) partial or total destruction of the Demised Premises during the term of this Lease, which requires repairs to the Demised Premises, or (b) the Demised Premises being declared unsafe or unfit for occupancy by any authorized public authority for any reason, which declaration requires repairs to the Demised Premises, Tenant shall forthwith make said repairs, except where such damage or injury is caused by the sole negligence or willful misconduct of the City or its officers, directors, officials, agents, employees, volunteers, and representatives . No such damage or 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. Tenant shall promptly clean and remove all debris resulting from said damage or destruction. Tenant shall take preliminary steps toward restoring the improvements with thirty (30) days of the casualty and such improvements shall be restored within a reasonable time thereafter. The Demised Premises shall be restored to the condition they existed immediately before said casualty. West Aviation Business Services, Inc. dba Sierra Aviation Group Page 8 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport Section 9. ASSIGNMENT. Tenant shall not assign this Lease for the Demised Premises, or any interest therein. Any assignment without the prior written consent of City shall be void, shall constitute a material breach of this Lease, and shall, at the option of City, terminate this Lease. Section 10. ENCUMBRANCE. 10.1 This Lease, or any right to or interest in, or any of the improvements on the Demised premises, may only be encumbered with the written approval of City. Any such approved encumbrance shall be subject to the covenants, conditions and restrictions set forth herein and to all rights of City. 10.2 Any encumbrance must be confined to the leasehold interest of Tenant and shall not affect in any way the City's interest in the land. The encumbrance shall provide that the proceeds from fire or extended coverage insurance shall be used for the repair or rebuilding of the leasehold improvements and not to repay any part of the outstanding mortgage. Tenant agrees to furnish, as requested, any financial statements or analyses pertinent to the encumbrance that City may deem necessary to justify the amount, purpose and terns of said encumbrance. 10.3 In the event of default by the Tenant of the terms of an approved encumbrance, the encumbrancer may exercise any rights provided in such approved encumbrance provided that, before any sale of the leasehold estate, whether by power of sale or foreclosure, the encumbrancer shall give to City notice of the same character as is required to be given to Tenant by such encumbrancer pursuant to the loan documents and/or the laws of the State of California and City shall be given an additional thirty (30) days in which to cure the default after the time for Tenant to cure has expired. 10.4 If any sale under the approved encumbrance occurs, whether by power of sale or foreclosure, and the purchaser at such sale is the encumbrancer, the encumbrancer may sell and assign this Lease without any further consent of City provided that the assignee shall agree in such assumption by the assignee, the encumbrancer shall be released from all future obligations of the Tenant under this Lease. If a sale under the approved encumbrance occurs, and the purchaser is a party other than the encumbrancer, said purchaser, as successor in interest to the Tenant shall be bound by all the terms and conditions of this Lease and the purchaser shall assume in writing the obligations of Tenant hereunder. 10.5 If notice of such sale shall be given and the defaults or any of them upon which such notice of sale is based shall then continue, City shall have the right to correct such defaults at any time prior to the date of sale or foreclosure, and to terminate such leasehold upon paying to the encumbrancer the balance of the encumbrance as hereinafter defined. 10.6 "Balance of encumbrance" shall mean the amount of principal remaining unpaid on a note secured by a trust deed or mortgage of an interest plus accrued and past due interest thereon and expenses incurred by the lender in connection with foreclosure including by not limited to, fire insurance premiums, title insurance expenses, recording fees, appraisal fees, credit reports and any tax reporting services and additional expenditures paid by the lender on additions, betterments and rehabilitations of improvements on the property encumbered pursuant to plans approved by City, which consent may not be unreasonably West Aviation Business Services, Inc. dba Sierra Aviation Group Page 9 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport withheld, and other expenses necessary to place the improvements in marketable condition, such adjusted principal to be paid in case or, at the option of City, amortized over the term and in accordance with the schedule set forth in said note, the interest rate on the unpaid balance thereto to be as set forth in said note. 10.7 City agrees to provide encumbrancer written notice of any default by Tenant under this Lease and an opportunity to cure at the time notice of such default is provided to Tenant and give encumbrancer thirty (30) days to cure a monetary default or forty-five (45) days to cure a non -monetary default; provide, however, that if such non -monetary default cannot be cured within such period of forty-five (45) days, encumbrancer shall have a reasonable time to cure such default provided that encumbrancer commences to cure within said forty- five (45) days and diligently prosecutes the cure to completion. Such period shall include the time to complete a foreclosure action if encumbrancer needs to gain possession of the Demised Premises to cure said default by Tenant. Section 11. DEFAULT AND REMEDIES. 11.1 In the event Tenant fails to perform any obligations under this lease and after the expiration of any cure period, City may terminate Tenant's right to possession of the Site by any lawful means, in which case the lease shall terminate. 11.2 Neither party shall be deemed to be in default in the performance of any obligation required to be performed by it hereunder unless and until it has failed to commence an action to cure said failure within ten (10) days after written notice by the other party specifying in reasonable detail the nature and extent of any such failure and completes said cure within thirty (30) days or such longer period as may be permitted by the other party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Section 12 ENFORCEMENT OF LAW 12.1 Governing Law. This Lease shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. 12.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State, or local governmental agency having jurisdiction in effect at the time service is rendered. 12.3 Waiver. The waiver of any breach of any provision hereunder by City or Tenant shall not be deemed a waiver of any preceding or subsequent breach hereunder. No failure or delay of any Party in the exercise of any right given hereunder shall constitute a waiver thereof nor shall any partial exercise of any right preclude further exercise thereof. 12.4 Severability. If any paragraph, section, sentence, clause or phrase contained in this Lease shall become illegal, null or void, against public policy, or otherwise unenforceable, for any reason, or held by any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Lease shall not be affected thereby. West Aviation Business Services, Inc. dba Sierra Aviation Group Page 10 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport 12.5 Termination Prior to Expiration of Term. The parties agree that if Tenant: (i) files a petition in bankruptcy, (ii) is adjudicated bankrupt, (iii) if a petition in bankruptcy is filed against Tenant and not discharged within thirty (30) days, (iv) if Tenant becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or (v) if a receiver is appointed for Tenant or its business during the Term of this Lease, City may terminate this Lease upon twenty-four (24) hours' written notice to Tenant. 12.6 Attorney's Fees. If either party to this Lease is required to initiate or defend or made a party to any action or proceeding in any way connected with this Lease, the prevailing party in such action or proceeding in addition to any other relief, which may be granted, shall be entitled to reasonable attorney's fees and costs. Section 13. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION. 13.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Tenant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Tenant or to its successor, or for breach of any obligation of the terms of this Lease. 13.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Lease nor shall any such officer or employee participate in any decision relating to this Lease which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Tenant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Lease. 13.3 Standard Covenant Against Discrimination. Tenant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Lease. Tenant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 13.4 Americans With Disabilities Act. In its operation of Demised Premises, Tenant shall comply with the Americans with Disabilities Act and all federal regulations applicable under the Act. Section 14. FAA REQUIRED PROVISIONS. 14.1 Tenant, as a part of the consideration for this Lease, covenants and agrees "as a covenant running with its interest in property" that in the event facilities are constructed, maintained, or otherwise operated on the Airport or the Demised Premises for a purpose for which a Department of Transportation ("DOT") program or activity is extended or for another purpose involving the provision of similar services or benefits, the Tenant shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations DOT, Part 23, Nondiscrimination in West Aviation Business Services, Inc. dba Sierra Aviation Group Page 11 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport Federally Assisted Programs of the Department of Transportation -Effectuation of Title VI of the Civil Rights Act of 1964, as such regulations may be amended from time to time. 14.2 This Lease is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The Tenant or contractor agrees that it will not discriminate against any business owner because of the owner's race, color, national origin or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement or other agreement covered by 49 CFR part 23. 14.3 The Tenant or contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters and causes those businesses to similarly include the statements in further agreements. 14.4 In the event of a breach of the covenants specified in Subsection 14.1 and 14.2 of this Lease, City shall have the right to terminate this Lease and to reenter and repossess the Demised Premises and the facilities thereon and hold the same as if said Lease had never been made or issued. This provision does not become effective until the procedures of Title 49, Code of Federal Regulations, Part 23 are followed and completed, including the expiration of any appeal rights. 14.5 Tenant shall furnish its services on a fair, equal, and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable, and not unjustly discriminatory prices for its services; provided that Tenant may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar type of price reductions to volume purchases or other rational, reasonable basis. Non-compliance with this provision shall constitute a material breach of this Lease and in the event of such non-compliance, City shall have the right to terminate this Lease and any interest in property created without liability or at the election of the City or the United States either or both Governments shall have the right to judicially enforce this provision. 14.6 Tenant agrees that it shall insert the above five provisions in any lease or contract by which Tenant grants a right or privilege to any person, partnership, or corporation to render services to the public on the Demised Premises pursuant to this Lease. Nothing in this provision shall be construed as waiving any obligations or requirements of the Tenant pursuant to Subsection 4.3 of this Lease or abrogate the rights of the City pursuant to such subsection. 14.7 This Lease shall be subordinate to the provisions and requirements of any existing or future agreement between the City and the United States relative to the development, operation, or maintenance of the Airport. 14.8 This Lease, and all provisions hereof, shall be subject to whatever right the United States Government now has or in the future may have or acquire, affecting the control, operation, regulation, and taking over of the Airport or the exclusive or non-exclusive use of the Airport by the United States during a time of war or national emergency. Section 15 AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) 15.1 ACDBE Contract Goal: This agreement does not have an ACDBE Contract Goal. There is no concession revenue generated — airline funded services only. The ACDBE West Aviation Business Services, Inc. dba Sierra Aviation Group Page 12 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport requirements do not apply to this space lease agreement. This is not an Airport Concession per ACDBE regulations. Section 16 MISCELLANEOUS PROVISIONS 16.1 Headings. The headings of this Lease are for purposes of reference only and shall not limit or define the meaning of the provisions of this Lease. 16.2 Counterparts. This Lease may be signed in any number of counterparts, each of which will. be deemed an original, but all of which together will constitute one instrument. 16.3 Labor Disputes. Tenant shall give prompt notice to City of any actual or potential labor dispute which delays or may delay performance of this Lease. 16.4 California Law. This Lease shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Lease shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Tenant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 16.5 Disputes. In the event of any dispute arising under this Lease, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within thirty (30) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Lease for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Tenant's right to terminate this Lease without cause pursuant to Subsection 5.5(c). 16.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Lease, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 16.7 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Lease, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Lease. 16.8 Reservation of City Rights. City reserves the right, but shall not be obligated to Tenant, to maintain the Demised Premises and keep in good repair the Airport or the Demised Premises. The City further reserves the right to direct and control all activities of Tenant consistent with the provisions of this Lease. West Aviation Business Services, Inc. dba Sierra Aviation Group Page 13 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport 16.9 Interpretation. The terms of this Lease shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Lease or any other rule of construction which might otherwise apply. 16.10 Integration: Amendment. It is understood that there are no oral leases between the parties hereto affecting this Lease and this Lease supersedes and cancels all previous negotiations, arrangements, leases and understandings, if any, between the parties, and none shall be used to interpret this Lease. This Lease may be amended at any time by the mutual consent of the parties by an instrument in writing. 16.11 Corporate Authority. The persons executing this Lease on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Lease on behalf of said party, (iii) by so executing this Lease, such party is formally bound to the provisions of this Lease, and (iv) the entering into this Lease does not violate any provision of any other Lease to which said party is bound. 16.12 Notice. Any notice required or permitted to be given hereunder shall be in writing and signed by the Party, officer or agent of the Party to whom it is to be sent, and shall be either: (1) personally delivered to the Party to whom it is to be sent, or (2) sent via overnight courier services, or (3) sent via certified or registered mail, return receipt requested, postage prepaid to the respective addresses, or such other addresses as the Parties may specify in writing: To City: Palm Springs International Airport Attn: Executive Director - Airport 3400 East Tahquitz Canyon Way, Suite OFC Palm Springs, California 92262-6966 To Tenant: West Aviation Services, Inc. dba Sierra Aviation Group 9247 Archibald Avenue Rancho Cucamonga, CA 91730 West Aviation Business Services, Inc. dba Sierra Aviation Group Page 14 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. ATTEST: CITY OF PALM SPRING a municipal corporation By. 2.� City Clerk City Maria APPROVED AST FOR APPROVED BY CITY COUNCIL By: - 4.11__' l0 7� P `6 ZONTRA City Att ey CTOR: Check one: Individual Partnership Corporation Corporations require two notarized signatures: One from each of the following: A. Chairman of Board, President, or any Vice President: AN11i Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. By: ignature �(notaried Name: 1Aro Title: 94.1 State of L-laZZ-1' County o""'� On /� before me, L/4, personally appeared"� Cg who proved to me on the basis of satisfactory evidence to be the person(* whose name(go & subscribed to the within instrument and acknowledged to me that he/sbe/thq executed the same in his/herA4eir authorized capacity*t), and that by his/her/their signature(s) on the instrument the person(#) or the entity upon behalf of which the personr) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Signature: �� C��et_ Notary Seal: — 74 �........ ._....c.At .�t1ARIA , , c im aswon # 1680128 1 Notory Public- Ca>Itortda on SUfflordno Cour+�y if Comm 201 {' 1 B Signature of zed, Name: 4=rAA492!,M /" o dA732AYTL,c Title: 9---- /c0 State of f Y6Lr p County of�r� On 3 before me, MARGARET Lam' personally appeared —149'0� who proved to me on basis of satisfactory evidence to be the person(o whose narri is/am subscribed to the within instrument and acknowledged to me that he/sbet.ey executed the same in his/hey{ wtr authorized capacity0), and that by hisft/ signature(q) on the instruments the persono or the entity upon behalf Of which the person(o acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Signature: Notary Seal: MARGAW CAN11i Cor ffillOW # 1680128 Notary Public - C0lil ira Son ON'* nc Cou* West Aviation Business Services, Inc. dba Sierra Aviation Group Page 15 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport Exhibit "A" Exclusive Use Space See Attached West Aviation Business Services, Inc. dba Sierra Aviation Group Page 16 of 16 Non -Exclusive Operating & Lease Agreement Palm Springs International Airport EXHIBIT "A" EXCLUSIVE USE SPACE 351 SO. FT. 4` 5` 8 c CD LL aW w uj 0) cc r. z 0 cJ3 rm r rn ru rn uw ru ru U- Ir 0 R ca 0 0 cc cm -as 009 t Mm zommiolrota, CA C--) O I- CL. ME u LU q 4L z C9 LU z Da J J u LU (:z —�q