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HomeMy WebLinkAboutA5361 - UNITES SERVICES ORG. (USO), Lamar Alliance Airport AdvertisingASSIGNMENT AND ASSUMPTION OF LEASE AND LANDLORD CONSENT 1 THIS ASSIGNMENT AND ASSUMPTI OF LEASE AND LANDLORD CONSENT (this "Assignment") is entered into as of 2019, by and among the CITY OF PALM SPRINGS, a charter city and California muni ipal corporation ("Landlord"), USO—GREATER LOS ANGELES AREA, INC. (d/b/a Bob Hope USO), a California nonprofit public benefit corporation ("Assignor"), and United Service Organizations, Incorporated, a corporation created by federal statute and organized as a District_of Columbia nonprofit corporation("Assignee"). RECITALS A. Landlord is the owner of the property known as Palm Springs International Airport located in Palm Springs, California (the "Project"). Assignor has certain rights to use and occupy certain premises (the "Demised Premises") in the Project as more particularly described in the Lease (defined below). B. Landlord and Assignor (as "Tenant" under the Lease), entered into that certain Non-Exclusive Operating and Lease Agreement dated as of November 1, 2018 (the "Lease"). A copy of the Lease is attached hereto as Schedule "I". C. Assignor currently operates as a USO chartered center pursuant to a charter agreement with Assignee. Assignor plans to merge with Assignee (such transaction, the Merger") in the third quarter of 2019 (the date the Merger is consummated, the "Effective Date"). As a result of the Merger, the separate legal existence of Assignor will cease and Assignee will succeed to the rights and obligations of Assignor by operation of law. D. In connection with and conditioned upon the consummation of the Merger, Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, all of Assignor's rights and obligations under the Lease. E. Landlord agrees to consent to this Assignment subject to the conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignee and Assignor hereby agree as follows: 1. Assignment and Assumption. In consideration of the assignment of the Lease, Assignee hereby covenants and agrees, effective as of the Effective Date, to.assume and fully perform, discharge and satisfy all of the obligations and duties of "Tenant" under the Lease including, without limitation, the obligation to pay fees and any and all additional charges, as set forth in the Lease. If the Merger is not consummated, this Assignment shall be void and of no further force or effect. 2. Premises "As-Is". Notwithstanding anything to the contrary, Assignor and Assignee acknowledge that Landlord shall have no responsibility for any work which may be required to prepare or remodel the Premises for Assignee's use. 3. Landlord's Consent. Landlord hereby consents to this Assignment subject to the conditions set forth herein. 4. Amendment of Lease. The provisions of the Lease may be modified or amended or changed by agreement between Landlord and Assignee at any time, or by course of conduct, without the consent of or without notice to Assignor, including, without limitation, any extension of the Term pursuant to the Lease or otherwise. 5. Attorneys' Fees. In the event that any party hereto shall institute any action or proceeding against the other relating to the provisions of this Assignment or the Lease or any default thereunder, the party not prevailing in such actions or proceeding shall reimburse all reasonable fees, costs and expenses incurred in connection with such action or proceedings including, without limitation, any post judgment fees, costs or expenses incurred on any appeal or in collection of any judgment. 6. Effect of Assignment. Except to the extent the Lease is modified by this Assignment, the terms and provisions of the Lease shall remain unmodified and in full force and effect. 7. _Entire Agreement: No Modifications. This Assignment embodies the entire understanding between Landlord, Assignor and Assignee with respect to the subject matter herein. Any prior correspondence, memoranda, understandings, offers, negotiations and agreements, oral or written, are replaced in total by this Assignment. This Assignment may not be modified or amended except in writing, signed by the parties hereto. 8. Successors and Assigns. This Assignment shall inure to the benefit of and be binding upon the parties to this Assignment and their respective successors and assigns. 9. Construction. The parties acknowledge that each party and its counsel, if any, have reviewed and approved this Assignment and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Assignment or any amendments or exhibits to it or any document executed and delivered by either party in connection with this Assignment. All captions in this Assignment are for reference only and shall not be used in the interpretation of this Assignment or any related document. Whenever required by the context of this Assignment, the singular shall include the plural, the masculine -shall include the feminine, and vice versa. If any provision of this Assignment shall be determined to be illegal or unenforceable, such determination shall not affect any other provision of this Assignment and all such provisions shall remain in full force and effect. 10. Defined Terms. All words commencing with initial capital letters in this Assignment and not defined herein shall have the same meaning as set forth in the Lease. 11. Applicable Law. This Assignment shall be governed by and construed in accordance with the laws of the State of California. 2- LEGAL US_W#98684287.4 12.Authority. Each individual executing this Assignment on behalf of Assignor, Assignee and Landlord hereby covenants and warrants that the respective party has full right and authority to enter into this Assignment and that the person signing on behalf of such party is authorized to do SO. 13. Counterparts. If this Assignment is executed in counterparts, each counterpart shall be deemed an original which together shall constitute the same document. Signatures continue on the following page] 3- LEGAL US_W#98684287.4 IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the date first written above. ASSIGNOR: USO-GREATER LOS ANGELES AREA, INC., d/b/a Bob Hope USO, a California nonprofit public benefit corpora ion APPROVED AS TO FORM By'I ATTOANEY Print Name: r Title: Rm- ASSIGNEE: UNITED SERVICE ORGANIZATIONS, INCORPORATED, a corporation created by federal statute and organized as a EST District of Columbia nonprofit corporation City Cier By: Print Name: Title: Go U-r y, 1^-C . LANDLORD: CITY OF PALM SPRINGS, charter city and municipal:corpo By. Print Name: Title: pi•prfn APPROVED BY CITY COUNCIL Signature Page to Palm Springs Assignment and Assumption of Lease and Landlord Consent SCHEDULE "1" COPY OF THE LEASE I LEGAL US W#98684287.4 Policy Number: 3ej0621 Date Entered: 7/3/2019 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDNYYY) 7/ 3/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR,ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING'INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT PETER KOHLY INSURANCE AGENCY; INC. NAME: 6320 Howard Drollinger Way, Ste 202 PHONE (310)641-3430 FAXPHONE Los Angeles, CA 90045 EDORESS:info@ kohlyinsurance.con INSURER(S)AFFORDING COVERAGE NAIC 0 INSURER A:Evanston, Insurance Company INSURED BOB HOPE USO INSURER B: Farmers Insurance Exchange 21652 INSURERC;State Fund 200 PINE AVE, STE'240 INSURERD: LONG BEACH, CA 90802 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADOL S BR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY NUMBER MM/DDIYY;YY) (MMIDDNYYYI LIMITS A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 CLAIMS-MADE OCCUR X 3EJ0621 15/2018 /15/2019 PREMISES Ea occurrence • $100,000 MEO EXP(Any oneperson) $1,000 Deductible $500 PERSONAL BADVINJURY $1,000,000 GENIAGGREGATE.LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 POLICY JET LOC PRODUCTS-COMP/OP AGG $INCLUDED OTHER:i AUTOMOBILE LIABILITY COMBINEDSINGLE LIMIT $1,000,000Eaaccident B ANY AUTO X 606306672 1/7/2018 1/7/2019 BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS. HIRED„ NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Par. S UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS MADE AGGREGATE DED I I RETENTION$ S WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER C ANY PROPRIETOR/PARTNER/EXECUTIVE -1 NIA X 9213952-19 26/2019 6/26/2020 E.L.EACH ACCIDENT 1,000,000 OFFICERIMEMBEREXCLUDED? Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under 1,000 000DESCRIPTIONOFOPERATIONSbelowE.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD'101,Additional Remarks Schedule,may be attached If more spaoe.ls required) CITY OF PALM SPRINGS IS NAMED ADDITIONAL INSURED BLANKET WAIVER IS ATTACHED LOCATION: 210 N. EL CIELO, PALM SPRINGS, CA 92262 CERTIFICATE HOLDER CANCELLATION PALM SPRINGS INTERNATIONAL AIRPORT ' 3400 E TAHQUITZ CANYON WAY•STE OFC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE PALM SPRINGS CA 92262 THE EXPIRATION. DATE THEREOF, NOTICE' WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE f r 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03)The ACORD name and logo are registered marks of ACORD Produced using Forms Boss Plus software.www.FormsBoss.com;Impressive Publishing,LLC 800-208-1977 i POLICY NUMBER: 3EJ0681 COMMERCIAL GENERAL LIABILITY CG 2011-04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): 3.210 N El Cielo, Palm Springs,CA 96062 Name Of Person(s)Or Organization(s) (Additional Insured): City of Palm Springs, Palm Springs International Airport,3400 E Tahquitz Canyon.Way,#OFC, Palm Springs, CA 92262 i Additional Premium: $ Included Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to 2. If coverage provided to the additional insured include as an additional.insured the person(s) or is required by a contract or agreement, the organization(s) shown in the Schedule, but only insurance afforded to such additional insured with respect to liability arising out of the will not be broader than that which you are ownership, maintenance or use of that part of the required by the contract or agreement to premises leased to you and shown in the provide for such additional insured. Schedule and subject to.the following additional B. With respect to the insurance afforded to these exclusions: additional insureds, the following is added to This insurance does not apply to:Section III—Limits Of Insurance: 1, Any "occurrence"which takes place after you If coverage provided to the additional insured is cease to be a tenant in that premises. required by a contract or agreement,the most we 2. -Structural alterations, new construction or will pay on behalf of the additional insured is the demolition operations performed by or on amount of insurance: behalf of the person(s) or organization(s) 1. Required by the contract or agreement; or shown in the Schedule.2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the by law;and applicable Limits of Insurance shown in the Declarations. CG 20 11 04 13 0 Insurance,Services Office, Inc., 2012 Page 1 of 1 i COMMERCIAL GENERAL LIABILITY CG 20 0104 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance 2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other-insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your 'policy provided that:. 1) The additional, insured is a Named Insured under such other insurance; and CG 20 01 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 1 ENDORSEMENT AGREEMENT STATE WAIVER OF SUBROGATION . REP A3 NSURANCE BLANKET BASIS 9213952-18 FUND RENEWAL NA HOME OFFICE 5-47-89-40 SAN FRANCISCO EFFECTIVE JUNE 26, 2018 AT 12 . 01 A.M. PAGE 1 OF 1 AND EXPIRING JUNE 26, 2019 AT 12. 01 A.M. ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME BOB HOPE USO 200 PINE AVE STE 240 LONG BEACH, CA 90802 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF FOR WHOM THE NAMED INSURED SUBROGATION HAS AGREED BY-WRITTEN CONTRACT TO FURNISH THIS WAIVER NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: JUNE 22, 2018 AUTHORIZED REPRESENT/IVE PRESIDENT AND CEO 2572 OLD DP 217 SCIF FORM 10217 (REV.7.2014) ENDORSTATESEMENT AGREEMENT BROKER COPY COMPENSATION WAIVER OF SUBRO,GATI'ON REP A3INSURANCE FUND BLANKET BASIS 9213952-19 RENEWAL NA HOME OFFICE 5-47-89-40 SAN FRANCISCO EFFECTIVE JUNE 2.6, 2019 AT 12.01 A.M.PAGE 1 OF 1 ALL,EFFECTIVE. DATES ARE AND EXPIRING JUNE 26, 2020 AT 12.01 A.M. AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME BOB HOPE USO 200 PINE AVE STE 24.0 LONG BEACH, CA 90802 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF FOR WHOM THE NAMED INSURED SUBROGATION HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER NOTHING IN T141S ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED ANDASSUED AT SAN FRANCISCO: JUNE 27, 2019 AUTHORIZED REPRESENT IVE 2572 PRESIDENT AND CEO SCIF FORM 10217 (REV.7-2014) OLD DP 217 Policy Number: KTJ-53070806CI72-TIL-18 ACORO® EVIDENCE OF. PROPERTY INSURANCE 09/2M201YI9/25/2018 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW.THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES.BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE ADDITIONAL INTEREST. AGENCY PHONE ,(310)641-3430 COMPANY PETER KOHLY INSURANCE AGENCY, INC. Travelers Property Casualty Co of Americ 632D Howard Drollinger Way, Ste 202 Los Angeles, CA 90645 r IX N0. (310)641-3618 EDDRIESS:info@kohlyinsurance.com CODE:29-50-360 SUB CODE; AGENCY IN' BOB HOPE U30 SURED LOAN NUMBER P OLICY NUMBER EFFECTIVE DATE EXPIRATION DATE 200 PINE AVE, STE 240 CONTINUED UNTIL 9/15/2018 9/15/2019 TERMINATED IF CHECKED LONG BEACH, CA 90802 THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATIONIDESCRIPTION 3400 E TAHQUITZ CANYON WAY, #OFC, PALM SPRINGS, CA 92262 I THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING'ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN,THE-INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE.INFORMATION PERILS INSURED I I BASIC I 113ROAD I SPECIAL COVERAGEIPERILSIFORMS AMOUNT OF INSURANCE DEDUCTIBLE CONTENTS 25,000 1,000 TENANTS IMPROVEMENTS 100,000 REPLACEMENT COST COVERED SPECIAL FORM DITIONAL INSURED INCLUDED PRIMARY AND NON CONTRIBUTORY WORDING AND BLANKET WAIVER, REMARKS(Including Special Conditions 30 DAY NOTICE OF.CANCELLATION CANCELLATION F OULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE LIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST - NAME AND ADDRESS ADDITIONAL INSURED LENDER'S LOSS PAYABLE LOSS PAYEE CITY OF PALM SPRINGS, MORTGAGEE PALM SPRINGS INTERNATIONAL AIRPORT LOAN 3400 E TAHQUITZ CANYON WAY, #OFC HALM SPRINGS, CA 92262 AUTHORIZED REPRESENTATIVE ACORD 27(2016/03) 1993-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Produced usino Forms Boss Plus software.www.FormsBoss.com:Imoressive Publishino BOD-208-1977 i COMMERCIAL PROPERTY POLICY NUMBER: RTJ-630-0806C172-TIL-18 ISSUE DATE: 09-20-18 LOSS PAYABLE PROVISIONS SCHEDULE Loss Payee (Name&Address) CITY OF PALM SPRINGS, PALM SPRINGS INTERNATIONAL AIRPORT 3400 E TEHQUITZ CANYON WAY H FC PALM SPRINGS CA 92262 Prem. Bldg. Provisions No. No. Description of Property Applicable 3 3 YgpP LOSS -Payable I DX TS 93 03 99 Kill Bob Hope USO July 16, 2019 To: david.ready@palmsprings.ca.gov;Thomas Nolan<Thomas.Nolan@palmspringsca.gov> Cc:Sassounian Yadegar, Michelle<michellevadeear@paulhastings.com> Subject: Bob Hope USO PSP Assignment and Assumption of Lease Hi David and Thomas, As you know,we are in the process of merging with USO, Inc. and in connection with that attached is the assignment and assumption of lease and landlord consent letter. Please let me know if you have any comments,on it or have this executed as soon as possible. I'm sending a Word version as well if there are any adjustments. I can send a copy of the lease under separate cover as it is too large for this email. I've also sent a hard copy. Thanks, Charissa Charissa`Gonzales Acting President Bob Hope USO 562.999.7734 office 818.415.3746 cell charissa@bobhopeuso.org www.bobhopeuso.org USO—GREATER LOS ANGELES AREA, INC. NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT FOR HANGAR SPACE AT PALM SPRINGS INTERNATIONAL AIRPORT THIS LEASE ("Lease") is made and entered into this 1st day of November 2018 by and between the CITY OF PALM SPRINGS, a charter city and California municipal corporation ("City"), and USO— Greater Los Angeles Area, Inc. a California corporation Tenant'). City and Tenant also may hereinafter be referred to individually as a "Party" and collectively as "Parties". RECITALS A. Tenant desires to continue to lease and operate a USO Service Club at Palm Springs International Airport("Airport'). B. City believes that the flow of military personnel, retired military personnel and military dependants within the City's airport terminal benefit from the convenience and accessibility of a USO Service Club on Palm Springs International Airport property. NOW THEREFORE, City and Tenant mutually agree as follows: AGREEMENT Section 1. LEASE SUMMARY Certain fundamental Lease provisions are presented in this Section and r 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" consists of approximately 4,000 square feet of exclusive use space located near the airport terminal and more particularly described in Exhibit"A" attached hereto. In addition, seven (7) assigned parking spaces more particularly described in Exhibit A" attached hereto. 1.2 Lease Term. The term of this Lease shall commence on November 1, 2018 and shall terminate on October 31, 2019, subject however to earlier termination by Tenant with thirty (30) days advance written notice. Three 1 ORIGINAL BID AND/OR AGREEMENT 3) one-year lease extension options are included at the City's reasonable discretion. 1.3. Acceptance and Surrender. It is understood and agreed Tenant accepts the Demised Premises in an "as is" condition. Tenant agrees to surrender the Demised Premises upon the expiration or earlier termination of this Lease in a condition that is substantially similar to the condition of the Demised Premises on the date the Lease commences, except as modified in accordance with tenant improvements that are pre-approved by the City. 1.4 Lease Rental Payments. The rent shall be in the amount of one dollar 1.00) per annum. 1.5 Use of Demised Premises. Demised Premises may be utilized to operate a USO Service Club under the Ordinances of the City applicable to the Demised Premises and the Airport Rules and Regulations, including such ancillary uses allowed therein. (Note, a copy of the Airport Rules and Regulations was previously provided to Tenant) 1.6 Days / Hours of Operation: Seven (7) days per week / various hours as determined by Tenant needs up to twenty four(24) hours per day. Section 2. TERM 2.1 Term. The initial term of this Lease shall commence on the date specified in Section 1.2 Commencement Date and shall continue for the one (1) year period specified therein. The Lease subject to earlier termination by Tenant or City with thirty (30) days advance written notice, or as otherwise provided in this Lease. If Lessee remains in possession of all or an art of the DemisedPyP Premises after the expiration of the term hereof, with or without the express or implied consent of City, such tenancy shall be from month to month only, and not a renewal hereof or an extension for any further term, and in such case, rent and other monetary sums due hereunder shall be payable in the amount and at the time specified in the Lease and such month to month tenancy shall be subject to every other provision, covenant and agreement contained herein. Acceptance by City of rent after such expiration or earlier termination shall not constitute a holdover hereunder or result in a renewal. The foregoing provisions of the subsection are in addition to and do not affect the right of re-entry or any right of City hereunder or as otherwise provided by law, and in no way shall affect any right which City may otherwise have to recover damages s 2 from Tenant for loss or liability incurred by City resulting from such failure by Tenant to surrender the Demised Premises. Nothing contained in this Sub-section shall be construed as consent by City to any holding over by Tenant, and City expressly reserves the right to require Tenant to surrender possession of the Demised Premises to City as provided in this Lease upon the expiration or other termination of the Lease. 2,2 Lease Options. Tenant shall have Three (3) one-year lease extension options on the same terms and conditions, provided Tenant informs the City of its intent to exercise to the successive options at least Sixty (60) days prior to the expiration of this lease. Tenant's request for successive one-year extension shall not be unreasonably withheld by City. The City's need to use the Demised Premises for other purposes shall not be deemed unreasonable. Section 3. RENTAL. 3.1 Yearly Rental. Tenant shall pay to City, during the term of this Lease from and after the Commencement Date as yearly 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 November at the commencement of the Lease, or any extension, thereafter. 3.2 Tenant shall pay before delinquency all charges for telephone, internet, and other services to the Demised Premises ordered by the Tenant. Section 4. USE OF THE PREMISES. 4.1 Permitted Uses. Demised Premises may be utilized to operate a USO Service Club and for all uses set forth in Section 1.5 Any events or gatherings of the USO that are anticipated to generate additional vehicular and/or pedestrian traffic unrelated to airport transit and the normal and customary passenger flow for that particular day are subject to approval by the Executive Airport Director. Nothing contained herein 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. 4.2 Compliance With All Laws. Tenant shall, at its sole cost and expense, comply with all of the requirements of 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 3 and zoning ordinances, state and federal statutes, or other governmental regulations. Tenant shall not engage in any activity on or about the Demised Premises that violates any municipal, state, or federal laws (including all environmental laws), and shall promptly, at Tenant's sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency for clean-up and/or removal of any contamination or hazardous material as defined under any local, state, of federal law that is, directly or indirectly, caused by the Tenant. Tenant shall provide prompt written notice to the City of any violation, or possible violation, known to Tenant of any laws, including environmental laws to the City and shall tender or forward any legal notices received by Tenant to the City issued of any governmental agency. 4.3 Public Facilities, Inaress. Egress and Quiet Eniovment. 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. 4.4 Rules and Regulations. Tenant shall faithfully observe and comply with any 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 written 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. 4.5 Vehicle Parking Area (Spaces 1-5 and 11-12) as depicted on Exhibit "A", within the 130' x 112' site footprint. Upon request by Tenant additional parking may be available and authorized for Tenant use in the overflow parking area. Tenant shall make such written request for the use of overflowing parking during normal business hours at least forty-eight (48) hours prior to Tenant's need to use said overflowing parking. City cannot guarantee such approval will be authorized, but will endeavor tp authorized Tenant's request. 4.6 Signage: All requests by Tenant for alterations, modifications, or additions to exterior signage must be approved in advance by the City. All signage 4 also shalt meet the requirements of the Palm Springs Municipal Code Signage Ordinance. The City will consider any reasonable request by Tenant to alter, modify or add, temporary or permanent, exterior signage and given a reasonable time to consider such request by tenant will timely approve or deny Tenants request. Section 5. ALTERATIONS AND REPAIRS. 5.1 Improvements. Alterations and Fixtures. With the exception of the interior partitioning, flooring, ceiling, mechanical, electrical, and environmental requirements of the structure, Tenant shall be responsible for all costs associated with the fit-out and improvements of the facility. 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, 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. In no event shall Tenant make any changes to the exterior of the Demised Premises. Any alterations or improvements by Tenant 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 or 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 Tenants 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 is surrendered in a good, clean and sanitary condition. 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 in Exhibit "B"). 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 upon sooner termination of this Lease to surrender the Demised Premises with appurtenances, in the 5 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. Except as provided by 5,3, below, City shall, 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. 5.3 Utility Services and Landscaoing. Airport shall, be responsible for all basic utility charges, except for telephone and/or other telecommunication, wifi, video, or media subscriptions, rentals, usage fees or other TV/media packages (including deposits, installation fees, or equipment rental charges, equipment installation charges, or user fees or improvements related to same). Airport shall maintain the existing landscaping around the perimeter of the leased area. 5.4 Required Accessibility Disclosure pursuant to California Civil Code Section 1938. City hereby advises Tenant that the Demised Premises has not undergone a recent inspection by a certified access specialist and, therefore, cannot state that the Demised Premises has been determined to meet all construction-related accessibility standards pursuant to Section 55.53. Except to the extent expressly set forth in the Lease, City shall have no liability or responsibility to make any repairs or modifications to the Demised Premises in order to comply with accessibility standards. The following disclosure is made pursuant to applicable California Law: A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises compliey with all of the applicable construction-related accessibility standards under state law. Although state law does not require a Cap inspection of the subject premises, the property owner or lessor may. not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant,. if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. [Cal. Civ. Code Section 1938 (e)]. Any CASp inspection shall be subject to the City's prior written consent. 6 5.5 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. 5.6 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, or to the public health and safety. b) Right to Relocate Demised Premises. City reserves the right, but shall not be required, to relocate Tenant in the Demised Premises to another area within the Lease area if necessary to ensure the operational effectiveness of the, airport, or otherwise. Said relocation shall be to an area of comparable size and quality as is reasonably practicable. City reserves the right to change the ingress and egress as it pertains to the access requirements and physical conditions around the facility in order to address operational requirements to enhance safety, security and capacity relating to the commercial operations. Notwithstanding the foregoing, in the event the Substituted Premises is unsatisfactory to Tenant in its reasonable discretion, Tenant shall give Landlord written notice thereof ("Tenant's Objection Notice") within ten 10) days following Tenant's receipt of notice of such relocation. Tenant and City shall work in good faith to resolve Tenant's objections to the Substituted Premises or to locate alternate Substituted Premises reasonably acceptable to Tenant. In the event that Landlord and Tenant are unable to reach agreement within thirty (30) days following. Landlord's receipt of Tenant's Objection Notice, Tenant or City may terminate this Lease by giving written notice thereof, which termination shall be effective as of the date relocation is required by the City. In the event of termination by Tenant under this paragraph, the Security Deposit, if any, shall be returned to Tenant upon payment by Tenant to City of all amounts otherwise due under this Lease through the date of termination. Tenant and City shall thereafter have no rights or obligations under this Lease. c) Lease to United States or State of California. During the time of war, national emergency, or local emergency, City shall have the right to lease the Demised Premises or landing area, or any part thereof, to the United States Government or the State of California for use by the U.S Armed 7 Forces, military, federal or California National Guard. If such lease is executed, the provisions of this Lease insofar as they are inconsistent with the provisions of the lease to the U.S. or California 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 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: 6.2 Workers' Compensation Insurance.Workers' Compensation Insurance in an amount required by the laws of California and Employer's Liability 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. 6.3 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 coverage's for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. 6.4. 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. 6.5. Other Insurance. Such other policies of insurance including, but not limited to, casualty insurance, business interruption insurance, and fidelity insurance, may reasonably be required by the nature of Tenant's operations at the Demised Premises. 6.5 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 8 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 coverage's specified above. 6.5. Proof of Insurance and Cancellation. Tenant shall provide proof of all specified insurance and related requirements to the City either by production of the actual insurance policy(ies), or endorsement form(s), by broker's letter acceptable to the City Manager, or by other written evidence of insurance acceptable to the City manager. 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. At least ten (10) days prior to the expiration date of the above policies, documentation showing that the insurance coverage has been renewed or extended shall be filed with City. If such coverage is canceled or reduced, Tenant shall, within fifteen (15) days of such cancellation of coverage, file with the City evidence that the required insurance has been reinstated or provided through another insurance company or companies. 6.6 Indemnification by Tenant. In addition to the insurance requirements, Tenant shall indemnify, defend (with counsel designated by City), protect and hold harmless City, City's Parties and its employees and the Releasing Parties from and against any and all claims, demands, judgments, actions, damages, actual out-of-pocket losses, penalties, liabilities, actual out-of-pocket costs and expenses (including, without limitation, reasonable attorney's fees and court costs - collectively, Losses") arising at any time directly or indirectly from or in connection with(i) any material default in the performance of any obligation by Tenant to be performed under the terns of this Lease, (ii) Tenant's use of the Demised Premises, or(iii) 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 such losses are caused by the City's, its employees'; or contractor's 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 negligence or willful misconduct of the City or its employees, or contractors. 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 Parties, or injury to or death of any 9 other person in or about the Demised Premises from any cause except to the extent caused by the negligence or willful misconduct of the City, its employees, or contractors. 6.7 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 Parties, Tenant's employees and Tenant's volunteers, except where such damage or injury is caused by the negligence or willful misconduct of the City or the City's Parties. 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 and No Assignment. 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 any existing lease. Tenant shall not assign or sublease. Section 8. DAMAGE AND DESTRUCTION OF DEMISED PREMISES. 8.1 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 material repairs to the Demised Premises, Tenant shall make said insured repairs pursuant to applicable building, fire, or other life/safety codes. Tenant shall promptly clean and remove all debris resulting from said damage or destruction. Tenant shall take preliminary steps toward restoring the improvements within 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 that existed immediately before said casualty. 8.2 In the event (a) or (b), above, occurs, and after the City evaluates the extent of the destruction or required repairs to the Demised Property, the City may, at its option, promptly restore part or all of the Demised 10 premises, including making access and utilities available to the Demised Premises. In the event (a) or (b) above, either Party may terminate the Lease in writing, forthwith. In such case of either Party terminating the Lease, this shall not in any way limit the City's ability to make a claim, as an additional insured, with respect to Tenant's insurer if such insurance coverage applies under the circumstances to the partial or total destruction of the Demised Premises. Section 9. ENCUMBRANCE. This Lease, or any right to or interest in, or any of the improvements on the Demised premises, may not be encumbered. Section 10. DEFAULT AND REMEDIES. 10.1 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 Demised Premises by any lawful means, in which case the Lease shall terminate. 10.2 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 perform such obligation within thirty (30) days after written notice by the other party specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of the obligation is such that more than thirty (30) days are required for its performance, then the party shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. 10.3 No security or guaranty for the performance of Tenant's obligations that City may now or later hold shall in any way constitute a bar or defense to any action initiated by City or unlawful detainer or for the recovery of the Demised Premises, for enforcement of any obligation of Tenant, or for the recovery of damages caused by a breach of this Lease by Tenant. 10.4 Except where this is inconsistent with or contrary to any provisions of this Lease, no right or remedy conferred upon or reserved to either party is intended to be exclusive of any other right or remedy, or any right or remedy given now or later existing at law or in equity or by statute. Except to the extent that either party may have otherwise agreed in writing, no waiver by a party of any violation or nonperformance by the other party of any obligations, agreements, or covenants under this Lease shall be 11 deemed to be a waiver of any subsequent violation or nonperformance of the same or any other covenant, agreement, or obligation, nor shall any forbearance by either party to exercise a remedy for any violation or nonperformance by the other party be deemed a waiver by that party of the rights or remedies with respect to that violation or nonperformance. Section 11. ENFORCEMENT OF LAW Goveming Law. This Lease shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Section 12. COMPLIANCE WITH LAWS AND ENVIRONMENTAL LAWS 12.1 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. 12.2 Hazardous and Other Regulated Substances. Definition of "hazardous substance(s)." For the purposes of this Lease, "hazardous substances" means: a) Any substance the presence of which requires the.investigation or remediation under any federal, state or local statute, regulation, rule, ordinance, order, action, policy or common law; or b) Any substance which is or becomes defined as a hazardous waste, extremely hazardous waste, hazardous material, hazardous substance, hazardous chemical, toxic chemical, toxic substance, cancer causing substance, substance that causes reproductive harm, pollutant or contaminant under any federal, state or local statute, regulation, rule or ordinance or amendments thereto, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.) and/or the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.); or c) Any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority, agency, department, commission, council, board, or instrumentality of the United States, the State of California, the City of Los Angeles, or any political subdivision of any of them; or d) Any substance the presence of which on the Demised Premises causes or threatens to cause a nuisance upon the Demised 12 Premises or to adjacent properties or poses or threatens to pose a hazard to the health or safety of persons on or about the Demised Premises; or e) Any substance the presence of which on adjacent properties could constitute a trespass by Lessee; or f) Any substance, without limitation, which contains gasoline, aviation fuel, jet fuel, diesel fuel or other petroleum hydrocarbons, lubricating oils, solvents, polychlorinated biphenyls (PCBs) asbestos, urea formaldehyde or radon gases in excess of amounts permitted by applicable law. 12.3 Environmental Indemnity. Except (a)for any conditions existing prior to the original occupancy of the Demised Premises by Tenant or by Tenant's predecessors in interest, (b) for any conditions at the Demised Premises or the Airport not caused or materially exacerbated by Tenant, as determined in a final, non-appealable judgment, or (c) to the extent City is responsible for hazardous substances under the Work Letter, Tenant agrees to accept sole responsibility for full compliance with any and all applicable present and future rules, regulations, restrictions, ordinances, statutes, laws, and/or other orders of any governmental entity regarding the use, storage, handling, distribution, processing, and/or disposal of hazardous substances, regardless of whether the obligation for such compliance or responsibility is placed on the owner of the land, on the owner of any improvements on the Demised Premises, on the user of the land, or on the user of the improvements. Tenant agrees that any claims, damages, penalties, or fines asserted against or levied on City and/or the Tenant as a result of noncompliance with any of the provisions in this. Section shall.be the sole responsibility of the Tenant and that Tenant shall indemnify and hold City harmless from all such claims, damages, penalties, or fines. Further, City may, at its option, pay such claims, damages, penalties, or fines resulting from Tenant's non- compliance with any of the terms of this Section, and Tenant shall indemnify and reimburse City for any such payments. 12.4 Environmental Clean Up. Except for conditions existing prior to the original occupancy of the Demised Premises by Tenant or Tenant's predecessors in interest, and expressly excluding any condition at the Demised Premises or the Airport not caused or materially exacerbated by Tenant, as determined in a final, non-appealable,judgment, in the case of any hazardous substance spill, leak, discharge, release or improper storage on the Demised Premises or contamination of the Demised Premises by Tenant, Tenant agrees to make or cause to be made any necessary repairs or corrective actions as well as to clean up and remove any spill, leakage, discharge, release or contamination, in accordance with applicable laws. In the case of any hazardous substance spill, leak, 13 discharge, release or contamination by Tenant or its employees, servants, agents, contractors, or subcontractors on the Demised Premises or as may be discharged or released by Tenant or its employees, servants, agents, contractors, or subcontractors in; on or under adjacent property which affects other property of City or its tenants, Tenant agrees to make or cause to be made any necessary corrective actions to clean up and remove any such spill, leakage, discharge, release or contamination. If Tenant fails to repair, clean up, properly dispose of, or take any other corrective actions as required herein, City may (but shall not be required to) take all steps it deems necessary to properly repair, clean up, or otherwise correct the conditions resulting from the spill, leak, discharge, release or contamination. Any such repair, cleanup, or corrective actions taken by City shalt be at Tenant's sole cost and expense and Lessee shall indemnify and pay for and/or reimburse City for any and all costs (including any administrative costs) City incurs as a result of any repair, cleanup, or corrective action it takes. Notwithstanding anything in this Lease to the contrary, City shall be responsible, at City's sole cost and expense, for remediating and/or removing any hazardous substances on, in, under or about the Demised Premises which existed prior to the occupancy of the Demised Premises by Tenant and are required to be remediated by City under a Work Letter. 12.5 Tenant Shall Provide Notices and Environmental Documents. Tenant shall promptly supply City with complete and legible copies of all notices, reports, correspondence, and other documents sent by Tenant to or received by Tenant from, any governmental entity regarding any hazardous substance on the Demised Premises. Such written materials include, without, limitation, all documents relating to any threatened or actual hazardous substance spill, leak, or discharge, or to any investigations into or clean-up of any actual or threatened hazardous substance spill, leak, or discharge including all test results. 12.6 Survival of Environmental Indemnity Obligations. This Section and the obligations herein shall survive the expiration or earlier termination of this Lease. 12.7 Airfield Security. Tenant shall be responsible for fully complying with any and all applicable present and/or future rules, regulations, restrictions, ordinances, statutes, laws, airport security agreements, and/or orders of any federal, state, and/or local governmental entity regarding airfield security. Tenant shall be responsible for the maintenance and repair of that portion of the Airport perimeter fence, including gates and doors, located on the Demised Premises or controlled by Tenant. Tenant shall comply fully with applicable provisions of the Transportation Security 14 Administration Regulations, 49 Code of Federal Regulations ("CFR") Sections 1.500 through 1550 and 14 CFR Part 129, including the establishment and implementation of procedures acceptable to the Chief Executive Officer to control access from the Demised Premises to air operation areas in accordance with the Airport Security Program required by CFR Sections 1500 through 1550. Further, Tenant shall exercise security responsibility for the Demised Premises. 12.8 Monitoring of Demised Premises. In addition to the foregoing, gates and doors located on the Demised Premises which permit entry into restricted areas at Airport shall be kept locked by Lessee at all times when not in use or under Tenant's constant security surveillance. Gate or door malfunctions which permit unauthorized entry into restricted areas shall be reported to Airport administrators without delay and shall be maintained under constant surveillance by Tenant until repairs are affected by Tenant or City and/or the gate or door is properly secured. 12.9 Security Cooperation. Tenant shall cooperate with City to maintain and improve Airport security, and shall cooperate in investigations of violations of state and local laws, ordinances, and rules and regulations, of any federal, state and/or local governmental entity regarding airport and airfield security. Tenant shall provide necessary assistance to, and cooperate with, City in case of any emergency. Tenant shall, upon request, provide City relevant information which will enable City to provide efficient and effective management in response to any airport or airfield emergency. 12.10 TSA Violations. All civil penalties levied by the TSA for violation of TSA Regulations pertaining to security gates or doors located on the Demised Premises or otherwise controlled by Tenant shall be the sole responsibility of Tenant. Tenant agrees to indemnify City for any federal civil penalties amounts City must pay due to any security violation arising from the use of Demised Premises or the breach of any obligation imposed by this Section. Tenant is also responsible for City's reasonable attorney's fees and costs. 12.11 Laws. Rules; and Reaulations. Tenant.shall be solely responsible for fully complying with any and all applicable present and/or future rules, regulations, restrictions, ordinances, statutes, laws, policies and/or orders of any federal, state, and/or local government authority ("Applicable Laws") in connection with Tenant's use of the Demised Premises. This Lease shall be subject to and subordinate to all Applicable Laws and any City agreement or obligation pursuant to Applicable Laws, including but not limited to City's grant assurances to the. Federal Aviation Administration. Tenant shall be solely responsible for fully complying, in 15 connection with Tenant's use of the Demised Premises, with any and all applicable present and/or future orders, directives, or conditions issued, given or imposed by the Airport administration which are now in force or which may be hereafter adopted for the operation of Airport. 12.12 Civil or Criminal Penalties. Lessee shall be solely responsible for any and all civil and/or criminal penalties assessed as a result of its failure to comply with any of these rules, regulations, restrictions, restrictions, ordinances, statutes, laws, orders, directives and or conditions. 12.13 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. 12.14 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 parry 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 their financial interest of any corporation, partnership or association in which they are directly or indirectly interested, in violation of any State statue 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. In connection with its performance under this Agreement, Tenant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or 16 medical condition. Tenant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition. Such actions shall include, but not be 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. Consultant shall otherwise fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non-discrimination in city contracting. 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 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. 17 14.4 In the event of a breach of the covenants specified in Subsection 14.1 and 1.4.2 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 agrees that it shall insert the above four 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. 14.6 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. 14.7 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. MISCELLANEOUS PROVISIONS 15.1 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. 15.2 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. 15.3 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. 15.4 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 18 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. 15.5 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 forty-five (45) 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 2.1. 15.6 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. 15.7 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. 15.8 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. 15.9 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. 15.10 Integration, Amendment. It is understood that there are no oral leases between the parties hereto affecting this Lease and this Lease supersedes 19 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. 15.11 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. 15.12 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: City of Palm Springs Attention: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Palm Springs International Airport Attention: Executive Director Aviation 3400 E. Tahquitz Canyon Way, Suite OFC Palm Springs, California 92262-6966 To Tenant: USO—Greater Los Angeles Area, Inc. Attention: Executive Director 203 World Way, Suite 200 Los Angeles, California 90045 20 SIGNATURE PAGE FOLLOWS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CITY" City of Palm Springs Date: goLy l S By: David H. Ready, PhD City Manager APPROVED AS TO FORM: ATTEST By yi Peter Nelson King Assistant City Attorney Interim C-4v-dark APPROVED BY CITY COUNCIL: Date: N19 Agreement No. k5(A1 L M -I F- 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. 21 C-ONSUffitNIINAME: USv n Check one_Individual_Partnership !rporation Z.yo i i .IE Zip Address By By fSi gnatur4(N Signature(Notarized) j'", ` lot VI 22 CALMM AL P I M.CODF-j"M c.,m.m seam s:;jk,ae:w^...C_.C.,C..L..r.« __••_±scs.:s,yeg.ura•m sa.acy er..ec.a•..C..w^...C.hr,.....±_...e_....ssYyq nsa at so. A wfty p Ab or adw aMa tr aaspiliq ibis a lr wwWw oif go iftelt of to babiod Ito v%Wd to ttatswotttowliahtliraolictwtiaatldW;ad wrtt tlii rer,amwmX,vyiiNi9t 8ldsaf axis j vn !fl /4 a. a 1 r(6n 'TawUs N aio r4'1 oru b1iG uft pfood/e 0 an the etas of to 6o to I wilco.ash b&M adtstd I!inns w Ifn kmbu wd w d I 0 in hisAi sdtWI-Ited®tfa p*Wd/.tbp swittitatwdumpnau"K ar l satt fijr hah of witch finpeaett 1 tr bK MMX"d is 6wmwit Iwwgrwna.r zYlF Vwbm off=adoVf CwdbMi Iw Vw fwsw" ps"Paph is iosmwdasnatsk wuldmaw and mararmI Wwwoffib 4Fff& jMM Doww M of As Boom==* T is ar Two of tisctmMI* 0 11 t liuwriVer of Fltier 71sni ticsnd A6a NIc b' wwnsi"Itl6sweC Sfpta"sNon Ciatpm ds OM--Twow Llapasds CKCw—Td bVDAA.F A"09 it Fed i 0 - 1 Flom"ImFit TILU*M Gmwdm aF 00"wXVMkw T MAM Q=Pd •tar s w rvm tr tN.r_ loser_ U%pwkfhpnmmdkW 84PWb PAP on-lab ftMft"dMkftjM a.t to6l tticl4` lr LISO—Greater Los Angeles Area Non-Exclusive,Operating&Lease Agreement Exhibit A USO Service Club Demised Premises 210 N.El Cleld Road Palm Springs, CA 02262 See Attached Total Square Footags=4.074 SF First Floor=2.663 SF Second Floor= 1,411 $F IV AYk Wr USO EKHIVT A IP T FLOOR' FIRST FLOOR_IISO=7.,663 SF b. P Y.1 e4^' HANGAR-NOr USO v w 4 x w` USOEXH181T A-SO OND A..aGR 2 SECOND FLOOR-USO- 1,414 SF t , USO PAf i" am USd--Greatm Los Ailgetes,area Mott-Exclusive Opera&v&Lease Agreement 38" Exhibit B USO Service Club 210 N. El Cielo Road Palm Springs, CA 92262 Demised Premises—Parking Spaces See Attached Reserved Parking Spaces 1-5 and 11-12 Access to parking spaces from El Cieio Road parking lot entrance to the south as shown on attached. USO EXHIBIT B-PARKING LOT 47' 44` Hangar El Clela Road 7 g v Building Entrance9 A3 1 Driveway USO RESERVED PARKING SPACES 1-5 C USO-Greater Los Angeles Area Non-Exclusive Operating&Lease Agreement i Policy Number. 3EJ0691 Date Entered: 9/25/2018 A!RO® CERTIFICATE OF LIABILITY INSURANCE OATE(MMlDOIYYYY) 9/25/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). PRODUCER N A CT PETER KOHLY INSURANCE AGENCY AME:INC.. PHONE (310)641-3430 Fiuc No:(310)641-3618 6320 Howard Drollinger Way, Ste 202 E-MAIL info@kohlyinaurance.com Los Angeles, CA 90045 Do INSURE s AFFORDING COVERAGE NAIC ll INSURER A:Evanston Insurance Company INSURED BOB HOPE USO INSURER S: Farmers Insurance ExChange 21652 INSURER C:state ]}lord 200 PINE AVE, STE 240 INSURER0: LONG BEACH, CA 90802 INSURER E:i INSURER F: j COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADOL SUER P LI Y EF P OLICY LIMITS LT TYPETYPE OF INSURANCE POLICY NUMBER MMIDOIYYYY A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS-MADE ®OCCUR X 3EJ0681 9/15/2018 PREMISES Eeoowrrence S100,000 MED EXP(Anyone person $5,0 0 0 I Deductible $500 PERSONAL BADV INJURY $1,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 a PRO. POLICY JECT LOC PRODUCTS-COMPIOPAGO $INCLUDED S OTHER: AUTOMOBILE LIABILITY Ea eaJdent LIMIT $1,000,000 B ANY AUTO X 606306672 11/1/2018 11/7/2019 BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident S UMBRELLA LIAR HOCCUR EACH OCCURRENCE S EXCESS UAB CLAIMS-MADE AGGREGATE OEO RETENTION$ WORKERS COMPENSATION TR ETH AND EMPLOYERS'LIABILITY YIN 1 000,000 C ANY PROPRIETORIPARTNERlEXECUTIVE NIA X 9213952-18 6/26/2018 6/26/2019 E.L.EACH ACCIDENT $ OFFICERIMEMBEREXCLUDED7 1,000,000 Mandstory In NH) E.L.DISEASE-EA EMPLOYEE $ It yes,describe under 1 00,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S r DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD t01,AddlUonal Remarks schedule,may be attached a more space Is required) CITY OF PALM SPRINGS IS NAMED ADDITIONAL INSURED BLANKET WAIVER IS ATTACHED LOCATION: 210 N. EL CIELO, PALM SPRINGS, CA 92262 CERTIFICATE HOLDER CANCELLATION PALM SPRINGS INTERNATIONAL AIRPORT 3400 E TAHQUITZ CANYON WAY STE OFC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PALM SPRINGS, CA 92262 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103)The ACORD name and logo are registered marks of ACORD Produced usino Forms Boss Plus software.www.FormsBoss.com:Imoressive Publishino 800-208-1977 i POLICY NUMBER: 3EJ0681 COMMERCIAL GENERAL LIABILITY CG 20 11 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.j ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: I COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE j Designation Of Premises(Part Leased To You): 3. 210 N El Cielo, Palm Springs,CA 90062 Name Of Person(s)Or Organization(s)(Additional Insured): City of Palm Springs, Palm Springs International Airport,3400 E Tahquitz Canyon Way,#OFC, Palm Springs,CA 92262 i Additional Premium: $ Included Information required to complete this Schedule if not shown above will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to 2. If coverage provided to the additional insured include as an additional, insured the person(s) or is required by a contract or agreement, the organization(s) shown in the Schedule, but only insurance afforded to such additional insured with respect to liability arising out of the will not be broader than that which you are ownership, maintenance or use of that part of the required by the contract or agreement to premises leased to you and shown in the provide for such additional insured. Schedule and subject to the following additional B. With respect to the insurance afforded to these exciusions: additional insureds, the following is added to This insurance does not apply to: Section III—Limits Of Insurance: 1. Any "occurrence"which takes place after you If coverage provided to the additional insured is cease to be a tenant in that premises. required by a contract or agreement,the most we 2. Structural alterations, new construction or will pay on behalf of the additional insured is the demolition operations performed by or on amount of insurance: behalf of the person(s) or organization(s) 1. Required by the contract or agreement; or shown in the Schedule.2. Available under the applicable Limits of However:Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the by law;and applicable Limits of Insurance shown in the Declarations. CG 20 1104 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 i COMMERCIAL GENERAL LIABILITY CG 20 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION i This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance 2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: prima Id not seek contributionprimaryandwould InsurancePrimaryAndNoncontributory from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your 'policy provided that:. 1) The additional. insured is a Named Insured under such other insurance; and I CG 20 01 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 ENDORSEMENT AGREEMENT STATE WAIVER OF SUBROGATION REP A3 j R BLANKET BASIS 9213952-18 D RENEWAL NA HOME OFFICE 5-47-89-40 SAN FRANCISCO EFFECTIVE JUNE 26, 2018 AT 12 .01 A.M. PAGE 1 OF 1 ALL EFFECTIVE DATES ARE AND EXPIRING JUNE 26, 2019 AT 12. 01 A.M. AT 12:01 AM PACIFIC iSTANDARDTIMEORTHE TIME INDICATED AT PACIFIC STANDARD TIME BOB HOPE USO r 200 PINE AVE STE 240 VVV LONG BEACH, CA 90802 j i WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00$ OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF FOR WHOM THE NAMED INSURED SUBROGATION HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SANNFRANCISCO- JUNE 22, 2018 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO 2572 SCIF FORM 10217 (REV.7.2014) OLO DP 217 Polity Number: KTLT-63070806C172-TIL-18 ACORN® DATE IMWODNYYY) EVIDENCE OF. PROPERTY INSURANCE 09/25/2018 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW.THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE'POLICIES.BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE ADDITIONAL INTEREST. AGENCY PHONE ,(310)641-3430 COMPANY PETER KOHLY INSURANCE AGENCY,? INC. Travelers Property Casualty Co of Americ 6320 Howard Drollinger Way, Ste 202 Los Angeles, CA 90045 I F No. (310)641-3618 @MAIL s.info@kohlyinsurance.com CODE:29-50-360 SUeCODE: AGENCY INSURED BOB HOPE USO LOAN NUMBER POLICY NUMBER TJ-630-0806C172-TIL- 8 EFFECTIVE DATE EXPIRATION DATE CONTINUED UNTIL 200 PINE AVE, STE 240 9/15/2018 9/15/2019 F1TERMINATED IF CHECKED j LONG BEACH, CA 90802 THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATIONIDESCRIPTION 3400 E TAHQUITZ CANYON WAY, #OFC, PALM SPRINGS, CA 92262 I I THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, j NOTWITHSTANDING'ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN,THE.INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE.INFORMATION PERILS INSURED I ISASIC I IBROAD I ISPECIAL ' COVERAGE I PERILS I FORMS AMOUNT OF INSURANCE DEDUCTIBLE CONTENTS 25,000 1,000 TENANTS IMPROVEMENTS 100,000 REPLACEMENT COST COVERED SPECIAL FORM DITIONAL INSURED INCLUDED PRIMARY AND NON CONTRIBUTORY WORDING AM T WAIVER, REMARKS(including Special Conditions 30 DAY NOTICE OF CANCELLATION CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST - NAME AND ADDRESS ADDITIONAL INSURED LENDER'S LOSS PAYABLE LOSS PAYEE CITY OF PALM SPRINGS, MORTGAGEE PALM SPRINGS INTERNATIONAL AIRPORT LOAN* 3400 E TAHQUITZ CANYON WAY, NOFC HALM SPRINGS, CA 92262 AUTHORIZED REPRESENTATIVE f' L ACORD 27(2016/03) 01993-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Produced usin0 Forms Boss Plus software.www.FormsBoss.com:Imoressive Publishino 800-208-1977 I i COMMERCIAL PROPERTY POLICY NUMBER: RTJ-630-0806C172-TIL-18 ISSUE DATE: 09-20-18 LOSS PAYABLE PROVISIONS SCHEDULE Loss Payee(Name&Address) CITY OF PALM SPRINGS, PALM SPRINGS INTERNATIONAL AIRPORT 3400 E TEHQUITZ CANYON WAY H FC i PALM SPRINGS CA 92262 i i I Prem. Bldg. Provisions No. No. Description of Property Applicable 3 3 YBPP Loss Payable I DX T8 93 03 99 JO UFOALMCity of Palm Springs Department of Aviation Palm Springs International Airport I'I L MA 1)31N-3&N)•FAX.(76U)31> 3X15•1 M-) (7d))864 9527 August 11, 2014 Mr. Bob Kurkjian Executive Director USO Greater Los Angeles 203 World Way #200 Los Angeles, CA 90045 RE: PSP Lease Option No. 1—Agreement A5361 Dear Mr. Kurkjian: The City of Palm Springs would like to extend to you, a 60 day notice to exercise lease extension Option 1, per Section 1.2 of the non-exclusive Use Agreement for operating the USO Service Club at Palm Springs International Airport. This agreement includes parking of volunteer vehicles for the purpose of servicing the Service Club activities. This option will be effective from November 1, 2014 through October 31, 2015. The same conditions of the current lease will remain in effect. Moreover, the City Council is committed to securing a longer term preferred location for the USO with the advent of upcoming terminal improvements evolving from the Airport's master plan. The specifics of those options will be developed once the project is in design, and we look forward to working closely with your organization as we move toward that point. If you have any questions concerning notification, please contact my office at 760)318-3901 or via email at Thomas.Nolanapalmspringsca.gov We sincerely thank you for the assistance you and your volunteers are able to offer the men and women serving in all branches of military service. Sincerely, 4 Thomas Nolan, A.A.E. Executive Director-Airport Post Office Box 2743 • Palm Springs, California 92263-2743 USO— GREATER LOS ANGELES AREA, INC. NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT FOR HANGAR SPACE AT PALM SPRINGS INTERNATIONAL AIRPORT THIS LEASE ("Lease') is made and entered into this 1st day of November 2011, by and between the CITY OF PALM SPRINGS, a charter city and California municipal corporation City"), and USO — Greater Los Angeles Area, Inc. 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 continue to lease and operate a USO Service Club at Palm Springs International Airport("Airport"). B. City believes that the flow of military personnel, retired military personnel and military dependants within the City's airport terminal benefit from the convenience and accessibility of a USO Service Club at Palm Springs International Airport. 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" consists of approximately 4,074 square feet of exclusive use space located near the airport terminal and more particularly described in Exhibit "A" attached hereto. In addition, five assigned parking spaces more particularly described in Exhibit"B" attached hereto. 1.2 Lease Term. The term of this Lease shall commence on November 1, 2011 and shall terminate on October 31, 2014, subject however to earlier termination by either party with thirty (30) days advance written notice, or as otherwise provided in this Lease. Three one-year lease extension options are included at the City's discretion. 1.3 Lease Rental Payments. The rent shall be in the amount of one dollar ($1.00) per annum. In addition, Tenant shall remit five thousand dollars ($5,000) in two equal USO—Greater Los Angeles Area t Non-Exclusive Operating&Lease Agreement 772246.1 ORIGINAL BID AND/OR AGREEMENT installments of two thousand five hundred dollars ($2,500) on November 1st and May list of each calendar year of the lease term tendered as tenant's contribution to defray the cost of all utilities (electricity, water and waste disposal). 1.4 Use of Demised Premises. Demised Premises may be utilized to operate a USO Service Club under the Ordinances of the City applicable to the Demised Premises and the Airport Rules and Regulations. 1.5 Days / Hours of Operation: Seven days per week / various hours as determined by Tenant needs up to 24 hours per day. Section 2. TERM 2.1 Term. The initial term of this Lease shall commence on the date specified in Section 1.2 Commencement Date and shall continue for the period specified therein. Lease subject to earlier termination by either party with thirty (30) days advance written notice, or as otherwise provided in this Lease. If Lessee remains in possession of all or any part of the Demised Premises after the expiration of the term hereof, with or without the express or implied consent of City, such tenancy shall be from month to month only, and not a renewal hereof or an extension for any further term, and in such case, rent and other monetary sums due hereunder shall be payable in the amount and at the time specified in the Lease and such month to month tenancy shall be subject to every other provision, covenant and agreement contained herein. Acceptance by City of rent after such expiration or earlier termination shall not constitute a holdover hereunder or result in a renewal. The foregoing provisions of the subsection are in addition to and do not affect the right of re-entry or any right of City hereunder or as otherwise provided by law, and in no way shall affect any right which City may otherwise have to recover damages from Tenant for loss or liability incurred by City resulting from such failure by Tenant to surrender the Demised Premises. Nothing contained in this Sub-section shall be construed as consent by City to any holding over by Tenant, and City expressly reserves the right to require Tenant to surrender possession of the Demised Premises to City as provided in this Lease upon the expiration or other termination of the Lease. Section 3. RENTAL. 3.1 Yearly Rental. Tenant shall pay to City, during the term of this Lease from and after the Commencement Date as yearly rental for the Demised Premises the sum specified in Section 1.3 hereof, which sum shall be paid in advance on the first day of each calendar year. 3.2 Utilities. All cost for water, gas, heat or electricity furnished to the Demised Premises shall be reimbursed to the City via monthly invoices. Tenant shall pay USO—Greater Los Angeles Area 2 Non-Exclusive Operating& Lease Agreement 772246.1 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. Section 4. USE OF THE PREMISES. 4.1 Permitted Uses. Demised Premises may be utilized to operate a USO Service Club under the Ordinances of the City applicable to the Demised Premises and the Airport Rules and Regulations. 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 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 the Director of Aviation. 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 Director of Aviation 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 and cooperative relationship with other Tenants operating in the Airport. Tenant shall not engage in open, notorious and public disputes, disagreements or conflicts tending to deteriorate the quality of service 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. City 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, LISO—Greater Los Angeles Area 3 Non-Exclusive Operating&Lease Agreement 772246.1 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 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. 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. 4.4 Public Facilities, Ingress. Egress and Quiet Eniovment. 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 five (5) Tenant employee vehicles in the Airport Employee Parking Lot. USO—Greater Los Angeles Area 4 Non-Exclusive Operating&Lease Agreement 772246.1 4.5 Rules and Regulations. Tenant shall faithfully observe and comply with the any 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. 4.6 Vehicle Parking Area SF (Spaces 1-5) as depicted on Exhibit "B". Access to parking spaces from EI Cielo Road parking lot entrance to the south as shown on Exhibit "B". 4.7 Signage: All exterior signage must be approved in advance by the City. All signage must also meet the requirements of the Palm Springs Municipal Code Signage Ordinance. 4.8 Public Restrooms: Access to restrooms located within the Demised Premises will be available to other tenants who have rented space within the building and their customers. 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, 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. . 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 in Section 8 below, 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 in Exhibit C). 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 USO-Greater Los Angeles Area 5 Non-Exclusive Operating R Lease Agreement 772246.1 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. City shall, 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. City shall be responsible for roof and window repairs and any associated water damage repairs. 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 Citv's Reserved Rights. a) Airport Development and Safetv. 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) Right to Relocate Demised Premises. City reserves the right to relocate all of the Demised Premises within the Hangar Building if required to ensure the operational effectiveness of the Hangar. Said relocation shall be to an area of comparable size and quality as is reasonably practicable. Notwithstanding the foregoing, in the event the Substituted Premises is unsatisfactory to Tenant in its reasonable discretion, Tenant shall give Landlord written notice thereof ("Tenant's Objection Notice') within ten (10) days following Tenant's receipt of notice of such relocation, following which Tenant and Landlord shall work in good faith to resolve Tenant's objections to the Substituted Premises or to locate alternate Substituted Premises reasonably acceptable to Tenant. In the event that Landlord and Tenant are unable to reach agreement within thirty(30) days following Landlord's receipt of Tenant's Objection Notice, Tenant may terminate this Lease by giving written notice thereof to City, which termination shall be effective the date relocation is required by the City. In the event of termination by Tenant under this paragraph, the Security Deposit shall be returned to Tenant upon payment by Tenant to City of all amounts otherwise due under this Lease through the date of termination. Tenant and City shall thereafter have no rights or obligations under this Lease. c) 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 USO—Greater Los Angeles Area 6 Non-Exclusive Operating&Lease Agreement 772246.1 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 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 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. 6.1.2 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. 6.1.3 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, City's Parties and the Releasing Parties 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) 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 negligence or willful USO—Greater Los Angeles Area 7 Non-Exclusive Operating& Lease Agreement 772246.1 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 injury to persons in, upon or about the Demised Premises during Tenant's use of the Demised Premises, except where such injury is caused solely by the negligence or willful misconduct of the City or the City's Parties. 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 Parties, 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 negligence or willful misconduct of the City or the City's Parties. 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 Parties, except where such damage or injury is caused solely by the negligence or willful misconduct of the City or the City's Parties. 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, City shall forthwith make said repairs, except where such damage or injury is caused solely by the negligence or willful misconduct of the Tenant, 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. City shall promptly clean and remove all debris resulting from said damage or destruction. City 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. USO—Greater Los Angeles Area g Non-Exclusive Operating&Lease Agreement 772246.1 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 not be encumbered. 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 Demised Premises 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 perform such obligation within thirty (30) days after written notice by the other party specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of the obligation is such that more than thirty (30) days are required for its performance, then the party shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. 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. USO—Greater Los Angeles Area q Non-Exclusive Operating& Lease Agreement 772246.1 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. 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. USO—Greater Los Angeles Area 10 Non-Exclusive Operating&Lease Agreement 772246.1 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 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. USO—Greater Los Angeles Area 11 Non-Exclusive Operating&Lease Agreement 772246.1 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 MISCELLANEOUS PROVISIONS 15.1 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. 15.2 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. 15.3 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. 15.4 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. 15.5 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 forty-five (45) 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 LISO—Greater Los Angeles Area 12 Non-Exclusive Operating&Lease Agreement 772246.1 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 2.1. 15.6 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. 15.7 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. 15.8 Reservation of City Rights. Except for its duties under Section 8 above and the attached Exhibit "C°, 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. 15.9 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. 15.10 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. 15.11 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. 15.12 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 USO-Greater Los Angeles Area 13 Non-Exclusive Operating&Lease Agreement 772246.1 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 Aviation 3400 East Tahquitz Canyon Way, Suite OFC Palm Springs, California 92262-6966 To Tenant: USO — Greater Los Angeles Area, Inc. Attn: Board of Directors 203 World Way, Suite 200 Los Angeles, California 90045 SIGNATURES ON NEXT PAGE USO—Greater Los Angeles Area 14 Non-Exclusive Operating&Lease Agreement 772246A IN WITNESS WHEREOF,the parties have executed and entered into this Lease as of the date first written above. CITY OF PALM SPRINGS ATTEST:a municipal corporation By. Clerk 1 f/ Z l ZOI City fanager L (IY APPROVED AS TO FORM: 1 f APPROVED BY CITY COUNCIL By- City Attorney CONTRACTOR: USO-Greater Los Angels Area, Inc. Check one:_Individual_Partnership Corporation Corporations require two notarized signatures: One from each of the following: A. Chairman of Board, President, or any VicePresiden - NO B.Secretary,,Ass [!SS ettaly.Treasurer,Assistant Treasurer,or Chief Financial Officer). By: u p 9 Lf Pil y By. Signature(notarized) cc.. Signature(notarized) Name: Kg4 (Su N M. S I W5 Name: Title: C in i Y-"n Title: State of State of CoAn Oss County of Oss Onefc me, On before me, Pey app red Personally appeared proved to me proved to me ononsisSafictoryevidencetobethethebasisofsatisfactoryevidencetobetheperson(s)whoseperwsenae(s) is/are subscribed to the name(s)is/are subscribed to the within instrument andwitantandcknowledgedtomethatacknowledgedtomethathe/she/they executed the same inhe/ executed t same in his/her/their his/her/their authorized capacity(ies),and that by his/her/theirautcapacity(ies), nd that by his/her/their signature(s)on the instrument the person(s),or the entitysig (s)on the instrum nt the person(s),or the upon behalf of which the person(s)acted,executed theentnbehalfofwhichtperson(s)acted, instrument. the instrument.WITNESS my hand and official seal.S my hand and offici seal. Notary Signature: Notary Signature: Notary Seal: Notary Seal: z0-^ TN/S S USO-Greater Los Angeles Area 15Non-Exclusive Operating & Lease Agreement 772246.1 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of On before me, insert name and titl of the officer)2=t/ mpersonallyappearedfG,¢ 6 L,rYI 9-:5 who proved to me on the basis of satisfactory evidence to be the person(o whose name( is/aomsubscribed to the within instrument and acknowledged to me that I+e/she/may executed the same in 14e/her/their authorized capacity(i94 and that by itis/her/tUvis signature(?yon theinstrument the person(or the entity upon behalf of which the person( acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoin para ra h is true and correct. m. MARILYN SEARS emy Commission # 1850951 z WITNESS m hand and official sea]. Notary Public - county L y Los Angeles County Comm. Expires May 25. 2013 Notary Seal) Signa reofNotary Public ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in Calformo must contain verbiage exactly as DESCRIPTION OF THE ATTACHED DOCUMENT . appears above in the nomry section ar a separate acknowledgment form must be properly completed and attached to that document The only exception is if a document is to be recorded outside of California. In such instances,any alternative Title or scnplion o attic ed do ent) acknowledgment verbiage os may be printed on such a document so long as the verbiage does not require the ninety to do something that is illegal for a nolaty in Cal farina (i.e. certifying the authorized capacity of the signer). Please check the Title or dese piton of attic document con tied document carefully,far proper notarial wording and attach this form ifrequired. Number'of Pages is Document Date State and Count'information must be the State and County where the document g signer(s)personally appeared before the notary public for acknowledgment. Date of notarization must be the date that the agner(s)personally appeared which must also be the same date the acknowledgment is completed. Additional information) The notary public must print his or her name as it appears within his or her commission followed by a earn=and then your title(notary public). Print the names) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. Individual(a) ke/shcffil ,is/are)or circling the correct forms.Failure to correctly indicate this information may lead to rejection of document recording. Corporate Officer The notary sea] impression most be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges,re-seal if a Title) sufficient area permits,otherwise complete a different acknowledgment form. Partner(s) Signature of the notary public must match the signature on file with Ibe off-Joe of Attorney-hi-Fact the county clerk. I Y- Additional information is not required but could help to e,,xisure"bElTrustee(s)acknowledgment is not misused or attached to a different doe 1/y ElOther Indicate title or type of attached document,number of pages aI to Indicate the capacity claimed by the signer. If the claimed w is a corporate officer,indicate the title(Le.CEO,CFO,Secretary). S Securely attach this document to the signed document 2008 Version CAPA v12.10.07800-873-9865 vww.NotaryClasses.com Exhibit"A" USO Service Club Demised Premises 210 N. EI Cielo Road Palm Springs, CA 92262 See Attached Total Square Footage = 4,074 SF First Floor = 2,663 SF Second Floor= 1,411 SF USO—Greater Los Angeles Area 16 Non-Exclusive Operating&Lease Agreement 772246.1 USO EXHIBIT A- FIRST FLOOR 19, FIRST FLOOR- USO = 2,663 SF g' 35' HANGAR- NOT USO 35' L S 19' 1r S9 g 1 o rV F 29' ma w 17 USO E n t1i tt6t S Diu 4t:.oPARKING 5 Building IMLUMEntrancei 24' 9' USO EXHIBIT A SECOND FLOOR SECOND FLOOR' USO 1.411SF 9' 35' Exhibit "B" USO Service Club 210 N. El Cielo Road Palm Springs, CA 92262 Demised Premises— Parking Spaces See Attached Reserved Parking Spaces 1 —5 Access to parking spaces from El Cielo Road parking lot entrance to the south as shown on attached. USO—Greater Los Angeles Area 17 Non-Exclusive Operating& Lease Agreement 772246.1 USO EXHIBIT B - PARKING LOT 47' 44' Hangar El Cielo Road 7 6 8 4 Building Entrance 9 4. 1o ' 3 11 2 12 1 Driveway USO RESERVED PARKING SPACES 1-5 EXHIBIT °C" USO Service Club Utilities / Maintenance Responsibilities Tenant shall, within the demised premises, maintain, repair and pay for: Light bulb replacement Janitorial and Custodial services Carpet replacement Painting Walls, doors and interior glass replacement The sum of $5,000 to defray the cost of all utilities (electricity, gas, water and waste disposal) City shall provide, maintain, and repair all structural systems: Roof Fire / Life/Safety Systems Master Electrical Systems, exclusive of equipment installed by Tenant Plumbing System -currently in place Main Water and Sewer Lines- currently in place HVAC System Parking Lot USO-Greater Los Angeles Area g Non-Exclusive Operating&Lease Agreement 772246A USO—GREATER LOS ANGELES AREA, INC. AMENDMENT No. 1 TO NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT FOR TERMINAL SPACE AT PALM SPRINGS INTERNATIONAL AIRPORT THIS Amendment No. 1 to Agreement 5361 is made and entered into this 1st day of November 2009, by and between the CITY OF PALM SPRINGS, a charter city and California municipal corporation City"), and USO — Greater Los Angeles Area, Inc. a California corporation ("Tenant'). City and Tenant may hereinafter be referred to individually as a "Party" and collectively as"Parties". RECITALS A. Tenant requires additional space to lease and operate a USO Service Club at Palm Springs International Airport ("Airport"). B. City believes that the flow of military personnel, retired military personnel and military dependants within the City's airport terminal would benefit from the convenience and accessibility of additional space for the USO Service Club at Palm Springs International Airport- C. The Federal Aviation Administration has approved the additional space at no additional cost to the Tenant. AGREEMENT NOW THEREFORE, in consideration of the mutual promises of the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant agree as follows. 1. Subsection 1.1 in the Lease shall be amended to include an addition 114 square feet of exclusive use space located adjacent to the current USO space and more particularly described on the revised Exhibit"A"attached hereto effective November 1, 2009 at no additional cost to Tenant. 2. Due Execution. The person(s) executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (il) they are duly authorized to execute an deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into of this Amendment does not violate any provision of any other agreement to which said party is bound. 3. Full Force and Effect. The parties further agree that, except as specifically provided in this amendment, terms of the Lease shall remain unchanged and in full force and effect. EXECUTION PAGE FOLLOWS) USO—Greater Los Angeles Area page 1 of 3 Amendment 1 to Agreement 5361 Palm Springs International Airport IN WITNESS WHEREOF, the parties have executed and entered into this Lease as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation Yt' Clerk "012 7-0 Z-001 City Manager APPR D AS TO FORM: APPROVED BY CITY COUNCIL Byx i Crr A$o ey CONTRACTOR: USO—GreaterLosAngelsArea,Inc. Check one:_Individual_Partnership_Corporation Corpora ions require two notarized signatures One From each of the Following.A Chairman of Board, President,or any Vice President:ANO S. Secreta Assigtan rsei;etary,Treasurer,Assistant Treasurer,or Chief Financial Officer). tee'(U.ri g Y_ _ lgn ture(notariz d) / J Signature(notarized) Naamme. .Osfitl ///T• C'.+ li%*i7 Name:_ Title: 6 e7' v` Title. y " State of II state of II County of IIas Counryof Flss On before me On before me, Personally appeared Personally appeared personally known to me(or proved to me on the basis of personally known to me(or proved to me on the basis of satisfactory satisfactory evidence)to be the person(s)whose name(s) evidence)to be the person(s)whose name(s)is/are subscribed to islare subscribed to the within instrument and acknowledged the within instrument and acknowledged to me that he/she/they to me that he/she/thay executed the same in his/herltheir executed the same in his/her/their authorized capaeity(ies),and that authorized capacrty(ies) and that by his/her/their signatures) by his/her/their signature(s)on the instrument the person(s),or the on the instrument the persoi ft or the entity upon behalf of entity upon behalf of which the person(s)acted,executed the which the person(s)acted,executed the instrument instrument. J 8WITNESSmyhandandofficialseal. WITNESS my hand and official seal. Roll ILd Notary Signature: Notary Signature Notary Se a]: Notary Seal. USO--Greater Los Angeles Area Page 2 of 3 Amendment 1 to Agreement 5361 Palm Springs International Airport CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENTT cSsif,4r2NC•rm..w::avcn:;t,.,c5z-,r..r.r rsw'r..s'Gi'PeS dYE.`r'•C.r.,z`ck sz:5x:.^'.'..'•s.Y'4YisY'=,'F:e5 Stale of California County of L2c _Angeles On 7' 009 before me, _ 7,1f fi iiemR: r lftxa lfbtaxT Pablir,. ov J Horo In.^.eil N imn nnrl file or 11r 011lcol NBn10(51 4 SignrclSl who proved to me on the basis of satisfactory evidence to be the persorC.whose namcg i are ubscribed to the within instrument and acknowledged to me that f v ey executed the same in b+stae thei authorized capacrt re and that by Ixsll t,ignaturg on the Instrument the persorQ( or the entity upon behalf of which the persor 6yacted, executed the instrument I certify under PENALTY OF PERJURY under the laws VIRGIN;A ECERKOCViIgN Is of the State of California trial the foregoing paragraph Is true and correct.CammisslOn ;: 7788662 I. g rf8 No Public • California Los Angeles County WITNESS my hand and official seal.V` NyComm Fxp'resFeb9,2012 > Signature_f/Z Place Nota,Su.t Abner 1 fc1pnpplN0( y P 11 Ir 7-Dough the infbrmalion below is not required by lain, it may piovp vaivable to persons relying on Nye docurnont end could prevent fraudulent removal and reeflachment of mrs lorm to anolher dacumnnr. Description of Attached Document Title or Type of Docurnent: .- - _. G4,rhz 1171 _111__e__. uocument Data-_ ._-1it Number of Pages Signer(s) Other Than Namad Above Capacity(ies) Claimed by Signer(s) Signer's Name i,(,_v._.- Signer's Name, Indlvldued 1 I I Individual p Corporate Officer--- Title(s). YU _ 1 1'Oorporate Officer•--Title(s): I•. _ I Partner-- Limited Li General _ LI Partner Limped LI General l Altorncy in Fact Cl Attorney in Fact Top Of fljwgjl>hero Iop of ihumlh line•I i TYustee L fYllstL'e L Guardian of Conservator rJ Guardian or Conservator Other Other._-, Sig I r Is Re1?resenting Signer Is Representing 02007NFlIi011dI PItlPlry(1550CIBII011.935O o4'irtlrl Ave. PU.IlUx 240)-(;In13W0d11 CA HI r1.t-J,gl]2•WrvlxN ilmnalN01PYYUrtJ I\unllypp/ Romtlor.GIII TnII•r=rea 1 600-876 6027 Revised Exhibit"A" USO Service Club Terminal Space See Attached USO—Greater Los Angeles Area Page 3 of 3 Amendment 1 to Agreement 5361 Palm Springs International Airport as W. Proposed US Site GATE 5 GATE 4 i includes small room upper nghlcorner 91. 5sfJ i 9.] 5' Palm Springs International Airport 20' Exhibit A Revised 11I01l09 Shaded Area - Proposed USO Site Total at including small room = 975' GATE 3 GATE 2 Add 114SF Office to U80 space effective 1111109 c GATE 1 Q\® Cutoside Q o 1 0/ h r O Q OO o r USO—GREATER LOS ANGELES AREA, INC. NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT FOR TERMINAL SPACE AT PALM SPRINGS INTERNATIONAL AIRPORT Lid, _,. sir 4• IiA '. .:t° THIS LEASE ("Lease") is made and entered into this 1st day of November 2006, by and between the CITY OF PALM SPRINGS, a charter city and California municipal corporation ("City"), and USO — Greater Los Angeles Area, Inc. 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 and operate a USO Service Club at Palm Springs International Airport Airport"). B. City believes that the flow of military personnel, retired military personnel and military dependants within the City's airport terminal would benefit from the convenience and accessibility of a USO Service Club at Palm Springs International Airport. 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" consists of approximately 975 square fee of exclusive use space located in the airport terminal and more particularly described in Exhibit"A" attached hereto. 1.2 Lease Term. The term of this Lease shall commence on November 1, 2006 and shall terminate on October 31, 2011, subject however to earlier termination by either party with ninety (90) days advance written notice, or as otherwise provided in this Lease. 1.3 Lease Rental Payments. The rent shall be in the amount of one dollar($1.00) per annum. 1.4 Use of Demised Premises. Demised Premises may be utilized to operate a USO Service Club under the Ordinances of the City applicable to the Demised Premises and the Airport Rules and Regulations. 1.5 Days / Hours of O eratiom Seven days per week ( Various hours as determined by Tenant needs up to 24 hours per day. USO—Greater Los Angeles Area Page 1 of 17 Non-Exclusive Operating &Lease Agreement Palm Springs International Airport J 7uV l u4a U Section 2. TERM 2.1 Term. The initial term of this Lease shall commence on the date specified in Section 1.2 Commencement Date and shall continue for the period specified therein. Lease subject to earlier termination by either party with thirty (30) days advance written notice, or as otherwise provided in this Lease. If Lessee remains in possession of all or any part of the Demised Premises after the expiration of the term hereof, with or without the express or implied consent of City, such tenancy shall be from month to month only, and not a renewal hereof or an extension for any further term, and in such case, rent and other monetary sums due hereunder shall be payable in the amount and at the time specified in the Lease and such month to month tenancy shall be subject to every other provision, covenant and agreement contained herein. Acceptance by City of rent after such expiration or earlier termination shall not constitute a holdover hereunder or result in a renewal. The foregoing provisions of the subsection are in addition to and do not affect the right of re-entry or any right of City hereunder or as otherwise provided by law, and in no way shall affect any right which City may otherwise have to recover damages from Tenant for loss or liability incurred by City resulting from such failure by Tenant to surrender the Demised Premises. Nothing contained in this Sub-section shall be construed as consent by City to any holding over by Tenant, and City expressly reserves the right to require Tenant to surrender possession of the Demised Premises to City as provided in this Lease upon the expiration or other termination of the Lease. Section 3. RENTAL. 3.1 Pearly Rental. Tenant shall pay to City, during the temp of this Lease from and after the Commencement Date as yearly 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 year. 3.2 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. 3.3 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. 3.4 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 USO--Greater Los Angeles Area Page 2 of 17 Non-Exclusive Operating&Lease Agreement Palm Springs International Airport 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. 3.5 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. 3.6 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. Section 4. USE OF THE PREMISES. 4.1 Permitted Uses. Demised Premises may be utilized to operate a USO Service Club under the Ordinances of the City applicable to the Demised Premises and the Airport Rules and Regulations. 42 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 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 the Director of Aviation. 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 Director of Aviation concerning the conduct, demeanor or appearance of such persons, Operator shall take all steps necessary to remove the cause of the objection. USO—Greater Los Angeles Area Page 3 of 17 Non-Exclusive Operating&Lease Agreement Palm Springs International Airport Tenant, its agents and employees shall conduct and maintain a friendly and cooperative relationship with other Tenants operating in the Airport. Tenant shall not engage in open, notorious and public disputes, disagreements or conflicts tending to deteriorate the quality of service 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 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 at 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 Cade 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 at 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. 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. 4.4 Public Facilities Ingress, Egress and Quiet Enjoyment. 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 USO—Greater Los Angeles Area Page 4 of 17 Non-Exclusive Operating& Lease Agreement Palm Springs International Airport 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. 4.5 Rules and Regulations. Tenant shall faithfully observe and comply with the any 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, 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. Tenant hereby waives all right to make repairs at the expense of the State of California to make said repairs. 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. USO—Greater Los Angeles Area Page 5 of 17 Non-Exclusive Operating & Lease Agreement Palm Springs International Airport 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) Right to Relocate Demised Premises. City reserves the right to relocate all of the Demised Premises within the Terminal Building if required to ensure the operational effectiveness of the Terminal Building and concourses. Said relocation shall be to an area of comparable size and quality as is reasonably practicable. Notwithstanding the foregoing, in the event the Substituted Premises is unsatisfactory to Tenant in its reasonable discretion, Tenant shall give Landlord written notice thereof Tenant's Objection Notice") within ten (10) days following Tenant's receipt of notice of such relocation, following which Tenant and Landlord shall work in good faith to resolve Tenant's objections to the Substituted Premises or to locate alternate Substituted Premises reasonably acceptable to Tenant. In the event that Landlord and Tenant are unable to reach agreement within thirty (30) days following Landlord's receipt of Tenant's Objection Notice, Tenant may terminate this Lease by giving written notice thereof to City, which termination shall be effective the date relocation is required by the City. In the event of termination by Tenant under this paragraph, the Security Deposit shall be returned to Tenant upon payment by Tenant to City of all amounts otherwise due under this Lease through the date of termination. Tenant and City shall thereafter have no rights or obligations under this Lease- c) Termination By City For Airport Related Purpose. In the event City should require the Demised Premises, or any portion thereof, for any Airport related purpose whatsoever, Tenant agrees that City may terminate this Lease by giving Tenant one hundred twenty 120) days written notice. If this Lease is terminated under the provisions of this Section 5.4(c), 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 at seg. of the California Government Code), due to termination, re-entry or acquisition by City- d) 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 USO—Greater Los Angeles Area Page 6 of 17 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 required by the laws of California and Employer's Liability 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 ($1,00D,000) bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. 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, City's Parties and the Releasing Parties 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) 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 negligence or willful misconduct. The USO—Greater Los Angeles Area Page 7 of 17 Non-Exclusive Operating&Lease Agreement Palm Springs International Airport 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 solely by the negligence or willful misconduct of the City or the City's Parties. 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 Parties, 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 negligence or willful misconduct of the City or the City's Parties. 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 Parties, except where such damage or injury is caused solely by the negligence or willful misconduct of the City or the City's Parties, 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. 72 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 S. 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 solely by the negligence or willful misconduct of the City or the City's Parties. 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. Section 9. ASSIGNMENT. Tenant shall not assign this Lease 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. USO--Greater Los Angeles Area Page 8 of 17 Non-Exclusive Operating&Lease Agreement Palm Springs International Airport 10.1 This Lease, or any right to or interest in, or any of the improvements on the Demised premises, may 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 parry 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 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 USO—Greater Los Angeles Area Page 9 of 17 Non-Exclusive Operating&Lease Agreement Palm Springs International Airport 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 Demised Premises by any lawful means, in which case the Lease shall terminate. 11.2 Neither parry 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 perform such obligation within thirty (30) days after written notice by the other party specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of the obligation is such that more than thirty (30) days are required for its performance, then the parry shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. 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. 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 USO—Greater Los Angeles Area Page 10 of 17 Non-Exclusive Operating&Lease Agreement Palm Springs International Airport parry 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 Nan-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 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. USO—Greater Los Angeles Area Page 11 of 17 Non-Exclusive Operating & Lease Agreement Palm Springs International Airport 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 MISCELLANEOUS PROVISIONS 15.1 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. 15.2 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. 15.3 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. 15.4 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. USO —Greater Las Angeles Area Page 12 of 17 Non-Exclusive Operating & Lease Agreement Palm Springs International Airport 15.5 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 forty-five (45) 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 5.4(c). 15.6 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. 15.7 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. 15.8 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. 15.9 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. 15.10 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. 15.11 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. 15.12 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: USO—Greater Los Angeles Area Page 13 of 17 Non-Exclusive Operating &Lease Agreement Palm Springs International Airport To City: Palm Springs International Airport Attn: Director of Aviation 3400 East Tahquitz Canyon Way, Suite OFC Palm Springs, California 92262-6966 To Tenant: USO—Greater Los Angeles Area, Inc- Attn: Gordon Fawcett, Board of Directors 203 World Way, Suite 200 Los Angeles, California 90045 USO—Greater Los Angeles Area Page 14 of 17 Non-Exclusive Operating & Lease Agreement Palm Springs International Airport IN WITNESS WHEREOF, the parties have executed and entered into this Lease as of the date first written above. CITY OF PALM SPRINGS ATTEST' a municipal corporation Clerk City Manager APPROVED OFORM: I APPROVED BY CITY COUNCIL By:U' Q "1 1M'•907 7 City Attorn y CONTRACTOR: USO—Greater Los Angels Area, Inc. Check one._Individual Partnership Corporation Corporations require two notarized signatures:One from each of the following.A.Chairman of Board, P es ent,or an Ice President:AND a. Secretary, stanf15eaetary.Treasurer,Assistant Treasurer,or Chief Financiisn Sign ure(notarized)Signature(notarized) Name, ^_060 z/'r Name A C111,?1 9_f Titler . 43 , pp D 0 S d Title /P,: C //I'/' State of (7.Y f V tQ State of CA43 j5"R'/A county of P rs ass County of L-PS Ai-55 On IIIa pro before me. Lor r 1 -dray; -i On 11,13 Ne before mj i lA"E Srr§ n]" -i?tli• Personally appeared 6 FQ W r P Personally appearedf is ljAz B • in Ueg 1u A povsoaal"v-^^ R t. m@(or proved to me on the basis of onally knonwn to e_(or Jroved to me on he basis of satisfactory satisfactory evidence)to be the person(s)whose name(s)evidence)to be the perso}P)whose name Is re subscribed to Ohre subs Ibeit to the within instrument and acknowledged the within instrument an Hinowiedged to a eOhalthey to me teal sholthey executed the same inuiialherltheir a ed the same his er@heir authorized capa i ),and that authorized paclty(ios),and that b Is hentheir signature(s) b his/ er/their sii 5 on the inst ment the person or the an the instrument the person(s),or th'e entity upon behalf of en4 y upon behalf of which the persop acted,execute a which the person(s)act uted the ns rumen inshument. wITNE ha'nd and o i ial se WITNESS my handddyaannld official seal otary Signature ary Signature+"' Uu'"`" ` otary Seal: Notary Seal_ rVIANA TERESA ANDERSON U ,rwzn'- fJOTAAYPU6LIC1-CALIFORNIA 393251 U 0MVITRAV" 3 r sAN MATED COUNTY nCOMM,}74785u4 r - NOThRY PUBLIC-CALIFORNLq lai=umr MY COMM.EXI'IAC JAN.14,2007 RIVERSIdE COUNTY COMM,IXP.MARCH 24,2t 8 USO—Greater Los Angeles Area Page 15 of 17 Non-Exclusive Operating & Lease Agreement Palm Springs International Airport Exhibit"A" USO Service Club Terminal Space See Attached USO—Greater Los Angeles Area Page 16 of 17 Non-Exclusive Operating&Lease Agreement Palm Springs International Airport GATE 11 GATE 10 GATE 8 GATE 9 GATE 7 _ GATE 6 I oe iii , i Do fll Pro; osEd use situ GATE 5 GATE 4 includes small room upper righl comer 197. 5sl 65 e. T Palm Springs International Airport i • Ile — v Shaded Area- Proposed US 0 5 ite Total si including small room= 975' I l GATE 3 GATE 2 GATE 1 G 00 Cmhstle O Q 0p' GG E TIc T' ve w O o EXHIBIT"B" USO Service Club Maintenance Responsibilities Tenant shall, within the demised premises, maintain, repair and pay for: Light bulb replacement Janitorial and Custodial services Carpet replacement Painting Walls, doors and glass replacement Telephone and any other Utilities not provided by City City shall provide, maintain, and repair all structural systems: Utilities: Electric, gas, and water—currently in place and provided to the demised premises Roof Fire/ Life/Safety Systems Master Electrical Systems, exclusive of equipment installed by Tenant Plumbing System—currently in place Main Water and Sewer Lines—currently in place hIVAC System USO—Greater Los Angeles Area Page 17 of 17 Non-Exclusive Operating &Lease Agreement Palm Springs International Airport