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HomeMy WebLinkAboutA9440 - PS AIR MUSEUM -GROUND LEASECONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits:Signatures: Insurance:Bonds: Business License: Sole Source Co-Op CoOp Agmt #:Sole Source Documents:CoOp Name: CoOp Pricing: By:Submitted on: Contract Abstract Form Rev  $XWKRUL]HG6LJQHUV 1DPH(PDLO &&RUSRUDWLRQVUHTXLUHVLJQDWXUHV Ground Lease Palm Springs Air Museum, Inc. Fred Bell fred@palmspringsairmuseum.org Ground Lease Space Revenue - $3,800 monthly August 1, 2023 - July 31, 2028 Attached Dan Gilbertson, deltagolf@gci.net Bill Bramer, wbramer@aol.com Aviation Victoria Carpenter/ 3808 July 24, 2023 N/A Yes Yes Yes Yes N/A No N/A N/A N/A N/A August 8, 2023 Christina Brown A9440 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 CITY OF PALM SPRINGS AIRPORT GROUND LEASE This Airport Ground Lease Agreement (“Agreement”) is made and entered into this 1st day of August, 2023 by and between the City of Palm Springs, a charter city and municipal corporation (“City”) and PALM SPRINGS AIR MUSEUM, INC. a California nonprofit public benefit corporation (“Tenant”). City and Tenant may be individually referred to as “Party” or collectively as the “Parties”. RECITALS A. The City is the owner and operator of the Palm Springs International Airport (“Airport”) located at 3400 E Tahquitz Canyon Way, Palm Springs, CA 92262. B. Tenant desires to lease property from the City in order to provide additional parking for aircraft and support the operation of the Palm Springs Air Museum. NOW THEREFORE, for and in consideration of the mutual representations, warranties, covenants, obligations, privileges, conditions, and agreements set forth in this Agreement, the Parties hereby agree as follows: 1.INCORPORATION OF RECITALS. The recitals above are true and correct and are hereby incorporated herein by this reference. 2.LEASED PREMISES. 2.1 Lease. City hereby leases to Tenant and Tenant leases from City, certain real property located within the City of Palm Springs, County of Riverside, California, as more particularly described in Exhibit “A”, attached hereto and incorporated herein by this reference. This leased property, as defined herein, is leased to Tenant and referred to in this Agreement as the “Leased Premises”. 2.2 Intentionally Omitted. 2.3 Intentionally Omitted. 2.4 Acceptance of Leased Premises. Tenant hereby accepts the Leased Premises in the condition existing as of the date hereof. Tenant hereby agrees that the Leased Premises are in a good and tenantable condition and acknowledges that it has inspected the Leased Premises and common areas of the Airport to its satisfaction and acknowledges that City is not obligated to make any repairs or alterations to the Leased Premises or common areas. 2.5 Reservations to City. Tenant further accepts the Leased Premises subject to any and all existing easements and encumbrances. City reserves the right without obligation to install, lay, construct, maintain and repair utilities and appurtenances necessary or convenient in connection therewith in, over, upon, through, across, under and along the Leased Premises or any part thereof, and to enter the Leased Premises for any and all such purposes. City also reserves DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 the right to grant franchises, easements, rights of-way and permits in, over, upon, through, across, under and along any and all portions of the Leased Premises. No right reserved by City in this clause shall be so exercised as to interfere unreasonably with Tenant's operations hereunder, and the rights granted to third parties by reason of this clause shall contain provisions that the surface of the land shall be restored as nearly as practicable to its condition prior to the construction upon completion of any construction. 3.TERM. 3.1 Term. The original term of this Agreement shall be for five (5) years, commencing at 12:00 a.m. on 1st day of August, 2023 (the “Commencement Date”) and ending at 11:59 p.m. on 31st day of July, 2028 (“Original Term”), unless sooner terminated in accordance with this Agreement. 3.2 Possession. The Tenant is granted full and complete access to the Leased Premises as of the Commencement Date of this Agreement and, so long as Tenant is not in default hereunder, the right to its possession for the duration of this Agreement. 3.3 Expiration or Termination of Term. Tenant shall, at the expiration of the term of this Agreement, or upon its earlier termination, return the Leased Premises in conformance with Section 15. (a) Tenant shall allow City to inspect the Leased Premises and complete a walk-through to verify the condition of the Leased Premises. 4.RENTS, FEES, AND OTHER CHARGES. 4.1 Monthly Rent. The monthly rental for the use and occupancy of the Leased Premises for the Original Term shall be Three Thousand Eight Hundred dollars ($3,800.00) per month. 4.2 Intentionally Omitted. 4.3 Intentionally Omitted 4.4 Term Extension. During the fourth year of the Original Term of this Agreement, but no later than One Hundred Twenty (120) days prior to the expiration of the Original Term, Tenant may request to extend this Agreement for an additional term of five (5) years (“Extension Term”). If requested by Tenant, the Executive Director of Aviation (“Director”) will evaluate this request for compatibility with the current Airport Master Plan in order to ensure consistency with applicable land use and rate-making regulations, plans and/or goals. If the request for the Extension Term is determined to be consistent with the current Airport Master Plan, the annual rent may be increased to fair market value based on the findings of any rent study or appraisal carried out by City or its agents. City shall notify the Tenant no later than sixty (60) days prior to the termination of the Agreement of the new monthly rate and the preparation of a mutually agreeable amendment to the Agreement. City may require that modifications or improvements be made to the Leased Premises in order to achieve airport safety, security, or regulatory objectives. This Section does not create an automatic extension option nor does it obligate the DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 City to extend the Agreement if the Term Extension is not consistent with the then applicable Airport Master Plan. 4.5 Payments. Payment of rents, fees, and other charges shall be made promptly without notice or demand, in legal tender of the United States of America. (a) Payment of rent shall be made by Tenant to City monthly in advance on or before the first (1st) day of each month. The rent for any partial month shall be prorated. (b) Payment of fees and other charges shall be made by Tenant to City monthly on or before the fifteenth (15th) day of each month for the previous month. (c) Payments of rents, fees, and other charges shall be made by check or money order, payable to City. Payments shall be delivered or mailed to City of Palm Springs 3400 E Tahquitz Canyon Way Palm Springs, CA 92262, attention: Accounts Receivable or to such other location as may be directed in writing by City. Payments shall be made without any abatement, deductions, reductions, offsets, or counterclaims of any kind. Any portion of rent not received on or before fifteen (15) days past the due date, shall be deemed a material default of the terms of this Agreement and a breach. (d) If any check is returned by the bank for any reason, Tenant shall pay a fifty dollar ($50.00) returned check charge, in addition to applicable late fees, until cash, draft or other acceptable form of payment (as specified by the City) is received by the City. In the event of a returned check, the City may demand that payment of the returned check and/or all future payments be made by certified check, cashier’s check, money order or cash. 4.6 Late Charges. A late charge equal to ten percent (10%) per month on the unpaid balance for each month the rent is late shall be automatically added to any fees or other charges not received by City by the close of business ten (10) calendar days after due and owing. Rent not received on or before fifteen (15) days past the due date shall be deemed a default of this Agreement. In addition to late charges, City shall be entitled to interest at the State of California judgment rate plus all costs and expenses incurred by City to collect (or attempt to collect) amounts past due, including without limitation, attorney and court fees, costs, and expenses. 5.USE OF THE LEASED PREMISES AND CONDUCT OF TENANT. 5.1 Use of the Leased Premises. (a) Tenant hereby acknowledges that the principal use of the Airport consists of the operation of a public airport and that all other operations and businesses which are now or hereafter permitted by City, including the use hereunder, must be at all times be compatible with such principal use, as City shall, in its sole discretion, determine. (b) The primary use of the Leased Premises permitted under this Agreement shall be for aircraft parking and uses related to and in support of the operation of the Palm Springs Air Museum. Tenant shall, continuously and uninterruptedly during the term of this Agreement, conduct its activity, as permitted herein, upon the Leased Premises unless prevented DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 from so doing by strikes, fire, casualty or other causes beyond Tenant's control, except during reasonable periods for repairing, cleaning and decorating the Leased Premises. (c) Tenant shall, at Tenant's own cost and expense, obtain and maintain all licenses, permits, certificates or other authorizations of any governmental authority having jurisdiction thereover, including, but not limited to, the FAA, which may be necessary for the conduct in the Leased Premises of its business operations and activities. Without limiting the generality of the foregoing, Tenant shall comply with all applicable laws, resolutions, codes, rules, orders, directions, ordinances and regulations of any department, bureau or agency or any governmental authority having jurisdiction over the operations, occupancy, maintenance and use of the Leased Premises for the purpose demised hereunder, except for those requiring major alterations to the Leased Premises as distinguished from those relating to furniture, fixtures or equipment of Tenant therein. Tenant shall indemnify and save City harmless from and against any claims, penalties, losses, damages or expenses imposed by reason of Tenant's violation of any applicable law or the rules and regulations of governmental authorities having jurisdiction thereof. (d) Tenant acknowledges City is entering into this Agreement in its proprietary capacity and not in its regulatory or governmental capacity. Nothing in this Agreement shall be construed as restraining, impairing or restricting the City in its regulatory or governmental capacity (referred to herein when acting in such capacity as “City”), or granting any rights upon Tenant with respect to the use, occupancy, development, or operation of the Leased Premises in a manner inconsistent with any laws or applicable requirements. (e) Nothing in the approval of this Agreement by the City shall be binding on the City Council, Planning Commission, or any other commission, committee, board or body of the City regarding any approvals of the proposed developments required by such bodies regarding Tenant’s use of the Leased Premises. Nothing in this Agreement, nor any action by Tenant with reference to this Agreement or any related documents shall be deemed to constitute issuance or waiver of any required City approval regarding the Leased Premises, or waiver or exercise of any legislative discretion of the City regarding any application, approval or other matter relating to Tenant’s intended use of the Leased Premises. (f) The City’s approval of this Agreement does not constitute approval by the City of any proposed development on the Leased Premises or of other activity on the Leased Premises that would have a direct or reasonably foreseeable indirect environmental impact pursuant to the California Environmental Quality Act, Public Resources Code Section 21000 et seq. (“CEQA”). (See 14 C.C.R. §§ 15060(c); 15378(b).) Moreover, Tenant’s future use or development of the Leased Premises is expressly conditioned on CEQA compliance. City shall conduct environmental review in accordance with CEQA prior to taking any discretionary action with regard to any proposed development or use of the Leased Premises by Tenant. Nothing in this Agreement shall be construed to limit the City’s discretion to consider and adopt any mitigation measure or project alternative, including the alternative of rejecting Tenant’s applications for any proposed development or use of the Leased Premises by Tenant, as provided in Public Resources Code Section 21002. Following completion of the City’s environmental review of any proposed development or use of the Leased Premises by Tenant, the City shall file a notice of such approval as provided in Public Resources Code Section 21152. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 (g) Notwithstanding any other remedies of City hereunder, in the event of a breach of this Section 5.1, Tenant, upon receipt of written notice from City of said breach, shall cure said specified breach within thirty (30) days. If cure is not performed within thirty (30) days, City, at its option, may terminate this Agreement upon thirty (30) days' written notice. However, if Tenant has undertaken steps to cure within thirty (30) days, then City shall not terminate this Agreement unless Tenant fails to diligently complete said cure. In such event, City may terminate this Agreement upon thirty (30) days written notice. Notwithstanding the foregoing, if at any time Tenant's breach has a material adverse effect on the operations of the Airport or creates an emergency situation that, in City's reasonable estimation, presents a risk to public health or safety, Tenant shall immediately commence to cure such breach. 5.2 Restrictions on Use. (a) Tenant shall not use or permit the use of the Leased Premises for any purpose other than that set forth in Section 3.1 above, and Tenant shall comply promptly with all applicable laws, rules and regulations regarding the use of the Leased Premises, including, but not limited to all rules and regulations promulgated by the FAA. (b) Tenant shall not use or permit the use of the Leased Premises in any manner that will (A) tend to create or permit any waste or nuisance, (B) tend to disturb other tenants or users of the Airport, (C) invalidate or cause cancellation or be in conflict with fire or other hazard insurance policies covering the Airport, or (D) increase the rate of fire insurance for the Airport or of property located therein, over that rate in effect on the Commencement Date hereof. Tenant, at its expense, shall comply with all rules, orders, regulations or requirements of the State and City Fire Code. 5.3 Airport Use. In connection with the ownership and use of the Airport by City, Tenant hereby agrees as follows: (a) City reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or views of Tenant, and without interference or hindrance. If the foregoing development or improvement shall have a material adverse effect on Tenant's use of the Leased Premises, the Parties hereto shall meet and confer prior to the commencement of such development or improvement. (b) City reserves the right, but shall not be obligated to Tenant, to maintain and keep in repair the landing area of the Airport and all publicly-owned facilities of the Airport to standards established by City in City’s sole discretion, together with the right to direct and control all activities of Tenant in this regard. (c) This Agreement shall be subordinate to the provisions and requirements of any existing or future agreement between City and agencies of the United States relative to the development, operation or maintenance of the Airport. (d) In the event any future structure or building is planned for the Leased Premises or in the event of any planned modification or alteration of any present or future building or structure situated on the Leased Premises, Tenant shall comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 (e) It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of any exclusive right within the meaning of Section 308(a) of the Federal Aviation Act of 1958 (49 U.S.C. Section 1349). (f) There is hereby reserved to City, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Leased Premises. This public right of flight shall include the right to cause within the said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at, taking off from or operating on the Airport. (g) Tenant, by accepting this Agreement, expressly agrees for itself, its successors and assigns that it will not permit any natural growth or other obstruction on the land leased hereunder above a height as determined by the application of the requirements of Part 77 of the Federal Aviation Regulations. In the event the aforesaid covenants are breached, City reserves the right to remove the offending structure or object, all of which shall be at the expense of Tenant. (h) Tenant shall not make use of the Leased Premises in any manner which might interfere with the landing and taking off of aircraft from the Airport, or which might otherwise constitute a hazard. In the event the aforesaid covenant is breached, City reserves the right to enter upon the Leased Premises and cause the abatement of such interference, at the expense of Tenant. (i) This Agreement and all the 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 said Airport, or the exclusive or nonexclusive use of the Airport, by the United States during the time of war or national emergency or otherwise. (j) Tenant shall conform to the Airport Rules and Regulations and FAA safety and security rules and regulations regarding use of the Airport operations area including runways, taxiways, aircraft aprons by vehicles, employees, customers, visitors, etc. in order to prevent security breaches and avoid aircraft incursions and vehicle/pedestrian deviations; will complete and pass an airfield safe driving instruction program when offered or required by the Airport, and will be subject to penalties as prescribed by the Airport for violations of the Airport safety and security requirements. 5.4 Airport Security. Tenant is responsible for maintaining security in and around the Leased Premises or any other area adjacent to or upon the Airport which Tenant has an exclusive right to use or which Tenant otherwise controls. Tenant is further responsible for maintaining security with respect to access to and entry upon Airport operations areas, or other areas of the Airport designated by City from time to time as security areas, by employees, subtenants, contractors, invitees or customers of Tenant or any other person who enters the Airport operations areas at Tenant’s invitation, direction, or authority, whether through or from the Leased Premises or otherwise. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 5.5 Hazardous Materials. (a) Restrictions. City acknowledges receipt and consents to Tenant's list of the current hazardous materials or toxic substances, as more particularly described on Exhibit "B", which are necessary or useful to Tenant's business and which are used, kept and stored in a manner that complies with all laws relating to such hazardous materials or toxic substances so brought upon or used or kept in or about the Leased Premises or the Airport. Notwithstanding the foregoing, Tenant shall not cause or permit any hazardous materials or toxic substances which are not included on the foregoing approved list to be brought upon, kept or used in or about the Leased Premises or the Airport by Tenant, its agents, employees, contractors or invitees, without the prior written consent of City. City's consent shall not be unreasonably withheld so long as Tenant demonstrates to City's reasonable satisfaction and covenants to City that such hazardous materials or toxic substances are necessary or useful to Tenant's business and will be used, kept and stored in a manner that complies with all laws relating to any such hazardous materials or toxic substances so brought upon or used or kept in or about the Leased Premises or the Airport. If Tenant breaches the obligations stated in the preceding sentence, or if the presence of hazardous materials or toxic substances on the Leased Premises or the Airport caused or permitted by Tenant results in contamination of the Leased Premises or the Airport, or if contamination of the Leased Premises or the Airport by hazardous materials or toxic substances otherwise occurs for which Tenant is legally liable to City for damage resulting therefrom, then Tenant shall indemnify, defend and hold City harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Leased Premises or the Airport, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Leased Premises or the Airport, damages arising from any adverse impact on marketing of space in the Airport, and sums paid in settlement of claims, actual attorneys' fees, consultant fees and expert fees), which arise during or after the term of the Agreement as a result of such contamination. This indemnification of City by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions, including regular inspections, or any clean up, remedial, removal or restoration work required or recommended by any federal, state or local governmental agency or political subdivision because of hazardous materials or toxic substances present in the soil or ground water on or under the Leased Premises and/or the Airport. The indemnity, defense and hold harmless obligations of Tenant hereunder shall survive any termination of this Agreement. Without limiting the foregoing, if the presence of any hazardous materials or toxic substances on the Leased Premises or the Airport caused or permitted by Tenant results in any contamination of the Leased Premises or the Airport, Tenant shall promptly take all actions at its sole expense as are necessary to return the Leased Premises and the Airport to the condition existing prior to the introduction of any such hazardous materials or toxic substances; provided that, City's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions, in City's sole and absolute discretion, would not potentially have any material adverse long-term or short-term effect on the Leased Premises or the Airport. (b) Testing Wells. City shall have the right, at any time, to cause testing wells to be installed on or about the Leased Premises and/or the Airport, in a manner that will not unreasonably interfere with the Tenant's use of the Leased Premises, and may, at its option, cause the ground water, soil and air to be tested to detect the presence of hazardous materials or toxic substances at least once every twelve (12) months during the term of the Agreement by the DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 use of such tests as are then customarily used for such purposes. City shall provide Tenant with thirty (30) days prior written notice if it determines such testing wells are to be installed in order to minimize disruption to Tenant's business operations. If Tenant so requests, City shall supply Tenant with copies of such test results. City shall bear the cost of such tests and of the maintenance, repair and replacement of such wells, unless such test indicates that the presence of hazardous materials or toxic substances are the result of Tenant's operations on the Leased Premises. In that event, the cost of such tests and of the maintenance, repair and replacement of such wells shall be fully paid for by Tenant within ten (10) days after receiving a statement of charges from City. (c) Access. City and City's agents shall have the right to inspect the Premises for the purposes of ascertaining Tenant's compliance with this Agreement, Airport Minimum Standards and Airport Rules and Regulations with notice at least five (5) days in advance of any inspection. The cost of such inspections shall be paid by City, unless such inspection reveals the presence of hazardous materials or toxic substances are the result of Tenant's operations on the Premises. In the event of a release, spill or mishandling of hazardous materials or toxic substances, Tenant shall immediately inform City verbally and in writing. Such notice shall identify the hazardous materials or toxic substances involved and the emergency procedures taken. (d) Assignment and Subletting. It shall not be unreasonable for City to withhold its consent to any proposed assignment or sublease if: (A) the proposed assignee's or subtenant's anticipated use of the Leased Premises or the Airport involves the generation, storage, use, treatment or disposal of hazardous materials or toxic substances; (B) the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to take remedial action in connection with hazardous materials or toxic substances contaminating a property if the contamination resulted from such assignee's or subtenant's actions or use of the property in question; or (C) the proposed assignee or subtenant is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of any hazardous materials or toxic substances. (e) Definitions. As used herein, the terms "hazardous materials and/or toxic substances" mean (A) any hazardous or toxic substance, material or waste which is or becomes regulated by any local, state or federal government or special district, (B) designated as a "hazardous substance" pursuant to Section 1311 of the Federal Water Pollution Control Act (33 USC Section 1317), (C) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 USC Section 6901, et seq. (42 USC Section 6903), (D) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC Section 9601, et seq. (42 USC Section 9601), (E) defined as a "hazardous waste" or as a "hazardous substance" pursuant to Section 25117 or 25316 of the California Health and Safety Code, (F) substances defined as “hazardous materials” in the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101 et seq., (G) any infectious wastes or substances, or (H) petroleum and any by-products thereof. References herein to specific statutes or laws shall also be references to any amendments of or applicable successor statutes or laws. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 (f) Delivery of Inventory and Plans. During the term of the Agreement, Tenant shall immediately deliver to City (A) a new list of all such hazardous materials and toxic substances, each time Tenant adds or changes the materials or substances it may use and each time a material or substance used by Tenant becomes included within the definition of hazardous materials or toxic substances under this Agreement (due to new or revised laws or otherwise), and (B) copies of all reports required by any and all regulatory agencies governing the use, handling, storage and disposal of hazardous materials or toxic substances. Tenant shall obtain City’s written consent prior to the use or storage of any such added or changed materials or substances. (g) Insurance. Any increase in the premium for insurance carried by City or required of Tenant under this Agreement on the Leased Premises or the Airport which arises from Tenant's use and/or storage of these materials shall be solely at Tenant's expense. Tenant shall procure and maintain at its sole expense such additional insurance as may be necessary to comply with any requirement of any federal, state or local governmental agency or special district with jurisdiction. (h) Storage. It is the intent of the parties hereto that the provisions of this Section 5.5 regarding the use and handling of hazardous materials and toxic substances shall also apply to Tenant's storage upon the Leased Premises of any substances, including, but not limited to, gasoline and diesel fuels, in above or below-ground storage tanks. 6.OPERATING EXPENSES. 6.1 Taxes and Assessments. Tenant shall pay without abatement, deduction or offset all real and personal property taxes, general and special assessments, and other charges of every description levied on or assessed against the Leased Premises, improvements located on the Leased Premises, personal property located on or in the land or improvements, the leasehold estate, or any subleasehold estate, to the full extent of installments falling due during the term, whether belonging to or chargeable against City or Tenant. Tenant shall make all such payments directly to the charging authority at least fifteen (15) days before delinquency and before any fine, interest or penalty shall become due or be imposed by operation of law for nonpayment. If, however, the law permits the payment of any or all of the above items in installments (whether or not interest accrues on the unpaid balance), Tenant may, at Tenant's election, utilize the permitted installment method, but shall pay each installment with any interest before delinquency. Tenant shall pay any charge or levy only upon the rent payable by the Tenant under this Agreement to City, and any tax in lieu of property tax, but shall not be required to pay any franchise, state inheritance, succession, capital levy or transfer tax of the City, or any income, excess profits or revenue tax, or any other tax, assessments or charge attributable to City. In addition, City shall be solely responsible for any income taxes assessed against City arising out of its operation of the Airport or related to the rents received from Tenant. If at any time during the term of this Agreement any tax, however described, is levied or assessed against City as a substitute, in whole or in part, for any real property taxes, or in addition to such real property taxes, Tenant shall pay before delinquency the substitute or additional tax or excise. Such substitutes include, but are not limited to, any possessory interest tax imposed on Tenant by California Revenue and Taxation Code Sections 103 and 107. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 Tenant recognizes and understands that this Agreement may create a possessory interest subject to property taxes pursuant to Revenue & Taxation Code Section 107.6 and that, if a possessory interest is created, Tenant shall, in accordance with this Section 5, be responsible for payment of property taxes levied against such possessory interest. Any documentary transfer tax assessed upon the creation of a leasehold interest in the Premises under this Agreement shall be paid by Tenant. Tenant hereby expressly acknowledges that City has given Tenant notice that Tenant's possessory interest in the demised premises may be taxed. Tenant’s initials (a) Proof of Compliance. Tenant shall furnish to City at least fifteen (15) days before the date when any tax, assessment or charge would become delinquent, receipts or other appropriate evidence establishing their payment. Tenant may comply with this requirement by retaining a tax service to notify City when the taxes have been paid. (b) Proration. Taxes and assessments determined from the latest information available for the first and, if Tenant is not in default under this Agreement, the last year of this Agreement shall be prorated between the City and Tenant on the basis of a three hundred sixty- five (365) day year for any fractional portion of a tax fiscal year commencing July 1st and ending June 30th included within the term of this Agreement. (c) Payment by City. In the event Tenant fails to pay such taxes or assessments, City may, at its option, after giving fifteen (15) days' notice to Tenant, pay any such taxes or assessments together with all penalties and interest which may have been added thereto by reason of any such delinquency or failure to pay, and may likewise redeem the Leased Premises or any part thereof, or the buildings or improvements located thereon, from any tax sale or sales. Any such amounts so paid by City shall become immediately due and payable as additional rent by Tenant to City, together with interest thereon at the maximum lawful rate from the date of payment by City until paid by Tenant. Any such payment shall not be deemed to be a waiver of any other rights of City hereunder. Tenant may, in good faith, contest any such tax or assessment at its expense. However, Tenant shall defend itself and City against the same and shall pay and satisfy any judgment including all penalties and interest that may be rendered thereon. City may require Tenant to furnish City a surety bond or other security reasonably satisfactory to City in an amount equal to such contested tax or assessment, indemnifying City against liability for such tax or assessment and holding the Leased Premises free from the effect of such tax or assessment. City shall cooperate with Tenant in any such contest and shall execute any necessary legal documents incident thereto, but shall be held harmless by Tenant against all costs or expenses incident to such cooperation. 7.UTILITIES AND SERVICES. 7.1 Utilities. During the term of this Agreement, Tenant agrees to pay all charges and expenses in connection with utility services furnished to the Leased Premises and to protect City and the Leased Premises from all such charges and expenses. If any utilities are not separately DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 metered for the Leased Premises, Tenant will arrange for separate meters at Tenant's expense and Tenant shall contract directly with utility providers. If separate meters are not possible, Tenant shall reimburse City for Tenant's pro rata share, as reasonably determined by City, of all shared utilities within ten (10) days after billing by City. 7.2 Tenant acknowledges that City has no obligation to provide utilities except those already furnished as of the date of this Agreement to the Premises or additional utilities. City shall not be liable to Tenant under any circumstances for damages or loss to Tenant's property, injury to person or property, or consequential damages, however occurring, through, in connection with, or incidental to failure to furnish or interruption of any utilities or services. 7.3 Tenant shall comply with all rules and regulations which City, any governmental agencies or authorities, or any utility company may establish for the use, proper functioning and protection of any such utility. 8.REPAIRS AND MAINTENANCE. 8.1 Tenant's Obligations to Maintain and Repair. Tenant shall maintain, or cause to be maintained, the Leased Premises and every part thereof in good order, condition and repair according to standards determined by City (whether or not such part of the Leased Premises requiring repair, or the means of repairing the same, are reasonably or readily accessible to Tenant, and whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of such part of the Leased Premises), including, without limiting the generality of the foregoing, (A) all buildings, structures or fixtures, including foundations, roofs, ceilings, floors, interior and exterior walls, (B) store fronts, windows, doors, hangar doors, plate glass, showcases, skylights, entrances and vestibules located within the Leased Premises, (C) automobile and aircraft pavement, driveways, landscaping, parking lots, fences and signs, and (D) all sprinkler systems, plumbing, sewers, drainage devices, heating, air conditioning, electrical facilities, equipment and other utilities or facilities serving the Leased Premises. Tenant shall commence any repair within thirty (30) days after the receipt by Tenant of written notice of the need for such repair, including any notice from City. City shall not be liable to Tenant by reason of any injury to or interference with Tenant's business arising from or connected with the need for or the making of any repairs, alterations or improvements. All repairs, modifications or improvements to the Leased Premises shall be performed in accordance with the building standards of the City, and it shall be the responsibility of Tenant to secure appropriate permits from the City. Tenant shall keep the exterior of the improvements on the Leased Premises in a reasonably neat and attractive condition, free from waste or debris, and replace any trees, shrubs, plants, and ground cover as may be needed. Tenant shall screen and landscape all outside storage areas and service yards of the Leased Premises with fencing and landscaping approved by City, and shall not allow any temporary structures or facilities on the Leased Premises, without City's reasonable approval. 8.2 City's Remedies. In the event Tenant fails to perform its obligations under Section 8.1, City may, pursuant to Section 14.4 of this Agreement, after thirty (30) days' written notice to Tenant to cure such failure, enter upon the Leased Premises and put the same in good order, condition and repair, DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 8.3 No City Obligations. City shall have no obligation to make any repairs to the Leased Premises other than as expressly and specifically set forth in this Agreement. Tenant hereby waives any and all rights provided in Sections 1941 through 1942, inclusive, of the Civil Code of California and hereby waives, to the extent permissible, any rights other than statutes or laws now or hereafter in effect which are contrary to the obligations of Tenant under this Agreement, or which place obligations upon City in addition to those provided in this Agreement. 8.4 City's Reservations of Rights. During the term of this Agreement, City reserves the right, in its sole discretion, to reconstruct, alter or improve the aircraft pavement areas of the Leased Premises, to such standards as it shall determine; provided, however, if such reconstruction, alteration or improvement to the aircraft pavement areas would result in a material adverse effect on Tenant's use of the Leased Premises, the parties hereto shall meet and confer prior to the commencement of such reconstruction, alteration or improvement. Tenant hereby acknowledges that City has no obligation to make such alterations or improvements. 8.5 Indemnity. Tenant shall indemnify and save harmless City against all actions, claims and damages by reason of (A) Tenant's failure to perform the terms of this Section 8, or (B) Tenant's nonobservance or nonperformance of any law, ordinance or regulation applicable to the Leased Premises, and any liability or duty to repair imposed by the laws of California. 9.PLANS AND SPECIFICATIONS; CONSTRUCTION; LIENS AND CLAIMS. 9.1 Approval of Plans. No improvement shall be erected, placed, altered or maintained on the Leased Premises unless plans and specifications have been approved in writing by City, at City’s sole discretion. Prior to commencing construction of any building, structure or improvement (not including the internal layout) on the Leased Premises, Tenant shall notify City of the date of commencement and expected completion thereof and shall submit for approval plans and specifications in accordance with applicable rules and regulations of the City. Notwithstanding the foregoing, City acknowledges that City has approved plans for Tenant to grade and place road base material on the Leased Premises (the “Road Base Work”). 9.2 Time for Approval. Tenant shall notify City in writing when completed plans and specifications for improvements to be erected, placed or altered on the Premises have been submitted to City ("Notice"). Such plans and specifications shall be processed in accordance with the normal procedures of the City. If City does not approve the plans and specifications, it shall notify Tenant of the reasons for its disapproval, and failure to so notify Tenant shall be deemed approval of the plans and specifications. By approving the plans and specifications, City does not represent or warrant that such plans and specifications comply with applicable law. Tenant shall be responsible, at Tenant's sole cost and expense, for securing all necessary governmental or quasi-governmental approvals of the plans and specifications and for securing all permits necessary to construct and operate any improvements or Approved Improvements. 9.3 Intentionally Omitted. 9.4 Commencement of Construction. Once Tenant has commenced construction, Tenant shall pursue the same with reasonable speed and dispatch in compliance with the DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 approved plans and specifications. All construction shall be in accord with all applicable laws, ordinances and regulations. Tenant's construction shall not interfere with City's operation of the Airport, and Tenant shall comply with all directives of City related thereto. If Tenant is prevented from completing improvements on account of strikes, lockouts, failure of contractor or subcontractors, inability to procure material or labor in the free market, governmental restrictions, fire, earthquake, the elements, or other casualty or similar extraordinary conditions beyond Tenant's reasonable control (excluding financial difficulties, economic conditions or inability to obtain governmental approvals), then the Tenant shall thereafter proceed with all reasonable speed and dispatch to complete the improvements. 9.5 Liabilities. By approving plans and specifications, City assumes no liability therefor, or for any defect resulting from the plans and specifications. Tenant indemnifies and shall hold City harmless from any damage, loss or prejudice claimed, and from all expenses incurred arising out of approvals of plans and specifications or any improvement on the Premises. Tenant hereby assigns to City all warranties and guarantees of all material suppliers, contractors and subcontractors furnishing material or labor or otherwise relating to any improvements or Approved Improvements. 9.6 Approved Buildings and Improvements. All of the improvements shown in the approved plans and specifications constitute the "Approved Improvements." Substantial modifications to Approved Improvements shall be made only with prior written approval of City, except that City's prior written approval shall not be required for changes to the interior of any building on the Leased Premises. Notwithstanding the foregoing, nothing in this Section 9.6 shall limit, alter, or waive the building and permit requirements of the City. 9.7 Notice of Work. Before commencement of any construction, alteration, addition, replacement or restoration of any building, structure or other improvement (excluding the Road Base Work), Tenant shall (A) give to City written notice of the work to be performed, specifying the nature and location of the intended work and the expected date of commencement and completion thereof; and (B) provide City with written plans and specifications therefor, and shall have obtained the written approval thereof from the City as required above. City reserves the right at any time and from time to time to post and maintain on the Leased Premises such notices as may be necessary to protect City against liability for all such liens and claims. 9.8 Covenant Against Liens and Claims. Tenant shall not allow or permit to be enforced against the Leased Premises or any part thereof, any mechanic's, materialmen's, contractor's or subcontractor's liens arising from any claim growing out of work of any construction, repair, restoration, replacement or improvement, or any other claim or demand no matter how the same may arise. Tenant shall pay or cause to be paid all of said liens, claims or demands before any lawsuit is brought to enforce them against the Leased Premises. Tenant agrees to indemnify and hold the City and the Leased Premises free and harmless from all liability for any and all such liens, claims and demands, together with reasonable attorneys' fees and all costs and expenses incurred by City in connection therewith. 9.9 Tenant's Right to Contest Liens. Notwithstanding anything to the contrary set forth above, if Tenant shall in good faith contest the validity of any such lien, claim or demand, then Tenant shall, at its expense, defend itself and City against the same and shall pay and satisfy DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 any adverse judgment that may be rendered thereon before the enforcement thereof against City or the Leased Premises. A condition to Tenant's right to contest the validity of any lien, claim or demand shall be that if City shall require, Tenant shall furnish to City evidence of a surety bond satisfactory to City in an amount at least equal to the contested lien, claim or demand, the effect of which is to indemnify City against liability for the same, and to hold the Leased Premises free from the effect of such lien or claim. 9.10 City Paying Claims. In the event Tenant shall fail to pay and discharge or cause to be paid and discharged, when due and payable, any tax, assessment or other charge upon or in connection with the Leased Premises, or any lien or claim for labor or material employed or used or any claim for damages arising out of the construction, repair, restoration, replacement, maintenance and use of the Leased Premises and any improvements thereon, or any judgment on any contested lien or claim, or any insurance premium or expense in connection with the Leased Premises and improvements, or any other claim, charge or demand which Tenant has agreed to pay or cause to be paid under the terms of this Agreement, and if Tenant, after thirty (30) days' written notice from City to do so shall fail to pay and discharge the same, or in the event Tenant contests such tax, assessment, claim or charge and fails to post security as provided elsewhere in this Agreement, then City may, at his option, pay any such tax, assessment, insurance expense, lien, claim, charge or demand, or settle or discharge any action therefor, or judgment thereon, and all costs, expenses and other sums incurred or paid by City in connection with any of the foregoing shall be paid by Tenant to City upon demand, together with ten percent (10%) interest thereon from the date incurred or paid. Any default in such repayment by Tenant shall constitute a breach of the covenants and conditions of this Agreement. 9.11 Prevailing Wage. Tenant acknowledges that any improvements, alterations or repairs on the Leased Premises, may be subject to the payment of prevailing wage under the provisions of the California Labor Code. To the extent any such improvements, alterations, or repairs are subject to prevailing wage requirements, the following shall apply: (a) Tenant shall and shall cause its contractors and subcontractors to: pay prevailing wages in the construction of any improvements, or alterations on the Leased Premises, or any other work as those wages are determined pursuant to Labor Code Sections 1720 et seq.; to employ apprentices as required by Labor Code Sections 1777.5 et seq.; and comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the Department of Industrial Relations (the “DIR”) for all such Labor Code sections. (b) Tenant shall indemnify, hold harmless and defend (with counsel selected by the City), to the extent permitted by applicable law, City, its councilmembers, commissioners, officials, employees and agents, against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Tenant, or its contractors or subcontractors) to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., to hire apprentices in accordance with Labor Code Sections 1777.5 et seq., or to comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the DIR in connection with the work performed pursuant to this Agreement. The provisions of this Section shall survive expiration or earlier termination of this Agreement. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 10.REPAIR AND RESTORATION. 10.1 If during the term of this Agreement any building or improvement on the Leased Premises or any part thereof shall be damaged or destroyed by fire or other casualty, Tenant shall, at its sole cost and expense, repair or restore the same according to the original plans thereof or to such modified plans as shall be previously approved in writing by City pursuant to Section 8. If such damage or destruction occurs during the last eighteen (18) months of the Agreement term Tenant shall have no duty to repair or restore, and if Tenant elects not to repair or restore, this Agreement shall terminate and City shall receive all insurance proceeds that are attributable to those improvements that would become the property of the City pursuant to Section 15. Such work of repair or restoration shall be commenced within one hundred twenty (120) days after the damage or loss occurs and shall be completed with diligence but not longer than one (1) year after such work is commenced, provided, however, that the time for completion of such repair and restoration shall be extended as appropriate. If insurance proceeds provided for above shall be insufficient for the purpose of such restoration and repair, or if the casualty is one not required to be insured against, then Tenant shall make up the deficiency out of its own funds. Tenant waives the provisions of Civil Code Sections 1932(2) and 1933(4) with respect to any destruction of the Leased Premises. 11.INDEMNITY. 11.1 City's Non-liability. City shall not be liable for any loss, damage or injury of any kind to any person or property arising from any use of the Leased Premises, or any part thereof, or caused by any defect in any building, structure or other improvement thereon or in any equipment or other facility therein, or caused by or arising from any act or omission of Tenant or any of its agents, employees, licensees or invitees, or by or from any accident on the Leased Premises or any fire or other casualty thereon, or occasioned by the failure of Tenant to maintain the Leased Premises and all improvements thereto in a safe condition, or arising from any other cause except where caused by the sole negligence or willful misconduct of City, its agents or employees. 11.2 Indemnification. To the fullest extent permitted by law, Tenant shall, at Tenant's sole expense and with counsel reasonably acceptable to City, defend, indemnify, and hold harmless City and City's officers, officials, employees and agents from and against all claims, (including demands, losses, actions, causes of action, damages, liabilities, expenses, charges, assessments, fines or penalties of any kind, and costs including consultant and expert fees, costs of investigation, court costs and attorney’s fees) from any cause, arising out of or relating (directly or indirectly) to this Agreement, the tenancy created under this Agreement, or the Premises, including without limitation: (a) The use or occupancy, or manner of use or occupancy, of the Leased Premises or buildings by Tenant; (b) Any act, error or omission, or negligence of Tenant or of any subtenant, invitee, guest, contractor or licensee or Tenant or any subtenant in, on, or about the Leased Premises; DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 (c) Tenant’s conducting or managing of its business; (d) Any alterations, activities, work, or things done, omitted, permitted, allowed, or suffered by Tenant in, at, or about the Leased Premises or buildings, including the violation of or failure to comply with any insurance requirements or any applicable laws, statues, ordinances, standards, rules, regulations, orders, decrees, or judgments in existence on the Commencement Date or enacted, promulgated, or issued after the date of this Agreement, and; (e) Any breach or default in performance of any obligation on Tenant’s part to be performed under this Agreement, whether before or during the term of this Agreement or after its expiration or earliest termination. 11.3 This indemnification extends to and includes, without limitation, claims for: (a) Injury to any persons (including death at any time resulting from that injury); (b) Loss of, injury or damage to, or destruction of property (including loss of use at any time resulting from that loss, injury, damage, or destruction); and (c) All economic losses and consequential or resulting damage of any kind. 11.4 Tenant’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all claims against City involving any of the indemnified matters are fully, finally, and absolutely barred by the applicable statutes of limitations. 12.INSURANCE. 12.1 Required Insurance Coverage. Prior to commencing any work or operations under this Agreement, Tenant at its sole cost and expense and for the Term of this Agreement, all extensions thereof, shall obtain and maintain or shall cause to be obtained and maintained insurance against claims for injuries to persons or damages to property which may arise from or in connection with the activities of Tenant and its agents, employees and contractors, meeting at least the minimum insurance requirements set forth in Exhibit “C”, attached hereto and incorporated herein by this reference, on terms and conditions and in amounts as required by City from time to time and with insurers acceptable to City. 12.2 Tenant shall provide City with certificates of insurance or copies of all policies and such endorsements as may be required by City. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager of the City of Palm Springs (“Risk Manager”). 13.DEFAULT. 13.1 Events of Default. The occurrence of any of the following shall constitute an event of default of this Agreement on the part of the Tenant: DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 (a) Tenant fails to make the payment of any installment of rent or other sum when due hereunder (“Monetary Default”) within fifteen (15) days from when due. (b) Failure to perform any obligation, agreement or covenant under this Agreement (“Non-Monetary Default”) and such failure continues for thirty (30) days after written notice of such failure, or if such Non-Monetary Default cannot be cured within thirty (30) days, Tenant has not commenced corrective action and prosecuted the same to completion with due diligence, or the Non-Monetary Default is of such a nature that it cannot be cured by any action of Tenant. (c) Failure to pay any insurance premium, lien, claim, demand, judgment or other charge provided for in this Agreement to be paid or caused to be paid by Tenant at the time and in the manner as provided for in this Agreement. (d) Abandonment or vacation of the Leased Premises for a continuous period in excess of thirty (30) days without payment of rent. Tenant waives any right to notice Tenant may have under Section 1951.3 of the Civil Code of the State of California, the terms of this Section 13.1 being deemed such notice to Tenant as required by said Section 1951.3. (e) Default by Tenant under the terms of any mortgage on the estate of Tenant (beyond any applicable notice and cure period). (f) The filing of any voluntary petition in bankruptcy by Tenant, or the filing of an involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a period of thirty (30) days. If under applicable law, the trustee in bankruptcy or Tenant has the right to affirm this Agreement and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Agreement and provide to City such adequate assurances as may be necessary to ensure City of the continued performance of Tenant's obligations under this Agreement. (g) The attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or Tenant's leasehold of the Leased Premises, if such attachment or other seizure remains undismissed or undischarged for a period of thirty (30) days after the levy thereof. (h) The admission by Tenant in writing of its inability to pay its debts as they become due; (i) A general assignment by Tenant for the benefit of creditors. 14.REMEDIES IN EVENT OF DEFAULT. 14.1 Termination. In the event of the occurrence of any event of default, City shall have the right to give a written termination notice to Tenant, and on the date specified in such notice, Tenant's right to possession shall terminate, and this Agreement shall terminate unless on or before such date all rent in arrears and all reasonable costs and expenses incurred by or on behalf of City hereunder shall have been paid by Tenant and all other events of default of this DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 Agreement by Tenant at the time existing shall have been fully remedied to the reasonable satisfaction of City. At any time after such termination, City may recover possession of the Leased Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the same, including any subtenant or subtenants notwithstanding City's consent to any sublease, by any lawful means, and again repossess and enjoy the Leased Premises without prejudice to any of the remedies that City may have under this Agreement, or at law or equity by any reason of Tenant's default or of such termination. City hereby reserves the right, but shall not have the obligation, to recognize the continued possession of any subtenant. The delivery or surrender to City by or on behalf of Tenant of keys, entry codes, or other means to bypass security at the Leased Premises shall not terminate this Agreement. 14.2 Continuation after Default. Even though an event of default may have occurred, this Agreement shall continue in effect for so long as City does not terminate Tenant's right to possession under Section 14.1 hereof. City shall have the remedy described in California Civil Code Section 1951.4 ("City may continue this Agreement in effect after Tenant's breach and abandonment and recover rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations"), or any successor code section. Accordingly, if City does not elect to terminate this Agreement on account of any event of default by Tenant, City may enforce all of City's rights and remedies under this Agreement, including the right to recover rent as it becomes due. Acts of maintenance, preservation or efforts to lease the Leased Premises or the appointment of a receiver under application of City to protect City's interest under this Agreement or other entry by City upon the Leased Premises shall not constitute an election to terminate Tenant's right to possession. 14.3 Damages After Default. Should City terminate this Agreement pursuant to the provisions of Section 14.1 hereof, City shall have the rights and remedies of a City provided by Section 1951.2 of the Civil Code of the State of California, or any successor code sections. Upon such termination, in addition to any other rights and remedies to which City may be entitled under applicable law or at equity, City shall be entitled to recover from Tenant: (1) the worth at the time of award of the unpaid rent and other amounts which had been earned at the time of termination, (2) the worth at the time of award of the amount by which the unpaid rent and other amounts that would have been earned after the date of termination until the time of award exceeds the amount of such rent loss that Tenant proves could have been reasonably avoided; (3) the worth at the time of award of the amount by which the unpaid rent and other amounts for the balance of the Term after the time of award exceeds the amount of such rent loss that the Tenant proves could be reasonably avoided; and (4) any other amount and court costs necessary to compensate City for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Agreement or which, in the ordinary course of things, would be likely to result therefrom. The "worth at the time of award" as used in (3) above shall be computed by discounting such amount at the Federal Discount Rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). If this Agreement provides for any periods during the Term during which Tenant is not required to pay rent or if Tenant otherwise receives a rent concession, then upon the occurrence of an event of default, Tenant shall owe to City the full amount of such rent or value of such rent concession, plus five percent (5%) interest, calculated from the date that such rent or rent concession would have been payable. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 14.4 City’s Option to Cure. Notwithstanding the foregoing, if Tenant fails to provide necessary repair and maintenance of the Premises and all improvements thereon, City shall have the right but not the obligation, after notice provided, and failure of Tenant to cure or commence and diligently pursue a cure to such default, to enter the Leased Premises and take all corrective action necessary in the sole judgment of City. Any such entry shall be at the sole risk and expense of Tenant. Tenant shall immediately, upon presentation of a statement therefor, reimburse City for all costs incurred by City in taking such corrective action with interest on said sums from the date of payment by City at the lower of: (A) the highest rate allowed by law; or (B) two points over the prime rate charged from time to time by the Bank of America, or if the Bank of America no longer exists, an equivalent institution. Nothing in this Section shall: (i) require City to take any corrective action on the Leased Premises; (ii) diminish the rights and remedies of City under this Agreement, whether or not City elects to take such corrective action; and (iii) cause a waiver by City of any of its rights and remedies under this Agreement. Any such reentry shall be allowed by Tenant without hindrance, and City shall not be liable in damages for any such reentry, or be guilty of trespass or forcible entry. 14.5 Remedies Cumulative. All of City’s rights, privileges and elections or remedies are cumulative and not alternative, to the extent permitted by law and except as otherwise provided herein. 14.6 Replacement of Statutory Notice Requirements. When this Agreement requires service of a notice, that notice shall replace rather than supplement any equivalent or similar statutory notice, including any notice required by California Code of Civil Procedure Section 1161 or any similar or successor statute. When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Agreement) in the manner required by this Section shall replace and satisfy the statutory service-of-notice procedures, including those required by California Code of Civil Procedure Section 1162 or any similar or successor statute. 15.SURRENDER OF LEASED PREMISES. 15.1 Upon expiration or termination of this Agreement, Tenant shall vacate and surrender possession of the Leased Premises to City. If Tenant fails to do so, City may immediately commence eviction proceedings in conformance with applicable law. 15.2 Reversion of Improvements. Unless otherwise stated herein, upon expiration or earlier termination of this Agreement, at City’s option, the ownership of improvements made to the Leased Premises shall transfer and become the property of City. If City elects not to claim such property, Tenant shall remove and/or demolish any and/or all improvements (as designated by City) and return the Leased Premises to its original condition and character, ordinary and reasonable wear and tear excepted. Notwithstanding anything herein to the contrary, Tenant shall have no obligation to remove the Base Road Work. 15.3 In the event that Tenant fails to return the Leased Premises in good condition, City may perform any work necessary to correct deficiencies at Tenant’s sole cost and expense. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 15.4 Tenant shall remove all personal property upon expiration and/or termination of this Agreement. If Tenant fails to do so, City may remove and dispose of all personal property at Tenant’s sole risk, cost, and expense and without any liability to City. 16.ASSIGNMENT AND SUBLETTING. 16.1 Restriction of Assignment. Except as provided in Section 20 of this Agreement entitled "Hypothecation of Leasehold Interest," Tenant shall not encumber, assign or otherwise transfer this Agreement, or any right or interest hereunder, or in or to any of the improvements constructed or installed on the Leased Premises, in whole or in part, without the prior written consent of City, which may be withheld in City’s sole discretion. If Tenant is a corporation or a partnership, any change in Tenant which would be a "change in ownership" pursuant to California Revenue and Taxation Code Sections 60 et seq. shall be deemed an assignment subject to City's consent. It shall not be unreasonable for City to withhold or condition its consent based on the prospective assignee's financial strength, credit history or any other factor which City reasonably believes germane to a tenant's ability and willingness to perform the obligations of this Agreement. No such assignment shall release Tenant of further liability under this Agreement unless express written approval is signed by City. 16.2 Restriction on Subleasing. Tenant may not sublease all or any portion of the Leased Premises or the improvements constructed or installed on the Leased Premises without the prior written consent of City, which may be withheld in City’s sole discretion. (a) Any such sublease shall provide: (A) such subleasing shall be subject to the terms of this Agreement; (B) such subleasing shall comply with all applicable statutes and regulations, including, without limitation, the California Subdivision Map Act and the provisions of Section 20 hereof; (C) all building improvements and alterations constructed on the Leased Premises shall have been approved by City pursuant to Section 22 of this Agreement; (D) Tenant shall remain liable under this Agreement; (E) subtenant shall not be permitted to further assign or sublet the Leased Premises to any person or entity, including the affiliated entities stated above; and (F) each sublease shall contain a provision satisfactory to City requiring the subtenant, if City shall so demand as provided below, to attorn to City if Tenant defaults under this Agreement, and if the subtenant is notified of Tenant's default and instructed to make subtenant's rental payments to City, but City shall have no obligation to recognize the subtenant or to allow any subtenant to remain in possession upon the default of Tenant. Tenant's failure to comply with any of the foregoing requirements shall render any such sublease void. 16.3 Effect of Failure to Comply. Except as provided above, no encumbrance, assignment or other transfer, whether voluntary, involuntary, by operation of law, under legal process, through a receivership, bankruptcy or otherwise, shall be valid or effective without the prior written consent and approval of City. Except as provided in Section 16.1 and 16.2, if Tenant attempts to make or allow to be made any subleasing, encumbrance, assignment or other transfer except in accordance with the provisions of this Section 16, then any of the foregoing events shall be deemed a breach of the conditions and restrictions of this Agreement, and upon such breach, City may, at its option, terminate this Agreement at once by written notice, and upon such termination this Agreement shall end and be of no further force. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 17.CITY’S RIGHT TO SELL ITS INTEREST. 17.1 City's Right to Sell. City shall have the right to sell all of its interest in the Leased Premises and any lease with respect thereto. If City chooses to exercise such right to sell, and whether such sale is to a public entity or non-public entity, City shall conduct the sale in accordance with the legal requirements imposed upon a municipality by law. 17.2 City's Release from Liability Upon Sale. In the event of any such sale by City, City shall be and is hereby entirely freed and relieved of all liability under all of its covenants and unaccrued obligations contained in or derived from this Agreement arising out of any act, occurrence or omission occurring after the consummation of such sale. 18.ESTOPPEL CERTIFICATES. 18.1 City and Tenant shall, respectively, at any time and from time to time upon not less than ten (10) days' prior written request by the other, deliver to the requesting party an executed and acknowledged statement in writing certifying: (a) That this Agreement is unmodified and in full force and effect (or if there has been any modification(s) thereof that the same is in full force and effect as modified, and stating the nature of the modification or modifications); (b) That to its knowledge the requesting party is not in default under this Agreement (or if any such default exists, the specific nature and extent thereof), (c) The date to which rent and other charges have been paid in advance, if any; and (d) Such other statements as City or Tenant reasonably requests. 18.2 Each certificate delivered pursuant to this Section may be relied on by any prospective purchaser or transferee of the Leased Premises or of City's or Tenant's interest hereunder or by any fee mortgagee of the Leased Premises or of City's or Tenant's interest hereunder or by any assignee of any such mortgagee. Tenant shall be liable to City for all damages suffered by City attributable to Tenant's failure to timely deliver an accurate estoppel, including loss or renegotiation of a sale, financing or bond financing. 19.SUBORDINATION FOR BENEFIT OF CITY. 19.1 If City desires this Agreement to be subordinated to any mortgage, deed of trust or other encumbrance ("Fee Mortgage") now or hereafter placed upon the Leased Premises by City, and all advances, whether obligatory or optional made on the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof, this Agreement, at City's election, shall be subordinate to any such Fee Mortgage provided City first obtains from the lender a written agreement that provides substantially as follows: As long as Tenant performs its obligations under this Agreement, no foreclosure of, deed given in lieu of foreclosure of, or sale under the encumbrance, and no steps or procedures taken under the encumbrance, shall affect Tenant's rights under this Agreement. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 20.HYPOTHECATION OF LEASEHOLD INTEREST. 20.1 Tenant is hereby given the right by City, in addition to any other rights herein granted, without City's prior written consent, to mortgage its interest in this Agreement, under one or more leasehold Mortgage(s) and assign its interest in this Agreement, as collateral security for such Mortgage(s) to secure any bona fide loan upon the condition that all rights acquired under such leasehold Mortgage(s) shall be subject to each and all of the covenants, conditions and restrictions set forth in this Agreement, and to all rights and interest of City herein, none of which covenants, conditions or restrictions is or shall be deemed waived by City by reason of the right given so to mortgage such interest in this Agreement, except as expressly provided herein. If Tenant shall mortgage this leasehold, and if the holder(s) of such Mortgage(s) shall, within thirty (30) days of execution, send to City a true copy thereof, together with written notice specifying the name and address of the Mortgagee(s) and the pertinent recording data with respect to such Mortgage(s), City agrees that (effective upon receipt of such notice) so long as any such leasehold Mortgage(s) shall remain unsatisfied of record or until written notice of satisfaction is given by the holder(s) to City, the following provisions shall apply: (a) Except for the natural expiration of the term of this Agreement, there shall be no cancellation, surrender or material modification of this Agreement by joint action of City and Tenant without the prior consent in writing of the leasehold Mortgagee(s); (b) City shall, upon serving Tenant with any notice of default, simultaneously serve a copy of such notice upon the holder(s) of record of such leasehold Mortgage(s). The leasehold Mortgagee(s) shall thereupon have sixty (60) days, after service on it of such a notice, either to cure such default or breach, if the same can be cured by the payment of money, or if such default or breach is not so curable or cannot be remedied within said sixty (60) day period, if such holder, within said period, shall (A) commence in good faith to cure such default or breach if curable and thereafter diligently prosecute the same to completion, or (B) institute proceedings for the foreclosure of such mortgage and thereafter diligently prosecute the same to completion; provided such holder keeps and performs all of the covenants and conditions of this Agreement herein provided to be kept and performed by Tenant, and capable of being performed by such holder, until such time as Tenant or such holder shall cure any defaults hereunder (if curable) or until the leasehold hereunder shall be either sold upon foreclosure pursuant to any such mortgage or shall be released from said mortgage or reconveyed thereunder. (c) The time periods set forth immediately above shall be extended for delays occasioned by the application of any law, rule, court order or court decree restraining or prohibiting such leasehold Mortgagee(s) from taking any such action. If such leasehold Mortgagee(s) undertakes to so cure any such default by Tenant in accordance with the terms and conditions set forth in this Section, City shall not terminate this Agreement. If the leasehold Mortgagee(s) has fully complied with the foregoing provisions of this Section but all such defaults of Tenant have not been cured by the time that Tenant's interest under this Agreement is sold by a judicial or nonjudicial foreclosure sale or by deed in lieu of foreclosure, the party who acquires such leasehold estate and interest through such foreclosure sale or deed in lieu of foreclosure shall not be in default hereunder by reason of such uncured defaults, provided such DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 party diligently prosecutes to completion the curing of all such defaults which are curable by such party. (d) Notwithstanding anything contained herein to the contrary, if City shall elect to terminate this Agreement by reason of any default of Tenant, the leasehold Mortgagee(s) shall have the right to postpone and extend the specified date for termination of this Agreement as fixed by City in its notice of termination, for a period of six (6) months, provided that such leasehold Mortgagee(s) shall cure or cause to be cured any then existing money defaults and meanwhile pay the rent and comply with and perform all of the other terms, conditions and provisions of this Agreement on Tenant's part to be complied with and performed, and capable of being performed by such holder, other than past nonmonetary defaults, and provided further that the leasehold Mortgagee(s) shall forthwith take steps to acquire or sell Tenant's interest in this Agreement by foreclosure of the Mortgage(s) or otherwise and shall prosecute the same to completion with all due diligence. If at the end of said six (6) month period the leasehold Mortgagee(s) shall be actively engaged in steps to acquire or sell Tenant's interest herein, the time of said Mortgagee(s) to comply with the provisions of this Section 19.3 shall be extended for such period as shall be reasonably necessary to complete such steps with reasonable diligence, but in no event shall such extension exceed an additional twelve (12) months. (e) City agrees that the name of the leasehold Mortgagee(s) may be added to the "Loss Payable Endorsement" of any and all insurance policies required to be carried by Tenant hereunder on condition that the insurance proceeds are to be applied in the manner specified in this Agreement and that the leasehold Mortgagee(s) or collateral document shall so provide. (f) Nothing contained herein shall require the leasehold Mortgagee(s) to cure any default of Tenant hereunder, but such failure to cure and proceed in accordance with this Section 20 shall leave City free to terminate this Agreement and to pursue all of its rights against Tenant. (g) Any act required to be performed by Tenant pursuant to the terms of this Agreement may be performed by any leasehold mortgagee on Tenant's behalf and the performance of such act shall be deemed to be performance by Tenant and shall be acceptable as Tenant's act by City. 21.CONDEMNATION. 21.1 If, during the term of this Agreement there is a taking, or transfer of, or damage to all or any part of the Leased Premises (Leased Premises as used herein shall include all appurtenant interests such as access rights) for a public use by any individual or entity, public or private, possessing the power of eminent domain, whether by condemnation proceedings or otherwise (hereinafter referred to as "appropriation"), the rights and obligations of City and Tenant with regard to such appropriation shall be governed by the provisions of this Section. 21.2 Date of Taking. The date of taking, as used in this Section, is defined as the earliest of the following dates: (A) the date legal possession is taken, which is defined as the date, if any is established, after which the condemnor may take possession of the property as DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 stated in an order authorizing the condemnor to take possession; (B) the date a final order of condemnation or final judgment is filed or recorded or the date a deed is recorded in the event of a voluntary sale; and (C) the date physical possession of the property is taken. 21.3 Total Taking. Total taking means an appropriation of the entire Leased Premises or so much thereof as to prevent or substantially impair the conduct of Tenant's business unless Tenant elects to continue the Agreement in effect. If during the term of this Agreement there is an appropriation of the Leased Premises which amounts to a total taking as herein defined, then the leasehold estate of Tenant in and to the Leased Premises shall cease and terminate as of the date of such taking, and all rentals and other charges payable by Tenant to City hereunder and attributable to the Leased Premises shall be paid up to the date of such taking. 21.4 Partial Taking. The term "partial taking" shall mean the taking of a portion only of the Leased Premises which does not constitute a total taking as defined above. If during the term of this Agreement there shall be a partial taking of the Leased Premises, this Agreement shall terminate as to the portion of the Leased Premises so taken at the date of taking as herein defined, but said Agreement shall continue in force and effect as to the remainder of the Leased Premises. The rental payable hereunder by Tenant shall, as of the date of taking, be adjusted so that Tenant shall be required to pay for the remainder of the term only such portion of such rent as the value of the part of the Leased Premises remaining after the taking bears to the value of the entire Leased Premises at the date of taking. 21.5 Abandonment of Proceedings. In the event the condemning agency shall abandon an eminent domain proceeding, either party hereto shall have the right to contest the condemnor's abandonment and a right to its respective costs and disbursements as defined and provided for in California law. If after the condemnor takes possession or the Tenant moves from the property sought to be condemned in compliance with an order of possession, the condemnor abandons the proceeding as to such property or a portion thereof, or if it is determined that the condemnor does not have authority to take such property or portion thereof by eminent domain and the condemnor is required by law to deliver possession of such property or such portion thereof to the party entitled to the possession thereof and pay damages as provided for in California law, then Tenant shall receive the award for costs and damages incurred by reason of Tenant being removed from possession of the Premises, but Tenant shall be entitled to retake possession of the Premises and, in the event of such repossession by Tenant, all of the terms of this Agreement shall remain in operation and effect. 21.6 Allocation of Award. All compensation and damages awarded for the taking of the Leased Premises or any portion thereof shall, except as otherwise herein provided, belong to and be the sole property of City. However, any award that may be made for the taking of or injury to the Approved Improvements, and all other improvements constructed by Tenant on the Leased Premises shall belong to Tenant. Tenant shall be entitled to any award for damage to Tenant's business or on account of any cost or loss Tenant may sustain in the removal of Tenant's fixtures, equipment and furnishings, or as a result of any alterations, modifications or repairs which may be reasonably required by Tenant in order to place the remaining portion of the Leased Premises not so condemned in a suitable condition for the continuance of Tenant's tenancy. Tenant shall also be entitled to that portion of any award that may be attributable to any DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 severance damages to the remaining leasehold interest, to any improvements constructed by Tenant, and to good will. 21.7 Cost. Each party shall bear his own costs, attorneys' fees, appraiser's fees and all other costs in connection with any matter contained in this Section, except as may be otherwise provided. 21.8 Right of Entry. Neither party hereto shall grant a right of entry to any condemnor without the written consent of the other party hereto. 22.REQUIRED FAA CLAUSES. 22.1 Non-Exclusive Use. (a) This Agreement and all of the provisions hereof shall be subject to whatever right the United States Government has now or may have in the future or may 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 Government during the time of war or national emergency. If any such agreement is executed, the terms and conditions of this Agreement shall be subordinate to the provisions of any agreement between City and the United States relative to the Airport. (b) It is clearly understood by Tenant that no right or privilege has been granted which would operate to prevent any person, firm, or corporation operating aircraft at the Airport from performing any services on its own aircraft with its own Employees (including but not limited to, fueling, maintenance, and repair) that it may choose to perform. (c) Nothing in this Agreement shall be construed, in any way, as City granting Tenant an exclusive right to engage in any aeronautical activity at the Airport. 22.2 Non-Discrimination. (a) Tenant, for itself, its heirs, successors, and assigns, as a part of the consideration hereof, does hereby covenant and agree that in the event Improvements are constructed, maintained, or otherwise operated on the Leased Premises described in this Agreement 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, Tenant shall maintain and operate such Improvements in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the DOT, and as said legal requirements may be promulgated or amended from time to time. (b) Notwithstanding any other provision of this Agreement, during the performance of this Agreement, Tenant, for itself, its heirs, successors, and assigns, as part of the consideration of this Agreement does hereby agree, as a covenant running with the land, that: (a) no person on the grounds of race, color, religion, sex, familial status, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of the Leased Premises; (b) in the construction of any Improvements on, over, or under the Leased Premises, and the furnishing of services therein or thereon, no DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 person on the grounds of race, color, religion, sex, familial status, or national origin shall be excluded from participation in, or denied the benefits of, such activities, or otherwise be subjected to discrimination; (c) in the breach of any of the above nondiscrimination covenants, City shall have the right to terminate this Agreement and to reenter and repossess the Leased Premises and hold the same as if this Agreement had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 have been followed and completed, including expiration of appeal rights; (d) Tenant, for itself, its heirs, successors, and assigns, as a part of the consideration hereof, does hereby agree as a covenant running with the land that in the event Improvements are constructed, maintained, or otherwise operated on the Leased Premises for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits, Tenant shall maintain and operate such improvements and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the DOT, and as said Regulations may by amended. (c) Tenant will comply with pertinent statues and rules as are promulgated or amended from time to time to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from federal assistance. This provision obligates Tenant or its transferee for the period during which federal assistance is provided or is in the form of personal Property or real Property or interest therein or structures or Improvements thereon. In these cases, this provision obligates Tenant or any transferee for the longer of the following periods: (a) the period during which the Leased Premises is used by the sponsor or any transferee for a purpose for which federal assistance is extended, or for another purpose involving the provision of similar services or benefits, or (b) the period during which City or any transferee retains ownership or possession of the Leased Premises. (d) Tenant shall not discriminate in any manner against any employee or applicant for employment because of political or religious opinion or affiliation, race, creed, color, national origin, sex, age, or disability and further, Tenant shall include a similar clause in all subcontracts. Tenant agrees City has the right to take such action against Tenant as the government may direct to enforce this provision of this Agreement. 23.MISCELLANEOUS. 23.1 Compliance with Governmental Regulations. Tenant shall, at its own cost and expense, promptly and properly, comply with and execute, including the making of any alteration to the Leased Premises, all orders, regulations, laws and requirements of all governmental authorities arising from the use or occupancy of, or applicable to, the Leased Premises. 23.2 Holding Over. If Tenant shall hold over the Leased Premises after the expiration of the term hereof with the consent of City, either express or implied, such holding over shall be construed to be only a tenancy from month to month, subject to all the covenants, conditions and obligations hereof, except that Tenant shall pay to City 150% of monthly rent due as of the expiration of the term; terminable on thirty (30) days written notice given at any time by either party; provided, however, that nothing herein contained shall be construed to give Tenant any DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 rights to so hold over and to continue in possession of the Leased Premises after the expiration of the term hereof. 23.3 Disclaimer of Representation. Except as otherwise specifically provided herein, City has made no representations or warranties to the Tenant concerning the Leased Premises, the present use thereof or the suitability for Tenant's intended use of the property. The foregoing disclaimer includes, without limitation, topography, climate, air, water, water rights, utilities, present and future zoning, soil, subsoil, drainage, access to public roads, proposed routes of roads, or extension thereof, or effect of any state or federal environmental protection laws or regulations. Tenant represents and warrants to City that he and his representatives have made or will make their own independent inspection and investigation of the Leased Premises and Tenant, in entering into this Agreement, is relying solely on such inspection and investigation. No patent or latent physical condition of Leased Premises, whether or not known or discovered, shall affect the rights of either party hereto. Any agreement, warranties or representations not expressly contained herein shall in no way bind either Tenant or City. City and Tenant waive any right of rescission and all claims for damages by reason of any statement, representations, warranty, promise and agreement, if any, not contained in this Agreement. 23.4 Priority of Agreement. This Agreement is subject and junior to all existing easements, covenants, conditions and restrictions and other matters and encumbrances of record. 23.5 Inspection. City reserves the right for City and City's agents and representatives to enter upon the Leased Premises at any reasonable time upon five (5) days prior written notification for the purpose of attending to City's interest hereunder, and to inspect the Leased Premises. 23.6 Attorneys' Fees. In the event any action is brought by City to recover any rent due and unpaid hereunder or to recover possession of the Leased Premises, or in the event any action is brought by City or Tenant against the other to enforce or for the breach of any of the terms, covenants or conditions contained in this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees to be fixed by the Court, together with costs of suit therein incurred. 23.7 Waiver. No waiver of any breach of any of the terms, covenants, agreements, restrictions or conditions of this Agreement shall be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions and conditions hereof. No delay or omission of City to exercise any right or remedy shall be construed as a waiver of any such right or remedy or of any default by Tenant under this Agreement. The various rights and remedies reserved to City herein including those not specifically described in this Agreement shall be cumulative and, except as otherwise provided by California statutory law in force at the time of execution of this Agreement, City may pursue any or all of such rights and remedies whether at the same time or otherwise. 23.8 Agreement Binding Upon Successors and Assigns. Subject to the limitations on assignment and subleasing, each of the terms, covenants and conditions of this Agreement shall extend to and be binding on and inure to the benefit of not only City and Tenant, but each of their successors and assigns. Whenever in this Agreement reference is made to either City or DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 Tenant, the reference shall be deemed to include, wherever applicable, the successors and assigns and such parties the same as if in every case expressed. 23.9 Relationship of Parties. The relationship of the parties hereto is that of City and Tenant, and it is expressly understood and agreed that City does not in any way nor for any purpose become a partner of Tenant or a joint venturer with Tenant in the conduct of Tenant's business or otherwise. 23.10 Time of the Essence. Time is expressly declared to be of the essence of this Agreement. 23.11 Number and Gender. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and the word "person" shall include corporation, firm or association. If there is more than one Tenant, the obligations imposed under this Agreement upon Tenant shall be joint and several. 23.12 Headings and Titles. The marginal headings or titles to the Sections of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. 23.13 Governing Law and Venue. This Agreement shall be deemed to have been made in, and shall be construed in, accordance with the statutes and laws of the State of California without regard to choice of law provisions that would cause the application of the law of another jurisdiction, and without regard to conflicts of law principles. Any suit, action or proceeding permitted hereunder or any judgment entered by any court in respect thereof, will be brought in the state courts sitting in Riverside County, California and the Parties hereby expressly submit to the jurisdiction of such courts for the purpose of any such suit, action, or proceeding permitted hereunder. 23.14 Entire Agreement; Amendments. This Agreement, including the exhibits attached hereto and all documents referenced herein, all of which are incorporated herein by reference, contain the entire agreement of the parties hereto with respect to the matters covered hereby, and no other previous agreement, statement or promise made by any party hereto which is not contained herein shall be binding or valid. No amendment or modification to this Agreement shall be effective unless in writing and signed by both City and Tenant. 23.15 Force Majeure. Except as to the payment of rent, neither of the parties hereto shall be chargeable with, liable for, or responsible to, the other for anything or in any amount for any delay caused by fire, earthquake, explosion, flood, hurricane, the elements, acts of God, or the public enemy, action or interference of governmental authorities or agents, war, invasion, insurrection, rebellion, riots, strikes, or lockouts or any other cause whether similar or dissimilar to the foregoing, which is beyond the control of such parties and any delay due to said causes or any of them shall not be deemed a breach of or default in the performances of this Agreement. 23.16 Severability. If any provision in this Agreement is held to be illegal, invalid, or unenforceable in full or in part, for any reason, by any court of competent jurisdiction, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid, DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 and enforceable. The illegality, invalidity, or unenforceability of any such provision shall in no way affect any other provisions in this Agreement, provided that the illegality, invalidity, or unenforceability of any such provision does not materially prejudice either Party with regard to the respective rights and obligations of each Party contained in the valid terms and conditions of this Agreement. 23.17 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 23.18 Notices. Any notice to be given or other document to be delivered by either Party to the other party may be given by personal delivery, generally recognized overnight courier, prepaid, or may be deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed to the Party for whom intended as follows: To City: City of Palm Springs 3400 E Tahquitz Canyon Way Palm Springs, CA 92262 To Tenant: Palm Springs Air Museum, Inc. 745 N Gene Autry Trail Palm Springs, CA 92262 Either Party hereto may from time to time by written notice to the other party designate a different address which shall be substituted for the one specified above. Notices and documents shall be served upon receipt or, if any notice or other document is sent by registered or certified mail, as provided above, the same shall be deemed served or delivered seventy-two (72) hours after the mailing thereof. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 SIGNATURE PAGE TO AIRPORT GROUND LEASE AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND PALM SPRINGS AIR MUSEUM, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. TENANT: By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. ________ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: ____________________________ City Manager 7/24/23 1J DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 8/8/2023 EXHIBIT “A” DESCRIPTION/DEPICTION OF LEASED PREMISES DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 EXHIBIT “B” HAZARDOUS MATERIAL LIST NONE DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 EXHIBIT “C” INSURANCE REQUIREMENTS Tenant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Agreement and shall include their agents, representatives, employees or subcontractors. With respect to General Liability and Errors & Omissions, coverage should be maintained for a minimum of five (5) years after contract completion. The cost of all such insurance shall be borne by the Tenant. A. Minimum Scope of Insurance $2,000,000 -- Commercial General Liability $2,000,000 -- Auto Liability $1,000,000 -- Worker’s Compensation Insurance $10,000,000 -- Property Insurance One Year of Minimum Monthly Rent -- Business Interruption Insurance Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering any auto (Code 1), or if Tenant has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limit no less than $2,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Property Insurance: Tenant shall maintain not less than $10,000,000 Legal Liability Coverage (ISO Form CP 00 40 or equivalent) on all real property being leased, including improvements and betterments owned by the City, and shall name the City as a loss payee. Tenant shall also provide property insurance on all personal property and betterments and improvements contained within or on the leased premises. Property insurance shall insure against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 5. Interruption of Business Insurance: Tenant shall, at its sole cost and expense, maintain business interruption insurance by which the minimum monthly rent will be paid to City for a period of up to one (1) year if the premises are destroyed or rendered inaccessible by a risk insured against by a policy of standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements. 6. Cyber Liability Insurance, if the Tenant will provide IT services or software or involve the retention of private, non-public information about third parties, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Tenant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 7. Umbrella or Excess Policies may be used by the Tenant to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Tenant’s primary and excess liability policies are exhausted. 8. Professional Liability Errors and Omissions insurance for all Professional Services rendered including architecture, engineering, or design services related to this Agreement. 9. Builder’s Risk Insurance shall be procured by Tenant prior to the commencement of, and throughout the duration of, any construction of improvements or betterments being installed by Tenant on the Property. B. Minimum Limits of Insurance Tenant shall maintain limits no less than: 1. Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $2,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers Compensation limits as required by California Labor Code and Employer’s Liability with employer liability limits of $1,000,000 per accident; per disease, per employee; coverage shall be endorsed to state carrier waives its rights of subrogation against the City, its officials, employees, agents and contractors. 4. Professional Liability Errors and Omissions: $5,000,000 per claim and $5,000,000 aggregate, coverage to be maintained following completion of work on project for 5 years or, if policy is canceled, extended reporting period to equal the same. 5. Property Insurance: full replacement cost with no coinsurance penalty provision, Business Interruption, Rental Income, All Risk. 6. If applicable, builder’s risk insurance for total replacement value of work completed during any construction of betterments or improvements to City’s site. C. Deductibles and Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Tenant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. D. Other Insurance Provisions 1. The general liability and automobile policies are to contain, or be endorsed to contain, the following provisions: a. The City of Palm Springs, its officers by endorsement, officials, employees and volunteers are to be covered as additional insureds with respect to: liability arising out of activities performed by, or on behalf of, Tenant, premises owned, occupied or used by the Tenant, or automobiles owned, leased, hired or borrowed by the Tenant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officer, officials, employees or volunteers. General liability coverage can be provided in the form of an endorsement to the Tenant’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 b. The Tenant’s insurance coverage shall be primary insurance with respect to the City, its officers, officials, employees and volunteers. For any claims related to this Property, the Tenant’s insurance coverage shall be primary and non- contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Tenant’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. c. Any failure to comply with reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. d. Coverage shall state that the Tenant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. 2. Workers’ Compensation and Employers’ Liability Coverage shall contain a waiver of subrogation by endorsement in favor of the City, its officials, employees, agents and contractors. 3. Builder’s Risk City shall be named as a loss payee on any Builder’s Risk policy to the full extent allowable and for which the City’s insurable interests may appear. 4. All Coverages Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days’ prior written notice has been given to the City; except that ten (10) days’ prior written notice shall apply in the event of cancellation for non-payment of premium. 5. Waiver of Subrogation Tenant hereby grants to City a waiver of subrogation which any insurer may acquire against City, its officers, officials, employees, and volunteers, from Tenant by virtue of the payment of any loss. Tenant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Tenant, its employees, agents, and subcontractors. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 6. There shall be no endorsement reducing the scope of coverage required above unless approved by the City’s Risk Manager. 7. If the Tenant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A:VII. F. Verification of Coverage Tenant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Tenant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Proof of insurance shall be either emailed in pdf format to: Victoria Carpenter or mailed to the following postal address (or any subsequent email or postal address as may be directed in writing by the Risk Manager): City of Palm Springs Risk Manager 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 G. Subconsultants/Subcontractors Tenant shall require and verify that all subcontractors relating to this Agreement maintain insurance meeting all the requirements stated herein, and Tenant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13. H. Review of Coverage DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 These insurance requirements shall be subject to periodic review by City’s Risk Manager. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Should the Risk Manager require any change in any coverage such change shall be communicated in writing to Tenant and Tenant shall comply with the said change within thirty (30) days following the date of receipt of the notice. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 7/7/2023 (316) 440-3531 25682 Palm Springs Air Museum 745 N. Gene Autry Trail Palm Springs, CA 92262-5464 25674 33138 A 1,000,000 X P6301R566951TCT23 6/1/2023 6/1/2024 300,000 10,000 1,000,000 2,000,000 2,000,000 EBL AGGREGATE 2,000,000 1,000,000B X BA2S3782542343G 6/1/2023 6/1/2024 5,000,000B CUP2S3791712343 6/1/2023 6/1/2024 5,000,000 C Excess Umbrella EZXS3117854 6/1/2023 Limit 5,000,000 The City of Palm Springs, its oficials, employees and agents are named as primary and Non-Contributory Additional Insured as respects General Liability & Auto Liability. 30 day notice of written cancellation applies. The City of Palm Springs, its oficials, employees and agents 3400 E. Tahquitz Canyon Way, suite 1 Palm Springs, CA 92262 PALMSPR-01 S2BCARTWRIGHT AssuredPartners 9860 E. 21st Wichita, KS 67206 Brad Cartwright brad.cartwright@assuredpartners.com Travelers Indemnity Comp of CT Travelers Property Casualty Co of America Landmark American Insurance Co 6/1/2024 X X X X X X DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 7/31/2023 AssuredPartners Aerospace 9860 E 21st Street North Wichita, KS 67206 316-858-0626 Starr Indemnity & Liability Company 38318 A 100 0003260 6/8/2023 6/8/2024 3 1,000,000 1,000,000 1,000,000 Bernadette Manglaris Mandi McConnell mandi.mcconnell@assuredpartners.com Palm Springs Air Museum 745 N Gene Autry Trl Palm Springs CA 92262 75558159 3 notice to the certificate holder, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or As respects Workers Compensation, the insuring company has agreed to waive their right of subrogation against the certificate holder. The City of Palm Springs, Its officals, employees 3400 E Tajquitz Canyon Way Suite 1 Palm Springs CA 92262 Should any of the above described policies be cancelled before the expiration date thereof, the issuing insurer will endeavor to mail 30 days written representatives 75558159 | 00058911 | Master Certificate | Mandi McConnell | 7/31/2023 4:04:21 PM (CST) | Page 1 of 1 This certificate cancels and supersedes ALL previously issued certificates. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 workers@compensation@and@employers@liability@insurance@policy@ wc@PT@PS@PV@ He„N@PTMXTI waiver@of@our@right@to@recover@from@others@endorsement california@ w…@ˆ–…@”ˆ…@’‰‡ˆ”@”@’…ƒ–…’@•’@™…Ž”“@†’@Ž™Ž…@Œ‰‚Œ…@†’@Ž@‰ŽŠ•’™@ƒ–…’…„@‚™@”ˆ‰“@Œ‰ƒ™N@w…@—‰ŒŒ@Ž”@…Ž†’ƒ…@•’@’‰‡ˆ”@‡‰Ž“”@”ˆ…@ …’“Ž@’@’‡Ž‰š”‰Ž@Ž…„@‰Ž@”ˆ…@sƒˆ…„•Œ…N@Htˆ‰“@‡’………Ž”@Œ‰…“@ŽŒ™@”@”ˆ…@…˜”…Ž”@”ˆ”@™•@…’†’@—’‹@•Ž„…’@@—’‰””…Ž@ƒŽ”’ƒ”@ ”ˆ”@’…‘•‰’…“@™•@”@‚”‰Ž@”ˆ‰“@‡’………Ž”@†’@•“NI@ y•@•“”@‰Ž”‰Ž@™’ŒŒ@’…ƒ’„“@ƒƒ•’”…Œ™@“…‡’…‡”‰Ž‡@”ˆ…@’…•Ž…’”‰Ž@†@™•’@…Œ™……“@—ˆ‰Œ…@…Ž‡‡…„@‰Ž@”ˆ…@—’‹@„…“ƒ’‰‚…„@‰Ž@”ˆ…@ sƒˆ…„•Œ…N@ tˆ…@„„‰”‰ŽŒ@’…‰•@†’@”ˆ‰“@…Ž„’“……Ž”@“ˆŒŒ@‚…@@@@RE@@@@†@”ˆ…@cŒ‰†’Ž‰@—’‹…’“²@ƒ…Ž“”‰Ž@’…‰•@”ˆ…’—‰“…@„•…@Ž@“•ƒˆ@ ’…•Ž…’”‰ŽN@ sƒˆ…„•Œ…@ p…’“Ž@’@o’‡Ž‰š”‰Ž@ j‚@d…“ƒ’‰”‰Ž@ The City of Palm Springs, its officials, employees and agents 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 tˆ‰“@…Ž„’“……Ž”@ƒˆŽ‡…“@”ˆ…@Œ‰ƒ™@”@—ˆ‰ƒˆ@‰”@‰“@””ƒˆ…„@Ž„@‰“@…††…ƒ”‰–…@Ž@”ˆ…@„”…@‰““•…„@•ŽŒ…““@”ˆ…’—‰“…@“””…„N@ Htˆ…@‰Ž†’”‰Ž@‚…Œ—@‰“@’…‘•‰’…„@ŽŒ™@—ˆ…Ž@”ˆ‰“@…Ž„’“……Ž”@‰“@‰““•…„@“•‚“…‘•…Ž”@”@’…’”‰Ž@†@”ˆ…@Œ‰ƒ™NI@ eŽ„’“……Ž”@e††…ƒ”‰–…Z@VOXORR pŒ‰ƒ™@nNZ@QPP@PPPSRVP eŽ„’“……Ž”@nN@ iŽ“•’…„Z@pŒ@s’‰Ž‡“@a‰’@m•“…•L@iŽƒN iŽ“•’Žƒ…@cŽ™Z@s”’’@iŽ„…Ž‰”™@F@l‰‚‰Œ‰”™@cN@ c•Ž”…’“‰‡Ž…„@b™ 06/08/2023 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 COMPANYPHONE CANCELLATION INTEREST, IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW. ACORD CODE: THIS REPLACES PRIOR EVIDENCE DATED: DATE (MM/DD/YYYY) EFFECTIVE DATE CONTINUED UNTIL AUTHORIZED REPRESENTATIVE E-MAIL RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY. DEDUCTIBLE (A/C, No): (A/C, No, Ext):AGENCY ADDITIONAL INTEREST AMOUNT OF INSURANCE LOCATION/DESCRIPTION LOSS PAYEE MORTGAGEE COVERAGE INFORMATION POLICY BE TERMINATED, THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW ____________ DAYS INSURED TERMINATED IF CHECKED ADDRESS: THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POLICY PERIOD. SHOULD THE CUSTOMER ID #: LOAN # EVIDENCE OF PERSONAL PROPERTY INSURANCE FAX SUB CODE: POLICY NUMBER ACORD 27 (2003/10) REMARKS (Including Special Conditions) WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT PROPERTY INFORMATION EXPIRATION DATE ADDITIONAL INSURED TM COVERAGE/PERILS/FORMS THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE, AND CONVEYS ALL THE NAME AND ADDRESS AGENCY © ACORD CORPORATION 1993 LOAN NUMBER 06/01/2023 $12,793,550 30 Loc # 0, Bldg # 0 Blanket, Special (Including theft) $300,000 $2,000,000 AssuredPartners 9860 E. 21st Wichita, KS 67206 Earthquake, Earthquake X The City of Palm Springs, it's officials, employees and agents 3400 E. Tahquitz Canyon Way, suite 1 Palm Springs, CA 92262 PALMSPR-01 5,000 Business Personal Property, Special (Including theft)5,000 Products & Completed Operations - Aggregate Limit Business Income with Extra Expense, Special (Including theft) $10,000 (316) 683-7818 50,000 Personal and Advertising Injury Limit $15,976,634 P6301R566951TCT23 Special Conditions: The City of Palm Springs, it’s officials, employees and agents is named as primary and non-contributory Additional Insured as respects General Liability. Damage to Rented Premises Limit Loc # 1, Bldg # 1 Loc # 0, Bldg # 0, Blanket Limit Loc # 1, Bldg # 1, 745 N. Gene Autry Trail, Palm Springs, CA 92262-5464, Museum Office Loc # 2, Bldg # 1, 1000 S. Gene Autry Trail, Palm Springs, CA 92262, Storage Loc # 3, Bldg # 1, 745 N. Gene Autry Trail, Palm Springs, CA 92262, Quonset Hut Loc # 5, Bldg # 1, 745 N. Gene Autry Trail, Palm Springs, CA 92262, Hanger Loc # 6, Bldg # 1, 745 N. Gene Autry Trail, Palm Springs, CA 92262, Stealth Fighter Hanger $1,000,000 (316) 682-7770 General Aggregate Limit 06/01/2024 Medical Expenses - per person Limit Travelers Indemnity Comp of CT $2,500,000 $2,000,000 $771,750 Info.CIG@assuredpartners.com $1,000,000 $552,167 5,000 Building, Special (Including theft) Products & Completed Operations - Each Occurrence Limit SEE ATTACHED ACORD 101 Palm Springs Air Museum 745 N. Gene Autry Trail Palm Springs, CA 92262-5464 72 5,000 X1003 S2BCARTWRIGHT Blanket, Special (Including theft)$589,645 08/01/2023 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. AssuredPartners PALMSPR-01 Travelers Indemnity Comp of CT 1 06/01/2023 ACORD 27 EVIDENCE OF PROPERTY INSURANCE 25682 Palm Springs Air Museum 745 N. Gene Autry Trail Palm Springs, CA 92262-5464 P6301R566951TCT23 S2BCARTWRIGHT 1 Coverage Information: Loc # 2, Bldg # 1 Business Personal Property, Special (Including theft), Amount of Insurance: $37,478, Deductible: 5,000 Loc # 3, Bldg # 1 Building, Special (Including theft), Amount of Insurance: $59,964, Deductible: 5,000 Loc # 5, Bldg # 1 Building, Special (Including theft), Amount of Insurance: $3,123,120, Deductible: 5,000 Loc # 6, Bldg # 1 Building, Special (Including theft), Amount of Insurance: $750,000, Deductible: 150,000 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$74.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:PALM SPRINGS AIR MUSEUM DBA: Owner:PALM SPRINGS AIR MUSEUM INC. Mailing Address:745 N GENE AUTRY TR N PALM SPRINGS, CA 92262 License Number:ICA-001054-2023 Expiration Date:01/31/2024 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:745 N GENE AUTRY TR N, PALM SPRINGS, CA 92262 Business Description:AIR MUSEUM TO BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits:Signatures: Insurance:Bonds: Business License: Sole Source Co-Op CoOp Agmt #:Sole Source Documents:CoOp Name: CoOp Pricing: By:Submitted on: Contract Abstract Form Rev  $XWKRUL]HG6LJQHUV 1DPH(PDLO &&RUSRUDWLRQVUHTXLUHVLJQDWXUHV Ground Lease Palm Springs Air Museum, Inc. Fred Bell fred@palmspringsairmuseum.org Ground Lease Space Revenue - $3,800 monthly August 1, 2023 - July 31, 2028 Attached Dan Gilbertson, deltagolf@gci.net Bill Bramer, wbramer@aol.com Aviation Victoria Carpenter/ 3808 July 24, 2023 N/A Yes Yes Yes Yes N/A No N/A N/A N/A N/A August 8, 2023 Christina Brown A9440 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 CITY OF PALM SPRINGS AIRPORT GROUND LEASE This Airport Ground Lease Agreement (“Agreement”) is made and entered into this 1st day of August, 2023 by and between the City of Palm Springs, a charter city and municipal corporation (“City”) and PALM SPRINGS AIR MUSEUM, INC. a California nonprofit public benefit corporation (“Tenant”). City and Tenant may be individually referred to as “Party” or collectively as the “Parties”. RECITALS A. The City is the owner and operator of the Palm Springs International Airport (“Airport”) located at 3400 E Tahquitz Canyon Way, Palm Springs, CA 92262. B. Tenant desires to lease property from the City in order to provide additional parking for aircraft and support the operation of the Palm Springs Air Museum. NOW THEREFORE, for and in consideration of the mutual representations, warranties, covenants, obligations, privileges, conditions, and agreements set forth in this Agreement, the Parties hereby agree as follows: 1.INCORPORATION OF RECITALS. The recitals above are true and correct and are hereby incorporated herein by this reference. 2.LEASED PREMISES. 2.1 Lease. City hereby leases to Tenant and Tenant leases from City, certain real property located within the City of Palm Springs, County of Riverside, California, as more particularly described in Exhibit “A”, attached hereto and incorporated herein by this reference. This leased property, as defined herein, is leased to Tenant and referred to in this Agreement as the “Leased Premises”. 2.2 Intentionally Omitted. 2.3 Intentionally Omitted. 2.4 Acceptance of Leased Premises. Tenant hereby accepts the Leased Premises in the condition existing as of the date hereof. Tenant hereby agrees that the Leased Premises are in a good and tenantable condition and acknowledges that it has inspected the Leased Premises and common areas of the Airport to its satisfaction and acknowledges that City is not obligated to make any repairs or alterations to the Leased Premises or common areas. 2.5 Reservations to City. Tenant further accepts the Leased Premises subject to any and all existing easements and encumbrances. City reserves the right without obligation to install, lay, construct, maintain and repair utilities and appurtenances necessary or convenient in connection therewith in, over, upon, through, across, under and along the Leased Premises or any part thereof, and to enter the Leased Premises for any and all such purposes. City also reserves DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 the right to grant franchises, easements, rights of-way and permits in, over, upon, through, across, under and along any and all portions of the Leased Premises. No right reserved by City in this clause shall be so exercised as to interfere unreasonably with Tenant's operations hereunder, and the rights granted to third parties by reason of this clause shall contain provisions that the surface of the land shall be restored as nearly as practicable to its condition prior to the construction upon completion of any construction. 3.TERM. 3.1 Term. The original term of this Agreement shall be for five (5) years, commencing at 12:00 a.m. on 1st day of August, 2023 (the “Commencement Date”) and ending at 11:59 p.m. on 31st day of July, 2028 (“Original Term”), unless sooner terminated in accordance with this Agreement. 3.2 Possession. The Tenant is granted full and complete access to the Leased Premises as of the Commencement Date of this Agreement and, so long as Tenant is not in default hereunder, the right to its possession for the duration of this Agreement. 3.3 Expiration or Termination of Term. Tenant shall, at the expiration of the term of this Agreement, or upon its earlier termination, return the Leased Premises in conformance with Section 15. (a) Tenant shall allow City to inspect the Leased Premises and complete a walk-through to verify the condition of the Leased Premises. 4.RENTS, FEES, AND OTHER CHARGES. 4.1 Monthly Rent. The monthly rental for the use and occupancy of the Leased Premises for the Original Term shall be Three Thousand Eight Hundred dollars ($3,800.00) per month. 4.2 Intentionally Omitted. 4.3 Intentionally Omitted 4.4 Term Extension. During the fourth year of the Original Term of this Agreement, but no later than One Hundred Twenty (120) days prior to the expiration of the Original Term, Tenant may request to extend this Agreement for an additional term of five (5) years (“Extension Term”). If requested by Tenant, the Executive Director of Aviation (“Director”) will evaluate this request for compatibility with the current Airport Master Plan in order to ensure consistency with applicable land use and rate-making regulations, plans and/or goals. If the request for the Extension Term is determined to be consistent with the current Airport Master Plan, the annual rent may be increased to fair market value based on the findings of any rent study or appraisal carried out by City or its agents. City shall notify the Tenant no later than sixty (60) days prior to the termination of the Agreement of the new monthly rate and the preparation of a mutually agreeable amendment to the Agreement. City may require that modifications or improvements be made to the Leased Premises in order to achieve airport safety, security, or regulatory objectives. This Section does not create an automatic extension option nor does it obligate the DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 City to extend the Agreement if the Term Extension is not consistent with the then applicable Airport Master Plan. 4.5 Payments. Payment of rents, fees, and other charges shall be made promptly without notice or demand, in legal tender of the United States of America. (a) Payment of rent shall be made by Tenant to City monthly in advance on or before the first (1st) day of each month. The rent for any partial month shall be prorated. (b) Payment of fees and other charges shall be made by Tenant to City monthly on or before the fifteenth (15th) day of each month for the previous month. (c) Payments of rents, fees, and other charges shall be made by check or money order, payable to City. Payments shall be delivered or mailed to City of Palm Springs 3400 E Tahquitz Canyon Way Palm Springs, CA 92262, attention: Accounts Receivable or to such other location as may be directed in writing by City. Payments shall be made without any abatement, deductions, reductions, offsets, or counterclaims of any kind. Any portion of rent not received on or before fifteen (15) days past the due date, shall be deemed a material default of the terms of this Agreement and a breach. (d) If any check is returned by the bank for any reason, Tenant shall pay a fifty dollar ($50.00) returned check charge, in addition to applicable late fees, until cash, draft or other acceptable form of payment (as specified by the City) is received by the City. In the event of a returned check, the City may demand that payment of the returned check and/or all future payments be made by certified check, cashier’s check, money order or cash. 4.6 Late Charges. A late charge equal to ten percent (10%) per month on the unpaid balance for each month the rent is late shall be automatically added to any fees or other charges not received by City by the close of business ten (10) calendar days after due and owing. Rent not received on or before fifteen (15) days past the due date shall be deemed a default of this Agreement. In addition to late charges, City shall be entitled to interest at the State of California judgment rate plus all costs and expenses incurred by City to collect (or attempt to collect) amounts past due, including without limitation, attorney and court fees, costs, and expenses. 5.USE OF THE LEASED PREMISES AND CONDUCT OF TENANT. 5.1 Use of the Leased Premises. (a) Tenant hereby acknowledges that the principal use of the Airport consists of the operation of a public airport and that all other operations and businesses which are now or hereafter permitted by City, including the use hereunder, must be at all times be compatible with such principal use, as City shall, in its sole discretion, determine. (b) The primary use of the Leased Premises permitted under this Agreement shall be for aircraft parking and uses related to and in support of the operation of the Palm Springs Air Museum. Tenant shall, continuously and uninterruptedly during the term of this Agreement, conduct its activity, as permitted herein, upon the Leased Premises unless prevented DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 from so doing by strikes, fire, casualty or other causes beyond Tenant's control, except during reasonable periods for repairing, cleaning and decorating the Leased Premises. (c) Tenant shall, at Tenant's own cost and expense, obtain and maintain all licenses, permits, certificates or other authorizations of any governmental authority having jurisdiction thereover, including, but not limited to, the FAA, which may be necessary for the conduct in the Leased Premises of its business operations and activities. Without limiting the generality of the foregoing, Tenant shall comply with all applicable laws, resolutions, codes, rules, orders, directions, ordinances and regulations of any department, bureau or agency or any governmental authority having jurisdiction over the operations, occupancy, maintenance and use of the Leased Premises for the purpose demised hereunder, except for those requiring major alterations to the Leased Premises as distinguished from those relating to furniture, fixtures or equipment of Tenant therein. Tenant shall indemnify and save City harmless from and against any claims, penalties, losses, damages or expenses imposed by reason of Tenant's violation of any applicable law or the rules and regulations of governmental authorities having jurisdiction thereof. (d) Tenant acknowledges City is entering into this Agreement in its proprietary capacity and not in its regulatory or governmental capacity. Nothing in this Agreement shall be construed as restraining, impairing or restricting the City in its regulatory or governmental capacity (referred to herein when acting in such capacity as “City”), or granting any rights upon Tenant with respect to the use, occupancy, development, or operation of the Leased Premises in a manner inconsistent with any laws or applicable requirements. (e) Nothing in the approval of this Agreement by the City shall be binding on the City Council, Planning Commission, or any other commission, committee, board or body of the City regarding any approvals of the proposed developments required by such bodies regarding Tenant’s use of the Leased Premises. Nothing in this Agreement, nor any action by Tenant with reference to this Agreement or any related documents shall be deemed to constitute issuance or waiver of any required City approval regarding the Leased Premises, or waiver or exercise of any legislative discretion of the City regarding any application, approval or other matter relating to Tenant’s intended use of the Leased Premises. (f) The City’s approval of this Agreement does not constitute approval by the City of any proposed development on the Leased Premises or of other activity on the Leased Premises that would have a direct or reasonably foreseeable indirect environmental impact pursuant to the California Environmental Quality Act, Public Resources Code Section 21000 et seq. (“CEQA”). (See 14 C.C.R. §§ 15060(c); 15378(b).) Moreover, Tenant’s future use or development of the Leased Premises is expressly conditioned on CEQA compliance. City shall conduct environmental review in accordance with CEQA prior to taking any discretionary action with regard to any proposed development or use of the Leased Premises by Tenant. Nothing in this Agreement shall be construed to limit the City’s discretion to consider and adopt any mitigation measure or project alternative, including the alternative of rejecting Tenant’s applications for any proposed development or use of the Leased Premises by Tenant, as provided in Public Resources Code Section 21002. Following completion of the City’s environmental review of any proposed development or use of the Leased Premises by Tenant, the City shall file a notice of such approval as provided in Public Resources Code Section 21152. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 (g) Notwithstanding any other remedies of City hereunder, in the event of a breach of this Section 5.1, Tenant, upon receipt of written notice from City of said breach, shall cure said specified breach within thirty (30) days. If cure is not performed within thirty (30) days, City, at its option, may terminate this Agreement upon thirty (30) days' written notice. However, if Tenant has undertaken steps to cure within thirty (30) days, then City shall not terminate this Agreement unless Tenant fails to diligently complete said cure. In such event, City may terminate this Agreement upon thirty (30) days written notice. Notwithstanding the foregoing, if at any time Tenant's breach has a material adverse effect on the operations of the Airport or creates an emergency situation that, in City's reasonable estimation, presents a risk to public health or safety, Tenant shall immediately commence to cure such breach. 5.2 Restrictions on Use. (a) Tenant shall not use or permit the use of the Leased Premises for any purpose other than that set forth in Section 3.1 above, and Tenant shall comply promptly with all applicable laws, rules and regulations regarding the use of the Leased Premises, including, but not limited to all rules and regulations promulgated by the FAA. (b) Tenant shall not use or permit the use of the Leased Premises in any manner that will (A) tend to create or permit any waste or nuisance, (B) tend to disturb other tenants or users of the Airport, (C) invalidate or cause cancellation or be in conflict with fire or other hazard insurance policies covering the Airport, or (D) increase the rate of fire insurance for the Airport or of property located therein, over that rate in effect on the Commencement Date hereof. Tenant, at its expense, shall comply with all rules, orders, regulations or requirements of the State and City Fire Code. 5.3 Airport Use. In connection with the ownership and use of the Airport by City, Tenant hereby agrees as follows: (a) City reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or views of Tenant, and without interference or hindrance. If the foregoing development or improvement shall have a material adverse effect on Tenant's use of the Leased Premises, the Parties hereto shall meet and confer prior to the commencement of such development or improvement. (b) City reserves the right, but shall not be obligated to Tenant, to maintain and keep in repair the landing area of the Airport and all publicly-owned facilities of the Airport to standards established by City in City’s sole discretion, together with the right to direct and control all activities of Tenant in this regard. (c) This Agreement shall be subordinate to the provisions and requirements of any existing or future agreement between City and agencies of the United States relative to the development, operation or maintenance of the Airport. (d) In the event any future structure or building is planned for the Leased Premises or in the event of any planned modification or alteration of any present or future building or structure situated on the Leased Premises, Tenant shall comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 (e) It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of any exclusive right within the meaning of Section 308(a) of the Federal Aviation Act of 1958 (49 U.S.C. Section 1349). (f) There is hereby reserved to City, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Leased Premises. This public right of flight shall include the right to cause within the said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at, taking off from or operating on the Airport. (g) Tenant, by accepting this Agreement, expressly agrees for itself, its successors and assigns that it will not permit any natural growth or other obstruction on the land leased hereunder above a height as determined by the application of the requirements of Part 77 of the Federal Aviation Regulations. In the event the aforesaid covenants are breached, City reserves the right to remove the offending structure or object, all of which shall be at the expense of Tenant. (h) Tenant shall not make use of the Leased Premises in any manner which might interfere with the landing and taking off of aircraft from the Airport, or which might otherwise constitute a hazard. In the event the aforesaid covenant is breached, City reserves the right to enter upon the Leased Premises and cause the abatement of such interference, at the expense of Tenant. (i) This Agreement and all the 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 said Airport, or the exclusive or nonexclusive use of the Airport, by the United States during the time of war or national emergency or otherwise. (j) Tenant shall conform to the Airport Rules and Regulations and FAA safety and security rules and regulations regarding use of the Airport operations area including runways, taxiways, aircraft aprons by vehicles, employees, customers, visitors, etc. in order to prevent security breaches and avoid aircraft incursions and vehicle/pedestrian deviations; will complete and pass an airfield safe driving instruction program when offered or required by the Airport, and will be subject to penalties as prescribed by the Airport for violations of the Airport safety and security requirements. 5.4 Airport Security. Tenant is responsible for maintaining security in and around the Leased Premises or any other area adjacent to or upon the Airport which Tenant has an exclusive right to use or which Tenant otherwise controls. Tenant is further responsible for maintaining security with respect to access to and entry upon Airport operations areas, or other areas of the Airport designated by City from time to time as security areas, by employees, subtenants, contractors, invitees or customers of Tenant or any other person who enters the Airport operations areas at Tenant’s invitation, direction, or authority, whether through or from the Leased Premises or otherwise. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 5.5 Hazardous Materials. (a) Restrictions. City acknowledges receipt and consents to Tenant's list of the current hazardous materials or toxic substances, as more particularly described on Exhibit "B", which are necessary or useful to Tenant's business and which are used, kept and stored in a manner that complies with all laws relating to such hazardous materials or toxic substances so brought upon or used or kept in or about the Leased Premises or the Airport. Notwithstanding the foregoing, Tenant shall not cause or permit any hazardous materials or toxic substances which are not included on the foregoing approved list to be brought upon, kept or used in or about the Leased Premises or the Airport by Tenant, its agents, employees, contractors or invitees, without the prior written consent of City. City's consent shall not be unreasonably withheld so long as Tenant demonstrates to City's reasonable satisfaction and covenants to City that such hazardous materials or toxic substances are necessary or useful to Tenant's business and will be used, kept and stored in a manner that complies with all laws relating to any such hazardous materials or toxic substances so brought upon or used or kept in or about the Leased Premises or the Airport. If Tenant breaches the obligations stated in the preceding sentence, or if the presence of hazardous materials or toxic substances on the Leased Premises or the Airport caused or permitted by Tenant results in contamination of the Leased Premises or the Airport, or if contamination of the Leased Premises or the Airport by hazardous materials or toxic substances otherwise occurs for which Tenant is legally liable to City for damage resulting therefrom, then Tenant shall indemnify, defend and hold City harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Leased Premises or the Airport, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Leased Premises or the Airport, damages arising from any adverse impact on marketing of space in the Airport, and sums paid in settlement of claims, actual attorneys' fees, consultant fees and expert fees), which arise during or after the term of the Agreement as a result of such contamination. This indemnification of City by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions, including regular inspections, or any clean up, remedial, removal or restoration work required or recommended by any federal, state or local governmental agency or political subdivision because of hazardous materials or toxic substances present in the soil or ground water on or under the Leased Premises and/or the Airport. The indemnity, defense and hold harmless obligations of Tenant hereunder shall survive any termination of this Agreement. Without limiting the foregoing, if the presence of any hazardous materials or toxic substances on the Leased Premises or the Airport caused or permitted by Tenant results in any contamination of the Leased Premises or the Airport, Tenant shall promptly take all actions at its sole expense as are necessary to return the Leased Premises and the Airport to the condition existing prior to the introduction of any such hazardous materials or toxic substances; provided that, City's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions, in City's sole and absolute discretion, would not potentially have any material adverse long-term or short-term effect on the Leased Premises or the Airport. (b) Testing Wells. City shall have the right, at any time, to cause testing wells to be installed on or about the Leased Premises and/or the Airport, in a manner that will not unreasonably interfere with the Tenant's use of the Leased Premises, and may, at its option, cause the ground water, soil and air to be tested to detect the presence of hazardous materials or toxic substances at least once every twelve (12) months during the term of the Agreement by the DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 use of such tests as are then customarily used for such purposes. City shall provide Tenant with thirty (30) days prior written notice if it determines such testing wells are to be installed in order to minimize disruption to Tenant's business operations. If Tenant so requests, City shall supply Tenant with copies of such test results. City shall bear the cost of such tests and of the maintenance, repair and replacement of such wells, unless such test indicates that the presence of hazardous materials or toxic substances are the result of Tenant's operations on the Leased Premises. In that event, the cost of such tests and of the maintenance, repair and replacement of such wells shall be fully paid for by Tenant within ten (10) days after receiving a statement of charges from City. (c) Access. City and City's agents shall have the right to inspect the Premises for the purposes of ascertaining Tenant's compliance with this Agreement, Airport Minimum Standards and Airport Rules and Regulations with notice at least five (5) days in advance of any inspection. The cost of such inspections shall be paid by City, unless such inspection reveals the presence of hazardous materials or toxic substances are the result of Tenant's operations on the Premises. In the event of a release, spill or mishandling of hazardous materials or toxic substances, Tenant shall immediately inform City verbally and in writing. Such notice shall identify the hazardous materials or toxic substances involved and the emergency procedures taken. (d) Assignment and Subletting. It shall not be unreasonable for City to withhold its consent to any proposed assignment or sublease if: (A) the proposed assignee's or subtenant's anticipated use of the Leased Premises or the Airport involves the generation, storage, use, treatment or disposal of hazardous materials or toxic substances; (B) the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to take remedial action in connection with hazardous materials or toxic substances contaminating a property if the contamination resulted from such assignee's or subtenant's actions or use of the property in question; or (C) the proposed assignee or subtenant is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of any hazardous materials or toxic substances. (e) Definitions. As used herein, the terms "hazardous materials and/or toxic substances" mean (A) any hazardous or toxic substance, material or waste which is or becomes regulated by any local, state or federal government or special district, (B) designated as a "hazardous substance" pursuant to Section 1311 of the Federal Water Pollution Control Act (33 USC Section 1317), (C) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 USC Section 6901, et seq. (42 USC Section 6903), (D) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC Section 9601, et seq. (42 USC Section 9601), (E) defined as a "hazardous waste" or as a "hazardous substance" pursuant to Section 25117 or 25316 of the California Health and Safety Code, (F) substances defined as “hazardous materials” in the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101 et seq., (G) any infectious wastes or substances, or (H) petroleum and any by-products thereof. References herein to specific statutes or laws shall also be references to any amendments of or applicable successor statutes or laws. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 (f) Delivery of Inventory and Plans. During the term of the Agreement, Tenant shall immediately deliver to City (A) a new list of all such hazardous materials and toxic substances, each time Tenant adds or changes the materials or substances it may use and each time a material or substance used by Tenant becomes included within the definition of hazardous materials or toxic substances under this Agreement (due to new or revised laws or otherwise), and (B) copies of all reports required by any and all regulatory agencies governing the use, handling, storage and disposal of hazardous materials or toxic substances. Tenant shall obtain City’s written consent prior to the use or storage of any such added or changed materials or substances. (g) Insurance. Any increase in the premium for insurance carried by City or required of Tenant under this Agreement on the Leased Premises or the Airport which arises from Tenant's use and/or storage of these materials shall be solely at Tenant's expense. Tenant shall procure and maintain at its sole expense such additional insurance as may be necessary to comply with any requirement of any federal, state or local governmental agency or special district with jurisdiction. (h) Storage. It is the intent of the parties hereto that the provisions of this Section 5.5 regarding the use and handling of hazardous materials and toxic substances shall also apply to Tenant's storage upon the Leased Premises of any substances, including, but not limited to, gasoline and diesel fuels, in above or below-ground storage tanks. 6.OPERATING EXPENSES. 6.1 Taxes and Assessments. Tenant shall pay without abatement, deduction or offset all real and personal property taxes, general and special assessments, and other charges of every description levied on or assessed against the Leased Premises, improvements located on the Leased Premises, personal property located on or in the land or improvements, the leasehold estate, or any subleasehold estate, to the full extent of installments falling due during the term, whether belonging to or chargeable against City or Tenant. Tenant shall make all such payments directly to the charging authority at least fifteen (15) days before delinquency and before any fine, interest or penalty shall become due or be imposed by operation of law for nonpayment. If, however, the law permits the payment of any or all of the above items in installments (whether or not interest accrues on the unpaid balance), Tenant may, at Tenant's election, utilize the permitted installment method, but shall pay each installment with any interest before delinquency. Tenant shall pay any charge or levy only upon the rent payable by the Tenant under this Agreement to City, and any tax in lieu of property tax, but shall not be required to pay any franchise, state inheritance, succession, capital levy or transfer tax of the City, or any income, excess profits or revenue tax, or any other tax, assessments or charge attributable to City. In addition, City shall be solely responsible for any income taxes assessed against City arising out of its operation of the Airport or related to the rents received from Tenant. If at any time during the term of this Agreement any tax, however described, is levied or assessed against City as a substitute, in whole or in part, for any real property taxes, or in addition to such real property taxes, Tenant shall pay before delinquency the substitute or additional tax or excise. Such substitutes include, but are not limited to, any possessory interest tax imposed on Tenant by California Revenue and Taxation Code Sections 103 and 107. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 Tenant recognizes and understands that this Agreement may create a possessory interest subject to property taxes pursuant to Revenue & Taxation Code Section 107.6 and that, if a possessory interest is created, Tenant shall, in accordance with this Section 5, be responsible for payment of property taxes levied against such possessory interest. Any documentary transfer tax assessed upon the creation of a leasehold interest in the Premises under this Agreement shall be paid by Tenant. Tenant hereby expressly acknowledges that City has given Tenant notice that Tenant's possessory interest in the demised premises may be taxed. Tenant’s initials (a) Proof of Compliance. Tenant shall furnish to City at least fifteen (15) days before the date when any tax, assessment or charge would become delinquent, receipts or other appropriate evidence establishing their payment. Tenant may comply with this requirement by retaining a tax service to notify City when the taxes have been paid. (b) Proration. Taxes and assessments determined from the latest information available for the first and, if Tenant is not in default under this Agreement, the last year of this Agreement shall be prorated between the City and Tenant on the basis of a three hundred sixty- five (365) day year for any fractional portion of a tax fiscal year commencing July 1st and ending June 30th included within the term of this Agreement. (c) Payment by City. In the event Tenant fails to pay such taxes or assessments, City may, at its option, after giving fifteen (15) days' notice to Tenant, pay any such taxes or assessments together with all penalties and interest which may have been added thereto by reason of any such delinquency or failure to pay, and may likewise redeem the Leased Premises or any part thereof, or the buildings or improvements located thereon, from any tax sale or sales. Any such amounts so paid by City shall become immediately due and payable as additional rent by Tenant to City, together with interest thereon at the maximum lawful rate from the date of payment by City until paid by Tenant. Any such payment shall not be deemed to be a waiver of any other rights of City hereunder. Tenant may, in good faith, contest any such tax or assessment at its expense. However, Tenant shall defend itself and City against the same and shall pay and satisfy any judgment including all penalties and interest that may be rendered thereon. City may require Tenant to furnish City a surety bond or other security reasonably satisfactory to City in an amount equal to such contested tax or assessment, indemnifying City against liability for such tax or assessment and holding the Leased Premises free from the effect of such tax or assessment. City shall cooperate with Tenant in any such contest and shall execute any necessary legal documents incident thereto, but shall be held harmless by Tenant against all costs or expenses incident to such cooperation. 7.UTILITIES AND SERVICES. 7.1 Utilities. During the term of this Agreement, Tenant agrees to pay all charges and expenses in connection with utility services furnished to the Leased Premises and to protect City and the Leased Premises from all such charges and expenses. If any utilities are not separately DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 metered for the Leased Premises, Tenant will arrange for separate meters at Tenant's expense and Tenant shall contract directly with utility providers. If separate meters are not possible, Tenant shall reimburse City for Tenant's pro rata share, as reasonably determined by City, of all shared utilities within ten (10) days after billing by City. 7.2 Tenant acknowledges that City has no obligation to provide utilities except those already furnished as of the date of this Agreement to the Premises or additional utilities. City shall not be liable to Tenant under any circumstances for damages or loss to Tenant's property, injury to person or property, or consequential damages, however occurring, through, in connection with, or incidental to failure to furnish or interruption of any utilities or services. 7.3 Tenant shall comply with all rules and regulations which City, any governmental agencies or authorities, or any utility company may establish for the use, proper functioning and protection of any such utility. 8.REPAIRS AND MAINTENANCE. 8.1 Tenant's Obligations to Maintain and Repair. Tenant shall maintain, or cause to be maintained, the Leased Premises and every part thereof in good order, condition and repair according to standards determined by City (whether or not such part of the Leased Premises requiring repair, or the means of repairing the same, are reasonably or readily accessible to Tenant, and whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of such part of the Leased Premises), including, without limiting the generality of the foregoing, (A) all buildings, structures or fixtures, including foundations, roofs, ceilings, floors, interior and exterior walls, (B) store fronts, windows, doors, hangar doors, plate glass, showcases, skylights, entrances and vestibules located within the Leased Premises, (C) automobile and aircraft pavement, driveways, landscaping, parking lots, fences and signs, and (D) all sprinkler systems, plumbing, sewers, drainage devices, heating, air conditioning, electrical facilities, equipment and other utilities or facilities serving the Leased Premises. Tenant shall commence any repair within thirty (30) days after the receipt by Tenant of written notice of the need for such repair, including any notice from City. City shall not be liable to Tenant by reason of any injury to or interference with Tenant's business arising from or connected with the need for or the making of any repairs, alterations or improvements. All repairs, modifications or improvements to the Leased Premises shall be performed in accordance with the building standards of the City, and it shall be the responsibility of Tenant to secure appropriate permits from the City. Tenant shall keep the exterior of the improvements on the Leased Premises in a reasonably neat and attractive condition, free from waste or debris, and replace any trees, shrubs, plants, and ground cover as may be needed. Tenant shall screen and landscape all outside storage areas and service yards of the Leased Premises with fencing and landscaping approved by City, and shall not allow any temporary structures or facilities on the Leased Premises, without City's reasonable approval. 8.2 City's Remedies. In the event Tenant fails to perform its obligations under Section 8.1, City may, pursuant to Section 14.4 of this Agreement, after thirty (30) days' written notice to Tenant to cure such failure, enter upon the Leased Premises and put the same in good order, condition and repair, DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 8.3 No City Obligations. City shall have no obligation to make any repairs to the Leased Premises other than as expressly and specifically set forth in this Agreement. Tenant hereby waives any and all rights provided in Sections 1941 through 1942, inclusive, of the Civil Code of California and hereby waives, to the extent permissible, any rights other than statutes or laws now or hereafter in effect which are contrary to the obligations of Tenant under this Agreement, or which place obligations upon City in addition to those provided in this Agreement. 8.4 City's Reservations of Rights. During the term of this Agreement, City reserves the right, in its sole discretion, to reconstruct, alter or improve the aircraft pavement areas of the Leased Premises, to such standards as it shall determine; provided, however, if such reconstruction, alteration or improvement to the aircraft pavement areas would result in a material adverse effect on Tenant's use of the Leased Premises, the parties hereto shall meet and confer prior to the commencement of such reconstruction, alteration or improvement. Tenant hereby acknowledges that City has no obligation to make such alterations or improvements. 8.5 Indemnity. Tenant shall indemnify and save harmless City against all actions, claims and damages by reason of (A) Tenant's failure to perform the terms of this Section 8, or (B) Tenant's nonobservance or nonperformance of any law, ordinance or regulation applicable to the Leased Premises, and any liability or duty to repair imposed by the laws of California. 9.PLANS AND SPECIFICATIONS; CONSTRUCTION; LIENS AND CLAIMS. 9.1 Approval of Plans. No improvement shall be erected, placed, altered or maintained on the Leased Premises unless plans and specifications have been approved in writing by City, at City’s sole discretion. Prior to commencing construction of any building, structure or improvement (not including the internal layout) on the Leased Premises, Tenant shall notify City of the date of commencement and expected completion thereof and shall submit for approval plans and specifications in accordance with applicable rules and regulations of the City. Notwithstanding the foregoing, City acknowledges that City has approved plans for Tenant to grade and place road base material on the Leased Premises (the “Road Base Work”). 9.2 Time for Approval. Tenant shall notify City in writing when completed plans and specifications for improvements to be erected, placed or altered on the Premises have been submitted to City ("Notice"). Such plans and specifications shall be processed in accordance with the normal procedures of the City. If City does not approve the plans and specifications, it shall notify Tenant of the reasons for its disapproval, and failure to so notify Tenant shall be deemed approval of the plans and specifications. By approving the plans and specifications, City does not represent or warrant that such plans and specifications comply with applicable law. Tenant shall be responsible, at Tenant's sole cost and expense, for securing all necessary governmental or quasi-governmental approvals of the plans and specifications and for securing all permits necessary to construct and operate any improvements or Approved Improvements. 9.3 Intentionally Omitted. 9.4 Commencement of Construction. Once Tenant has commenced construction, Tenant shall pursue the same with reasonable speed and dispatch in compliance with the DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 approved plans and specifications. All construction shall be in accord with all applicable laws, ordinances and regulations. Tenant's construction shall not interfere with City's operation of the Airport, and Tenant shall comply with all directives of City related thereto. If Tenant is prevented from completing improvements on account of strikes, lockouts, failure of contractor or subcontractors, inability to procure material or labor in the free market, governmental restrictions, fire, earthquake, the elements, or other casualty or similar extraordinary conditions beyond Tenant's reasonable control (excluding financial difficulties, economic conditions or inability to obtain governmental approvals), then the Tenant shall thereafter proceed with all reasonable speed and dispatch to complete the improvements. 9.5 Liabilities. By approving plans and specifications, City assumes no liability therefor, or for any defect resulting from the plans and specifications. Tenant indemnifies and shall hold City harmless from any damage, loss or prejudice claimed, and from all expenses incurred arising out of approvals of plans and specifications or any improvement on the Premises. Tenant hereby assigns to City all warranties and guarantees of all material suppliers, contractors and subcontractors furnishing material or labor or otherwise relating to any improvements or Approved Improvements. 9.6 Approved Buildings and Improvements. All of the improvements shown in the approved plans and specifications constitute the "Approved Improvements." Substantial modifications to Approved Improvements shall be made only with prior written approval of City, except that City's prior written approval shall not be required for changes to the interior of any building on the Leased Premises. Notwithstanding the foregoing, nothing in this Section 9.6 shall limit, alter, or waive the building and permit requirements of the City. 9.7 Notice of Work. Before commencement of any construction, alteration, addition, replacement or restoration of any building, structure or other improvement (excluding the Road Base Work), Tenant shall (A) give to City written notice of the work to be performed, specifying the nature and location of the intended work and the expected date of commencement and completion thereof; and (B) provide City with written plans and specifications therefor, and shall have obtained the written approval thereof from the City as required above. City reserves the right at any time and from time to time to post and maintain on the Leased Premises such notices as may be necessary to protect City against liability for all such liens and claims. 9.8 Covenant Against Liens and Claims. Tenant shall not allow or permit to be enforced against the Leased Premises or any part thereof, any mechanic's, materialmen's, contractor's or subcontractor's liens arising from any claim growing out of work of any construction, repair, restoration, replacement or improvement, or any other claim or demand no matter how the same may arise. Tenant shall pay or cause to be paid all of said liens, claims or demands before any lawsuit is brought to enforce them against the Leased Premises. Tenant agrees to indemnify and hold the City and the Leased Premises free and harmless from all liability for any and all such liens, claims and demands, together with reasonable attorneys' fees and all costs and expenses incurred by City in connection therewith. 9.9 Tenant's Right to Contest Liens. Notwithstanding anything to the contrary set forth above, if Tenant shall in good faith contest the validity of any such lien, claim or demand, then Tenant shall, at its expense, defend itself and City against the same and shall pay and satisfy DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 any adverse judgment that may be rendered thereon before the enforcement thereof against City or the Leased Premises. A condition to Tenant's right to contest the validity of any lien, claim or demand shall be that if City shall require, Tenant shall furnish to City evidence of a surety bond satisfactory to City in an amount at least equal to the contested lien, claim or demand, the effect of which is to indemnify City against liability for the same, and to hold the Leased Premises free from the effect of such lien or claim. 9.10 City Paying Claims. In the event Tenant shall fail to pay and discharge or cause to be paid and discharged, when due and payable, any tax, assessment or other charge upon or in connection with the Leased Premises, or any lien or claim for labor or material employed or used or any claim for damages arising out of the construction, repair, restoration, replacement, maintenance and use of the Leased Premises and any improvements thereon, or any judgment on any contested lien or claim, or any insurance premium or expense in connection with the Leased Premises and improvements, or any other claim, charge or demand which Tenant has agreed to pay or cause to be paid under the terms of this Agreement, and if Tenant, after thirty (30) days' written notice from City to do so shall fail to pay and discharge the same, or in the event Tenant contests such tax, assessment, claim or charge and fails to post security as provided elsewhere in this Agreement, then City may, at his option, pay any such tax, assessment, insurance expense, lien, claim, charge or demand, or settle or discharge any action therefor, or judgment thereon, and all costs, expenses and other sums incurred or paid by City in connection with any of the foregoing shall be paid by Tenant to City upon demand, together with ten percent (10%) interest thereon from the date incurred or paid. Any default in such repayment by Tenant shall constitute a breach of the covenants and conditions of this Agreement. 9.11 Prevailing Wage. Tenant acknowledges that any improvements, alterations or repairs on the Leased Premises, may be subject to the payment of prevailing wage under the provisions of the California Labor Code. To the extent any such improvements, alterations, or repairs are subject to prevailing wage requirements, the following shall apply: (a) Tenant shall and shall cause its contractors and subcontractors to: pay prevailing wages in the construction of any improvements, or alterations on the Leased Premises, or any other work as those wages are determined pursuant to Labor Code Sections 1720 et seq.; to employ apprentices as required by Labor Code Sections 1777.5 et seq.; and comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the Department of Industrial Relations (the “DIR”) for all such Labor Code sections. (b) Tenant shall indemnify, hold harmless and defend (with counsel selected by the City), to the extent permitted by applicable law, City, its councilmembers, commissioners, officials, employees and agents, against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Tenant, or its contractors or subcontractors) to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., to hire apprentices in accordance with Labor Code Sections 1777.5 et seq., or to comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1725.5, 1771, 1771.1, 1771.4, 1776, 1777.5 et seq., 1810-1815 and the implementing regulations of the DIR in connection with the work performed pursuant to this Agreement. The provisions of this Section shall survive expiration or earlier termination of this Agreement. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 10.REPAIR AND RESTORATION. 10.1 If during the term of this Agreement any building or improvement on the Leased Premises or any part thereof shall be damaged or destroyed by fire or other casualty, Tenant shall, at its sole cost and expense, repair or restore the same according to the original plans thereof or to such modified plans as shall be previously approved in writing by City pursuant to Section 8. If such damage or destruction occurs during the last eighteen (18) months of the Agreement term Tenant shall have no duty to repair or restore, and if Tenant elects not to repair or restore, this Agreement shall terminate and City shall receive all insurance proceeds that are attributable to those improvements that would become the property of the City pursuant to Section 15. Such work of repair or restoration shall be commenced within one hundred twenty (120) days after the damage or loss occurs and shall be completed with diligence but not longer than one (1) year after such work is commenced, provided, however, that the time for completion of such repair and restoration shall be extended as appropriate. If insurance proceeds provided for above shall be insufficient for the purpose of such restoration and repair, or if the casualty is one not required to be insured against, then Tenant shall make up the deficiency out of its own funds. Tenant waives the provisions of Civil Code Sections 1932(2) and 1933(4) with respect to any destruction of the Leased Premises. 11.INDEMNITY. 11.1 City's Non-liability. City shall not be liable for any loss, damage or injury of any kind to any person or property arising from any use of the Leased Premises, or any part thereof, or caused by any defect in any building, structure or other improvement thereon or in any equipment or other facility therein, or caused by or arising from any act or omission of Tenant or any of its agents, employees, licensees or invitees, or by or from any accident on the Leased Premises or any fire or other casualty thereon, or occasioned by the failure of Tenant to maintain the Leased Premises and all improvements thereto in a safe condition, or arising from any other cause except where caused by the sole negligence or willful misconduct of City, its agents or employees. 11.2 Indemnification. To the fullest extent permitted by law, Tenant shall, at Tenant's sole expense and with counsel reasonably acceptable to City, defend, indemnify, and hold harmless City and City's officers, officials, employees and agents from and against all claims, (including demands, losses, actions, causes of action, damages, liabilities, expenses, charges, assessments, fines or penalties of any kind, and costs including consultant and expert fees, costs of investigation, court costs and attorney’s fees) from any cause, arising out of or relating (directly or indirectly) to this Agreement, the tenancy created under this Agreement, or the Premises, including without limitation: (a) The use or occupancy, or manner of use or occupancy, of the Leased Premises or buildings by Tenant; (b) Any act, error or omission, or negligence of Tenant or of any subtenant, invitee, guest, contractor or licensee or Tenant or any subtenant in, on, or about the Leased Premises; DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 (c) Tenant’s conducting or managing of its business; (d) Any alterations, activities, work, or things done, omitted, permitted, allowed, or suffered by Tenant in, at, or about the Leased Premises or buildings, including the violation of or failure to comply with any insurance requirements or any applicable laws, statues, ordinances, standards, rules, regulations, orders, decrees, or judgments in existence on the Commencement Date or enacted, promulgated, or issued after the date of this Agreement, and; (e) Any breach or default in performance of any obligation on Tenant’s part to be performed under this Agreement, whether before or during the term of this Agreement or after its expiration or earliest termination. 11.3 This indemnification extends to and includes, without limitation, claims for: (a) Injury to any persons (including death at any time resulting from that injury); (b) Loss of, injury or damage to, or destruction of property (including loss of use at any time resulting from that loss, injury, damage, or destruction); and (c) All economic losses and consequential or resulting damage of any kind. 11.4 Tenant’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all claims against City involving any of the indemnified matters are fully, finally, and absolutely barred by the applicable statutes of limitations. 12.INSURANCE. 12.1 Required Insurance Coverage. Prior to commencing any work or operations under this Agreement, Tenant at its sole cost and expense and for the Term of this Agreement, all extensions thereof, shall obtain and maintain or shall cause to be obtained and maintained insurance against claims for injuries to persons or damages to property which may arise from or in connection with the activities of Tenant and its agents, employees and contractors, meeting at least the minimum insurance requirements set forth in Exhibit “C”, attached hereto and incorporated herein by this reference, on terms and conditions and in amounts as required by City from time to time and with insurers acceptable to City. 12.2 Tenant shall provide City with certificates of insurance or copies of all policies and such endorsements as may be required by City. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager of the City of Palm Springs (“Risk Manager”). 13.DEFAULT. 13.1 Events of Default. The occurrence of any of the following shall constitute an event of default of this Agreement on the part of the Tenant: DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 (a) Tenant fails to make the payment of any installment of rent or other sum when due hereunder (“Monetary Default”) within fifteen (15) days from when due. (b) Failure to perform any obligation, agreement or covenant under this Agreement (“Non-Monetary Default”) and such failure continues for thirty (30) days after written notice of such failure, or if such Non-Monetary Default cannot be cured within thirty (30) days, Tenant has not commenced corrective action and prosecuted the same to completion with due diligence, or the Non-Monetary Default is of such a nature that it cannot be cured by any action of Tenant. (c) Failure to pay any insurance premium, lien, claim, demand, judgment or other charge provided for in this Agreement to be paid or caused to be paid by Tenant at the time and in the manner as provided for in this Agreement. (d) Abandonment or vacation of the Leased Premises for a continuous period in excess of thirty (30) days without payment of rent. Tenant waives any right to notice Tenant may have under Section 1951.3 of the Civil Code of the State of California, the terms of this Section 13.1 being deemed such notice to Tenant as required by said Section 1951.3. (e) Default by Tenant under the terms of any mortgage on the estate of Tenant (beyond any applicable notice and cure period). (f) The filing of any voluntary petition in bankruptcy by Tenant, or the filing of an involuntary petition by Tenant's creditors, which involuntary petition remains undischarged for a period of thirty (30) days. If under applicable law, the trustee in bankruptcy or Tenant has the right to affirm this Agreement and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Agreement and provide to City such adequate assurances as may be necessary to ensure City of the continued performance of Tenant's obligations under this Agreement. (g) The attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or Tenant's leasehold of the Leased Premises, if such attachment or other seizure remains undismissed or undischarged for a period of thirty (30) days after the levy thereof. (h) The admission by Tenant in writing of its inability to pay its debts as they become due; (i) A general assignment by Tenant for the benefit of creditors. 14.REMEDIES IN EVENT OF DEFAULT. 14.1 Termination. In the event of the occurrence of any event of default, City shall have the right to give a written termination notice to Tenant, and on the date specified in such notice, Tenant's right to possession shall terminate, and this Agreement shall terminate unless on or before such date all rent in arrears and all reasonable costs and expenses incurred by or on behalf of City hereunder shall have been paid by Tenant and all other events of default of this DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 Agreement by Tenant at the time existing shall have been fully remedied to the reasonable satisfaction of City. At any time after such termination, City may recover possession of the Leased Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the same, including any subtenant or subtenants notwithstanding City's consent to any sublease, by any lawful means, and again repossess and enjoy the Leased Premises without prejudice to any of the remedies that City may have under this Agreement, or at law or equity by any reason of Tenant's default or of such termination. City hereby reserves the right, but shall not have the obligation, to recognize the continued possession of any subtenant. The delivery or surrender to City by or on behalf of Tenant of keys, entry codes, or other means to bypass security at the Leased Premises shall not terminate this Agreement. 14.2 Continuation after Default. Even though an event of default may have occurred, this Agreement shall continue in effect for so long as City does not terminate Tenant's right to possession under Section 14.1 hereof. City shall have the remedy described in California Civil Code Section 1951.4 ("City may continue this Agreement in effect after Tenant's breach and abandonment and recover rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations"), or any successor code section. Accordingly, if City does not elect to terminate this Agreement on account of any event of default by Tenant, City may enforce all of City's rights and remedies under this Agreement, including the right to recover rent as it becomes due. Acts of maintenance, preservation or efforts to lease the Leased Premises or the appointment of a receiver under application of City to protect City's interest under this Agreement or other entry by City upon the Leased Premises shall not constitute an election to terminate Tenant's right to possession. 14.3 Damages After Default. Should City terminate this Agreement pursuant to the provisions of Section 14.1 hereof, City shall have the rights and remedies of a City provided by Section 1951.2 of the Civil Code of the State of California, or any successor code sections. Upon such termination, in addition to any other rights and remedies to which City may be entitled under applicable law or at equity, City shall be entitled to recover from Tenant: (1) the worth at the time of award of the unpaid rent and other amounts which had been earned at the time of termination, (2) the worth at the time of award of the amount by which the unpaid rent and other amounts that would have been earned after the date of termination until the time of award exceeds the amount of such rent loss that Tenant proves could have been reasonably avoided; (3) the worth at the time of award of the amount by which the unpaid rent and other amounts for the balance of the Term after the time of award exceeds the amount of such rent loss that the Tenant proves could be reasonably avoided; and (4) any other amount and court costs necessary to compensate City for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Agreement or which, in the ordinary course of things, would be likely to result therefrom. The "worth at the time of award" as used in (3) above shall be computed by discounting such amount at the Federal Discount Rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). If this Agreement provides for any periods during the Term during which Tenant is not required to pay rent or if Tenant otherwise receives a rent concession, then upon the occurrence of an event of default, Tenant shall owe to City the full amount of such rent or value of such rent concession, plus five percent (5%) interest, calculated from the date that such rent or rent concession would have been payable. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 14.4 City’s Option to Cure. Notwithstanding the foregoing, if Tenant fails to provide necessary repair and maintenance of the Premises and all improvements thereon, City shall have the right but not the obligation, after notice provided, and failure of Tenant to cure or commence and diligently pursue a cure to such default, to enter the Leased Premises and take all corrective action necessary in the sole judgment of City. Any such entry shall be at the sole risk and expense of Tenant. Tenant shall immediately, upon presentation of a statement therefor, reimburse City for all costs incurred by City in taking such corrective action with interest on said sums from the date of payment by City at the lower of: (A) the highest rate allowed by law; or (B) two points over the prime rate charged from time to time by the Bank of America, or if the Bank of America no longer exists, an equivalent institution. Nothing in this Section shall: (i) require City to take any corrective action on the Leased Premises; (ii) diminish the rights and remedies of City under this Agreement, whether or not City elects to take such corrective action; and (iii) cause a waiver by City of any of its rights and remedies under this Agreement. Any such reentry shall be allowed by Tenant without hindrance, and City shall not be liable in damages for any such reentry, or be guilty of trespass or forcible entry. 14.5 Remedies Cumulative. All of City’s rights, privileges and elections or remedies are cumulative and not alternative, to the extent permitted by law and except as otherwise provided herein. 14.6 Replacement of Statutory Notice Requirements. When this Agreement requires service of a notice, that notice shall replace rather than supplement any equivalent or similar statutory notice, including any notice required by California Code of Civil Procedure Section 1161 or any similar or successor statute. When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Agreement) in the manner required by this Section shall replace and satisfy the statutory service-of-notice procedures, including those required by California Code of Civil Procedure Section 1162 or any similar or successor statute. 15.SURRENDER OF LEASED PREMISES. 15.1 Upon expiration or termination of this Agreement, Tenant shall vacate and surrender possession of the Leased Premises to City. If Tenant fails to do so, City may immediately commence eviction proceedings in conformance with applicable law. 15.2 Reversion of Improvements. Unless otherwise stated herein, upon expiration or earlier termination of this Agreement, at City’s option, the ownership of improvements made to the Leased Premises shall transfer and become the property of City. If City elects not to claim such property, Tenant shall remove and/or demolish any and/or all improvements (as designated by City) and return the Leased Premises to its original condition and character, ordinary and reasonable wear and tear excepted. Notwithstanding anything herein to the contrary, Tenant shall have no obligation to remove the Base Road Work. 15.3 In the event that Tenant fails to return the Leased Premises in good condition, City may perform any work necessary to correct deficiencies at Tenant’s sole cost and expense. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 15.4 Tenant shall remove all personal property upon expiration and/or termination of this Agreement. If Tenant fails to do so, City may remove and dispose of all personal property at Tenant’s sole risk, cost, and expense and without any liability to City. 16.ASSIGNMENT AND SUBLETTING. 16.1 Restriction of Assignment. Except as provided in Section 20 of this Agreement entitled "Hypothecation of Leasehold Interest," Tenant shall not encumber, assign or otherwise transfer this Agreement, or any right or interest hereunder, or in or to any of the improvements constructed or installed on the Leased Premises, in whole or in part, without the prior written consent of City, which may be withheld in City’s sole discretion. If Tenant is a corporation or a partnership, any change in Tenant which would be a "change in ownership" pursuant to California Revenue and Taxation Code Sections 60 et seq. shall be deemed an assignment subject to City's consent. It shall not be unreasonable for City to withhold or condition its consent based on the prospective assignee's financial strength, credit history or any other factor which City reasonably believes germane to a tenant's ability and willingness to perform the obligations of this Agreement. No such assignment shall release Tenant of further liability under this Agreement unless express written approval is signed by City. 16.2 Restriction on Subleasing. Tenant may not sublease all or any portion of the Leased Premises or the improvements constructed or installed on the Leased Premises without the prior written consent of City, which may be withheld in City’s sole discretion. (a) Any such sublease shall provide: (A) such subleasing shall be subject to the terms of this Agreement; (B) such subleasing shall comply with all applicable statutes and regulations, including, without limitation, the California Subdivision Map Act and the provisions of Section 20 hereof; (C) all building improvements and alterations constructed on the Leased Premises shall have been approved by City pursuant to Section 22 of this Agreement; (D) Tenant shall remain liable under this Agreement; (E) subtenant shall not be permitted to further assign or sublet the Leased Premises to any person or entity, including the affiliated entities stated above; and (F) each sublease shall contain a provision satisfactory to City requiring the subtenant, if City shall so demand as provided below, to attorn to City if Tenant defaults under this Agreement, and if the subtenant is notified of Tenant's default and instructed to make subtenant's rental payments to City, but City shall have no obligation to recognize the subtenant or to allow any subtenant to remain in possession upon the default of Tenant. Tenant's failure to comply with any of the foregoing requirements shall render any such sublease void. 16.3 Effect of Failure to Comply. Except as provided above, no encumbrance, assignment or other transfer, whether voluntary, involuntary, by operation of law, under legal process, through a receivership, bankruptcy or otherwise, shall be valid or effective without the prior written consent and approval of City. Except as provided in Section 16.1 and 16.2, if Tenant attempts to make or allow to be made any subleasing, encumbrance, assignment or other transfer except in accordance with the provisions of this Section 16, then any of the foregoing events shall be deemed a breach of the conditions and restrictions of this Agreement, and upon such breach, City may, at its option, terminate this Agreement at once by written notice, and upon such termination this Agreement shall end and be of no further force. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 17.CITY’S RIGHT TO SELL ITS INTEREST. 17.1 City's Right to Sell. City shall have the right to sell all of its interest in the Leased Premises and any lease with respect thereto. If City chooses to exercise such right to sell, and whether such sale is to a public entity or non-public entity, City shall conduct the sale in accordance with the legal requirements imposed upon a municipality by law. 17.2 City's Release from Liability Upon Sale. In the event of any such sale by City, City shall be and is hereby entirely freed and relieved of all liability under all of its covenants and unaccrued obligations contained in or derived from this Agreement arising out of any act, occurrence or omission occurring after the consummation of such sale. 18.ESTOPPEL CERTIFICATES. 18.1 City and Tenant shall, respectively, at any time and from time to time upon not less than ten (10) days' prior written request by the other, deliver to the requesting party an executed and acknowledged statement in writing certifying: (a) That this Agreement is unmodified and in full force and effect (or if there has been any modification(s) thereof that the same is in full force and effect as modified, and stating the nature of the modification or modifications); (b) That to its knowledge the requesting party is not in default under this Agreement (or if any such default exists, the specific nature and extent thereof), (c) The date to which rent and other charges have been paid in advance, if any; and (d) Such other statements as City or Tenant reasonably requests. 18.2 Each certificate delivered pursuant to this Section may be relied on by any prospective purchaser or transferee of the Leased Premises or of City's or Tenant's interest hereunder or by any fee mortgagee of the Leased Premises or of City's or Tenant's interest hereunder or by any assignee of any such mortgagee. Tenant shall be liable to City for all damages suffered by City attributable to Tenant's failure to timely deliver an accurate estoppel, including loss or renegotiation of a sale, financing or bond financing. 19.SUBORDINATION FOR BENEFIT OF CITY. 19.1 If City desires this Agreement to be subordinated to any mortgage, deed of trust or other encumbrance ("Fee Mortgage") now or hereafter placed upon the Leased Premises by City, and all advances, whether obligatory or optional made on the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof, this Agreement, at City's election, shall be subordinate to any such Fee Mortgage provided City first obtains from the lender a written agreement that provides substantially as follows: As long as Tenant performs its obligations under this Agreement, no foreclosure of, deed given in lieu of foreclosure of, or sale under the encumbrance, and no steps or procedures taken under the encumbrance, shall affect Tenant's rights under this Agreement. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 20.HYPOTHECATION OF LEASEHOLD INTEREST. 20.1 Tenant is hereby given the right by City, in addition to any other rights herein granted, without City's prior written consent, to mortgage its interest in this Agreement, under one or more leasehold Mortgage(s) and assign its interest in this Agreement, as collateral security for such Mortgage(s) to secure any bona fide loan upon the condition that all rights acquired under such leasehold Mortgage(s) shall be subject to each and all of the covenants, conditions and restrictions set forth in this Agreement, and to all rights and interest of City herein, none of which covenants, conditions or restrictions is or shall be deemed waived by City by reason of the right given so to mortgage such interest in this Agreement, except as expressly provided herein. If Tenant shall mortgage this leasehold, and if the holder(s) of such Mortgage(s) shall, within thirty (30) days of execution, send to City a true copy thereof, together with written notice specifying the name and address of the Mortgagee(s) and the pertinent recording data with respect to such Mortgage(s), City agrees that (effective upon receipt of such notice) so long as any such leasehold Mortgage(s) shall remain unsatisfied of record or until written notice of satisfaction is given by the holder(s) to City, the following provisions shall apply: (a) Except for the natural expiration of the term of this Agreement, there shall be no cancellation, surrender or material modification of this Agreement by joint action of City and Tenant without the prior consent in writing of the leasehold Mortgagee(s); (b) City shall, upon serving Tenant with any notice of default, simultaneously serve a copy of such notice upon the holder(s) of record of such leasehold Mortgage(s). The leasehold Mortgagee(s) shall thereupon have sixty (60) days, after service on it of such a notice, either to cure such default or breach, if the same can be cured by the payment of money, or if such default or breach is not so curable or cannot be remedied within said sixty (60) day period, if such holder, within said period, shall (A) commence in good faith to cure such default or breach if curable and thereafter diligently prosecute the same to completion, or (B) institute proceedings for the foreclosure of such mortgage and thereafter diligently prosecute the same to completion; provided such holder keeps and performs all of the covenants and conditions of this Agreement herein provided to be kept and performed by Tenant, and capable of being performed by such holder, until such time as Tenant or such holder shall cure any defaults hereunder (if curable) or until the leasehold hereunder shall be either sold upon foreclosure pursuant to any such mortgage or shall be released from said mortgage or reconveyed thereunder. (c) The time periods set forth immediately above shall be extended for delays occasioned by the application of any law, rule, court order or court decree restraining or prohibiting such leasehold Mortgagee(s) from taking any such action. If such leasehold Mortgagee(s) undertakes to so cure any such default by Tenant in accordance with the terms and conditions set forth in this Section, City shall not terminate this Agreement. If the leasehold Mortgagee(s) has fully complied with the foregoing provisions of this Section but all such defaults of Tenant have not been cured by the time that Tenant's interest under this Agreement is sold by a judicial or nonjudicial foreclosure sale or by deed in lieu of foreclosure, the party who acquires such leasehold estate and interest through such foreclosure sale or deed in lieu of foreclosure shall not be in default hereunder by reason of such uncured defaults, provided such DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 party diligently prosecutes to completion the curing of all such defaults which are curable by such party. (d) Notwithstanding anything contained herein to the contrary, if City shall elect to terminate this Agreement by reason of any default of Tenant, the leasehold Mortgagee(s) shall have the right to postpone and extend the specified date for termination of this Agreement as fixed by City in its notice of termination, for a period of six (6) months, provided that such leasehold Mortgagee(s) shall cure or cause to be cured any then existing money defaults and meanwhile pay the rent and comply with and perform all of the other terms, conditions and provisions of this Agreement on Tenant's part to be complied with and performed, and capable of being performed by such holder, other than past nonmonetary defaults, and provided further that the leasehold Mortgagee(s) shall forthwith take steps to acquire or sell Tenant's interest in this Agreement by foreclosure of the Mortgage(s) or otherwise and shall prosecute the same to completion with all due diligence. If at the end of said six (6) month period the leasehold Mortgagee(s) shall be actively engaged in steps to acquire or sell Tenant's interest herein, the time of said Mortgagee(s) to comply with the provisions of this Section 19.3 shall be extended for such period as shall be reasonably necessary to complete such steps with reasonable diligence, but in no event shall such extension exceed an additional twelve (12) months. (e) City agrees that the name of the leasehold Mortgagee(s) may be added to the "Loss Payable Endorsement" of any and all insurance policies required to be carried by Tenant hereunder on condition that the insurance proceeds are to be applied in the manner specified in this Agreement and that the leasehold Mortgagee(s) or collateral document shall so provide. (f) Nothing contained herein shall require the leasehold Mortgagee(s) to cure any default of Tenant hereunder, but such failure to cure and proceed in accordance with this Section 20 shall leave City free to terminate this Agreement and to pursue all of its rights against Tenant. (g) Any act required to be performed by Tenant pursuant to the terms of this Agreement may be performed by any leasehold mortgagee on Tenant's behalf and the performance of such act shall be deemed to be performance by Tenant and shall be acceptable as Tenant's act by City. 21.CONDEMNATION. 21.1 If, during the term of this Agreement there is a taking, or transfer of, or damage to all or any part of the Leased Premises (Leased Premises as used herein shall include all appurtenant interests such as access rights) for a public use by any individual or entity, public or private, possessing the power of eminent domain, whether by condemnation proceedings or otherwise (hereinafter referred to as "appropriation"), the rights and obligations of City and Tenant with regard to such appropriation shall be governed by the provisions of this Section. 21.2 Date of Taking. The date of taking, as used in this Section, is defined as the earliest of the following dates: (A) the date legal possession is taken, which is defined as the date, if any is established, after which the condemnor may take possession of the property as DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 stated in an order authorizing the condemnor to take possession; (B) the date a final order of condemnation or final judgment is filed or recorded or the date a deed is recorded in the event of a voluntary sale; and (C) the date physical possession of the property is taken. 21.3 Total Taking. Total taking means an appropriation of the entire Leased Premises or so much thereof as to prevent or substantially impair the conduct of Tenant's business unless Tenant elects to continue the Agreement in effect. If during the term of this Agreement there is an appropriation of the Leased Premises which amounts to a total taking as herein defined, then the leasehold estate of Tenant in and to the Leased Premises shall cease and terminate as of the date of such taking, and all rentals and other charges payable by Tenant to City hereunder and attributable to the Leased Premises shall be paid up to the date of such taking. 21.4 Partial Taking. The term "partial taking" shall mean the taking of a portion only of the Leased Premises which does not constitute a total taking as defined above. If during the term of this Agreement there shall be a partial taking of the Leased Premises, this Agreement shall terminate as to the portion of the Leased Premises so taken at the date of taking as herein defined, but said Agreement shall continue in force and effect as to the remainder of the Leased Premises. The rental payable hereunder by Tenant shall, as of the date of taking, be adjusted so that Tenant shall be required to pay for the remainder of the term only such portion of such rent as the value of the part of the Leased Premises remaining after the taking bears to the value of the entire Leased Premises at the date of taking. 21.5 Abandonment of Proceedings. In the event the condemning agency shall abandon an eminent domain proceeding, either party hereto shall have the right to contest the condemnor's abandonment and a right to its respective costs and disbursements as defined and provided for in California law. If after the condemnor takes possession or the Tenant moves from the property sought to be condemned in compliance with an order of possession, the condemnor abandons the proceeding as to such property or a portion thereof, or if it is determined that the condemnor does not have authority to take such property or portion thereof by eminent domain and the condemnor is required by law to deliver possession of such property or such portion thereof to the party entitled to the possession thereof and pay damages as provided for in California law, then Tenant shall receive the award for costs and damages incurred by reason of Tenant being removed from possession of the Premises, but Tenant shall be entitled to retake possession of the Premises and, in the event of such repossession by Tenant, all of the terms of this Agreement shall remain in operation and effect. 21.6 Allocation of Award. All compensation and damages awarded for the taking of the Leased Premises or any portion thereof shall, except as otherwise herein provided, belong to and be the sole property of City. However, any award that may be made for the taking of or injury to the Approved Improvements, and all other improvements constructed by Tenant on the Leased Premises shall belong to Tenant. Tenant shall be entitled to any award for damage to Tenant's business or on account of any cost or loss Tenant may sustain in the removal of Tenant's fixtures, equipment and furnishings, or as a result of any alterations, modifications or repairs which may be reasonably required by Tenant in order to place the remaining portion of the Leased Premises not so condemned in a suitable condition for the continuance of Tenant's tenancy. Tenant shall also be entitled to that portion of any award that may be attributable to any DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 severance damages to the remaining leasehold interest, to any improvements constructed by Tenant, and to good will. 21.7 Cost. Each party shall bear his own costs, attorneys' fees, appraiser's fees and all other costs in connection with any matter contained in this Section, except as may be otherwise provided. 21.8 Right of Entry. Neither party hereto shall grant a right of entry to any condemnor without the written consent of the other party hereto. 22.REQUIRED FAA CLAUSES. 22.1 Non-Exclusive Use. (a) This Agreement and all of the provisions hereof shall be subject to whatever right the United States Government has now or may have in the future or may 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 Government during the time of war or national emergency. If any such agreement is executed, the terms and conditions of this Agreement shall be subordinate to the provisions of any agreement between City and the United States relative to the Airport. (b) It is clearly understood by Tenant that no right or privilege has been granted which would operate to prevent any person, firm, or corporation operating aircraft at the Airport from performing any services on its own aircraft with its own Employees (including but not limited to, fueling, maintenance, and repair) that it may choose to perform. (c) Nothing in this Agreement shall be construed, in any way, as City granting Tenant an exclusive right to engage in any aeronautical activity at the Airport. 22.2 Non-Discrimination. (a) Tenant, for itself, its heirs, successors, and assigns, as a part of the consideration hereof, does hereby covenant and agree that in the event Improvements are constructed, maintained, or otherwise operated on the Leased Premises described in this Agreement 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, Tenant shall maintain and operate such Improvements in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the DOT, and as said legal requirements may be promulgated or amended from time to time. (b) Notwithstanding any other provision of this Agreement, during the performance of this Agreement, Tenant, for itself, its heirs, successors, and assigns, as part of the consideration of this Agreement does hereby agree, as a covenant running with the land, that: (a) no person on the grounds of race, color, religion, sex, familial status, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of the Leased Premises; (b) in the construction of any Improvements on, over, or under the Leased Premises, and the furnishing of services therein or thereon, no DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 person on the grounds of race, color, religion, sex, familial status, or national origin shall be excluded from participation in, or denied the benefits of, such activities, or otherwise be subjected to discrimination; (c) in the breach of any of the above nondiscrimination covenants, City shall have the right to terminate this Agreement and to reenter and repossess the Leased Premises and hold the same as if this Agreement had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 have been followed and completed, including expiration of appeal rights; (d) Tenant, for itself, its heirs, successors, and assigns, as a part of the consideration hereof, does hereby agree as a covenant running with the land that in the event Improvements are constructed, maintained, or otherwise operated on the Leased Premises for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits, Tenant shall maintain and operate such improvements and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the DOT, and as said Regulations may by amended. (c) Tenant will comply with pertinent statues and rules as are promulgated or amended from time to time to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from federal assistance. This provision obligates Tenant or its transferee for the period during which federal assistance is provided or is in the form of personal Property or real Property or interest therein or structures or Improvements thereon. In these cases, this provision obligates Tenant or any transferee for the longer of the following periods: (a) the period during which the Leased Premises is used by the sponsor or any transferee for a purpose for which federal assistance is extended, or for another purpose involving the provision of similar services or benefits, or (b) the period during which City or any transferee retains ownership or possession of the Leased Premises. (d) Tenant shall not discriminate in any manner against any employee or applicant for employment because of political or religious opinion or affiliation, race, creed, color, national origin, sex, age, or disability and further, Tenant shall include a similar clause in all subcontracts. Tenant agrees City has the right to take such action against Tenant as the government may direct to enforce this provision of this Agreement. 23.MISCELLANEOUS. 23.1 Compliance with Governmental Regulations. Tenant shall, at its own cost and expense, promptly and properly, comply with and execute, including the making of any alteration to the Leased Premises, all orders, regulations, laws and requirements of all governmental authorities arising from the use or occupancy of, or applicable to, the Leased Premises. 23.2 Holding Over. If Tenant shall hold over the Leased Premises after the expiration of the term hereof with the consent of City, either express or implied, such holding over shall be construed to be only a tenancy from month to month, subject to all the covenants, conditions and obligations hereof, except that Tenant shall pay to City 150% of monthly rent due as of the expiration of the term; terminable on thirty (30) days written notice given at any time by either party; provided, however, that nothing herein contained shall be construed to give Tenant any DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 rights to so hold over and to continue in possession of the Leased Premises after the expiration of the term hereof. 23.3 Disclaimer of Representation. Except as otherwise specifically provided herein, City has made no representations or warranties to the Tenant concerning the Leased Premises, the present use thereof or the suitability for Tenant's intended use of the property. The foregoing disclaimer includes, without limitation, topography, climate, air, water, water rights, utilities, present and future zoning, soil, subsoil, drainage, access to public roads, proposed routes of roads, or extension thereof, or effect of any state or federal environmental protection laws or regulations. Tenant represents and warrants to City that he and his representatives have made or will make their own independent inspection and investigation of the Leased Premises and Tenant, in entering into this Agreement, is relying solely on such inspection and investigation. No patent or latent physical condition of Leased Premises, whether or not known or discovered, shall affect the rights of either party hereto. Any agreement, warranties or representations not expressly contained herein shall in no way bind either Tenant or City. City and Tenant waive any right of rescission and all claims for damages by reason of any statement, representations, warranty, promise and agreement, if any, not contained in this Agreement. 23.4 Priority of Agreement. This Agreement is subject and junior to all existing easements, covenants, conditions and restrictions and other matters and encumbrances of record. 23.5 Inspection. City reserves the right for City and City's agents and representatives to enter upon the Leased Premises at any reasonable time upon five (5) days prior written notification for the purpose of attending to City's interest hereunder, and to inspect the Leased Premises. 23.6 Attorneys' Fees. In the event any action is brought by City to recover any rent due and unpaid hereunder or to recover possession of the Leased Premises, or in the event any action is brought by City or Tenant against the other to enforce or for the breach of any of the terms, covenants or conditions contained in this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees to be fixed by the Court, together with costs of suit therein incurred. 23.7 Waiver. No waiver of any breach of any of the terms, covenants, agreements, restrictions or conditions of this Agreement shall be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions and conditions hereof. No delay or omission of City to exercise any right or remedy shall be construed as a waiver of any such right or remedy or of any default by Tenant under this Agreement. The various rights and remedies reserved to City herein including those not specifically described in this Agreement shall be cumulative and, except as otherwise provided by California statutory law in force at the time of execution of this Agreement, City may pursue any or all of such rights and remedies whether at the same time or otherwise. 23.8 Agreement Binding Upon Successors and Assigns. Subject to the limitations on assignment and subleasing, each of the terms, covenants and conditions of this Agreement shall extend to and be binding on and inure to the benefit of not only City and Tenant, but each of their successors and assigns. Whenever in this Agreement reference is made to either City or DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 Tenant, the reference shall be deemed to include, wherever applicable, the successors and assigns and such parties the same as if in every case expressed. 23.9 Relationship of Parties. The relationship of the parties hereto is that of City and Tenant, and it is expressly understood and agreed that City does not in any way nor for any purpose become a partner of Tenant or a joint venturer with Tenant in the conduct of Tenant's business or otherwise. 23.10 Time of the Essence. Time is expressly declared to be of the essence of this Agreement. 23.11 Number and Gender. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and the word "person" shall include corporation, firm or association. If there is more than one Tenant, the obligations imposed under this Agreement upon Tenant shall be joint and several. 23.12 Headings and Titles. The marginal headings or titles to the Sections of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. 23.13 Governing Law and Venue. This Agreement shall be deemed to have been made in, and shall be construed in, accordance with the statutes and laws of the State of California without regard to choice of law provisions that would cause the application of the law of another jurisdiction, and without regard to conflicts of law principles. Any suit, action or proceeding permitted hereunder or any judgment entered by any court in respect thereof, will be brought in the state courts sitting in Riverside County, California and the Parties hereby expressly submit to the jurisdiction of such courts for the purpose of any such suit, action, or proceeding permitted hereunder. 23.14 Entire Agreement; Amendments. This Agreement, including the exhibits attached hereto and all documents referenced herein, all of which are incorporated herein by reference, contain the entire agreement of the parties hereto with respect to the matters covered hereby, and no other previous agreement, statement or promise made by any party hereto which is not contained herein shall be binding or valid. No amendment or modification to this Agreement shall be effective unless in writing and signed by both City and Tenant. 23.15 Force Majeure. Except as to the payment of rent, neither of the parties hereto shall be chargeable with, liable for, or responsible to, the other for anything or in any amount for any delay caused by fire, earthquake, explosion, flood, hurricane, the elements, acts of God, or the public enemy, action or interference of governmental authorities or agents, war, invasion, insurrection, rebellion, riots, strikes, or lockouts or any other cause whether similar or dissimilar to the foregoing, which is beyond the control of such parties and any delay due to said causes or any of them shall not be deemed a breach of or default in the performances of this Agreement. 23.16 Severability. If any provision in this Agreement is held to be illegal, invalid, or unenforceable in full or in part, for any reason, by any court of competent jurisdiction, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid, DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 and enforceable. The illegality, invalidity, or unenforceability of any such provision shall in no way affect any other provisions in this Agreement, provided that the illegality, invalidity, or unenforceability of any such provision does not materially prejudice either Party with regard to the respective rights and obligations of each Party contained in the valid terms and conditions of this Agreement. 23.17 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 23.18 Notices. Any notice to be given or other document to be delivered by either Party to the other party may be given by personal delivery, generally recognized overnight courier, prepaid, or may be deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed to the Party for whom intended as follows: To City: City of Palm Springs 3400 E Tahquitz Canyon Way Palm Springs, CA 92262 To Tenant: Palm Springs Air Museum, Inc. 745 N Gene Autry Trail Palm Springs, CA 92262 Either Party hereto may from time to time by written notice to the other party designate a different address which shall be substituted for the one specified above. Notices and documents shall be served upon receipt or, if any notice or other document is sent by registered or certified mail, as provided above, the same shall be deemed served or delivered seventy-two (72) hours after the mailing thereof. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 SIGNATURE PAGE TO AIRPORT GROUND LEASE AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND PALM SPRINGS AIR MUSEUM, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. TENANT: By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. ________ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: ____________________________ City Manager 7/24/23 1J DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 8/8/2023 EXHIBIT “A” DESCRIPTION/DEPICTION OF LEASED PREMISES DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 EXHIBIT “B” HAZARDOUS MATERIAL LIST NONE DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 EXHIBIT “C” INSURANCE REQUIREMENTS Tenant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Agreement and shall include their agents, representatives, employees or subcontractors. With respect to General Liability and Errors & Omissions, coverage should be maintained for a minimum of five (5) years after contract completion. The cost of all such insurance shall be borne by the Tenant. A. Minimum Scope of Insurance $2,000,000 -- Commercial General Liability $2,000,000 -- Auto Liability $1,000,000 -- Worker’s Compensation Insurance $10,000,000 -- Property Insurance One Year of Minimum Monthly Rent -- Business Interruption Insurance Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering any auto (Code 1), or if Tenant has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limit no less than $2,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Property Insurance: Tenant shall maintain not less than $10,000,000 Legal Liability Coverage (ISO Form CP 00 40 or equivalent) on all real property being leased, including improvements and betterments owned by the City, and shall name the City as a loss payee. Tenant shall also provide property insurance on all personal property and betterments and improvements contained within or on the leased premises. Property insurance shall insure against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 5. Interruption of Business Insurance: Tenant shall, at its sole cost and expense, maintain business interruption insurance by which the minimum monthly rent will be paid to City for a period of up to one (1) year if the premises are destroyed or rendered inaccessible by a risk insured against by a policy of standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements. 6. Cyber Liability Insurance, if the Tenant will provide IT services or software or involve the retention of private, non-public information about third parties, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Tenant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 7. Umbrella or Excess Policies may be used by the Tenant to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Tenant’s primary and excess liability policies are exhausted. 8. Professional Liability Errors and Omissions insurance for all Professional Services rendered including architecture, engineering, or design services related to this Agreement. 9. Builder’s Risk Insurance shall be procured by Tenant prior to the commencement of, and throughout the duration of, any construction of improvements or betterments being installed by Tenant on the Property. B. Minimum Limits of Insurance Tenant shall maintain limits no less than: 1. Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $2,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers Compensation limits as required by California Labor Code and Employer’s Liability with employer liability limits of $1,000,000 per accident; per disease, per employee; coverage shall be endorsed to state carrier waives its rights of subrogation against the City, its officials, employees, agents and contractors. 4. Professional Liability Errors and Omissions: $5,000,000 per claim and $5,000,000 aggregate, coverage to be maintained following completion of work on project for 5 years or, if policy is canceled, extended reporting period to equal the same. 5. Property Insurance: full replacement cost with no coinsurance penalty provision, Business Interruption, Rental Income, All Risk. 6. If applicable, builder’s risk insurance for total replacement value of work completed during any construction of betterments or improvements to City’s site. C. Deductibles and Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Tenant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. D. Other Insurance Provisions 1. The general liability and automobile policies are to contain, or be endorsed to contain, the following provisions: a. The City of Palm Springs, its officers by endorsement, officials, employees and volunteers are to be covered as additional insureds with respect to: liability arising out of activities performed by, or on behalf of, Tenant, premises owned, occupied or used by the Tenant, or automobiles owned, leased, hired or borrowed by the Tenant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officer, officials, employees or volunteers. General liability coverage can be provided in the form of an endorsement to the Tenant’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 b. The Tenant’s insurance coverage shall be primary insurance with respect to the City, its officers, officials, employees and volunteers. For any claims related to this Property, the Tenant’s insurance coverage shall be primary and non- contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Tenant’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. c. Any failure to comply with reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. d. Coverage shall state that the Tenant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. 2. Workers’ Compensation and Employers’ Liability Coverage shall contain a waiver of subrogation by endorsement in favor of the City, its officials, employees, agents and contractors. 3. Builder’s Risk City shall be named as a loss payee on any Builder’s Risk policy to the full extent allowable and for which the City’s insurable interests may appear. 4. All Coverages Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days’ prior written notice has been given to the City; except that ten (10) days’ prior written notice shall apply in the event of cancellation for non-payment of premium. 5. Waiver of Subrogation Tenant hereby grants to City a waiver of subrogation which any insurer may acquire against City, its officers, officials, employees, and volunteers, from Tenant by virtue of the payment of any loss. Tenant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Tenant, its employees, agents, and subcontractors. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 6. There shall be no endorsement reducing the scope of coverage required above unless approved by the City’s Risk Manager. 7. If the Tenant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A:VII. F. Verification of Coverage Tenant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Tenant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Proof of insurance shall be either emailed in pdf format to: Victoria Carpenter or mailed to the following postal address (or any subsequent email or postal address as may be directed in writing by the Risk Manager): City of Palm Springs Risk Manager 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 G. Subconsultants/Subcontractors Tenant shall require and verify that all subcontractors relating to this Agreement maintain insurance meeting all the requirements stated herein, and Tenant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13. H. Review of Coverage DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 These insurance requirements shall be subject to periodic review by City’s Risk Manager. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Should the Risk Manager require any change in any coverage such change shall be communicated in writing to Tenant and Tenant shall comply with the said change within thirty (30) days following the date of receipt of the notice. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 7/7/2023 (316) 440-3531 25682 Palm Springs Air Museum 745 N. Gene Autry Trail Palm Springs, CA 92262-5464 25674 33138 A 1,000,000 X P6301R566951TCT23 6/1/2023 6/1/2024 300,000 10,000 1,000,000 2,000,000 2,000,000 EBL AGGREGATE 2,000,000 1,000,000B X BA2S3782542343G 6/1/2023 6/1/2024 5,000,000B CUP2S3791712343 6/1/2023 6/1/2024 5,000,000 C Excess Umbrella EZXS3117854 6/1/2023 Limit 5,000,000 The City of Palm Springs, its oficials, employees and agents are named as primary and Non-Contributory Additional Insured as respects General Liability & Auto Liability. 30 day notice of written cancellation applies. The City of Palm Springs, its oficials, employees and agents 3400 E. Tahquitz Canyon Way, suite 1 Palm Springs, CA 92262 PALMSPR-01 S2BCARTWRIGHT AssuredPartners 9860 E. 21st Wichita, KS 67206 Brad Cartwright brad.cartwright@assuredpartners.com Travelers Indemnity Comp of CT Travelers Property Casualty Co of America Landmark American Insurance Co 6/1/2024 X X X X X X DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 7/31/2023 AssuredPartners Aerospace 9860 E 21st Street North Wichita, KS 67206 316-858-0626 Starr Indemnity & Liability Company 38318 A 100 0003260 6/8/2023 6/8/2024 3 1,000,000 1,000,000 1,000,000 Bernadette Manglaris Mandi McConnell mandi.mcconnell@assuredpartners.com Palm Springs Air Museum 745 N Gene Autry Trl Palm Springs CA 92262 75558159 3 notice to the certificate holder, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or As respects Workers Compensation, the insuring company has agreed to waive their right of subrogation against the certificate holder. The City of Palm Springs, Its officals, employees 3400 E Tajquitz Canyon Way Suite 1 Palm Springs CA 92262 Should any of the above described policies be cancelled before the expiration date thereof, the issuing insurer will endeavor to mail 30 days written representatives 75558159 | 00058911 | Master Certificate | Mandi McConnell | 7/31/2023 4:04:21 PM (CST) | Page 1 of 1 This certificate cancels and supersedes ALL previously issued certificates. DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 workers@compensation@and@employers@liability@insurance@policy@ wc@PT@PS@PV@ He„N@PTMXTI waiver@of@our@right@to@recover@from@others@endorsement california@ w…@ˆ–…@”ˆ…@’‰‡ˆ”@”@’…ƒ–…’@•’@™…Ž”“@†’@Ž™Ž…@Œ‰‚Œ…@†’@Ž@‰ŽŠ•’™@ƒ–…’…„@‚™@”ˆ‰“@Œ‰ƒ™N@w…@—‰ŒŒ@Ž”@…Ž†’ƒ…@•’@’‰‡ˆ”@‡‰Ž“”@”ˆ…@ …’“Ž@’@’‡Ž‰š”‰Ž@Ž…„@‰Ž@”ˆ…@sƒˆ…„•Œ…N@Htˆ‰“@‡’………Ž”@Œ‰…“@ŽŒ™@”@”ˆ…@…˜”…Ž”@”ˆ”@™•@…’†’@—’‹@•Ž„…’@@—’‰””…Ž@ƒŽ”’ƒ”@ ”ˆ”@’…‘•‰’…“@™•@”@‚”‰Ž@”ˆ‰“@‡’………Ž”@†’@•“NI@ y•@•“”@‰Ž”‰Ž@™’ŒŒ@’…ƒ’„“@ƒƒ•’”…Œ™@“…‡’…‡”‰Ž‡@”ˆ…@’…•Ž…’”‰Ž@†@™•’@…Œ™……“@—ˆ‰Œ…@…Ž‡‡…„@‰Ž@”ˆ…@—’‹@„…“ƒ’‰‚…„@‰Ž@”ˆ…@ sƒˆ…„•Œ…N@ tˆ…@„„‰”‰ŽŒ@’…‰•@†’@”ˆ‰“@…Ž„’“……Ž”@“ˆŒŒ@‚…@@@@RE@@@@†@”ˆ…@cŒ‰†’Ž‰@—’‹…’“²@ƒ…Ž“”‰Ž@’…‰•@”ˆ…’—‰“…@„•…@Ž@“•ƒˆ@ ’…•Ž…’”‰ŽN@ sƒˆ…„•Œ…@ p…’“Ž@’@o’‡Ž‰š”‰Ž@ j‚@d…“ƒ’‰”‰Ž@ The City of Palm Springs, its officials, employees and agents 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 tˆ‰“@…Ž„’“……Ž”@ƒˆŽ‡…“@”ˆ…@Œ‰ƒ™@”@—ˆ‰ƒˆ@‰”@‰“@””ƒˆ…„@Ž„@‰“@…††…ƒ”‰–…@Ž@”ˆ…@„”…@‰““•…„@•ŽŒ…““@”ˆ…’—‰“…@“””…„N@ Htˆ…@‰Ž†’”‰Ž@‚…Œ—@‰“@’…‘•‰’…„@ŽŒ™@—ˆ…Ž@”ˆ‰“@…Ž„’“……Ž”@‰“@‰““•…„@“•‚“…‘•…Ž”@”@’…’”‰Ž@†@”ˆ…@Œ‰ƒ™NI@ eŽ„’“……Ž”@e††…ƒ”‰–…Z@VOXORR pŒ‰ƒ™@nNZ@QPP@PPPSRVP eŽ„’“……Ž”@nN@ iŽ“•’…„Z@pŒ@s’‰Ž‡“@a‰’@m•“…•L@iŽƒN iŽ“•’Žƒ…@cŽ™Z@s”’’@iŽ„…Ž‰”™@F@l‰‚‰Œ‰”™@cN@ c•Ž”…’“‰‡Ž…„@b™ 06/08/2023 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 COMPANYPHONE CANCELLATION INTEREST, IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW. ACORD CODE: THIS REPLACES PRIOR EVIDENCE DATED: DATE (MM/DD/YYYY) EFFECTIVE DATE CONTINUED UNTIL AUTHORIZED REPRESENTATIVE E-MAIL RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY. DEDUCTIBLE (A/C, No): (A/C, No, Ext):AGENCY ADDITIONAL INTEREST AMOUNT OF INSURANCE LOCATION/DESCRIPTION LOSS PAYEE MORTGAGEE COVERAGE INFORMATION POLICY BE TERMINATED, THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW ____________ DAYS INSURED TERMINATED IF CHECKED ADDRESS: THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POLICY PERIOD. SHOULD THE CUSTOMER ID #: LOAN # EVIDENCE OF PERSONAL PROPERTY INSURANCE FAX SUB CODE: POLICY NUMBER ACORD 27 (2003/10) REMARKS (Including Special Conditions) WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT PROPERTY INFORMATION EXPIRATION DATE ADDITIONAL INSURED TM COVERAGE/PERILS/FORMS THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE, AND CONVEYS ALL THE NAME AND ADDRESS AGENCY © ACORD CORPORATION 1993 LOAN NUMBER 06/01/2023 $12,793,550 30 Loc # 0, Bldg # 0 Blanket, Special (Including theft) $300,000 $2,000,000 AssuredPartners 9860 E. 21st Wichita, KS 67206 Earthquake, Earthquake X The City of Palm Springs, it's officials, employees and agents 3400 E. Tahquitz Canyon Way, suite 1 Palm Springs, CA 92262 PALMSPR-01 5,000 Business Personal Property, Special (Including theft)5,000 Products & Completed Operations - Aggregate Limit Business Income with Extra Expense, Special (Including theft) $10,000 (316) 683-7818 50,000 Personal and Advertising Injury Limit $15,976,634 P6301R566951TCT23 Special Conditions: The City of Palm Springs, it’s officials, employees and agents is named as primary and non-contributory Additional Insured as respects General Liability. Damage to Rented Premises Limit Loc # 1, Bldg # 1 Loc # 0, Bldg # 0, Blanket Limit Loc # 1, Bldg # 1, 745 N. Gene Autry Trail, Palm Springs, CA 92262-5464, Museum Office Loc # 2, Bldg # 1, 1000 S. Gene Autry Trail, Palm Springs, CA 92262, Storage Loc # 3, Bldg # 1, 745 N. Gene Autry Trail, Palm Springs, CA 92262, Quonset Hut Loc # 5, Bldg # 1, 745 N. Gene Autry Trail, Palm Springs, CA 92262, Hanger Loc # 6, Bldg # 1, 745 N. Gene Autry Trail, Palm Springs, CA 92262, Stealth Fighter Hanger $1,000,000 (316) 682-7770 General Aggregate Limit 06/01/2024 Medical Expenses - per person Limit Travelers Indemnity Comp of CT $2,500,000 $2,000,000 $771,750 Info.CIG@assuredpartners.com $1,000,000 $552,167 5,000 Building, Special (Including theft) Products & Completed Operations - Each Occurrence Limit SEE ATTACHED ACORD 101 Palm Springs Air Museum 745 N. Gene Autry Trail Palm Springs, CA 92262-5464 72 5,000 X1003 S2BCARTWRIGHT Blanket, Special (Including theft)$589,645 08/01/2023 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. AssuredPartners PALMSPR-01 Travelers Indemnity Comp of CT 1 06/01/2023 ACORD 27 EVIDENCE OF PROPERTY INSURANCE 25682 Palm Springs Air Museum 745 N. Gene Autry Trail Palm Springs, CA 92262-5464 P6301R566951TCT23 S2BCARTWRIGHT 1 Coverage Information: Loc # 2, Bldg # 1 Business Personal Property, Special (Including theft), Amount of Insurance: $37,478, Deductible: 5,000 Loc # 3, Bldg # 1 Building, Special (Including theft), Amount of Insurance: $59,964, Deductible: 5,000 Loc # 5, Bldg # 1 Building, Special (Including theft), Amount of Insurance: $3,123,120, Deductible: 5,000 Loc # 6, Bldg # 1 Building, Special (Including theft), Amount of Insurance: $750,000, Deductible: 150,000 DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$74.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:PALM SPRINGS AIR MUSEUM DBA: Owner:PALM SPRINGS AIR MUSEUM INC. Mailing Address:745 N GENE AUTRY TR N PALM SPRINGS, CA 92262 License Number:ICA-001054-2023 Expiration Date:01/31/2024 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:745 N GENE AUTRY TR N, PALM SPRINGS, CA 92262 Business Description:AIR MUSEUM TO BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: 8AB6C4A6-7DB4-4F0B-83B3-34687851EF31 PALMSPR-01 S2BCARTWRIGHT A�O f 7Q DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 5/30/2024 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 AssuredPartners 9860 E. 21 st Wichita, KS 67206 CONTACT Brad Cartwright PHONE 440-3531 FAX A/C, No, Ext : (316 ) (A/C, No): Eb` RIE . brad.cartwright@assuredpartners.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Travelers Indemnity Comp of CT 25682 INSURER B: Travelers Property Casuaft Co of America 25674 INSURED INSURERC: _ Palm Springs Air Museum 745 N. Gene Autry Trail INSURERD: Palm Springs, CA 92262-5464 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACTOR 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 TYPE OF INSURANCE ADDL SUBR, POLICY NUMBER POLICY EFF POLICY EXP LIMITS LIE INSD WV M/ D/YY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ i'000'000 CLAIMS -MADE F OCCUR X 6301R566951 6/1/2024 6/1/2025 DAMAGESt RENTED P o u e 3QQ�000 $ MED EXP (Any oneperson) $ 0,000 PERSONAL & ADV INJURY $ I'000'000 GENT AGGREGATE LIMIT APPLIES PER: X POLICY D PECT LOG GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1r000,000 $ BODILY INJURY Perperson) $ X ANY AUTO BA2S378254 6/1/2024 6/1/2025 BODILY INJURY Per accident $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY P�tOP.E ide t AMAGE r $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE �— CUP2S37917 6/1/2024 6/1/2025 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DIED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE a OFFICER/MEMBER EXCLUDED? (MandatoryIn NH) N / A PERTUTE OTH- E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ If yes, describe under _— DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) City of Palm Springs is named as additional insured as respects General Liability. RECEIVED JUN 0 4 2024 TE HOLDER City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED/ REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD