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A3613 - PS AIR MUSEUM - All Amdts Exp 07 31 26
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 Lease Amendment Palm Springs Air Museum, Inc. Fred Bell fred@palmspringsairmuseum.org Leased Hanger Space Revenue - $2,500 August 1, 2023 - July 31, 2026 Attached Dan Gilbertson, deltagolf@gci.net Bill Bramer, wbramer@aol.com Aviation Victoria Carpenter/ 3808 July 24, 2023 A3613 8 N/A Yes Yes Yes N/A No N/A N/A N/A N/A August 3, 2023 Christina Brown DocuSign Envelope ID: 894BCA27-E3FF-4550-B940-A9FF1834747C AMENDMENT NO. 8 TO LEASE NO. A3613 PALM SPRINGS AIR MUSEUM LEASE AGREEMENT AT PALM SPRINGS INTERNATIONAL AIRPORT THIS EIGHTH AMENDMENT (“Amendment”) to Lease Agreement No. A3613 is made and entered into this 1st day of August 2023, by and between the City of Palm Springs, a California charter city and municipal corporation, (“Landlord”), and the Palm Springs Air Museum, Inc., a California non-profit public benefit corporation (“Tenant”). RECITALS A. Landlord owns and operates an airport known as the Palm Springs International Airport, located in the City of Palm Springs, County of Riverside, State of California (“Airport). Landlord and Tenant entered into Lease Agreement No. A3613, effective November 29, 1995, Amendment No. 1 to said Lease Agreement on December 2, 1998, Amendment No. 2 to said Lease Agreement on February 2, 2005, Amendment No. 3 to said Lease Agreement on January 1, 2016, Agreement No. 4 to said Lease Agreement on February 1, 2020, Amendment No. 5 to said Lease Agreement on November 1, 2020, Amendment No. 6 to said Lease Agreement on May 1, 2021, and Amendment No. 7 to said Lease Agreement on November 1, 2021. The Lease Agreement and its Amendments are collectively referred to as the “Agreement”. B. Pursuant to the terms of the Agreement, the Landlord leases a portion of the Airport (“Demised Premises”) to Tenant to construct, operate, and maintain an Air Museum. C. Pursuant to that certain Lease Amendment No. 4, dated February 1, 2020, the Landlord leased to Tenant an additional 10,000 square foot (sq. ft.) hangar, as described therein (the “10,000 sq. ft. hangar”), and to be included within the Agreement’s definition of “Demised Premises”, for aircraft storage purposes on a temporary basis, for $2,500 per month, from May 1, 2021, to October 31, 2021. D. Pursuant to that certain Lease Amendment No. 5, Lease Amendment No. 6, and Lease Amendment No. 7, the term of the lease of the 10,000 sq. ft. hangar was further extended on. E. On November 9, 2022, the term for the lease of the 10,000 sq. ft. hangar was extended for a period of six months from January 1, 2023 through June 30, 2023. F. Landlord and Tenant now desire to extend the term of the lease of the 10,000 sq. ft. hangar for a three year period, including two six-month extension options. DocuSign Envelope ID: 894BCA27-E3FF-4550-B940-A9FF1834747C NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable considerations, Landlord and Tenant agree to amend the Agreement as provided herein. AGREEMENT 1. Amendment. Section 1.2 of the Agreement is amended to read: “1.2 Lease Term. The term of the lease of the 10,000 sq. ft. hangar shall commence on August 1, 2023, and shall expire on July 31, 2026, unless otherwise extended by mutual written agreement of the Parties. Notwithstanding the foregoing, Tenant may extend the term of the lease of the 10,000 sq. ft. hangar for up to two (2) additional terms of six (6) months.” 2 Except as otherwise provided in this Amendment, all terms and conditions of the Agreement, as previously amended, shall remain in full force and effect and performance of services under the Agreement shall be governed by the provisions of the Agreement. 3. This Amendment may be signed in counterparts, each of which shall constitute an original. (SIGNATURES ON NEXT PAGE) DocuSign Envelope ID: 894BCA27-E3FF-4550-B940-A9FF1834747C SIGNATURE PAGE FOR AMENDMENT NO. 8 TO LEASE NO. A3613 BETWEEN THE CITY OF PALM SPRINGS AND PALM SPRING AIR MUSEUM, INC. IN WITNESS WHEREOF, the Parties have entered into this EIGHTH AMENDMENT to LEASE NO. A3613 PALM SPRINGS AIR MUSEUM LEASE AGREEMENT as of the day and year first above written. CITY OF PALM SPRINGS PALM SPRINGS AIR MUSEUM, INC. _____________________________________ Signature _____________________________________ Name ________________________ _____________ Title _____________________________________ Signature _____________________________________ Name _____________________________________ Title Corporations require two notarized signatures. Approved _________________________________ City Manager __________________________________ Date $SSURYHGBy&LW\&RXQFLO One signature must be from the Chairman of the Board, President, or any Vice President. The second Signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. 7/24/23 APPROVED AS TO FORM: By: ___________________________ City Attorney ATTEST: By: ___________________________ City Clerk Date: ________ Item No. _____1I DocuSign Envelope ID: 894BCA27-E3FF-4550-B940-A9FF1834747C 8/8/2023 DocuSign Envelope ID: 894BCA27-E3FF-4550-B940-A9FF1834747C DocuSign Envelope ID: 894BCA27-E3FF-4550-B940-A9FF1834747C DocuSign Envelope ID: 894BCA27-E3FF-4550-B940-A9FF1834747C 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: 894BCA27-E3FF-4550-B940-A9FF1834747C DocuSign Envelope ID: 894BCA27-E3FF-4550-B940-A9FF1834747C DocuSign Envelope ID: 894BCA27-E3FF-4550-B940-A9FF1834747C 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: 894BCA27-E3FF-4550-B940-A9FF1834747C workers@compensation@and@employers@liability@insurance@policy@ wc@PT@PS@PV@ HeN@PTMXTI waiver@of@our@right@to@recover@from@others@endorsement california@ w @ @ @@@ @@ @@ @ @@@@ @@@N@w @@@ @@@@ @ @@@ @@ @s N@Ht@ @ @@@ @ @@@ @@ @@ @@ @ @@@@@ @@NI@ y@@@@ @ @ @ @ @@@ @ @ @@ @@ @@ @ s N@ t @@ @@@ @@ @@@@RE@@@@@ @c@ ²@ @ @ @ @@@ N@ s @ p @@o@ j@d @ The City of Palm Springs, its officials, employees and agents 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 t@ @ @ @@@@@@ @@@ @@ @ @ @ @ @ N@ Ht @@ @@ @@ @@ @@ @ @@ @@ @NI@ e @e Z@VOXORR p@nNZ@QPP@PPPSRVP e @nN@ i Z@p@s@a@m L@iN i @cZ@s@i @F@l@cN@ c @b 06/08/2023 DocuSign Envelope ID: 894BCA27-E3FF-4550-B940-A9FF1834747C 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: 894BCA27-E3FF-4550-B940-A9FF1834747C 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: 894BCA27-E3FF-4550-B940-A9FF1834747C 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: 894BCA27-E3FF-4550-B940-A9FF1834747C City Clerk Form Updated 7/21/2021 CONTRACT ABSTRACT Contract prepared by: ____________________________________________________ Submitted on: __________________ By: __________________________________ Note: _________________________________________________________________ Contract Compliance Exhibits: Yes No Signatures: Yes No Insurance: Yes No Bonds: Yes No Contract Approvals Council/ Community Redevelopment Agency Approval Date: __________________________ Agenda Item No./ Resolution No.: _______________________________________________ Agreement No: _____________________________________________________________ Contract Administration Lead Department: ___________________________________________________________ Contract Administrator: _______________________________________________________ Contract Company Name: __________________________________________________________ Company Contact: _________________________________________________________ Summary of Services: ______________________________________________________ Contract Price: ____________________________________________________________ Funding Source: ___________________________________________________________ Contract Term: ____________________________________________________________ Munis Contract Number: _____________________________________________________ Palm Springs Air Museum, Inc. Fred Bell Amendment No. 7 to Lease No. A3613 $2,500 per month Revenue Account No. 415-12000 April 30, 2022 Customer No. 116 Aviation Ulises Aguirre/Christina Brown N/A N/A A3613 Nadia Seery 12-21-21 Christina Brown 4 4 4 4 DocuSign Envelope ID: A6A6913C-C861-4646-BBF2-8536E19422F4 DocuSign Envelope ID: A6A6913C-C861-4646-BBF2-8536E19422F4 DocuSign Envelope ID: A6A6913C-C861-4646-BBF2-8536E19422F4 DocuSign Envelope ID: A6A6913C-C861-4646-BBF2-8536E19422F412/27/2021 DocuSign Envelope ID: A6A6913C-C861-4646-BBF2-8536E19422F4 DocuSign Envelope ID: A6A6913C-C861-4646-BBF2-8536E19422F4 DocuSign Envelope ID: A6A6913C-C861-4646-BBF2-8536E19422F4 DocuSign Envelope ID: A6A6913C-C861-4646-BBF2-8536E19422F4 ,f CONTRACT ABSTRACT I Contract Company Name: Company Contact: Summary of Service Contract Price: Funding Source Contract Term: Contract Administration Lead Department: Contract Administrator: Palm Springs Air Museum Fred Bell, (760) 578-1600 Amendment 6, Hangar Lease, $2,500.00 per month Airport Revenues as outlined in the Lease Agreement Revenue May 1, 2021 — October 30, 2021 Aviation Ulises Aguirre / Victoria Carpenter Contract Approvals Council: City Council Agency Approval Date: June 10, 2021 Minute Order/ Resolution Number: Item 1 E Agreement No: A3613 Contract Compliance Exhibits: Yes Signatures: Yes Insurance: Yes Bonds: N/A Submitted on: July 1, 2021 By: Suzanne M. Seymour AMENDMENT NO. 6 TO LEASE NO. A3613 PALM SPRINGS AIR MUSEUM LEASE AGREEMENT AT PALM SPRINGS INTERNATIONAL AIRPORT THIS SIXTH AMENDMENT ("Amendment") to Lease Agreement No. A3613 is made and entered into this 1s1 day of May 2021, by and between the City of Palm Springs, a California charter city and municipal corporation, ("Landlord"), and the Palm Springs Air Museum, Inc., a California non-profit public benefit corporation ("Tenant"). RECITALS A. Landlord owns and operates an airport known as the Palm Springs International Airport, located in the City of Palm Springs, County of Riverside, State of California ("Airport"). Landlord and Tenant entered into Lease Agreement No. A3613, effective November 29, 1995, Amendment No. 1 to said Lease Agreement on December 2, 1998, Amendment No. 2 to said Lease Agreement on February 2, 2005, Amendment No. 3 to said Lease Agreement on January 1, 2016, Amendment No. 4 to said Lease Agreement on February 1, 2020, and Amendment No. 5 to said Lease Agreement on November 1, 2020. The Lease Agreement and its Amendments are collectively referred to as the "Agreement." B. Pursuant to the terms of the Agreement, the Landlord leases a portion of the Airport ("Demised Premises") to Tenant to construct, operate, and maintain an Air Museum. C. Pursuant to that certain Lease Amendment No. 4, dated February 1, 2020, the Landlord leased to Tenant an additional 10,000 square foot (sq ft) hangar, as described therein (the "10,000 sq ft hangar"), and to be included within the Agreement's definition of "Demised Premises", for aircraft storage purposes on a temporary basis, for $2,500 per month, from May 1, 2021, to October 31, 2021. D. Pursuant to that certain Lease Amendment No. 5, dated November 1, 2020, the Landlord and Tenant extended the term of the lease of the 10,000 sq ft hangar, to April 30, 2021. E. The parties wish to amend the Agreement to extend the term of the lease of the 10,000 sq ft hangar to October 30, 2021, as provided in this Amendment No. 6. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable considerations, Landlord and Tenant agree to amend the Agreement as provided herein. AGREEMENT Section 1. of the Agreement is amended to read: 1.2 Lease Term. The term of the lease of the 10,000 sq ft hangar shall commence on May 1, 2021 and shall expire on October 31, 2021, unless otherwise extended by mutual, written agreement of the Parties. Section 2. Except as otherwise provided in this Amendment, all terms and conditions of the Agreement, as previously amended, shall remain in full force and effect and performance of services under the Agreement shall be governed by the provisions of the Agreement. [SIGNATURES ON FOLLOWING PAGE] 55575 1816M33971091 1 SIGNATURE PAGE FOR AMENDMENT NO. 6 TO LEASE NO. A3613 PALM SPRINGS AIR MUSEUM LEASE AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND PALM CITY OF PALM SPRINGS Approved By: \ .-- IM499= - Justin ifton City Manager I /.2 !2 zl Date Attested By: Approved as to Form: 04V Jeffre S. allinge City Attorney SPRINGS AIR MUSEUM PALM SPRINGS AIR MUSEUM INC. Si at�u,,_ f _// Name 1/Cc Title Signature W 14-%-1 H Name Title Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. IN WITNESS WHEREOF, the Parties have entered into this Amendment No. 6 to the LEASE NO. A3613 PALM SPRINGS AIR MUSEM LEASE AGREEMENT as of the day and year first above written. 55575.18160\33971091.1 EXHIBIT "A" I YALM*rK-t" '4`� CERTIFICATE OF LIABILITY INSURANCE LX DATE12612D/YYYY, 7�2si2o21 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()es) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WANED, 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 endoreemen s . PRODUCER rtners 9860E 21st Wichita, KS 67206 cT Brad Cartwright ZIiCCT o Exe : 316 "0-3631 F 4% No: . brad.cartwri h ssured artnem.cotn ! GE NAIC 0 INSURER A: Travelers Indemnity Comp of CT 25682 INSURED Palm Springs Air Museum 746 N. Gene Autry Trali Palm Springs, CA 92262-6464 INsugm a: Travelers Indem. Co of America 25666 INSURER C n1s INSURER E : INSURER F : i.uvrrcnur-� frFLrr IGICE TG urraRoco. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE DOL POLICY NUMBER POLICY EFF POLICY EXP UNITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR ❑ X 301R566951 6/1/2021 6/1/2022 EACH URRENCE 1,300,000 DAMAGOETORENTED MED EXP om 300,000 10,000 PERSONAL BADVINJURY 1,000,000 E LAGGR AU LIMIT APPLIES PER- X POUCYippa ❑ LOC OTHER GENEM AGGREGATE 2,000,000 PRODUCTS-COMP/OPAGG 2,000,000 S B AUTOMOBILE LIABILITY X ANY AUTO IOTA OS ONLY AAUUTTOEp,SDyUyLNEEDp AU ONLY AUTOS ONLY X BA2S378254 6/1/2021 6H/2022 COMBINED SINGLE LIMIT 1,000,000 BODILY INJURY (Per ergo DILY INJ RY Per accident) OPERTYt GE B X UM13RELLALIAB EXCESSUTAB X OCCUR CLAIMS -MADE CUP2S379171 6/1/2021 6/1/2022 EACH OCCURRENCE 10,000,000 AGGREGATE 10,000,000 DED I I RETENTION S WORKERS COMPENSATION AND EMPLOYERS' UABIUTY ,,��,, ANYFl PROPMR�IETgOERR/PARTNER/EXECUTIVE u (Mandata Jn NH) EXCLUDED' IMandKoryln H) ti as, desaitre under RP E T NIA PER OTH- E.L. EACH ACCIDENT DISEASEEMPLOYE E.L. DI E - P2LICYLIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Sehedule, may be attached I more space Is required) 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Palm Springs, Its oflcials, employees and agents THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E. Tahqultz Canyon Way Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE #%V%Jrw w taw rvrvor (9) 1933-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: P-630-1R566951-TCT-21 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 06-07-21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under t he following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s): THE CITY OF PALM SPRINGS, IT8S OFFICIALS, EMPLOYEES AND AGENTS. 3200 E. TAHQIIITZ CANYON WAY PALM SPRINGS, CA 92262. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal Injury" or N "advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behal f: 2 A. In the performance of your ongoing operations; or S B. In connection with your premises owned by or rented to you. CG D4 1104 08 ® 2008 The Travelers companies, Inc. Page 1 of 1 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 5. 6 c. Method Of Sharing if all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, wewill contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an Insured underthis Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other Insurance that Is availabletosuch Insured which covers such insured as a named Insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as dva ce pr miu is a deg sl remiumonl . At tI a dose o ea c i audit pr1o4 �va will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. if the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, an yy information provided by you which we relied upon in Issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordancewith applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this Insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim Is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the Insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renewthis Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewai not less than 30 days before the expiration date. If notice Is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of thisdefinition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of21 ® 2017 The Travelers Indemnity Company. All fights reserved. CG T1 00 0219 includes copyrighted material of Insurance 5ervlces Office, Inc. with Its permission. POLICY NUMBER: BA-2S378254-21-43-a COMMERCIAL AUTO ISSUE DATE: 0 6 - 07 - 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE OF ADDITIONAL INSURED PERSONS OR ORGANIZATIONS CITY OF PALM SPRINGS, ITS OFFICIALS, EMPLOYEES AND AGENTS 3200 E. TAHQUITZ CANYON WAY PALM SPRINGS, CA 92262 PROVISIONS 1. The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION 11— COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization designated in the Schedule Of Additional Insured Persons Or Organizations who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that designated person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph 5., Other Insurance, in B., General Conditions, of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part S. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which the person or organization designated in the Schedule Of Additional Insured Persons Or Organizations is the first named insured when the written contract or agreement between you and that designated person or organization, that is signed by you before the "bodily injury' or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 42 02 16 ® 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. AlCE1 AiR rpplTpl INSURANCE 9860 E. 21" N. Wichita, KS 67206 Date of Issue: August 3, 2021 CERTIFICATE HOLDER: The City of Palm Springs, Its officals, employees and agents 3400 E Tajquitz Canyon Way Suite 1 Palm Springs, CA 92262 t-nmimiluAitup INJUKANCh NAMED INSURED: Palm Springs Air Museum ADDRESS: 745 N. Gene Autry Trail Palm Springs, CA 92262-5464 PERIOD OF INSURANCE: 06/082021— 06/08/2022 INSURERS & POLICY NUMBER: Stan: Indemnity 100 0003260 is at this date insured with Starr Indemnity for the limits of coverage stated below: ALL STATES EXCEPT, NORTH DAKOTA, OHIO, WASHINGTON & WYOMING Schedule of Coverages Type of Insurance Policy Number Expiration Dates Limits of Coverage Workers' Compensation 100 0002427 06/08/22 Statutory Workers' Compensation 100 0002427 06/08/22 Statutory Employers Liability: Bodily Injury by Accident: $1,000,000 each accident Bodily Injury by Disease: $1,000,000 policy limit Bodily Injury by Disease: $1,000,000 each employee This certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all terms, exclusions and conditions of such policies. Any person or organization to whom you become obligated to waiver your rights of recovery against, under contract or agreement you enter into prior to the occurrence of loss. Should any of the above described policies be cancelled before the expiration date thereof, the issuing insurer will endeavor to mail30 days written 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 representatives. Greg Hiser, President WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2.0 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Where required by contract Any person or organization to whom you become obligated to waive your rights of recovery against, under any contract or agreement you enter into prior to the occurrence of loss. This endorsement changes the policy to which it Is attached and is effective on the date issued unless otherwise stated. (The information below Is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective: Insured: Insurance company: Policy No.: Premium: Countersigned by: Endorsement No.: WC 04 03 06 (Ed. 04-84) Page 1 of 1 AMENDMENT NO. 3 TO LEASE NO. A3613 AIR MUSEUM AND LEASE AGREEMENT AT PALM SPRINGS INTERNATIONAL AIRPORT THIS THIRD AMENDMENT ("Amendment") to Lease Agreement No. A3613 is made end entered into this 1st day of January, 2016, by and between the City of Palm Springs, a California charter city and municipal corporation, ("Landlord"), and the Palm Springs Air Museum, Inc., a California non-profit public benefit corporation ("Tenant"). RECITALS A. Landlord owns and operates an airport known as the Palm Springs International Airport, located in the City of Palm Springs, County of Riverside, State of California ("Airport"). Landlord and Tenant entered into Lease Agreement No. A3613, effective November 29, 1995, Amendment No. 1 to said Lease Agreement on December 2, 1998, and Amendment No. 2 to said Lease Agreement on February 2, 2005. The Lease Agreement and its Amendments are collectively referred to as the Agreement." B. Pursuant to the terms of the Agreement, the Landlord leases a portion of the Airport ("Demised Premises') to Tenant to construct, operate, and maintain an Air Museum. C. Tenant desires to construct, operate, and maintain certain additional facilities in furtherance of its museum use of the Demised Premises, including an additional 20,000 (approximately) square foot "hanger" for exhibit and display space and an 8,100 approximately) square foot restaurant. In addition, Tenant desires to design, construct, and provide near the southwestern corner of the Demised Premises: (1) an aircraft apron tarmac expansion to accommodate additional aircraft parking, and (2) a retention basin. The Tenant has also requested the Landlord authorize Tenant (1) to enter the adjoining airport property directly to the south of the existing property line to design and construct a public road that would serve the Demised Premises as well as other property owned by the Landlord to the south of the Demised Premises, and (2) to enter Airport property to the west of the aircraft apron tarmac described above on the Demised Premises to provide an access over Airport Property to such tarmac area. The facilities and improvements described in this Recital C are collectively referred to in this Amendment No. 3 as the "Improvements." D. Tenant also desires Landlord to pursue regulatory approvals for a future second aircraft entry/exit gate to the new aircraft apron tarmac expansion referenced as part of the Improvements in Recital C. 1 ORIGINAL BID ANDIORAGREEMENT E. Tenant also desires to ultimately develop a full service restaurant space on the Demised Premises for independent operation by a sub-lessee of Tenant as a potential aviation themed restaurant attraction, which will require significant financial investment. Tenant has requested that the 10% service fee on gross sales made in, upon or from the Demised Premises with respect to any food and beverage sales (excluding third party catering for special events or convention receptions), as otherwise required pursuant to Section 3.2(a)(ii) of the Agreement (as amended), be waived for a full service restaurant site on the Demised Premises. F. Landlord and Tenant recognize that the Improvements will enhance the Demised Premises and the Airport, and will improve the overall utility and usefulness of the Demised Premises. The abatement of certain portions of Tenant's rental obligations to partially offset the costs of the Improvements is fair and reasonable. G. The parties wish to amend the Agreement to expressly allow for additional facilities and Improvements on and adjacent to the Demised Premises and modify certain provisions thereof as provided in this Amendment No. 3. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable considerations, Landlord and Tenant agree to amend the Agreement as provided herein. AGREEMENT Section 1. Section 1.6 of the Agreement is amended to read: 1.6 Use of Demised Premises. The Demised Premises and improvements to be installed by tenant may be utilized for an Aviation Museum may include items (a) through (k) listed below. Further, the demised Premises and improvements shall include rent free space for the Civil Air Patrol in an amount comparable to the space occupied as of October 21, 1998. a) Static as well as rotational display of airworthy aircraft; b) A "theater of the air' interior to the Museum hangers; c) Gift Shop; d) Snack Bar; e) Aircraft restoration facility; d) Office use related to the Museum operations; f) Special events coordinated with the Director of Aviation; g) Parking for (display) aircraft with a minimum stay of one week; h) Museum hangers i) Restaurant Q) Retention basin k) Aircraft apron tarmac 1) Second aircraft entry/exit gate to Airport taxiway (subject to regulatory approvals) 2 Section 2 Section 3.2(a)(ii) of the Agreement is amended to read: ii) The product of ten percent (10%) times the gross sales made in, upon or from the Demised Premises with respect to any food and beverage sales except that this provision shall not apply to: (1) third party catering for special events or convention receptions, where food is prepared off-site; or (2) full-service stand-alone restaurants independently operated by a sub-lessee of Tenant." Section 3 Section 3.10 is added to the Agreement to read: 3.10. Temporary Rent Abatement for Specified Improvements. Rental payments due to Landlord from Tenant as provided in Section 3.2 of the Agreement, as amended, and in Sections 1 and 2 of Exhibit "D" of the Agreement, as amended, shall be abated and credited as payment of rent otherwise required to be paid by Tenant, for the purpose of assisting Tenant in the installation and construction of the aircraft apron tarmac, retention basin, and public street improvements as described and depicted on Exhibit "G" to this Agreement. The public street improvements shall be constructed to city local street standards and the plans, specifications, and construction contracts for the improvements shall be reviewed and approved by the City Engineer of the City of Palm Springs prior to commencement of construction; connection of the new public street to Gene Autry Trail (State Highway 111) shall also be subject to review and approval of, and issuance of permits by, Caltrans. Abatement and credit shall commence upon the earlier of the City Engineer's final acceptance of completion of (a) the aircraft apron tarmac project, or (b) the public street improvements and the basin. Rent abatement and credit associated with the aircraft apron tarmac project shall not exceed $55,000 and the rent abatement and credit associated with the public street improvements and retention basin projects shall not exceed $150,000. Notwithstanding the commencement of rent abatement and credit, Tenant shall continue to provide a monthly report of revenues otherwise due to Landlord under this Agreement. Rent abatement and credit shall cease once the total rent abatement and credit either equal the construction contract amounts or the maximum amounts specified in this Section 3.10, whichever amount is less. Once rent abatement and credit ceases under the provisions of this Section 3.10, the Tenant shall resume all rental payments as provided in this Agreement. Section 4 Except as otherwise provided in this Amendment, all terms and conditions of the Agreement shall remain in full force and effect and performance of services under the Agreement shall be governed by the provisions of the Agreement. SIGNATURES ON NEXT PAGE] 3 IN WITNESS WHEREOF,the Parties have executed this Agreement as of the dates stated below. CITY" City of Palm Springs Dater David H. Ready City Manager APPROVED BY CITY COUNCIL APPROVED AS TO FORM: ATTEST By: By: Doug s C. Holland, James Thompson, City Attorney City Clerk APPROVED BY CITY COUNCIL: Date: Agreement No. Corporations require two notarized signatures. One signature must be from Chairman of Board, President,or any Vice President. The second signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer, or Chief Financial Officer. MPANY NAME: k5 Check one_Individual_Partnership_V Corporation Address Tr?GAS%jXee V- By GUI By Signatu a(Notarized) Signature(Notarized) 4 CAL1111011111NA ALL-vuAKIM ACIu1owLEDCMEW Clm CODE g 1180 A homy public or odw allim amWbb *is cormlam v0 mea a*to idm61Y at to iilM3d who BOW to doamaa to which tia crrtIcaa i amchad rd not to authft* as.accrar.7t OF vaflty dtrm donrrwra. 3leteof Coady d11 1t E'-Y`J 1 1.1J.i L On 2L`PvYI YIzr1 Z'bimsrre. l sv '1`1 r SS frmarr fdrne and rrMa a tfa p-monaly appeared F 2(J 'd2L 1. C W \\(Ayy Btu e{' of who sm b me on the lnaeia of aefefadory aridance to be the Praay)whose rmrrnsi&j& r auhanbad to the within iaburnrd end admowkKkpd b ma thW befthell neY emouted the acme in bi ftwftl r m*wnzed capacdYW.mW that ty hmgm*h :mgrm&xv&on the iatrunad#m Pram ae or the w dity upon behall d which the person" I I exgcuW the irahurwnt. I ortiy randar PEWILTY OF PEWURY rndar to laws of the Stale of C.6krrrk Vmd#0 faregdng paragraph is,na and oarreet TONYA GNEN wrr ss ny„d wed at6ckl aeW CC!MM.82p8fl570 x NOTARY PUBLIC r CALIFORMAa RIVERSDE COUNTY Cwnotissioa A1NE 24 2018 r of Notary Public Pkos Abloy Sad Above OP'T1DItAL Though ois aseban a aptimmL oorr4pm9ep this fabmmhm am clater adw b'on of Via docvroent or frardterd realladanrd of bV&fans b an urirdwmw doamrrt Dmm of Aft3chod Title or Type of Document 1 QI yTF' f't'*.St'-Doak Dde: Nunbr of Paged: Sigar(a) O@ar Thm Nomad Above: Cepacily(e o Clued by Signr(s) Slgra/a Name: 9igrars Nrra: Caponds Olficr—Tom: 0-Pon"00fior—Tim{s)- Parivier— O tirikd GrarW Parbrw— O L:r:lad GWWW D Indrvid+a Atbmay in Fact Irrlvild Atbmay in Fad Trustee Gtard w or ommervffior Tntake Gtardan or Omaerador Otar 0tar. Signer Is Repraerdrp: Spur Is RepreaeWng: 02014166rw Nab"Assaattian-www.Nldmo mry.ag•14 -W NOTARY(1-1100b75-89y7) Ikon 19BIt7 EXHIBIT "G" SPECIFIED IMPROVEMENTS ELIGIBLE FOR RENT ABATEMENT TRY esNyIX New Hangar Aprm Tamnc A'apnti Line Retention Basin Y v"' ., Apron Tarmac Import materials to fill area, compact and finish grade for a new apron tarmac area extending beyond the existing fence line. Retention Basin Construct new retention basin beyond the existing fence line at the southwest corner of the Demised Premises to intercept and collect increased stormwater runoff generated by additional parking facilities. Public Road Improvements Construct new public street improvements to City and Caltrans standards subject to approved plans and permits located to the south of the Demised Premises, and as generally shown hereon. Access will be limited to right turn access only, no traffic signal. irk= - ¢x... ;::,__::::_: Palm Springs Air Museum Lease Agreement—add'I property Amend 2 to A3613 MO 7621, 02-02-05 AMENDMENT NO. 2 AGREEMENT NO. A3613 —AIR MUSEUM LEASE RECITALS A. The Palm Springs Air Musea m desires to expand available parking for visitors to the Museum and to construct an educational facility and hanger and requires additional properly to accommodate these additional facilities. B. The City of Palm Springs is willing to include additional real property to the existing leasehold properly to facilitate the expansion of the Palm Springs Air Museum operation. AGREEMENT THIS SECOND AMENDMENT ("Amendment") to Lease Agreement No. A3613, as amended, ("Agreement") is made and entered into on this 2nd day of February, 2005, by and between the City of Palm Springs ("Landlord") and the Pahn Springs Air Museum, hic. ("Tenant"), as follows: 1.Section 1.1 of the Agreement, incorrectly numbered therein as Section"18.1" and correctly labeled as "Demised Premises," is amended to read: 1.1 Demised Premises. The "Demised Premises" shall collectively refer to that certain real property located in the County of Riverside, State of California, as more particularly described in Exhibit"B" and Exhibit"B-1"hereof and as depicted on the Plot Plan attached as Exhibit "C" hereof. The portion of the Demised Premises shown on Exhibit`B-1" may be referred to in this Lease as the "Additional Demised Premises." 2. Exhibit`13-1," attached to this Amendment, is made a part of the Agreement. 3. Exhibit "C" is amended as shown on the document labeled "Exhibit "C" to this Amendment. 4.Section 11.4 is added to the Agreement to read: 11.4 Additional Demised Premises. In the event the Tenant does not commence construction of additional parking facilities and a permanent educational facility and hanger on the Additional Demised Premises by February 15, 2010, and diligently pursue the completion and occupancy of such facilities and improvements, the Landlord may at any time thereafter terminate the Lease insofar as the Lease applies to the Additional Demised Premises by providing Tenant with thirty days written notice to Tenant. The provisions of Section 11.1 ORIGHIML BID Page 1 of 2 AND/OR NG REEdW3ENT shall not apply to the Landlord's right to terminate the Lease for the Additional Demised Premises under the provisions of this Section 11.4. 5. Except as specifically amended in this Amendment, all of the terms and conditions of the Agreement shall remain in fiill force and effect. 6. This Amendment No. 2 shall become operative and in full force and effect upon City receipt of the Federal Aviation Administration approval of this Amendment No. 2. IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date provided above. ATTEST:CITY OF PALM SPRINGS A California Charter City v Clerk City Manager 4 ApprovedasIto Form: nPPROMny City t6rney PALM SPRINGS AIR MUSEUM, INC. A California Non-Profit Corporation Signatur Print am e and Tit si fe V I i'vZ'V1'" Print Name and Title Page 2 of 2 EXHIBIT B AIR MUSEUM PARCEL 05-3 LEASE DESCRIPTION A portion of the Southwest quarter of Section 7 of Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Palm Springs, Comity of Riverside, State of California,described as follows: Commencing at the Southwest corner of said Section 7; Thence North 56 deg. 55 min.42 sec. East,a distance of 1648.17 feet to a point which lies 1080.00 feet left of Centerline Station 96+79.56 of Runway 13R/3 I L, said point being the POINT OF BEGINNING. Thence North 36 deg.32 min. 13 sec.West, a distance of 41.95 feet, parallel with said runway to a point in a line parallel to and distant easterly 3.00 feet from an existing,North- bearing chain-link fence; Thence North 00 deg. 05 min.40 sec. West, a distance of 319.08 feet along said parallel line; Thence North 53 deg. 27 min.47 sec. East,a distance of 484.63 feet to a point in the southwest line of Gene Auhy Trail, 100.00 feet in width; Thence South 28 deg.06 min. 05 sec. East,a distance of 301.90 feet, along said southwest line; Thence South 53 deg. 27 min.47 sec. West,a distance of 629.88 feet to the POINT OF BEGINNING. Contains 3.91 Acres,more or less. EXHIBIT B-1 AIR MUSEUM PARCEL 05-2 LEASE DESCRIPTION A portion of the Southwest quarter of Section 7, together with a portion of the Norlhwest quarter of Section 18, all in Township 4 South, Range 5 East, San Bernardino Meridian, in the City of Palm Springs, County of Riverside, State of California,described as follows: Commencing at the Southwest comer of said Section 7; Thence North 56 deg. 55 min.42 sec. East, a distance of 1648.17 feet to a point which lies 1080.00 feet left of Centerline Station 96+79.56 of Runway 13R/3IL; Thence South 36 deg. 32 min. 13 sec.East, a distance of 1022.79 feet, parallel with said runway,to the POINT OF BEGINNING. Thence North 53 deg. 27 min.47 sec. East,a distance of 478.20 feet to a point in the southwest line of Gene Autry Trail, 100.00 feet m width; Thence South 28 deg. 06 min. 05 sec. East, a distance of 304.82 feet, along said southwest line to the beginning of a tangent curve, concave northeasterly and havnhg a radius of 1050.00 feet; Thence southeasterly along said curve through a central angle of 08 deg. 26 min. 03 sec. , an are distance of 154.56 feet to a point of tangency; Thence South 36 deg.32 min. 08 sec. East, a distance of 34.98 feet; Thence South 53 deg.27 min.47 sec. West, a distance of 422.12 feet to a point in a line which lies 1080.00 feet left of the centerline of Runway 13R/3IL; Thence North 36 deg. 32 min. 13 sec. West,a distance of 490.51 feet along said line to the POINT OF BEGINNING. Contains 5.00 Acres,more or less. EXHIBIT "C" AIR MUSEUM LEASE PLAT SHOWING A P RTI N OF THE N. W. 1/4 SEC, 1 8, AND THE S, W, 1/4 SEC, 7, T, 4 S, R, 5 E, S, D, K a0a n o w w h wl NI d v EX. 6' C. L. FE EI 30 z z N 00'OS' 40'W 9 J 219. 09 Ld y2 ti po s N 36'32' 13'W / 17 41. 95 PARCEL 94-2A 2/ 2 J s car, SONT OF 96+75. BEGINNING 56, C/LTA 13R/31L 1080' LT h Nag 8N 12 L) / PAR 05-2 9 s SOUTH LINE SW 1/4 SEC 7 T. 4 S, R. 5 E 5. 00 AC. 13 18 N 89'42'S9'W POINT OF BEGINNING 1080' LT, C/L 13R/31L c 7 2 tit DATA O DELTA/BEARING RADIUS LEN. /DIST. TANGENT OA 86 26' 03' 1050. 00 154, 56 77. 42 O N 36° 32' 08' W 34. 98 MEM0RAINDUM TO: Janet Buck Aviation FROM: Kathie Hart Chief Deputy City Clerk DATE: March 15, 2005 SUBJECT: Palm Springs Air Museum A3613 cc: Jay Thompson, City Clerk File Attached are three (3) copies of the above referenced agreement. We have retained the original our files. Please feel free to contact me if there are any questions, ext. 8206. kdh attach. r e, ALAl a City of Palm Springs City Attorney 3200'Ihhqu"tz Canyon Way• Pairs Springs,California 92262 TEL:(760)323-8211 •TDD(760)864-9527 March '10, 2005 Sharon Maguire President Palm Springs Air Museum 745 North Gene Autry Trail Palm Springs, CA 92262 Re: Overabundance of Caution Dear Ms. Maguire: Your inquiry of March 3, 2005 has been referred to me for review and comment. The only purpose of the proposed "Amendment No. 2" was to add additional property to the land leased to the Air Museum. The added exhibits relate solely to the additional land that is generally described in the amendment as "Additional Demised Premises." Since Council wanted to expressly ensure that it possessed the ability to terminate the lease of the "Additional Demised Premises" in the event additional facilities are not built by 2010, we differentiated the "Additional Demised Premises" from the rest of the Demised Premises under the Agreement. The Amendment No 2 does not delete any property from the Lease Agreement. If you have any questions, please do not hesitate to give me a call. Very Truly s, Dougl4 C. Holland City Attorney DCH/mh Post Office Box 2743 0 Palm Springs, California 92263-2743 Honoring All Veterans March 3, 2005 Richard S. Walsh, A.A.E. Director of Aviation City of Palm Springs 3400 E. Tahquitz Canyon Way, Suite OFC Palm Springs, CA 92262 Re: Palm Springs Air Museum Lease Agreement Amendment 2 to A3613; MO 7621, 02-02-05 Dear Richard: I enclose Amendment No. 2 (Agreement No. A3613 —Air Museum Lease), fully executed by the Palm Springs Air Museum and thus effective upon FAA approval. The Museum is well aware of the fact that the City of Palm Springs never intended by Amendment No. 2 to in any way to decrease or eliminate the Museum's leasehold interest that was created by the City for the Museum on November 29, 1995 (the "Original Lease"). However, the "Demised Premises" definition (paragraph 1.1 in Amendment No. 2) might conceivably be so read. The Museum is therefore, out of an overabundance of caution, asking that the City, in a letter addressed to the undersigned, acknowledge that Parcel 94-2A (Airport Lease Plat) is still a part of the "Demised Premises" as that term is defined in Paragraph 1.1 of Amendment No. 2. The Museum and all of its Directors and Officers are grateful for the City's cooperation and support. Sincerely,, c Shro 1' an Maguire President SM:DHR:ark Enclosure Cc: Philip E. Hixon, Chairman/CEO 745 North Gene Autry Trail,Palm Springs,California 92262 760-778-6262 FAX 760-320-2548 www.PaliiiSpriligsAirMuseum.org P.S. Air Museum, Inc. Lease Agr - Gene Autry Trail Amend #1 - Premise Uses AGREEMENT #3613 M06279, 12-2-98 AMENDMENT NO, 1 AGREEMENT NO. A3613, AIR MUSEUM LEASE RECITALS Whereas, the Palm Springs Air Museum has expressed concern over certain rental provisions of the existing lease as they relate to the overall facility financial viability; and Whereas the City of Palm Springs is desirous of clarifying certain rental provisions of the lease to help ensure the Museum's financial viability. THIS FIRST AMENDMENT to Lease Agreement A3613, (herein "Agreement") made and entered into on thecZ' day of 1998, by and between the CITY OF PALM SPRINGS (herein Landlord")and PALM SPRINGS AIR MUSEUM, INC.,(herein "Tenant") is hereby effective December 1, 1998, as follows: 1.Section 1.6 is hereby amended to read as follows: l.6 Use of Demised Premises. The Demised Premises and improvements to be installed by tenant may be utilized for an Aviation Museum which may include items (a) through (h) listed below. Further, the Demised Premises and improvements shall include rent free space for the Civil Air Patrol in an amount comparable to the space occupied as of October 21, 1998. a) Static as well as rotational display of airworthy aircraft; b) A "theater of the air" interior to the Museum hangar; c) Gift shop; d) Snack bar; e) Aircraft restoration facility; f) Office use related to the Museum operations; g) Special events coordinated with the Director of Aviation; h) Parking for (display) aircraft with a minimum stay of one week. 2.Section 3.2(a)(ii) is hereby amended to read as follows: ii) The product of ten percent (10%) times the gross sales made in, upon or from the Demised Premises with respect to any food and beverage sales except that third party catering for special events or convention receptions, where food is prepared off-site, shall pay no percentage rental." 3.Exhibit "D" Item "2." is hereby amended to read as follows: 2 Facility Rental/Special Events-Convention Receptions. Tenant shall pay to Landlord 250 per person in attendance at events where Museum facilities are rented for special events, parties, convention receptions or similar activities. Except as specifically worded herein, all terms and conditions of the Agreement shall remain in full force and effect and performance of services under the Agreement shall be governed by the provisions of the Agreement. pVI;IG91 a'v A,)YU-= 1l11ADXN A-GiREL::.,fMCigT IN WITNESS WHEREOF,the parties have executed and entered into this Amendment as of the date state below: AT7 T: CIT OF SP G IFORNIA C{ity Clerk City anagg APPROVED AS TO FORM: City gurney CONTRACTOR: 7,14m? Ep'rye 1114 YIGrsEGli 1, 1111c. q19ck One: _individual, _partnership, corpo S,pal . fWC 04 J. PoNd , NW-IM12 Print Name and Title 31e\ By: SignaNre Phil.p E , 1-Fip oh ITrCa su_rtaV Print Natne afd Title Mailing Address: 94/,5 Alnk# 6ne A414// PdZ, spr69s , 9MA, J Corporations require two signatures: one from each of the following: A. Chairman of Board, President, any Vice President; AND B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). P.S. Air Museum, Inc. Lease Agr - Approx 10 acres on Gene Autry Tr. Frontage AGREEMENT #3613 CM Signed, 11-29-95 LEASE THIS LEASE ("Lease") is made and entered into this e day of u . 199 by and between the CITY OF PALM SPRINGS, a municipal corporation ("Landlord"), and PALM SPRINGS AIR MUSEUM, INC., a California non-profit public benefit corpporation ("Tenant"). HEISIIALa A. WHEREAS the Palm Springs Air Museum, (Tenant) a non-profit organization, has offered to construct up to $5 million worth of improvements to develop a "flying" Air Museum at the Airport; and B. WHEREAS the Airport's new Master Plan has designated approximately 10 acres on the Gene Autry Trail frontage for development of an Air Museum; and C. WHEREAS the City of Palm springs (Landlord), with the concurrence of the Federal Aviation Administration, has determined that the Air Museum's involvement of actively flown aircraft to rotate displays rather than just mere static display, is an appropriate Aeronautical Activity" for the Airport property; and D. WHEREAS the City Council has set forth the benefits to accrue to the Airport as a result of the development of an Air Museum in Resolution No. 18475, copy attached as Exhibit A to this Lease Agreement; and E. WHEREAS the Museum will promote and encourage the general public interest in aviation and is consistent with national efforts to enhance public awareness and support for airports and aviation; and F.WHEREAS the nature of the Air Museum use is such that it will serve as a draw to bring visitors to the site, and not merely those involved in the aviation industry, but also those with broader revenue production purposes. In enhancing the leaseability of surrounding property, it will assist in making the Airport as self-sustaining as possible, NOW THEREFORE, the parties hereto agree as follows: 1. LEASE SUMMARY. Certain fundamental lease provisions are presented in this Section and represent the agreement of the parties hereto, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any conflict between any fundamental lease provision and the balance of this Lease, the latter shall control. References to specific Sections are for convenience only and designate some of the Sections where references to the particular fundamental lease provisions may appear. 18.1 Demised Premises. The "Demised Premises" shall refer to that certain real property located in the County of Riverside, State of California, as more particularly described in Exhibit "B" hereof and as depicted on the Plot Plan attached as Exhibit "C" hereof. 1.2 Lease Commencement Date. The term of this Lease shall commence on the date that Option Agreement No. 3499 is exercised by tenant and this Lease Agreement is executed by landlord and shall terminate forty (40) years thereafter. 1 .3 Extension Options. None. 1 .4 Rental/Compensation,. See Exhibit "D". Percentage Rental: See Section 3.2. 1 .5 Security Deposit. hLima. (See Section 3.10). Page 2 1 .6 Us . of Demised Pr .rnises. The Demised Premises and the improvements to be installed by tenant, may be utilized for an Aviation Museum which may include the following: a) Static as well as rotational display of airworthy aircraft; b) A "theater of the air" interior to the Museum hangar; c) Gift shop; d) Snack bar; a) Aircraft restoration facility, f) Civil Air Patrol office and training facilities; g) Office use related to the Museum operations; h) Special events coordinated with the Director of Aviation i) Parking for (display) aircraft with a minimum stay of one week. 1.7 Not Applicable Sections. Sections 2.2, 3.3, shall not be applicable to this Lease. 1.8 Tenant's Address for Notices. Palm Springs Air Museum, Inc. 109 South Indian Avenue Palm Springs, CA 92262 2. TERM. 2.1 Initial Term. The initial term of this Lease shall commence on the date specified in Section 1 .2 ("Commencement Date") and shall continue for the period specified therein unless earlier terminated as provided herein. 2.2 Option Term. Tenant is given the option(s) to extend the term on all of the provisions contained in this Lease for the period specified in Section 1.3 ("extended term") following the expiration of the initial term or any other extended term properly exercised hereunder, by giving notice of exercise of the option ("option notice") to Landlord at least one hundred twenty (120) days but not more than six (6) months before the expiration of the initial term or any other extended term properly exercised hereunder; provided that, if Tenant is in default on the date of giving the option notice, the option notice shall be totally ineffective or, if Tenant is in default on the date the extended term is to commence, the extended term shall not commence and this Lease shall expire at the end of the initial term or properly exercised extended term. 2.3 Time. Time is of the essence of this Lease. 2.4 Force Majeure. If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the delay; provided, however, nothing in this Section shall excuse Tenant from the prompt payment of any rental or other charge required of Tenant hereunder except as may be expressly provided elsewhere in this Lease. 2.5 Holding Over. Any holding over after the expiration of the term of this Lease, with the consent of Landlord, express or implied, shall be construed to be a tenancy from month to month, cancelable upon thirty (30) days written notice, and at a rental equal to one hundred fifty percent (150%) of the last applicable Monthly Rental and upon terms and conditions as existed during the last year of the term hereof. Palm Springs Air Museum Agreement Page 3 3. RENTAL. 3.1 Rental/Compensation. Tenant shall pay to Landlord, or perform on behalf of Landlord, the rental and other consideration set forth on Exhibit "D". All rentals to be paid by Tenant to Landlord shall be in lawful money of the United States of America and shall be paid without deduction or offset, prior notice or demand at the address designated in Section 13.10 hereof. 3.2 Percentage Rental. a) In addition to the Monthly Rental hereinabove agreed to be paid by Tenant, Tenant shall and will pay to Landlord at the time and in the manner herein specified as additional rental (sometimes referred to herein as "percentage rental") a sum equal to the following: 0) The product of three percent (3%) times the gross sales made in, upon or from the Demised Premises with respect to any gift shop sales. 60 The product of ten percent (10%) times the gross sales made in, upon or from the Demised Premises with respect to any food and beverage sales. b) Within fifteen 05) days after the end of each calendar month of the term hereof, commencing with the fifteenth (15th) day of the month following the Commencement Date, and ending with the fifteenth (15th) day of the month next succeeding the last month of the Lease term, Tenant shall furnish to Landlord a statement in writing, certified by Tenant to be correct, showing the total gross sales made in, upon, or from the Demised Premises during the preceding calendar month relating to such gift shop and food and beverage shales (or fractional month at the beginning of the term if the Commencement Date is other than the first day of a month), and shall accompany each such statement with a payment to Landlord equal to said percentage of such total monthly gross sales made in, upon, or from the Demised Premises during each calendar month. c) The term "gross sales" as used herein means the total gross receipts, including the actual charges for all services performed by Tenant and fees charged by Tenant and by anyone including any subtenant, licensee or concessionaire in, at, from, or arising out of the use of the Demised Premises, whether wholesale or retail, whether for cash or credit, or otherwise, and including the value of all consideration other than money received for any of the foregoing, without reserve or deduction for inability or failure to collect, including, but not limited to sales, related to said gift shop and, any food and beverage sales related hereto. Each installment or credit sale shall be treated as a sale for the full price in the month during which such sale is made, irrespective of whether or when Tenant receives payment therefor. Gross Sales shall not include sales taxes, so-called luxury taxes, consumers excise taxes, gross receipts taxes and other similar taxes now or hereafter imposed upon_the sale of merchandise or services, but only if collected separately from the selling price of merchandise or services and collected from customers. d) The Tenant shall keep at the Demised Premises (and shall require any permitted subtenant to keep at the Demised Premises) full, complete and proper books, records and accounts of its daily gross sales, both for cash and on credit, at any time operated in the Demised Premises. The Landlord and its agents and employees shall have the right at any and all times, during regular business hours, to examine and inspect all of the books and records of the Tenant, including any sales tax reports pertaining to the business of the Tenant conducted in, upon, or from the Demised Premises, for the purpose of investigating and verifying the accuracy of any statement of gross sales and to cause an audit of the business of Tenant to be made by a certified public accountant of Landlord's selection. If the statement of gross sales previously made to Landlord shall be found to be inaccurate, then and in that event, there shall be an adjustment and one party shall pay to the other on demand such sums as may be necessary to settle in full the accurate amount of said percentage rental that should have been paid to Landlord for the period or periods covered by such inaccurate statement or statements. If said audit shall disclose an inaccuracy of greater than three percent (3%) error with respect to the amount of gross sales reported by Tenant for the period of said report, then Palm Springs Air Museum Agreement Page 4 the Tenant shall immediately pay to Landlord the cost of such audit; otherwise,.the cost of such audit shall be paid by Landlord. 3.3 Cost of Living Adjustrn nt. Upon each fifth year anniversary date of the Commencement Date or if the Commencement Date is not on the first day of a month, then on the first day of the next calendar month, the Monthly Rental shall be adjusted in proportion to changes in the Consumer Price Index except that no five (5) year adjustment shall exceed 25%. Such adjustment shall be made by multiplying the original Monthly Rental by a fraction, the numerator of which is the value of the Consumer Price Index for the calendar month three 3) months preceding the calendar month for which such adjustment is to be made and the denominator of which is the value of the Consumer Price Index for the same calendar month immediately prior to Commencement Date. For example, if the adjustment is to occur effective June 1, 1989, the index to be used for the numerator is the index for the month of March 1989 and the index to be used for the denominator is the index for the month of March preceding the Commencement Date. However, in no event shall the rent be reduced below the Monthly Rental in effect immediately preceding such adjustment. The "Consumer Price Index" to be used in such calculation is the Consumer Prie,e Index, All Urban Consumers (All Items) for the Los Angeles-Anaheim-Riverside Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics (1982-84 = 100). If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. 3.4 Additional Rental. For purposes of this Lease, all monetary obligations of Tenant under this Lease, including, but not limited to, insurance premiums, property taxes, maintenance expenses, late charges and utility costs shall be deemed to be additional rental. 3.5 Real Property Taxes. In addition to all rentals herein reserved, Tenant shall pay, at the election of Landlord, either directly to the taxing authority or to Landlord, annual real estate taxes and assessments levied upon the Demised Premises (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if Landlord receives the tax bill, ten (10) days after receipt of a copy of the tax bill from Landlord, whichever is later. Even though the term of this Lease has expired and Tenant has vacated the Demised Premises, when the final determination is made of Tenant's share of such taxes and assessments, Tenant shall immediately pay to Landlord the amount of any additional sum owed. 3.6 Personal Property Taxes. During the term hereof Tenant shall pay prior to delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property of Tenant contained in the Demised Premises, and when possible Tenant shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of Landlord. 3.7 Utilities. Tenant shall pay before delinquency all charges for water, gas, heat, electricity, power, sewer, telephone service, trash removal and all other services and utilities used in, upon, or about the Demised Premises by Tenant or any of its subtenants, licensees, or concessionaires during the term of this Lease. 3.8 Late Payment. Tenant hereby acknowledges that lawpayment by Tenant to Landlord of rental or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, any payment of any sum to be paid by Tenant not paid when within five (5) days of its due date shall be subject to a five percent (5%) late charge. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss suffered by such late payment by Tenant. 3.9 Interest. Any sum to be paid pursuant to the terms of this Lease not paid when due shall bear interest from and after the due date until paid at a rate equal to three percent (3%) over the reference rate being charged by Bank of America, N.A. from time to time Palm Springs Air Museum Agreement Page 5 during such period so long as the rate does not exceed the maximum non-usurious rate permitted by law in which case interest shall be at the maximum non-usurious rate allowed by law at the time the sum became due. 4. USE OF THE PREMISES. 4.1 Permitted Use. The Landlord hereby leases to Tenant and Tenant hires from Landlord the Demised Premises with appurtenances as defined herein, for the purpose of conducting thereon only the use specified in Section 1.6 of this Lease and for no other use. 4.2 Prohibited Uses. Tenant shall not sell or permit to be kept, used, displayed or sold in or about the Demised Premises (a) pornographic or sexually explicit books, magazines, literature, films or other printed material, sexual paraphernalia, or other material which would be considered lewd, obscene or licentious, (b) any article which may be prohibited by standard forms of fire insurance policies, or (c) any alcoholic beverages unless expressly permitted by Section 1.6 hereof. Tenant shall not use, or permit to he used, the Demised Premises or any part thereof for the installation or on-premises use of any vending machine, gaming machine or video or arcade game unless expressly permitted by this Lease. Tenant shall not store or sell any fuel or petroleum products. Tenant shall not allow any overnight itinerant aircraft parking or storage of dismantled aircraft. 4.3 Compliance with Laws. Tenant shall, at his sole cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Demised Premises, and shall faithfully observe in said use all municipal ordinances, including, but not limited to, the General Plan and zoning ordinances, state and federal statutes, or other governmental regulations now in force or which shall hereinafter be in force. Tenant's violation of law shall constitute an incurable default under this Lease. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such order or statute in said use, shall be conclusive of that fact as between the Landlord and Tenant. Tenant shall not engage in any activity on or about the Demised Premises that violates any Environmental Law, and shall promptly, at Tenant's sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean-up and removal of any contamination involving any Hazardous Material created or caused directly or indirectly by Tenant. The term "Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation pertaining to health; industrial hygiene or the environmental conditions on, under or about the Demised Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. Sections 9601 at B_e4.; (ii) the Resource Conservation and Recovery Act of 1976 d"RCRA"), 42 U.S.C. Sections 6901 gt Sgq.; (iii) California Health and Safety Code Sections 25100 at =.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 gl; a".; v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety Code Section 25915; NO the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 gt aU.; viii) California Water Code Section 1300 gt 5".; and (ix) California Civil Code Section 3479 et sg4., as such laws are amended and the regulations and administrative codes applicable thereto. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) defined or listed as a "hazardous waste", "extremely hazardous waste", "restrictive hazardous waste" or "hazardous substance" or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms Hazardous Materials" and "Environmental Laws" in their broadest sense. Tenant shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 gt=. Tenant shall provide prompt written notice to Landlord of the existence of Hazardous Substances on the premises and all notices of violation of the Environmental Laws received by Tenant. ' Palm Springs Air Museum Agreement Page 6 4.4 Non-Discrimination & FAA Required Clauses a) Tenant for himself, his heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land" that un the event facilities are constructed, maintained or otherwise operated on the said property described in the lease for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits, the Tenant shall maintain and operate such facilities and services in compliance with all other requirements impose pursuant to Title 49, Code of Federal Regulations DOT, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. b) The Tenant for himself, his personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land" that',: (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits, of or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination, (3) that the Tenant shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21 , nondiscrimination in Federally-Assisted Programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. c) That in the event of breach of any of the above nondiscrimination covenants, landlord shall have the right to terminate the lease, and to reenter and repossess said land and the facilities thereon, and hold the same as if said lease had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed including expiration of appeal rights. d) Tenant shall furnish its accommodations and/or services on a fair, equal and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable and not unjustly discriminatory prices for each unit or services; provided that the Tenant may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volume purchasers. a) Non-compliance with Provision 4 above shall constitute a material breach thereof and in the event of such non-compliance the Landlord shall have the right to terminate this lease and the estate hereby created without liability therefore or at the election of the Landlord or the United States either or both said Governments shall have the right to judicially enforce provisions. f) Tenant agrees that is shall insert the above five provisions in any sublease or contract by which said Tenant grants a right or privilege to any person, form or corporation to render accommodations and/or services to the public on the premises herein leased. g) The Tenant assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no person shall on the grounds of race, creed color, national origin, or sex be excluded from participating in any employment activities covered in 14 CFR Part 152, subpart E. The Tenant assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. The Tenant assures that it will require that its covered sub-organizations provide assurances to the Tenant that they similarly will undertake affirmative action programs and that they will require assurances from their sub- organizations, as required by 14 CRF Part 152, Subpart E, to the same effort. Palm Springs Air Museum Agreement Page 7 h) The Landlord reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or view of the Tenant and without interference or hindrance. W The Landlord reserves the right, but shall not be obligated to the Tenant to maintain and keep in repair the Landing area of the airport and all publicly-owned facilities of the airport, together with the right to direct and control all activities of the Tenant in this regard. W The Lease shall be subordinate to the provisions and requirements of any existing or future agreement between the Landlord and the United States, relative to the development, operation or maintenance of the airport. k) There is hereby reserved to the Landlord, 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 premises herein (leased, licensed, permitted). This public right of flight shall include the right to cause in 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 operation on the Palm Springs Regional Airport. II Tenant agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulation in the event future construction of a 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. m) The Tenant, by accepting this, expressly agrees for itself, its successors and assigns that it will not erect nor permit the erection of any structure or object, nor permit the growth of any tree on the land leased hereunder above the mean sea level elevation of 530 feet. Landlord reserves the right to enter upon the land leased, hereunder and to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of the Tenant. n) The Tenant, by accepting this Lease, agrees for itself, its successors and assigns that it will not make use of the lease premises in any manner which might interfere with the landing and taking off of aircraft from palm Springs Regional Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, the owner reserves the right to enter upon the premises here leased, and cause the abatement of such interference at the expense of the Tenant. o) It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958 (49 U.S.0 1349a). p) The lease, 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 non-exclusive use of the airport by the United States during the time of war or national emergency. 4.5 Remediation Obligations. If any inspection of the Demised Premises determines that a release of hazardous materials or substances has occurred or if the presence or threatened presence of any Hazardous Material is hereafter detected on or about the Demised Premises, and the Hazardous Material is one which may have been introduced to the Demised premises by Tenant or its agents, contractors, employees, or licensees during the term of this Agreement or any previous agreement between City and Tenant, then until such time as it is finally determined by a court of competent jurisdiction that such Hazardous Material (hereinafter Covered Hazardous Material") was released or discharged on or about the Designated Premises by a person other than Tenant or its agents, contractors, employees, or licensees, Tenant shall, at its sole expense, immediately commence the remedial clean-up measures to assess, remove or remediate the Covered Hazardous Material from the Demised Premises, monitor, mitigate Palm Springs Air Museum Agreement Page 8 and/or dispose of the effects of such hazardous Material, as such may be required, and shall diligently pursue such assessment, removal, remedial, clean-up, monitoring, disposal and mitigation measures to completion and closure from the appropriate regulatory agencies, all in compliance with applicable Environmental Laws. Such activities shall be conducted in a diligent, expeditious and safe manner so as to not allow any dangerous or hazardous conditions to occur on the Demised Premises during or after such activities. In addition, Tenant shall promptly repair all damage to the Demised Premises and the improvements thereof caused by any such remedial removal, remedial clean-up, monitoring, disposal or mitigation measures undertaken by or at the direction of Tenant and return the Demised Premises to the condition it existed immediately prior to such remediation activities. 4.6 Signs. Tenant shall not place or permit to be placed any sign that is not in compliance with the sign ordinance of the Landlord upon the exterior or in the windows of the Demised Premises. Any sign not constructed in accordance therewith shall be immediately removed by Tenant and, if said sign is not removed by Tenant within ten (10) days of written notice from Landlord to Tenant, then Landlord may remove and destroy said sign without Tenant's approval and without any liability to Tenant. 4.7 Public Facilities Inoress. Egress and Quiet Enjoyment Landlord agrees that Tenant, upon payment of the rental hereunder and performing the covenants of the Lease, may quietly have, hold and enjoy the Demised Premises during the term of the Lease, and that Tenant shall have the non-exclusive right to use, in common with others, the public facilities at the Airport and Tenant shall have a reasonable right of ingress to and egress from the Demised Premises and the public facilities for its employees, visitors and customers. 4.8 Rules and Regulatione,. Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from time to time promulgate and/or modify. Any amendment or modification of the Rules and Regulations shall be binding upon the Tenant upon delivery of a copy of such amendment or modification to Tenant. Landlord shall not be responsible to Tenant for the nonperformance of any said rules and regulations by any other tenants or occupants. The Rules and Regulations shall apply and be enforced as to all tenants in the Demised Premises on a uniform basis. 5. IMPROVEMENTS, MAINTENANCE AND REPAIRS 5.1 Improvements Alterations and Fixtures. Tenant shall not make any improvements to the Demised Premises, without the prior written consent of Landlord, and any improvements to the Demised Premises, except movable furniture, trade fixtures shall become at once a part of the realty and shall at the expiration or earlier termination of this Lease belong to Landlord free and clear of any liens or encumbrances. Any such improvements shall be in conformance with the requirements of all municipal, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees of the public and in conformance with reasonable rules and regulations of Landlord. Landlord may require that any such improvements be removed prior to the expiration of the term hereof. Any removal of improvements or furniture and trade fixture shall be at Tenant's expense and accomplished in a good and workmanlike manner. Any damage occasioned by such removal shall be repaired at Tenant's expense so that the Demised Premises can surrendered in a good, clean and sanitary condition as required by Section 5.2 hereof. Any and all fixtures, improvements and appurtenances installed by Tenant shall conform with the requirements of all municipal, state, federal, and governmental authorities including requirements pertaining to the health, welfare, or safety of employees or the public. 5.2 Maintenance and Repair Tenant shall, at all times during the term hereof, and at Tenant's sole cost and expense, keep, maintain and repair the Demised premises and other improvements upon the Demised Premises in good and sanitary order, condition, and repair, including without limitation, the maintenance and repair of any store front, doors, window casements, glazing, heating and air conditioning system, plumbing, pipes, electrical wiring and conduits. Tenant shall also at its sole cost and expense be responsible for any alterations or improvements to the Demised Premises necessitated as a result of the requirement of any municipal, state or federal authority. Tenant hereby waives all right to make repairs at the expense of the State of California to make said repairs. Tenant agrees on the last Palm Springs Air Museum Agreement Page 9 day of said term or sooner termination of this Lease to surrender the Demised Premises with appurtenances in the same condition as when received and in a good, clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the elements excepted. Tenant shall periodically sweep and clean the sidewalks adjacent to the Demised Premises, as needed. Tenant shall maintain the landscaped frontage east of the Demised Premises including the cost of water and electricity. Tenant shall not permit the open storage of dismantled aircraft on the Demised Premises. 5.3 E[QQ Frortr Liens. Tenant shall keep the Demised.Premises free from any liens arising out of any work performed, material furnished, or obligation incurred by Tenant or alleged to have been incurred by Tenant. 5.4 Construction Obligati«. Tenant agrees to construct the improvements to the extent shown on the attached Exhibit :E at its sole cost and expense. It is specifically agreed that, at the sole option of the Landlord, the improvements constructed on the Demised Premises shall become the property of the Landlord, free and clear from any and all encumbrances at the expiration or termination of the agreement or any extension thereof, or if said Air Museum fails to operate for 12 consecutive months. 5.5 Landlord's Reserved Rights. a) Airport Development and Safety. Landlord reserves the right to further develop or improve the aircraft operating area of the Airport as it sees fit, except that portion of the Airport comprising of the Demised Premises, and Landlord reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Tenant from erecting or permitting to be erected any building or other structure of the Demised premises which, in the opinion of Landlord, would limit the usefulness of the Airport or constitute a hazard to aircraft. b) Lease to United States. During the time of war or national emergency, Landlord shall have the right to lease the landing area or any part thereof to the United States Government for military or naval use, and, if such lease is executed, the provisions of the Lease insofar as they are inconsistent with the provisions of the Lease to the Government shall be suspended and, in that event, a just and proportionate part of the rent hereunder shall be abated, and the period of such closure shall be added to the term of this Lease so as to extend and postpone the expiration thereof unless the Tenant otherwise elects to terminate the Lease. 6. INSURANCE AND INDEMNIFICATION. 6.1 Insurance Provided by Tenant. a) Food Preparation. Tenant, if involved in food preparation and sales as a cafe, restaurant, or similar use, and/or food takeout service, shall install at Tenant's expense any fire protective systems in grill, deep fry, and cooking areas which are required by city, county, and state fire ordinances, and such system when installed shall qualify for full fire protective credits allowed by the fire insurance rating and regulatory body in whose jurisdiction the Demised Premises are located. b) Tenant to Provide Fire and Extended QQveracie Insurance. Tenant, at its expense, shall maintain fire and extended coverage insurance throughout the term of this Lease written on a per occurrence basis on the Demised Premises, its trade fixtures, equipment, personal property and inventory within the Demised Premises from loss or damage to the extent of the full replacement value. c) Tenant to Provide Liability Insurance. During the entire term of this Lease, the Tenant shall, at the Tenant's :sole cost and expense, but for the mutual benefit of Landlord and Tenant, maintain comprehensive general liability insurance insuring against claims for bodily injury, death or property damage occurring in, upon or about the Demised Premises and on any sidewalks directly adjacent to the Demised Premises written on a per Palm Springs Air Museum Agreement Page 10 occurrence basis in an amount not less than rather (i) a combined single limit of TWO MILLION DOLLARS ($2,000,000.00) for bodily injury, death, and property damage or (ii) bodily injury limits of $250,000.00 per person, $500,000.00 per occurrence and $500,000.00 products and completed operations and property damage limits of $100,000.00 per occurrence and 260,000.00 in the aggregate; provided, however, if Landlord so elects Landlord may provide such insurance and, in such event, Tenant agrees to pay its pro rata share of the cost of said insurance on the same basis as provided in 'Section 6.1 above. d) Tenant to Provide Worker's Compensation Insurance. Tenant shall, at the Tenant's sole cost and expense, maintain a policy of worker's compensation insurance in an amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Tenant and the Landlord against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Tenant in the course of conducting Tenant's business in the Demised Premises. e) General Provisions Applicable to Tenant's Insurance. All of the policies of insurance required to be procured by Tenant pursuant to this Section 6.1 shall be primary insurance and shall name the Landlord, its officers, employees and agents as additional insureds. The insurers shall waive all rights of contribution they may have against the Landlord, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing 30 days prior written notice by registered mail to the Landlord. Prior to the Commencement Date or such earlier date as Tenant takes possession of the Demised Premises for any purpose; and at least 30 days prior to the expiration of any insurance policy, Tenant shall provide Landlord with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages written by insurance companies acceptable to Landlord, licensed to do business in the state where the Demised Premises are located and rated A:VII or better by Best's Insurance Guide. In the event the Risk Manager of Landlord ("Risk Manager") determines that (i) the Tenant's activities in the Demised Premises creates an increased or decreased risk of loss to the Landlord, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Tenant agrees that the minimum limits of any insurance policy required to be obtained by Tenant may be changed accordingly upon receipt of written notice from the Risk Manager; provided that Tenant shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of Landlord within ten (10) days of receipt of notice from the Risk Manager. Landlord and Tenant hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Demised Premises, its contents, or Tenant's trade fixtures, equipment, personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of their respective insurance companies insuring such property of either Landlord or Tenant against such loss, waive any right of subrogation that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby. 6.2 Indemnification of Landlord. Tenant, as a material part of the consideration to be rendered to Landlord under this Lease, hereby waives all claims against Landlord for damage to equipment or other personal property, trade fixtures, leasehold improvements, goods, wares, inventory and merchandise, in, upon or about the Demised Premises and for injuries to persons in or about the Demised Premises, from any cause arising at any time. Tenant agrees to indemnify the Landlord, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with (i) the negligent performance of the work, operations or activities of Tenant, its agents, employees, subcontractors, or invitees, provided for herein, or (ii)(iii) arising from the use of the Demised Premises or the parking and common areas by Tenant or its employees and customers, or arising from the failure of Tenant to keep the Demised Premises in good condition and repair, as herein provided, or (iv) arising from the negligent acts or omissions of Tenant hereunder, or (v) arising from Tenant's negligent Palm Springs Air Museum Agreement Page 11 performance of or failure to perform any term, provision covenant or condition of this Lease, whether or not there is concurrent passive or active negligence on the part of the Landlord, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the Landlord, its officers, agents or employees, who are directly responsible to the Landlord, and in connection therewith: a) Tenant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; b) Tenant will promptly pay any judgment rendered against the Landlord, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Tenant hereunder; and Tenant agrees to save and hold the Landlord, its officers, agents, and employees harmless therefrom; c) In the event the Landlord, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Tenant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Tenant hereunder, Tenant agrees to pay to the Landlord, its officers, agents or employees, any and all costs and expenses incurred by the Landlord, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 7. ABANDONMENT AND SURRENDER. 7.1 Abandonment. Tenant shall not vacate or abandon the Demised Premises at any time during the term of this Lease; and if Tenant shall abandon, vacate or surrender the Demised Premises or be dispossessed by process of law, or otherwise, any personal property belonging to Tenant and left on the Demised Premises shall be deemed to be abandoned, at the option of Landlord, except such property as may be mortgaged to Landlord. 7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all of such subleases or subtenancies. 8. DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or total destruction of the Demised Premises during the term of this Lease which requires repairs to the Demised Premises, or (b) the Demised Premises being declared unsafe or unfit for occupancy by any authorized public authority for any reason, which declaration requires repairs to the Demised Premises, Tenant shall forthwith make said repairs. No such damage or destruction (including any destruction necessary in order to make repairs required by any declaration made by any public authority) shall in any way annul or void this Lease. Tenant shall promptly clean and remove all debris resulting from said damage or destruction. Tenant shall take preliminary steps toward restoring the improvements with thirty (30) days of the casualty and such improvements shall be restored within a reasonable time thereafter. The Demised Premises shall be restored to the condition they existed immediately before said casualty. 9. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease or sublet the Demised Premises, or any interest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. For purposes of this Lease, an assignment shall be deemed to include the transfer to any person or group of persons acting 'in concert of more than twenty five percent (25%) of the present ownership and/or control of Tenant, taking all transfers into account on a cumulative basis. Any such assignment or subletting shall be subject to all of the terms and conditions of this Lease and proposed assignee shall assume the obligations of Tenant under this Lease in writing in form satisfactory to Landlord. The proposed assignee shall simultaneously provide to Landlord an estoppel certificate in the form described in Section 13.2 hereafter. Consent by Landlord to one assignment, subletting, occupation or use by another person shall not be deemed to be a consent to any subsequent assignment, Palm Springs Air Museum Agreement Page 12 subletting, occupation or use by another person. Any assignment or subletting without the prior written consent of Landlord shall be void, shall constitute a material breach of this Lease, and shall, at the option of Landlord, terminate this Lease. Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation of law. Landlord shall be under no obligation to consider a request for Landlord's consent to an assignment until Tenant shall have submitted in writing to Landlord a request for Landlord's consent to such assignment together with audited financial statements of the proposed assignee, a history of the proposed assignee's business experience and such other information as required by Landlord the criteria for assignment as set forth herein are met. In addition, if Landlord determines that the Monthly Rent payable to Landlord under this Lease is less than the fair market rental value, as determined by Landlord, Landlord shall have the right to condition its approval to an assignment or subletting on the increase of Monthly Rent to the fair market rental value. 10. ENCUMBRANCE a)This Lease, or any right to or interest in, or any of the improvements on the Demised premises, may be encumbered with the written approval of Landlord. No such encumbrance or addition thereto or extension thereof shall be valid without said approval. Any such approved encumbrance shall be subject to the covenants, conditions and restrictions set forth herein and to all rights of Landlord. b)Any encumbrance must be confined to the leasehold interest of Tenant or the subleasehold interest of a subtenant, and shall not affect in any way the landlord's interest in the land. The encumbrance shall provide that the proceeds from fire'or extended coverage insurance shall be used for the repair or rebuilding of the leasehold improvements and not to repay andy part of the outstanding mortgage. Tenant agrees to furnish, as requested, any financial statements or analyses pertinent to the encumbrance that Landlord may deem necessary to justify the amount, purpose and terms of said encumbrance. c) In the event of default by the Tenant of the terms of an approved encumbrance, the encumbrancer may exercise any rights provided in such approved encumbrance provided that, before any sale of the leasehold estate, whether by power of sale or foreclosure, the encumbrancer shall give to Landlord notice of the same character as is required to be given to Tenant by such encumbrancer pursuant to the loan documents and(or the laws of the State of California and Landlord shall be given an additional thirty (30) days in, which to cure the default after the time for tenant to cure has expired. d)If any sale under the approved encumbrance occurs, whether'by power of sale or foreclosure, and the purchaser at .such sale is the encumbrancer, the encumbrancer may sell and assign the Lease without any further consent of Landlord provided that the assignee shall agree in such assumption by the assignee, the encumbrancer shall be released from all future obligations of the Tenant under the Lease. If a sale under the approved encumbrance occurs, and the purchaser is a party other than the encumbrancer, said purchaser, as successor in interest to the Tenant, shall be bound by all the terms and conditions of the Lease and the purchaser shall assume in writing the obligations of Tenant hereunder. e) If notice of such sale shall be given and the defaults or any of them upon which such notice of sale is based shall then continue, Landlord shall have the right to correct such defaults at any tim a prior to the date of sale or foreclosure, and to terminate such leasehold upon paying to the encumbrancer the balance of the encumbrance as hereinafter defined. f) Balance of encumbrance" shall mean the amount of principal remaining unpaid on a note secured by a trust deed or mortgage of an interest plus accrued and past due interest thereon and expenses incurred by the lender in connection with foreclosure including by not limited to, fire insurance premiums, title insurance expenses, recording fees, appraisal fees, credit reports and any tax reporting services and additional expenditures paid by the lender on additions, betterments and rehabilitations of improvements on the property encumbered pursuant to plans approved by landlord, which consent may not be unreasonably Palm Springs Air Museum Agreement Page 13 withheld, and other expenses necessary to place the improvements in marketable condition, such adjusted principal to be paid in case or, at the option of Landlord, amortized over the term and in accordance with the schedule set forth in said note, the interest rate on the unpaid balance thereto to be as set forth in said note. g)Landlord agrees to provide encumbrancer written notice of any default by Tenant under this lease and an opportunity to cure at the time notice of such default is provided to Tenant and give encumbrancer thirty (30) days to cure a monetary default or forty- five (45) days to cure a non-monetary default cannot be cured within such period of forty-five days, encumbrancer shall have a reasonable time to cure such default provided that encumbrancer commences to cure within said forty-five days and diligently prosecutes the cure to completion. Such period of time shall include the time to complete a foreclosure action if encumbrancer needs to gain possession of the Demise Premises to cure said default by Tenant. 11. DEFAULT AND REMEDIES. 11.1 Default by Tenant. In addition to the defaults described in Section 9.0 hereinabove, the occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant: (a) the failure to pay any rental or other payment required hereunder to or on behalf of Landlord more than three (3) days after written notice from Landlord to Tenant that Tenant has failed to pay rent when due; (b) the failure to perform any of Tenant's agreements or obligations hereunder (exclusive of a default in the payment of money) where such default shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (c) the vacation or abandonment of the Demised Premises by Tenant; (d) the making by Tenant of a general assignment for the benefit of creditors; (e) the filing by Tenant of a voluntary petition in bankruptcy or the adjudication of Tenant as a bankrupt; (f) the appointment of a receiver to take possession of all or substantially all the assets of Tenant located at the Demised Premises or of Tenant's leasehold interest in the Demised Premises; (g) the filing by any creditor of Tenant of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or h) the attachment, execution or other judicial seizure of all or substantially all of the assets of Tenant or Tenant's leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days. Any repetitive failure by Tenant to perform its agreements and obligations hereunder, though intermittently cured, shall be deemed an incurable default. Two 2) breaches of the same covenant within a sixty (60) day period, a notice having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same or different breaches_ at any time during the term of this Lease for which notices pursuant to (a) or (b) above were given for the first two (2) breaches shall conclusively be deemed to be an incurable repetitive failure by Tenant to perform its obligations hereunder. In the event of any such default or breach by Tenant, Landlord may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums expended by Landlord for such purposes shall be paid by Tenant to Landlord upon demand and as additional rental hereunder. In the event of any such default or breach by Tenant, Landlord shall have the right (i) to continue the lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or (ii) Landlord shall have the right at any time thereafter to elect to terminate the Lease and Tenant's right to possession thereunder. Upon such termination, Landlord shall have the right to recover from Tenant: a) The worth at the time of award of the unpaid rental which had been earned at the time of termination; b) The worth at: the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Tenant proves could have been reasonably avoided; c) The worth at the time of award of the amount by which the unpaid rental for the balance of the term after the time of award exceeds the amount of such rental loss that the Tenant proves could be reasonably avoided; and Palm Springs Air Museum Agreement Page 14 d) Any other amount necessary to compensate the Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under the lease or which in the ordinary course of things would be likely to result therefrom. The "worth at the time of award" of the amounts referred to in subparagraphs i) and GO above shall be computed by allowing interest at three percent (3%) over the prime rate then being charged by Bank of America, N.A. but in no event greater than the maximum rate permitted by law. The worth at the time of award of the amount referred to in subparagraph (iii) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1 %), but in no event greater than ten percent (10%). As used herein "rental" shall include the Monthly Rental, percentage rental equal to the average percentage rental paid or payable by Tenant for the last twelve (12) months or such lesser period as Tenant has been open for business, other sums payable hereunder which are designated "rental" or "additional rental" and any other sums payable hereunder on a regular basis such as reimbursement for real estate taxes. Such efforts as Landlord may snake to mitigate the damages caused by Tenant's breach of this Lease shall not constitute a waiver of Landlord's right to recover damages against Tenant hereunder, nor shall anything herein contained affect Landlord's right to indemnification against Tenant for any liability arising prior to the termination of this Lease for personal injuries or property damage, and Tenant hereby agrees to indemnify and hold Landlord harmless from any such injuries and damages, including all attorney's fees and costs incurred by Landlord in defending any action brought against Landlord for any recovery thereof, and in enforcing the terms and provisions of this indemnification against Tenant. Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an abandonment of the Demised Premises by Tenant, shall not constitute a termination of this Lease, or of Tenant's right of possession hereunder, unless and until Landlord elects to do so, and until such time Landlord shall have the right to enforce all of its rights and remedies under this Lease, including the right to recover rent, and all other payments to be made by Tenant hereunder, as they become due. Failure of Landlord to terminate this Lease shall not prevent Landlord from later terminating this Lease or constitute a waiver of Landlord's right to do so. 11.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver of any default or a waiver of any of Landlord's remedies. 11.3 Landlord's Default. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have there- tofore been furnished to Tenant in writing, :specifying wherein Landlord has failed to perform such obligation; provided, however, that if the: nature of Landlord's obligation is such that more than thirty (30) days are required for performance then Landlord shall not be deemed in default if Landlord commences performance within a (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Tenant have the right to terminate this Lease as a result of Landlord's default and Tenant's remedies shall be limited to damages and/or . an injunction. 12. CONDEMNATION. In the event a condemnation or a transfer in lieu thereof results in a taking of any portion of the Demised Premises, Landlord may, or in the event a condemnation or a transfer in lieu thereof results in a taking of twenty-five percent (25%) or more of the Demised Premises, Tenant may, upon written notice given within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. Tenant shall not be entitled to share in any portion of the award and Tenant hereby expressly waives any right or claim to any part thereof. Tenant shall, however, have the right to claim and recover, only from the condemning authority (but not from Landlordl, any amounts necessary to reimburse Tenant for the cost of removing stock and fixtures. 11f this Lease is not terminated as above provided, Landlord shall use a portion of the condemnation award to restore the Demised Premises. Palm Springs Air Museum Agreement Page 15 13. MISCELLANEOUS. 13.1 Entry and Inspection. Tenant shall permit Landlord and his agents to enter into and upon the Demised Premises at all reasonable times for the purpose of inspecting the same or for the purpose of maintaining the Demised Premises as required by the terms of this Lease or for the purpose of posting notices of non-liability for alterations, additions or repairs, or for the purpose of placing upon the property in which the Demised Premises are located any usual or ordinary "For Sale" signs or any signs for public safety as determined by Landlord. Landlord shall be permitted to do any of the above without any rebate of rent and without any liability to Tenant for any loss of occupation or quiet enjoyment of the Demised Premises thereby occasioned. Tenant shall permit Landlord, at any time within six (6) months prior to the expiration of this Lease, to place upon the Demised Premises any usual or ordinary "For Lease" signs, and during such six (6) month period Landlord or his agents may, during normal business hours, enter upon said Demised Premises and exhibit same to prospective tenants. 13.2 Estoppel Certificata. If, as a result of a proposed sale, assignment, or hypothecation of the Demised Premises or the land thereunder by Landlord, or at any other time, an estoppel certificate shall be requested of Tenant, Tenant agrees, within ten (10) days thereafter, to deliver such estoppel certificate in the form attached hereto as Exhibit 7" addressed to any existing or proposed mortgagee or proposed purchaser, and to the Landlord. Tenant shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. 13.3 Jurisdiction and Vanua.. The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to the address of tenants set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County, California is the proper place for venue as to any such litigation and Tenant agrees to submit to the personal jurisdiction of such court in the event of such litigation. 13.4 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereof. 13.5 Successors in Interest. The covenants herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of all the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder. 13.6 No Oral Agreements. This (i) Lease covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning this Lease, (ii) supersedes any and all previous obligations, agreements and understandings, if any, between the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Tenant acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by Landlord or its agents or representatives. 13.7 Authority. In the event that Tenant is a corporation or a partnership, each individual executing this Lease on behalf of said corporation or said partnership, as the case may be, represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation or partnership, in accordance with a duly adopted resolution of the Board of Directors, if a corporation, or in accordance with the Partnership Agreement, if a partnership, and that this Lease is binding upon said corporation or partnership in accordance with its terms. Tenant represents and warrants to Landlord that the entering into this Lease does not violate any provisions of any other agreement to which Tenant is bound. 13.8 Relationship of Parties. The relationship of the parties hereto is that of Landlord and Tenant, and it is expressly understood and agreed that Landlord does not in any way or for any purpose become a partner of Tenant in the conduct of Tenant's business or Palm Springs Air Museum Agreement Page 16 otherwise, or a joint venturer with Tenant, and that the provisions of this Lease and the agree- ments relating to rent payable hereunder are included solely for the purpose of providing a method whereby rental payments are to be measured and ascertained. 13.9 Nondiscrimination. Tenant herein covenants by and for itself, its heirs, executors, administrators and assigns and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of race, sex, marital status, color, creed, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Demised Premises herein leased, nor shall the Tenant itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the Demised Premises. 13.10 Notices. Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to this Lease to or on the other, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and personally served or forwarded by certified mail, postage prepaid, addressed, if to Landlord, to City of Palm Springs, P.O. Box 2743, Palm Springs, California, 92263, Attn: City Manager, and if to Tenant, as specified in Section 1.7. Either party may change the address set forth herein by written notice by certified mail to the other. Any notice or demand given by certified mail shall be effective one (1) day subsequent to mailing. 13.11 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Lease. 13.12 Exhibits and Addendrt. The Exhibits and Addenda attached to this Lease are made a part hereof as if fully set forth herein. In the event of a conflict between the terms and provisions of an Addenda and the terms and provisions of this Lease, the terms and provisions of the Addenda shall prevail. Palm Springs Air Museum Agreement Page 17 IN WITNESS WHEREOF, the parties have duly executed this Lease together with the herein referred to Exhibits which are attached hereto, on the day and year first above written in Palm Springs, California. ATTEST: CIT OF PALM SPRINGS, a ici al corporation By: By: City Clerk City Manag REVIEWED & APPROVED AS TO FORM PALM SPRIGS AIR USEUM INC. a corpora ion B¢i Its Its: ry ah p Vp p NR'Ae 6^S tl h 6 'If k'.L '+ Y Palm Springs Air Museum Agreement Page 18 EXHIBIT "A" RESOLUTION NO. 18475 OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ACCEPTING A RENTAL PACKAGE, SUBJECT TO FEDERAL AVIATION ADMINISTRATION (FAA) CONCURRENCE, FOR THE PALM SPRINGS AIR MUSEUM 10.44 ACRE SITE, AND AUTHORIZING STAFF TO SUBMIT SAID PACKAGE FOR FAA APPROVAL. WHEREAS the Palm Springs Air Museum, a non-profit organization, has offered to construct up to $5 million worth of improvements to develop a "flying" Air Museum at the Airport; and WHEREAS the Airport's new Master Plan has designated approximately 10 acres on the Gene Autry Trail frontage for development of an Air Museum; and WHEREAS the Air Museum use of actively flown aircraft to rotate displays with other museums has been found by the FAA to be an "Aeronautical Use"; and WHEREAS when lease arrangements are developed for an "Aeronautical Use" other than full fair market value may be utilized to determine a return on the property; and WHEREAS the Palm Springs Regional Airport Commission has carefully scrutinized new regulations related to revenue diversion, and find that the rental package negotiated with the Palm Springs Air Museum to be appropriate and in no way will diminish the Airport's ability to meet its obligation to be as self-sufficient as possible; and WHEREAS on September 7, 1994, the Palm Springs Regional Airport Commission unanimously accepted the rental package, as later enumerated in this Resolution, NOW THEREFORE BE IT RESOLVED as follows: Section 1. That the City Council finds that because the Air Museum will involve the use of actively flown aircraft to rotate displays and will therefore involve the operation of aircraft rather than mere static display, the use is an appropriate "Aeronautical Activity" for the Airport property. Moreover, the Museum will promote and encourage the general public interest in aviation and is consistent with national effort to enhance public awareness and support for airports and aviation. Section 2. That the City Council concurs with the concept of a 40 year lease with the improvements reverting to the Airport at the end of the lease, of the 10.44 acres of property identified as Parcel 94-1, copy attach as Exhibit 1 to this Resolution, :subject to the lease restrictions described herein. Section 3. Lease provisions shall include: A. Air Museum to construct the museum facility, investing approximately $5 million, which Museum facility will revert to the Airport at the end of the 40 year lease free and clear. The value of the reversionary interest to the Airport is tangible but cannot be fully assessed until construction plans are finalized. B. The Air Museum design, in addition to regular City approval processes, shall be subject to Airport Commission review and approval prior to construction. Palm Springs Air Museum Agreement Page 19 C. The Air Museum shall be responsible for maintaining the premises throughout the term of the lease and shall allow no open storage of dismantled aircraft. D. The Air museum will charge an admission fee of which 250 per head shall be paid to the Airport, which amount shall be increased by the percentage increase in admission fees as they rise during the lease term. E. The Airport will receive 10% of gross sales if the Air Museum decides to operate a snack bar facility. F. The Airport will receive 3% of gross sales from the Air Museum gift shop. G. Civil Air Patrol Youth Group, which will be housed in the facilities, will provide 250 hours of volunteer time for the Airport such as weed control) per year. H. The Air Museum will provide the mounting location at the time of Certificate of Occupancy, for the Airport beacon, which needs to be relocated, and provide the electricity necessary for its operation, but Airport will be responsible for the cost of beacon installation and maintenance. I.The Air Museum will install landscaping in accordance with plans approved by the Airport & Planning Commissions prior to the issuance of a Certificate of Occupancy, for the Airport along the new frontage road and will maintain it, including water. J. The Air Museum will complete certain street improvements that not only service its facility but will serve others and the Airport will avoid these costs. Based on acreage benefit, the Museum will be installing $174,960 of street improvements which benefit the Airport in its efforts to attract more development. Section 4. Additional benefits that will accrue to the Airport are: A. Palm Springs Air Museum will distribute over 100,000 brochures annually which shall include Airport advertising, approved by the Airport. B. The Air Museum physical facility will be heavily promoted as a filming venue. The Airport will receive its normal filming fees. C. The Museum activities, special fly-ins, etc., will generate 5000 additional aircraft operations which will purchase fuel and pay the established fuel flowage fee to the Airport. D. That the Museum is estimated to attract 60,000 visitors per year to the Airport. This will stimulate general interest in aviation and specific interest in the Airport. Bringing these visitors to the Airport is consistent with the Airport Master Plan and will enhance the lease potential of other Airport parcels. Section 5. That the City Council estimates that the above package will generate approximately $57,296 in annual compensation to the Airport (see Exhibit 2 to this Resolution) and that as the activity increases on the site, so will the revenue to the Airport. Palm Springs Air Museum Agreement Page 20 Section 6. The City Council finds that although the actual projected revenue stream from the lease is less than the fair market rental value of the property, when certain intangible benefits are factored in, including the reversionary value of the leasehold; the revenue from Museum activities, filming and increased aircraft operations; and the enhancement of other property values from creation of the Air Museum activity center, the lease total consideration more nearly approximates fair market rental value. Moreover, since the Air Museum use is an "Aeronautical Activity," it is not necessary to attain fair market rental. The City Council accordingly finds that (a) the consideration received pursuant to the lease will be adequate compensation in light of all the tangible and intangible benefits recited above, and (b) the Air Museum lease will contribute to making the Airport as self-sustaining as possible under the circumstances, which finding is based on the following: A. The Airport is receiving as much consideration as it can from the Air Museum without adversely affecting the ability of the project to proceed. B. The Airport will receive substantial revenue from the Air Museum lease. C. There are no other prospective users for the site, and the prolonged slump in Southern California real estate suggests there will be no users for the foreseeable future. D. The nature of the Air Museum use is such that it will serve as a draw to bring visitors to the site, and not merely those involved in the aviation industry, but also those with broader educational interests. This will assist the Airport in marketing other parcels around the Museum, both to those in the industry and for broader commercial purposes. In enhancing the leasability of surrounding property, it will assist in making the Airport as self sustaining as possible. Section 7. That the Director of Aviation is authorized to submit this Resolution to- the Federal Aviation Administration for review and approval of the subject rental package. Once approved by the FAA, the Director of Aviation and City .Attorney are authorized to negotiate a lease agreement consistent with the foregoing. ADOPTED this 21st day of Septemberember 1994. AYES: Members Hodges, Kleindienst, Lyons, Reller-Spurgin and Mayor Maryanov NOES: None ABSENT: None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA By s/ Judith Sumich s/ ROBERT W. PARKIN City Clerk City Manager REVIEWED & APPROVED: Palm Springs Air Museum Agreement Page .21 EXHIBIT I TO RESOLUTION N xa+o.xa eo' n.o,w. A01111, MAIL 5' x0'00'05' 4—2.09QrPO'xa'UB' 1 1 I L-05,90' I 1 40 ax aP' I I 1 1 Qr169.0 0' P• e4 QeoB c 4. I ( ( L-117,3511-17 I 1 L.2110yx" 1 I 1 I lY Iitj II 1 t 10.4414 no, N 1 1 II 30132'13" w 775-W 511,_ Pat7950 In JI l0ao LI 94-1 VARCEL LEGAL DESCRIPTION I liege ce11n111 pol dolls of Scallou 7.Tuivnehip 4 South, Itnutto 5 1;nsl, Son Iletuatdhto base and Maddlen, Itt Ilia City of palm Spilrip, Counly of IUverside, State of Callfot ila, being 111016 patllculatly dogoilbcd us follows) Cuinmencing at Ilia Sutilhwesl collier of avid Section 7, Ilicnco Noilh 56"55'42" Lnst a disloace of 1,648.17 feel, more or less, to a polut which Is 1,080.OU Feet tell of ninwny MUM, cenletllne nl elnllon 961-79,56, snld pult+l also bebop ilia TRUE i'OINT OAF IllsCINNINI;; Iheuce Noolh 76.12'17" West a distance of 775.OU reel; ihcuce Nor lit 53"27'47" tonal n distnnce of 626.06 feel; Iheuce along it vulva it) Ilia tight having n 110111.4 of 50.00 feel, till tingle of 98"26'08", and a tcitgth of 8590 feel; thence S011111 28"06'05" tonal n distance of 442M led; thence along n curve to ilia ilght hnviug is indlus of 120.110 fact, all angle of 40032'09", and a le igili of 84.90 feet; thence niong n curve to Ilia loll having a indtus of I8U.00 feel, tin anllle of 40"32'09 and it length of 127.35 I'eel; (hence Soulli 28"06'05" Bast a dislnnce of 84.46 real; (hence Along a curve to the light havlog to indius of 17.00 Ucei, ae mildc of 81')]'52", mid n Icnglh of 24.2U feel; Ilicnco Suullt 33"27'47" West a distuocc of 401.42 feel to ihe '1'11U11, 110IN'I' OAF AM GINNING. Sold pntcal cantalnht0 10.4414 nines, mote or legs. heals of belning Is Ilia snhl ceuletlhte of tuttway 171V31L, No0h 360J2'13" West. Falrii'.Springs Air Museum, Agreement Page. 2.2 . EXHIBIT 2 TO RESOLUTION # AIR MUSEUM RENTAL PROJECTION Following is a summary calculation of the projected revenue that will accrue to the Airport from the presence of the Air Museum. Please note that the item numbering below corresponds to the appropriate action of the Resolution. Item # Item Projected Revenue 4 D. Admissions fee - Airport to receive 13,750 250 per paid admission (55,000 paying admissions @ 25G = $13,750) 4 F. Gift shop - Airport to receive 3% of 1,500 gross sales. ($50,000 gross sales 1500). 4 G. Volunteer work - Civil Air Patrol 4,000 to provide 250 manhours per year of volunteer work for the Airport @ $16/hr x 250 = $4,000) 4 H. Airport Beacon - Beacon electrical usage 4,350 750 initially, Beacon relocation valued at $45,000 @ 8% capitalization rate = $3,600. 4 I. Landscaped frontage - maintenance will be 9,300 worth $5700 per year and the installation of $45,000 @ 8% of capitalization rate = $3,600. 4 J. Frontage road construction - street 13,996 improvements @ $174,960 @ 8% capitalization rate = $13,996. 5 A. Advertising - Museum may distribute up 3,500 to 100,000 brochures per year with Airport @ 3.54/copy = $3,500. 5 B. Filming fees @ $3,500/year 3,500 5 C. Fuel flowage fee - 5,000 operations buying 10 3,400 gallons of fuel @ 6.80/gallon TOTAL ESTIMATED ANNUAL AIRPORT REVENUE $ Page 23 EXHIBIT "B" 94-2A PARCEL LEGAL DESCRIPTION These certain portions of Section 7, Township 4 South, Range 5 East, San Bernardino Base and Meridian, in the City of Palm Springs, County of Riverside, State of California, being more particularly described as follows: Commencing at the Southwest corner of said Section 7, thence North 56°55'42" East a distance of 1,648.17 feet, more or less, to a point which is 1,080.00 feet left of Runway 13R/31L centerline at station 96+79.56, said point also being the TRUE POINT OF BEGINNING; thence North 53°27'47" East a distance of 240.39 feel; thence along a reverse tangent curve in a counterclockwise direction having a radius of 38.00 feet, an angle of 224°50'20", a length of 149.12 feet, thence along a curve to the right having a radius of 17.00 feet, an angle of 44050'20", and a length of 13.30 feet; thence North 53°27'47" East a distance of 168.31 feet; thence along a curve to the right having a radius of 17.00 feet, an angle of 98°26'08", and a length of 24.20 feet; thence South 28°06'05" East a distance of 70.52 feet; thence along a curve to the left having a radius of 180.00 feet, an angle of 40°32'09", and a length of 127.35 feet; thence along a curve to the right having a radius of 120.00 feet, an angle of 40°32'02", and a length of 84.90 feet; thence South 28°06'05" East a distance of 573.65 feet; thence along a curve to the right having a radius of 50.00 feet, an angle of 81°33'52", and a length of 11.18 feet; thence South 53°27'47" West a distance of 83.30 feet; thence along a curve to the right having a radius of 17.00 feet, an angle of 44°50'20", and a length of 13.30 feet; thence along a curve to the left having a radius of 38.00 feet, an angle of 135°09'40", and a length of 149.12 feet; thence South 53"27'47" West a distance of 240.39 feet; thence North 36°32'13" West a distance of 1022.79 feet to the TRUE POINT OF BEGINNING. ' Said parcel containing 10.0038 acres, more or less. Basis of bearing is the said centerline of Runway 13R/31L, North 36032'13" West. Palm Springs Air Museum Agreement Page . 24 AIR MUSEUM SITE N28' 6' g,, W 340. 26 0 1D0 GENE 0 1 RO. W, AUTRY TRAIL R= 180. 00' 4= 40' 32' 09" L= 127. 35' m 3 cn I n S 28' 06' 05" E S 28' O6' pg•' —. 65' r D 70. 52' R= 120. 00' D fD R= 17. 00' 0=- 40* 32' 9" Z c w - 98' 26' 08' L= 84. 90' cIM c I L= 29. 21' R=50.D0' 31T7 = B I I • N fF=81'3,352" i. R= 17. 00 L=71.18' abmW o - 44* 50' 20" R= 17.00' co Z L= 13. 30' Q= 44'50'20" nw L= 13.30'NICAv -m n R= 38. 00' cn co Jo L\= 135* O9' 40" R=38.00' f m C° N L= 149. 12' 135'09'40" cn L=149.12' of w 94- 2A PARCEL 3 r 10. 0038 A. C. NO SCALE N VI un] ry'n Z N 36' 32' 13" W 1022. 79' NI b A I TRUE POINT OF BEGINNING ro a i n in STA. 96+ 79. 56, R/ W 13R 1080' LT. 5 TAXIAA.- ' E" EXHIIBIT "D" RENTAUCOMPENSATION Rental obligations of the Tenant shall include, but not be limited to the following: 1 . Admissions Fee: Tenant shall pay to Landlord 250 per each paid admission to the Demised Premises; remittance shall be as per Section 3.2(b). Tenant shall charge admission to the Museum located on the Demised Premises. 2. Volunteer Work: Museum and Civil Air Patrol volunteers shall provide 250 manhours per year of volunteer work for the Airport. Said work to be approved ahead of time. Work completed shall be accounted for on a quarterly basis and reported to the Landlord on mutually agreeable reporting forms. 3. Airport Beacon: The Tenant shall be responsible for providing suitable mounting for the Airport's beacon on the museum roof, and shall provide appropriate conduit runs and electrical capacity in the electric panel to operate the beacon. Landlord shall have the right to relocate the beacon to the museum roof at Landlord's sole cost and expense. If and when the Landlord relocates the beacon to the museum roof, the Tenant shall thereafter pay all electrical charges to operate the beacon. 4. Brochure Advertising: All advertising material distributed shall include Airport acknowledgement, advertising and Landlord's logo. Said acknowledgment, and advertising and logo shall be approved by the Director of Aviation prior to usage, This shall also include mailing of airport information, provided by the Airport, along with regular Museum mailings, so long as postage is not adversely affected. 5. Filming Fees: Should commercial filming occur on the museum site, the Tenant shall guarantee that all filming fees due the Landlord, as listed in the City's Comprehensive Fee Schedule, shall be paid. Tenant shall use its best efforts to market the Demised Premises and the Airport as a filming destination. 6. Frontage Maintenance: Tenant shall be required to maintain the landscaped frontage road area along the entire width of the Demised Premises including water and electricity. Said maintenance shall meet the same quality standard as the loop road area of the main Airport Terminal. Palm Springs Air Museum Agreement Page 26 EXHIBIT "E" CONSTRUCTION OBLIGATIONS Tenant shall construct the following improvements on, or adjacent to, the Demised Premises: 1. 50,000 sq.ft. hangar/display building. 2. Perimeter fencing.. 3. Vehicular parking area as per Palm Springs zoning ordinance. 4. Aircraft parking apron, minimum of 4 acres. 5. All utilities. 6. Street improvements on the East, North and South sides of the parcel as shown on Exhibit "C". 7. Landscaping of the site as per Palm Springs zoning ordinance (frontage road landscaping to match "Classic" frontage. 8. Access taxiway improvements including necessary taxiway guidance signage. All such improvements shall be constructed pursuant to construction plan and specifications prepared by an architect or engineer licensed to practice in the State of California that are in sufficient detail to enable potential contractors and subcontractors to make reasonably accurate bid estimates and to enable Landlord to make an informed judgment about the design and quality of construction. Said plans and specifications shall be subject to the prior written approval of Landlord. Tenant also shall furnish Landlord with a true and correct copy of Tenant's contract with the general contractor together with evidence of the general contractor's financial condition for Landlord's approval. Said construction contract shall provide that Landlord shall have the right, but not the obligation, to assume Tenant's right and obligations under the contract if Tenant should default on Tenant's obligations under this Lease and shall require the general contractor to procure this Lease and shall require the general contractor to procure payment and performance bonds acceptable to Landlord naming Landlord as a dual obligee in an amount equal to one hundred percent (100%) of the sum to be paid general contractor thereunder. Tenant shall provide Landlord with ten (10) clays advance written notice of Tenant's intent to commence construction of the improvements so that Landlord may post appropriate notices of non-responsibility. Tenant shall not commence construction until Tenant has procured all necessary permits and approvals required by all federal, state and local governmental authorities with jurisdiction. All improvements shall be constructed within the boundaries of the Demised Premises, shall be constructed in a good and workmanlike manner, shall substantially comply with the approved plans and specifications for the improvements and shall comply with all applicable governmental permits, laws, ordinances and regulations. Tenant shall diligently prosecute the construction of the improvements to completion. The improvements shall be completed not later than eighteen ( 18 ) months from the date this Lease is executed. Upon substantial completion of the improvements, Tenant shall file or cause to be filed appropriate notices of completion in the Riverside Couniy Recorder's Office. Tenant shall pay or cause to be paid the total cost and expense of all works of improvement constructed upon the Demised Premises by Tenant. Tenant shall not suffer or permit to be enforced against the Demised Premises or any part of it any mechanic's, materialman's, contractor's, subcontractor's or design it may arise. however, Tenant may in good faith and at Tenant's expense contest the validity of any such asserted lien, claim or demand provided Tenant has furnished a bond required pursuant to the California Civil Code to free the Demised Premises from the effect of such lien. Tenant hereby agrees to indemnify, protect, defend and hold Landlord harmless from any loss, expense (including reasonable attorneys' fees) or liability arising out of the work of improvement. If Tenant fails to discharge such lien, Landlord shall have the right, but not the obligation, to pay or otherwise discharge such lien. Tenant shall Palm Springs Air Museum Agreement Page 27 reimburse Landlord for all sums expended by Landlord therefor, plus interest at the rate of ten percent (10%) per annum from the date expended by Landlord until fully repaid. Any such amounts expended by landlord plus interest shall be deemed to be additional rental. Palm Springs Air Museum Agreement Page 2 8 EXHIBIT "F" ESTOPPEL CERTIFICATE Tenant: Landlord: CITY OF PALM SPRINGS, a municipal corporation Date of Lease: Demised Premises: To: The undersigned hereby certifies as follows: 1. The undersigned is the tenant ("Tenant") under the above-referenced lease Lease") covering the above-referenced premises ("Demised Premises"). 2. The Lease constitutes the entire agreement between landlord under the Lease Landlord") and Tenant with respect to the Demised Premises and the Lease has not been modified, changed, altered or amended in any respect except as set forth above. 3. The term of the Lease commenced on 19_, and, including any presently exercised option or renewal term, will expire on 19 Tenant has accepted possession of the Demised Premises and is the actual occupant in possession thereof and has not sublet, assigned or hypothecated its leasehold interest. All improvements to be constructed on the Demised Premises by Landlord have been completed and accepted by Tenant and any tenant construction allowances have been paid in full. 4. As of this date, to the best of Tenant's knowledge, there exists no breach or default, nor state of facts which, with notice, the passage of time, or both, would result in a hreach or default on the part of either Tenant or Landlord. To the best of Tenant's knowledge, no claim, controversy, dispute, quarrel or disagreement exists between Tenant and Landlord. 5. Tenant is currently obligated to pay Monthly Rent in installments of per month, and such monthly installments have been paid not more than one month in advance. In addition, the Lease requires Tenant to pay percentage rent each month in the amount of _ percent (_%) and percentage rent has been paid through 19_. To the best of Tenant's knowledge, no other rent has been paid in advance and Tenant has no claim or defense against Landlord under the Lease and is asserting no offsets or credits against either the rent or Landlord. Tenant has no claim against Landlord for any security or other deposits except $ which was paid pursuant to the Lease. 6. Tenant has no option or preferential right to lease or occupy additional space within the Property of which the Demised Premises are a part. Tenant has no option or preferential right to purchase all of any part of the Demised Premises nor any right or interest with respect to the Demised Premises other than as Tenant under the Lease. Tenant has no right to renew or extend the term of the Lease except as set forth in the Lease. 7. Tenant has made no agreements with Landlord or its agent or employees concerning free rent, partial rent, rebate of rental payments or any other type of rent or other concession except as expressly set forth in the Lease. Palm Springs Air Museum Agreement Page 29 8. There has not been filed by or against Tenant a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States, or any state thereof, or any other action brought under said bankruptcy laws with respect to Tenant. 9. All insurance which Tenant is required to maintain under the Lease has been obtained by Tenant and is in full force and effect and all premiums with respect thereto have been paid. Dated this day of 1£I By: _ Its: _ Palm Springs Air Museum Agreement Page 30 01 DATE MIDDAaDOFLIA08/ /9N ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Brakke-Schafnitz Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Brokers,Inc Lic#0428915 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 28202 Cabot Road,Suite 500 COMPANIES AFFORDING COVERAGE Laguna Niguel,CA 92677-1251 COMPANY A HS1JRED COMPANY Palm Springs Air Museum Inc Aur, 14107SouthPalmCanyonDrive COMPANY Palm Springs,CA 92262 C COMPANY CL D 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 ALI-THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POUCYEFFECTIVE POUCYEXPIRATION UMITS LTR TYPEOFINSURANCE POLICY NUMBER DATE(MM/DDfYY) DATE(MAUDO/YY) A GENERAL LIABILITY TO FOLLOW 08/01/97 08/01/98 GENERAL AGGREGATE S 2,000,000 X COMMERCIAL GENERAL LIABILITY CK06101593 PRODUCTS-COMP/OP AGO $ 2,000,000 CLAIMS MADE OCCUR PERSONAL&ADV INJURY $ 11000,000FX7 OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE 1,000,000 FIRE DAMAGE(Any one fir.) s 50.000 MED EXP(Any cn.Pers.) S 5 0-0-0- AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO ALL OWNED AUTOS BODILY INJURY S SCHEDULED AUTOS P.,Person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS Per aw'dant) PROPERTY DAMAGE GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: EACHACCIDENT SqAGGREGATES A EXCESS UASILITY TOFOLLOW 08/01/97 08/0i/93 EACH OCCURREN UMBRELLA FORM CK06101593 AGGREGATE 9,000,000 OTHER THAN UMBRELLA FORM S WORKERS COMPENSATION AND H- T Y I I EMPLOYERS'LIABILITY EL EACH ACCIDENT THE PROPRIETOR/ NCL EL DISEASE.POLICY LIMIT $PARTNERS/EXECUTIVE OFFICERS ARE, EXCL EL DISEASE-EA EMPLOYEE OTHER DESCRIPTION OF OPERATIOWUOCATIONSVEHICLES ECIAL ITEMS CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED AS RESPECTS TO THE LAND LEASED BY THE NAMED INSURED. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF PALM SPRINGS EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL P.O.BOX 2743 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, PALM SPRINGS,CA. 92263 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO 013UGAT10H OR LIABILITY OF ANY KIND UPON THE COMPANY, I AGENTS OR REPRESENTATIVES. AUTHORQED REPRE,ENNTATIV C66atf acoRQ, CERTIFICASF OF LIABILITY INSU C OP ID Cl DA02/25/0ALMS-2 02/25/02 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Brakke-Schafnitz Ins. Brokers ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE License #0428915 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 28202 Cabot Road, Suite 500 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Laguna Niguel CA 92677-1251 INSURERS AFFORDING COVERAGEPhone: 949-365-5100 Fax:949-347-7067 NSUREO INSURERA St Paul Fire && Marine INSURER B: Zenith Insurance Company,, Palm Springs Air Museum Inc INSURERC: 745 N. Gene Autry Trail INSURERD. Palm Springs CA 92262 INSURER E: v.-.- COVERAGES 2. 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,AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, LTR TYPE OF INSURANCE POLICY NUMBER POLICYEFFECTIVE POLICY EXPIRATION DATE MMIDDIYY DATE MMIDDIYV LIMITS GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 A X COMMERCIAL GENERAL LIABILITY CK06101793 08/01/01 08/01/02 FIRE DAMAGE(Any one IPe) a100,000 CLAIMS MADE F7x OCCUR MED EXP(Any one person) $ 5,000 PERSONAL h ADJ INJURY $ 1,000,000 GENERAL AGGREGATE S 2,000,000 GENT AGGREGATE LIMIT APPLIES PER PRODUCTS-COMRADE AGE $ 2,000,000 POLICY jECT E LOC Emp Ben. 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S ANY AUTO Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS Per person) HIRED AUTOS BODILY INJURY NON-OW NED AUTOS Per accident) PROPERTY DAMAGE Per aecldenp GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANVAUTO OTHERTHAN EA ACC $ AUTO ONLY: AGG S EXCESS LIABILITY EACH OCCURRENCE S 9000000 A X OCCUR 7 CLAIMS MADE CK6101793 08/01/01 08/01/02 AGGREGATE S 9000000 5 X DEDUCTIBLE S RETENTION $ 10, 000 S WORKERS COMPENSATION AND X TORV LIMITS ER B_ EMPLOYERS'LIABILITY _ S132-0Z047360101 06/01/-Dl —061/01/O..9- 2 -0ELEPCH_ACCIDSh1T _ __ _$_, 00-,9110 EL DISEASE-EA EMPLOYEE $1 1,000, 000 E.L.OISEASE-POLICY LIMIT S1,000,000 OTHER DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLES/EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS THIS CERTIFICATE REPLACES CERTIFICATE ISSUED 2/5/02.*** RE: 745 N GENE AUTRY TRAIL, PALM SPRINGS, CA Certificate Holder is named Additional Insured, but only with respect to the location described and the policies provisions. CERTIFICATE HOLDER Y I ADDITIONAL INSURED;INSURER LETTER: A CANCELLATION CTYPASP SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Palm Springs DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN Patricia A. Sanders NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Office of the City Clerk n, 3200 Tahquitz Canyon Way IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Palm Springs CA 92662 REPRESENTATIVES. AUTHORIZED REPRESENT TI E q (// John Riordan %'l// ACORD 25•S(7/97) ACORD CORPORATION 1988 City of Palm Springs Department of Aviation Palm Springs International Airport 3400 E. Tahquitz Canyon Way, Suite 1 • Palm Springs, California 92262 TEL: (760) 318-3800 • FAX: (760) 318-3815 • TDD: (760) 864-9527 April 12, 2022 Mr. Fred Bell Managing Director Palm Springs Air Museum 745 N. Gene Autry Trail Palm Springs, CA 92262 RE: LEASE NO. A3613 PALM SPRINGS AIR MUSEUM EXTENSION OF THE TEMPORARY OCCUPANCY OF A 10,000 SQUARE- FOOT HANGAR THROUGH DECEMBER 21, 2022 Dear Mr. Bell: The Department of Aviation of the City of Palm Springs received your e -mail dated February 15, 2022, requesting the extension of the lease of a 10,000 square-foot hangar located on the airfield as depicted in Exhibit “A” enclosed herewith. The City of Palm Springs hereby agrees to extend the lease of the afore- mentioned hangar from May 1, 2022, through December 31, 2022, under the same terms referenced in Amendments No. 4, No. 5, No. 6 and No. 7 to Lease Agreement A3613, including the monthly rental cost of $2,500. Your signature below will constitute a consent to these terms. Sincerely, On behalf of the Palm Springs Air Museum, I consent to the extension terms as provided in this letter. _____________________________ _____________________________ Justin Clifton Fred Bell City Manager Managing Director ATTEST: By: _______________________ Monique Lomeli Interim City Clerk DocuSign Envelope ID: 0DE33AB0-4CFF-4CA2-9291-FF4B55FC5488 4/19/2022 DocuSign Envelope ID: 705B6A1D-638D-4904-991B-FC6CC3069724 September 15, 2021 Lease A 3613 Palm Springs Air Museum Hangar Lease Extension Page 2 Attachments: 1) Exhibit “A” – Hangar Location DocuSign Envelope ID: 0DE33AB0-4CFF-4CA2-9291-FF4B55FC5488DocuSign Envelope ID: 705B6A1D-638D-4904-991B-FC6CC3069724 EXHIBIT “A” PALM SPRINGS AIR MUSEUM – TEMPORARY HANGAR HANGAR DocuSign Envelope ID: 0DE33AB0-4CFF-4CA2-9291-FF4B55FC5488DocuSign Envelope ID: 705B6A1D-638D-4904-991B-FC6CC3069724