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24N241 - Palm Springs Historical Society
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: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Lease between City of Palm Springs and Palm Springs Historical Society Palm Springs Historical Society Tracy Conrad tconrad412@aol.com Lease Agreements for four (4) properties within the Village Green $1 5-Years, May 1, 2024, through April 30, 2029 On File Tracy Conrad; tconrad412@aol.com Steve Nichols; nichols.usa@gmail.com City Manager Teresa Gallavan/Tabitha Richards April 25, 2024, Item 1.J. 24N241 - - Yes Procurement - No 08/26/2024 Tabitha Richards Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 24N241 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 4/25/24 1.J. Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 10/10/2024 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B May 1, 2024 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 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 8/22/2024 License # 0757776 (951) 779-8537 (951) 266-1270 01184 Palm Springs Historical Society P O Box 1498 Palm Springs, CA 92263-0000 A 1,000,000 X 2023-02604 11/20/2023 11/20/2024 500,000 20,000 1,000,000 3,000,000 3,000,000 LIQUOR LIABILIT 1,000,000 City of Palm Springs is Additional Insured with regard to General Liability when required by written contract per the attached endorsement form CG2026 12/19. City of Palm Springs 3200 E Tahquitz Canyon Way, Palm Springs, CA 92262 PALMSPR-14 KCHINNAVEL HUB International Insurance Services Inc. 9855 Scranton Rd San Diego, CA 92121 Claudia Padilla Cal.CPU@Hubinternational.com Nonprofits' Insurance Alliance of California, Inc X X X Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B CITY COUNCIL STAFF REPORT DATE: APRIL 25, 2024 CONSENT CALENDAR SUBJECT: LEASE AGREEMENT WITH PALM SPRINGS HISTORICAL SOCIETY FOR VILLAGE GREEN MUSEUM EXHIBIT SPACES FROM: Scott C. Stiles, City Manager BY: Teresa Gallavan, Assistant City Manager SUMMARY: The City of Palm Springs owns property located at the “Village Green” and desires it be maintained and operated as historical and cultural museums and as a restored historic home. The Palm Springs Historical Society operates two of the museum/historic home buildings and offers to operate two additional spaces, Ruddy’s General Store Museum and the former Agua Caliente Cultural Museum. This lease agreement formalizes the current arrangement and proposes management of the additional two buildings. RECOMMENDATION: Staff recommends the City Council approve the lease between the Palm Springs Historical Society and the City of Palm Springs for the management and programming of four museum exhibit spaces at the Village Green. BACKGROUND: The City of Palm Springs owns the property located at the “Village Green”, 219, 221 and 223 (two buildings at this address) South Palm Canyon Drive. The Palm Springs Historical Society is a non-profit organization serving residents and visitors and currently operates two of the four buildings at the Village Green – the Palm Springs Historical Society McCallum Adobe Museum and The Cornelia White House. The other two buildings at the Village Green are Ruddy’s General Store Museum and the former Agua Caliente Cultural Museum space. Both are currently closed. The Palm Springs Historical Society has been in discussions with the City of Palm Springs for several years about managing and programming those spaces. Item 1J - Page 1 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B City Council Staff Report April 25, 2024 -- Page 2 Lease Agreement with Palm Springs Historical Society STAFF ANALYSIS: The City and community will benefit from the Palm Springs Historical Society managing these properties as they will be used to provide historical and cultural education and display significant historic and cultural collections that accurately portray the history and culture of the City of Palm Springs. Given the public benefit, the parties have agreed to a five-year lease for $1 a year. The Historical Society will operate the buildings as museums with permanent and rotating exhibits and the Cornelia White House as a historic home, all open to the public at least six days a week from October through May and free to the public. FISCAL IMPACT: The parties have agreed to a five-year lease for $1 per year. REVIEWED BY: Assistant City Manager: Teresa Gallavan City Manager: Scott Stiles ATTACHMENTS: A. Lease Agreement Item 1J - Page 2 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B ATTACHMENT A Item 1J - Page 3 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 1 LEASE BETWEEN CITY OF PALM SPRINGS AND PALM SPRINGS HISTORICAL SOCIETY THIS LEASE (“Lease”) is made and entered into _1st_ day of ___May___, 2024, by and between the CITY OF PALM SPRINGS, a municipal corporation (referred to variously as “Landlord”), and the Palm Springs Historical Society, a California Public Benefit Corporation (“Tenant”). RECITALS A. WHEREAS Palm Springs Historical Society (“Tenant”) is a California Public Benefit Corporation, serving tourists, visitors, and residents of Palm Springs; and B. WHEREAS the City of Palm Springs (“Landlord”) owns the property located at the “Village Green”, 219, 221 and 223 South Palm Canyon Drive in Palm Springs, California (“Facilities”). The Facilities are commonly known as the Palm Springs Historical Society McCallum Adobe Museum at 223 South Palm Canyon Drive, The Cornelia White House at 223 South Palm Canyon Drive, Ruddy’s General Store Museum at 221 South Palm Canyon Drive and the former Agua Caliente Cultural Museum at 219 South Palm Canyon Drive; and C. WHEREAS the Landlord desires that the Facilities be maintained and operated as a historical and cultural museums and as a restored historic home by the Palm Springs Historical Society; and D. WHEREAS the proposed use of the Facilities by Tenant will benefit the Landlord by, among other things, providing historical and cultural education and display significant historic and cultural collections which accurately portray the history and culture of the City of Palm Springs. 1.0 LEASE SUMMARY. Certain fundamental Lease provisions are presented in this Section and represent the agreement of the parties hereto, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any conflict between any fundamental Lease provision and the balance of this Lease, the latter shall control. References to specific Sections are for convenience only and designate some of the Sections where references to the particular fundamental Lease provisions may appear. 1.1 Premises. The “Premises” shall refer to that certain real property located in the County of Riverside, State of California, as described in the Legal Description Of The Premises attached as Exhibit “A” hereof and shown on the Plot Plan attached as Exhibit “B” hereof. The Premises shall be exclusively used by the Palm Springs Historical Society. 1.2 Lease Commencement Date. The Lease shall commence May 1, 2024, and, unless terminated earlier as provided herein, shall end on April 30, 2029. 1.3 Rental. Tenant agrees to pay to the Landlord as rental for said Premises the sum of One Dollar ($1.00) per year, first payment payable on the date of execution of this lease Item 1J - Page 4 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 2 agreement, and thereafter on the 15th day of January of each succeeding year. Landlord agrees to pay promptly all continuing (not installation) charges against the leased premises for public utilities, including but not limited to the electricity, waste disposal, gas, water, telephone (excluding long-distance phone calls) and security alarm. 1.4 Use of Premises. Premises shall be used as Museums and for display of historic and cultural collections of photographs, furniture, books, and other materials which accurately portray the history and culture of Palm Springs. Tenant shall make good faith efforts to coordinate usage of the Premises with the Landlord. 1.5 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 to the addresses below. 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. Tenant’s Address for Notices Palm Springs Historical Society, a California Public Benefit Corporation Attn: Chief Executive Officer 221 South Palm Canyon Drive P. O. Box 1498 Palm Springs, CA 92263 Landlord’s Address for Notices City of Palm Springs Attn: City Manager 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 2.0 TERM. 2.1 Term. The term of this Lease shall commence on the date specified in Section 1.2 (“Commencement Date”) and shall continue for the period specified therein unless earlier terminated as provided herein. 2.2 Termination By Landlord. In the event of any default by Tenant, which default is not cured within a reasonable time following written notification to Tenant by Landlord, then in addition to any other remedies available to Landlord at law or in equity, Landlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder. If Landlord terminates this Lease as provided in this Section, Tenant hereby waives any right to receive any other compensation from Landlord, including, but not limited to, the value of Tenant’s leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Landlord shall have no obligation to pay Tenant therefore. Item 1J - Page 5 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 3 3.0 RENTAL. 3.1 Rental. Tenant shall pay to Landlord, during the term of this Lease from and after the Commencement Date as annual rental (“Rental”) for the Premises the sum specified in Section 1.3 hereof, which sum shall be paid in advance by the 15th day of January of each year of the term of this agreement. All rental 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 1.5 hereof. 3.2 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 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. In addition to all rentals herein reserved, if required, Tenant shall pay either directly to the taxing authority or to Landlord, annual real estate taxes and assessments levied upon the Premises (including any possessory interest taxes levied under Revenue and Tax Code 107.6), 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. 4.0 USE OF THE PREMISES. 4.1 Permitted Use. The Landlord hereby leases to Tenant and Tenant hires from Landlord the exclusive use of the Premises, with improvements as defined herein, for the purpose of conducting thereon only the use specified in Section 1.4 of this Lease. 4.2 Required Use. Tenant shall coordinate its activities on the Village Green to foster an increased appreciation of the City of Palm Springs’s history and culture, for the benefit of residents and visitors alike. Tenant covenants to operate the buildings as museums with permanent and rotating exhibits and the Cornelia White House as a historic home, open to the public at least six days a week from October through May and closed during the summer, all free to the public as part of the Palm Springs Historical Society’s mission. 4.3 Prohibited Uses. Tenant shall not sell or permit to be kept, displayed or sold in or about the exclusive Premises (a) pornographic or sexually explicit books, magazines, literature, films or other printed material, sexual paraphernalia, or other material that would be considered lewd, obscene or licentious, (b) any article that may be prohibited by standard forms of fire insurance policies, or (c) any alcoholic beverages unless expressly permitted (in writing) by the City. 4.4 Compliance with Laws. Tenant shall, at its sole cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the 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 Item 1J - Page 6 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 4 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 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 Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.; (v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code Section 1300 et seq.; and (ix) California Civil Code Section 3479 et seq., as such laws are amended and the regulations and administrative codes applicable thereto. The term “Hazardous Material” includes, without limitation, any material or substance which is (i) defined or listed as a “hazardous waste”, “extremely hazardous waste”, “restrictive hazardous waste” or “hazardous substance” or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms “Hazardous Materials” and “Environmental Laws” in their broadest sense. Tenant shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq. Tenant shall provide prompt written notice to Landlord of the existence of Hazardous Substances on the premises and all notices of violation of the Environmental Laws received by Tenant. 4.5 Inspection by Certified Access Specialist. Landlord discloses that the Facilities have not undergone inspection by a Certified Access Specialist as referenced in California Civil Code Section 1938 subsection (e) of which provides: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." Pursuant to the foregoing Section 1938(e), Tenant acknowledges and agrees that, if Tenant wishes to have the Facilities inspected by a CASp: (i) Tenant must notify Landlord on or before the date when Tenant executes this Lease pursuant to the election below; (ii) the inspection will be at Tenant's sole cost and expense; (iii) the inspection must be scheduled through Landlord; (iv) any repairs or modifications necessary to correct any violation of Item 1J - Page 7 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 5 construction-related accessibility standards that is noted in the CASp report shall be Tenant’s responsibility; and (v) Tenant must provide a copy of the CASp report to Landlord on completion. By initialing below, Tenant represents that: Tenant wishes to have a CASp inspection of the Facilities Initials: _______ Tenant hereby waives its right to have a CASp inspection of the Facilities Initials: _______ 4.6 Signs. Tenant shall have the right to place a sign at the entrance to the Premises in accordance with the City’s Zoning Code pertaining to signs, and 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 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 Tenants approval. 4.7 Parking and Common Areas. During the term of this Lease and any extension thereof, Landlord gives to Tenant for the use and benefit of Tenant, its agents, employees, customers, licensees and subtenants a non-exclusive license in common with Landlord and other present and future owners and tenants of the Property and their agents, employees, customers, licensees and subtenants, and others authorized by Landlord to use the automobile parking areas, roadways, walkways, landscaped areas, service areas, of the Property for ingress, egress and automobile parking, provided that the condemnation or other taking by any public authority, or sale in lieu of condemnation, of any or all of such parking and common areas shall not constitute a violation of this covenant. Nothing herein contained shall be deemed to prevent Landlord from using or authorizing others to use said parking and common areas. 4.8 Hours of Business. Subject to the provisions of Section 8.0 hereof, Tenant shall continuously during the entire term hereof conduct and carry out Tenant’s business in the Premises and shall keep the Premises open for business and cause Tenant’s business to be conducted therein during the usual business hours as noted in Section 4.2. If scheduling patterns may change and in that event, Tenant shall report those changes to the Landlord in writing. This provision shall not apply if the Premises should be closed and the business of Tenant temporarily discontinued therein on account of strikes, lockouts, or similar causes beyond the reasonable control of Tenant including weather, traffic delays, border delays, or equipment failures. 4.9 Charitable Leases. The provisions of this Section are required by Resolution No. 14527 of the City Council. Tenant hereby represents and warrants to Landlord that Tenant is exempt from federal income taxation pursuant to Internal Revenue Code Sections 501(c) (1) and/or 501(c) (3) and that Tenant’s use of the Premises as specified in Section 1.4 is a tax-exempt function. Tenant hereby acknowledges that the Annual Rent is below fair market rental rates. Prior to the execution of this Lease, Tenant has provided Landlord with a proposed program for which the Tenant intends to use the Premises (“Program”). On each anniversary of the Commencement Date, Tenant shall submit to Landlord a report, in a form and content satisfactory to Landlord, setting forth Tenant’s progress in meeting the provisions of the program during that year. If Item 1J - Page 8 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 6 Landlord is not satisfied with the Tenant’s performance, Landlord may terminate this Lease upon thirty (30) days’ advance written notice to Tenant or increase the Annual Rent to the fair market rental for the Premises. If Landlord elects to terminate this Lease as provided in this Section, Tenant hereby waives any right to receive any other compensation from Landlord, including, but not limited to, the value of Tenant’s leasehold interest, loss of goodwill, relocation benefits, inverse condemnation, or the taking of property and Landlord shall have no obligation to pay Tenant therefore. In the event that Tenant ceases to be a tax-exempt organization or the use is no longer a tax-exempt function, Rent shall be due at the fair market value from the date Tenant is no longer a tax-exempt or from the date the use is no longer a tax-exempt function, whichever occurs first. 4.10 Covenant Against Discrimination. In connection with its performance under this Lease, Tenant shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Tenant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to Landlord’s lawful capacity to enter this Lease, and in executing this Agreement, Tenant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Tenant activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Tenant is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 4.11 California Labor Code Requirements. Tenant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If Tenant performs any “maintenance” with regard to the Premises, and if the total compensation is more than $15,000 or more, Tenant agrees to fully comply with such Prevailing Wage Laws, if applicable. Tenant shall defend, indemnify and hold the Landlord, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Tenant shall therefore comply with such Labor Code sections to fullest extent required by law. It shall be mandatory upon the Tenant and all of Tenant’s contractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages, employment of apprentices, hours of labor and debarment of contractors and subcontractors. 4.12 Rules and Regulations. Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from time to time promulgate and/or modify. The rules and regulations, if any, are attached hereto as Exhibit “D” (“Rules and Regulations”). 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. Item 1J - Page 9 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 7 5.0 ALTERATIONS AND REPAIRS. 5.1 Alterations and Fixtures. Any expansion, amendment, or alteration of the Premises shall be in conformance with the requirements of all municipal, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees or the public and in conformance with reasonable rules and regulations of Landlord. Landlord may require that any such alterations be removed prior to the expiration of the term hereof. Any removal of alterations or furniture and trade fixtures shall be at Tenant’s expense and accomplished in a good and workmanlike manner. Any damage occasioned by such removal shall be repaired at Tenants expense so that the Premises can be surrendered in a good, clean and sanitary condition as required by Section 5.2 hereof. Any and all fixtures and appurtenances installed by 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. The premises are accepted by Tenant in their present condition, and Tenant will at all times keep the interior of the museums and the premises neat, clean and in a sanitary condition. Landlord, at its expense shall (i) repair and maintain the mechanical equipment, (ii) maintain the outside walls, roof and foundation of the buildings in a reasonable condition and (iii) plan and maintain all landscaping on the premises, including, without limitation, all plants, sprinkler systems and replacements thereof. Tenant, at its expense, shall make all other repairs and maintain the premises in as good repair as they now are or may be hereafter. Tenant shall notify Landlord of necessary maintenance and repairs. By entering into the Premises, Tenant shall be deemed to have accepted the Premises, as being in good and sanitary order, condition and repair, and Tenant agrees on the last day of said term or sooner termination of this Lease to surrender the 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. 5.3 Free from Liens. During the period of construction and thereafter Tenant shall keep the 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. Upon completion of construction of the improvements Tenant shall assure that lien releases are obtained for all mechanics liens. 6.0 INSURANCE AND INDEMNIFICATION. 6.1 Insurance Provided by Landlord. Landlord shall maintain fire and extended coverage insurance throughout the term of this Lease in an amount equal to at least ninety percent (90%) of the replacement value of the Tenant’s building on the Premises, together with such other insurance, coverages and endorsements as may be required by Landlord’s lender, or as Landlord may determine in its sole discretion. Tenant hereby waives any right of recovery from Landlord, its officers and employees, and Landlord hereby waives any right of loss or damage (including consequential loss) resulting from any of the perils insured against as a result of said insurance. Item 1J - Page 10 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 8 6.2 Insurance Provided by Tenant. (a) Tenant to Provide Personal Property Insurance. Tenant, at its expense, shall maintain fire and extended coverage insurance written on a per occurrence basis on its trade fixtures, equipment, personal property and inventory within the Premises from loss or damage to the extent of their full replacement value. (b) Tenant to Provide Liability Insurance. During the entire term of this Lease, the Tenant shall, at the Tenants 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 Premises and on any rights of way directly adjacent to the Premises written on a per occurrence basis in an amount not less than either (i) a combined single limit of ONE MILLION DOLLARS ($1,000,000.00) 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 $250,000.00 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. (c) Tenant to Provide Worker’s Compensation Insurance. If applicable, 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 Premises. (d) General Provisions Applicable to Tenant’s Insurance. All of the policies of insurance required to be procured by Tenant pursuant to this Section 6.2 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 cancelled 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 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 Premises are located and rated A:VII or better by Bests Insurance Guide. In the event the Risk Manager of Landlord (“Risk Manager”) determines that (i) the Tenant’s activities in the 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. Landlord and Tenant hereby waive any Item 1J - Page 11 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 9 rights each may have against the other on account of any loss or damage occasioned by property damage to the Premises, its contents, or Tenants 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. 6.3 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, artwork, exhibits, inventory and merchandise, in, upon or about the Premises and for injuries to persons in or about the Premises, from any cause arising at any time. 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 the negligent performance of the work, operations or activities of Tenant, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Premises or the parking and Common Area by Tenant or its employees and customers, or arising from the failure of Tenant to keep the Premises in good condition and repair, as herein provided, or arising from the negligent acts or omissions of Tenant hereunder, or arising from Tenant’s negligent performance of or failure to perform any term, provision covenant or condition of this Lease, whether or not there is concurrent passive or active negligence on the part of the 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. Item 1J - Page 12 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 10 7.0 ABANDONMENT AND SURRENDER. 7.1 Abandonment. Tenant shall not vacate or abandon the Premises at any time during the term of this Lease; and if Tenant shall abandon, vacate or surrender the Premises or be dispossessed by process of law, or otherwise, any personal property belonging to Tenant and left on the 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. 8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or total destruction of the Premises during the term of this Lease which requires repairs to the Premises, or (b) the Premises being declared unsafe or unfit for occupancy by any authorized public authority for any reason (other than Tenant’s act, use or occupation), which declaration requires repairs to the Premises, this Lease shall terminate automatically, without any further liability to either Party. 9.0 ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease or sublet the 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. For purposes of this Lease, the occupation of some or a portion of the Facilities by exhibits that are temporary (i.e., six (6) months or shorter) shall not be deemed to be an assignment or subletting of the Facilities. Landlord may withhold its consent to an assignment or sublease to a proposed assignee or sublessee, and Tenant agrees that Landlord shall not be unreasonable for doing so, unless all the following criteria are met: (a) The proposed assignee’s or sublessee’s general financial condition, including liquidity and net worth, verified by audited financial statements prepared by a Certified Public Accountant in conformity with Generally Accepted Accounting Principles is equal to or greater than that of Tenant; (b) the proposed assignee or sublessee has a demonstrated merchandising capability equal to or greater than that of Tenant as to the use for which the Premises are leased; (c) the proposed assignee or sublessee is morally and financially responsible. Any such assignment shall be subject to all of the terms and conditions of this Lease and the 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 Exhibit “C” 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, 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. Item 1J - Page 13 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 11 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 Tenant and the proposed assignee, a history of the proposed assignee’s business experience and such other information as required by Landlord to verify that the criteria for assignment as set forth herein are met. If Landlord approves such assignment, Tenant shall pay to Landlord one-half (1/2) of any consideration received by Tenant for such assignment. 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. 10.0 DEFAULT AND REMEDIES. 10.1 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 Tenants 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 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 Premises or of Tenants leasehold interest in the 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 Tenants right to possession thereunder. Such efforts as Landlord may make to mitigate the damages caused by Tenants 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 Item 1J - Page 14 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 12 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 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. 10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver of any default or a waiver of any of Landlord’s remedies. 10.3 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 theretofore 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. 11.0 CONDEMNATION. In the event a condemnation or a transfer in lieu thereof results in a taking of any portion of the 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 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 Landlord), any amounts necessary to reimburse Tenant for the cost of removing stock and fixtures. If this Lease is not terminated as above provided, Landlord shall use a portion of the condemnation award to restore the Premises. 12.0 MISCELLANEOUS. 12.1 Entry and Inspection. Tenant shall permit Landlord and his agents to enter into and upon the Premises at all reasonable times for the purpose of inspecting the same or for the purpose of maintaining the Premises as required by the terms of this Lease or for the purpose of posting notices of nonliability for alterations, additions or repairs, or for the purpose of placing upon the property in which the 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 Item 1J - Page 15 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 13 above without any rebate of rent and without any liability to Tenant for any loss of occupation or quiet enjoyment of the 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 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 Premises and exhibit same to prospective tenants. 12.2 Estoppel Certificate. If, as a result of a proposed sale, assignment, or hypothecation of the 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 “C” 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. 12.3 Jurisdiction and Venue. The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to the address of 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. 12.4 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. 12.5 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. 12.6 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. 12.7 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. Item 1J - Page 16 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 14 12.8 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 otherwise, or a joint venturer with Tenant, and that the provisions of this Lease and the agreements relating to rent payable hereunder are included solely for the purpose of providing a method whereby rental payments are to be measured and ascertained. 12.9 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Lease. 12.10 Exhibits and Addenda. The Exhibits attached to this Lease are made a part hereof as if fully set forth herein. In the event of a conflict between the terms and provisions of Addenda and the terms and provisions of this Lease, the terms and provisions of the Addenda shall prevail. [SIGNATURES ON NEXT PAGE] Item 1J - Page 17 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 15 IN WITNESS WHEREOF, the parties have duly executed this Lease together with the herein referred to Exhibits, attached hereto, on the day and year first above written in Palm Springs, California. “TENANT”: PALM SPRINGS HISTORICAL SOCIETY By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. ________ APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: ____________________________ City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Item 1J - Page 18 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 16 EXHIBIT “A” Legal Description of Facilities The Southerly 40 feet of lot 5; lot 6; the northerly 42 feet of lot 7; all in book 19 of Palm Springs, as shown by map in file in book 9; page 432 of maps, San Diego, County Records. Also known as 211 South Palm Canyon Drive, “Village Green”. Area #1, 2, 3, and 4 as identified in Exhibit “B” Map of Facilities. Item 1J - Page 19 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 17 EXHIBIT “B” Map of Facilities Area #1 Cornelia White House – 223 South Palm Canyon Drive Area #2 McCallum Adobe Museum – 223 South Palm Canyon Drive Area #3 Ruddy’s General Store – 221 South Palm Canyon Drive Area#4 form Agua Caliente Cultural Museum – 219 South Palm Canyon Drive Item 1J - Page 20 143 W ARENAS Rn ,-.-----------t 05 S PALM CANYON D8 I Ag"" c .. 11o... .5 , I Cu11uml Museum .,/ --- ~1l S PA M CANV.ON..O J Set locetion f. '1 ) -1----....--------t " 0 5 ~ <I. (.) :;; _, t l / 20( 2 2 S PALt. 1J1 222 S PALM , 235 PALM CANY N OR 236 S BELARDO RD 256 S PJ Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 18 EXHIBIT “C” Estoppel Certificate Tenant: Palm Springs Historical Society, a California Public Benefit Corporation Landlord: CITY OF PALM SPRINGS, a Charter City Date of Lease: Premises: “Village Green”, 219, 221, and 223 South Palm Canyon Drive in Palm Springs, California 92262. To: Palm Springs Historical Society, a California Public Benefit Corporation 221 South Palm Canyon Drive Palm Springs, CA 92262 The undersigned hereby certifies as follows: 1. The undersigned is the tenant ("Tenant") under the above-referenced lease ("Lease") covering the above-referenced premises ("Premises"). 2. The Lease constitutes the entire agreement between landlord and Tenant with respect to the 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 May 1, 2024, and, including any presently exercised option or renewal term, will expire on April 30, 2029. Tenant has accepted possession of the 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 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 breach 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 Annual Rent in installments of $1 per year. 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. 6. Tenant has no option or preferential right to lease or occupy additional space Item 1J - Page 21 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 19 within the Property of which the Premises are a part. Tenant has no option or preferential right to purchase all or any part of the Premises nor any right or interest with respect to the 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. 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. 10. Tenant shall keep all window displays in a clean and orderly fashion and be allowed to offer and display materials suitable for museums. Dated this day of , 2024. By: Its: Item 1J - Page 22 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B 55575.18100\41744963.2 20 EXHIBIT “D” Rules and Regulations 1. All loading and unloading of goods and other related equipment, as well as the parking and storage of related items shall be done only at the times, in the areas and through the entrances reasonably designated for such purposes by City. 2. All loading and unloading of passengers shall be done only at times, in the areas and through the entrances reasonably designated for such purposes by City. 3. The Tenant is responsible for maintaining the security of guests and students on the Premises through its own efforts. 4. All of Tenant’s refuse and rubbish shall be removed on a regular basis at Tenant’s sole cost and expense. Tenant shall not burn any trash or garbage of any kind in, about or upon the Premises. Tenant shall not place any rubbish or other matter outside any building within the Facility, except in such containers as are authorized from time to time by City. 5. No radio or television or other similar audible device outside the facility shall be installed without obtaining in each instance the written consent of City. No aerial shall be erected on the roof, exterior walls or grounds of the Premises without first obtaining in each instance the written consent of City which consent shall not be unreasonably withheld or delayed. Any aerial so installed without such written consent shall be subject to removal without notice at any time. 6. No loudspeakers, televisions, radios or other devices shall be used in a manner so as to be heard or seen outside of the Premises without first obtaining in each instance written consent of City. 7. No sirens, outside paging or any type of signalization will be permitted, except approved alarm systems. 8. The outside sidewalks, parking lots and loading areas immediately adjoining the premises shall be kept clean and free from dirt and rubbish by Tenant to the reasonable satisfaction of City, and Tenant shall not place or permit any obstructions or merchandise in such areas, except to the extent specifically permitted by the provisions of Tenant’s lease. 9. Tenant shall not use, and shall not allow anyone else to use, the Facility as a habitation. Such prohibition shall include, without limitation, sleeping, eating or bathing. 10. No vehicle servicing or fueling shall be allowed on the Premises, including the changing of wheels or tires, pumping fuel, emptying liquid waste tanks, or servicing any engine or motor. Item 1J - Page 23 Docusign Envelope ID: 17061372-1EF0-4955-B032-306188A7D42B