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HomeMy WebLinkAboutA6398 - CVEP LEASE AGR FOR 2901 E ALEJO RD AMENDMENT NO. 2 LEASE AGREEMENT NO. 6398 COACHELLA VALLEY ECONOMIC PARTNERSHIP AT PALM SPRINGS AIRPORT OPERATING AND LEASE AGREEMENT AT PALM SPRINGS INTERNATIONAL AIRPORT This SECOND AMENDMENT to Agreement No. 6398 for certain premises and improvements located 2901 East Alejo Road at the Palm Springs International Airport ("Agreement") made and entered into on the day of Aj, , 2018, by and between the CITY OF PALM SPRINGS ("City"), and the Coachella Valle Economic Partnership a non- profit corporation ("Lessee"). RECITALS WHEREAS, the City and Lessee entered into that certain Operating and Lease Agreement No. 6398 for certain premises and improvements located at 2901 East Alejo Road at the Palm Springs International Airport ("Property"), as may be duly amended from time to time; WHEREAS, Lessee has made capital improvements to the Property in the amount of in the amount of$253,370.70; WHEREAS, City agrees to provide Lessee with credit towards rent (Rental Credits) in an amount equal to the capital improvements made to the Property; WHEREAS, the parties wish to amend the Agreement pursuant to the terms of Amendment No. 2: NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Lessee agree to amend the Agreement as follows: SECTION 1. The Lease between the Lessor and Lessee, executed on October 1, 2013, and amended on September 2, 2015, shall be amended as follows: 1.5 Rental Rate. e. Commencing on July 1, 2018, Lessee shall be responsible for the Rental Rate for the entire space subject to Lease, occupied or unoccupied based on original lease rate. f. Lessee shall be granted Rental Credits in the amount of$253,370.70. g. On July 1, 2018, a portion of the available Rental Credits shall be utilized to satisfy the Rental Payments that were deferred during the period beginning February 1, 2015, through June 1, 2018, in the amount of$106,959.62. ORIGINAL BID 1 AMOR AGREEMENT g. Commencing on July 1, 2018 to June 30, 2020, a portion of the available Rental Credits in the amount of$62,400 ($5,200 monthly) shall be used to satisfy the monthly rental payments for Fiscal Years 2019 and 2020. h. Commencing on July 1, 2020 to June 30, 2021, a portion of the available Rental Credits in the amount of$21,600 ($1,800) shall be used to satisfy a portion of the rental payments for Fiscal Year 2021. Lessee shall be responsible for paying $40,800 ($3,400 monthly) of the rental payment for 12 months. i. Commencing on July 1, 2021, Lessee shall be responsible for the full Rental Rate in the amount of$62,400 ($5,200 monthly) for all the space subject to the Agreement, occupied or unoccupied. SECTION 3.2 Cost of Living Adjustment. This section shall be waived for the remaining lease term and any option years exercised. SECTION 12.10 Nondiscrimination This section shall be amended as follows: Covenant Against Discrimination. In connection with its performance under this Agreement, Lessee 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"). Lessee 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 City's lawful capacity to enter this Agreement, and in executing this Agreement, Lessee certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Lessee activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Lessee 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. All other terms and conditions contained in the Lease Agreement dated October 1, 2013 remain unchanged and in full force and effect. i 2 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. 66CITY" in Springs Date: B David H. Ready, Es . City Manager APPROVED AS TO FORM: ATTEST Bg ,. , By: Edward Kotkin, on M jia, City Attorney City Cler APPROVED BY CITY COUNCIL: A V%4two - 9- Date: June 6, 2018 Agreement No. 6398 I�� S.e - 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. COMPANY NAME: ��CELl� l�RLL� �Co��lo+tl/C Check one Individual Partnership Corporation ,a 4EX 3111 E. -WNau«Z CA,-,(y IItAy Address r• *By Byotarized) Signature(Notarized) ALLISON GITLIN ° ALLISON GITLIN , `yf!;�Ty Notary Public-California z _ ; Notary Public.California Y � Riverside Countyr z - Riverside Count Commission#2232966 ` Commission#223 966 My Comm.Expires Mar 3,2�22 ""°`"� My Comm.Expires Mar 3,2022 3 wj/� L ' i•-� COACVAL-08 LROCHA �►coRoK CERTIFICATE OF LIABILITY INSURANCE D 07/06/2018Y) o7�os�2o1 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0757776 CONTACT Linda Rocha - NAME: HUB International Insurance Services Inc. PHOONN,Ext:(760)360-4700 4250 FAX,No):(760)360-6450 77564 Country Club Drive,Suite 401 E-MAIL Palm Desert,CA 92211 DDRE .linda.rocha@hubinternational.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Nonprofits'Insurance Alliance of California,Inc INSURED INSURER B: Coachella Valley Economic Partnership INSURERC: 3111 E.Tahquitz Canyon,Way INSURER D: Palm Springs,CA 92262 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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 ADDDL SUBDR POLICY NUMBER POLICY EFF POLICDY EXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 2018-23204 06/17/2018 06/17/2019 DAMAGE TO RENTED 500,000 X X PREMI ES Ea occurrence) $ MED EXP(Any oneperson) $ 20,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY YECQT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: ILIQUOR LIAB $ 1,000,000 A AUTOMOBILE LIABILITY (Ea acdd nt)_INGLE LIMIT $ 1,000,000 X ANYAUTO X 2018-23204 06/17/2018 06/17/2019 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUUTNOSWN BODILY INJURY Peraccident $ X AUTOS ONLY Ix AUTO ONLDY PPe0aca gt AMAGE $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PERTUTE OTH- A ER AND EMPLOYERS'LIABILITY Y I N ANFICER/RIIETOERIEXCLUDED?XECUTIVE ❑ N/A E.L.EACH ACCIDENT $ Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under IDESCRIPTION OF OPERATIONS below E:L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Locationl :2901 E.Alejo Rd,Palm Springs CA 92262.Buidlings 3,5,12,13. Location 2:3111 E.Tahquitz Canyon Way,Palm Springs CA 92262. The City of Palm Springs,its officials,employees and agents are named additional insured with respects to the location listed above per the attached forms. Insurance is primary and non-contributory.Waiver of%Qronation applies per­tfie_aTWcTFd endorsement.Should any of the policies be cancelled before the expiration.date ther`ssuing company will mail 30 days written notice to the certificate holder named CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Palm Springs THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN tYACCORDANCE WITH THE POLICY PROVISIONS. 3200 E.Tahquitz Canyon Way Palm Springs,CA 92262 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ®® NONPROFITS ❑ INSURANCE ® ALLIANCE Of CALIFORNIA A Head forinsurance,A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED- MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): Name Of Person(s)Or Organization(s)(Additional Insured): Any person or organization acting as a manager or lessor of a premises that you are required to name as an additional insured on this policy, under a written contract, lease or agreement currently in effect,or becoming effective during the term of this policy. Additional Premium: Included Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A.Section II—Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you,and only with respect to liability for"bodily injury', "property damage",or"personal and advertising injury', caused, in whole or in part, by your acts or omissions,or the acts or omissions of those acting on your behalf,subject to the following additional exclusions: This insurance does not apply to: 1. Any"occurrence"which takes place after you cease to be a tenant in that premises. 2. Any offense which constitutes"personal and advertising injury"which is committed after you cease to be a tenant in that premises;or 3. Structural alterations, new construction or demolition operations performed by or on behalf of the person(s)or organization(s)shown in the Schedule. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law;and 2. If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insured,the following is added to Section III- Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement;or 2. Available under the applicable Limits of Insurance shown in the Declarations;whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. NIAC-E67 08 17 Page 1 of 1 NONPROFITS POLICY NUMBER:2018-23204 FORM: NIAC-E26 1117 INSURANCE NAMED INSURED: C V Economic;Coachella Valley Economic Partnership ALLIANCE OF CALIFORNIA A Head for Insurance.A Heart forNonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANFER OF RIGHTS OF RECOVERY AGAINST OTHERS (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM SCHEDULE Name of Person or Organization: (Information required to complete this Schedule, if not shown above,will be shown in the Declarations.) Where you are so required in a written contract or agreement currently in effect or becoming effective during the term of this policy,we waive any right of recovery we may have against that person or organization,who may be named in the schedule above, because of payments we make for injury or damage. NIAC-E26 11 17 Page 1 of 1 G�0 N ' 20 IT NSUR" E A ,ur l+lln.; A Bead for lnsarunce.A Heartfor Nonprofi#s:: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE ONLY In consideration of the premium charged, it is understood and agreed that the following is added as an additional insured: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) But only as respects a legally enforceable contractual agreement with the Named Insured and only for liability arising out of the Named Insured's negligence and only for occurrences of coverages not otherwise excluded in the policy to which this endorsement applies. It is further understood and agreed that irrespective of the number of entities named as insureds under this policy, in no event shall the company's limits of liability exceed the occurrence or aggregate limits as applicable by policy definition or endorsement. NIAC Al 03 91 Page 1 of 1 NONPROFITS POLICY NUMBER:2018-23204 FORM: NIAC-E61 11 17 INSURANCE NAMED INSURED: C V Economic;Coachella Valley Economic Partnership ALLIANCE OF CALIFORNIA A Head for Insurance.A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: (Information required to complete this Schedule, if not shown above,will be shown in the Declarations.) A. Section II—Who Is An Insured is amended to include any public entity as an additional insured for whom you are performing operations,who may be named in the schedule above,when you have agreed in a written contract or written agreement that such public entity be added as an additional insured(s)on your policy, but only with respect to liability for"bodily injury","property damage"or"personal and advertising injury'caused, in whole or in part, by: 1. Your negligent acts or omissions;or 2. The negligent acts or omissions of those acting on your behalf;in the performance of your ongoing operations: No such public entity is an additional insured for liability arising out of the"products-completed operations hazard"or for liability arising out of the sole negligence of that pubic entity. B. With respect to the insurance afforded to these additional insured(s),the following additional exclusions apply. This insurance does not apply to"bodily injury'or"property damage"occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service,maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or 2. That portion of"your work"out of which injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. The following is added to SECTION III—LIMITS OF INSURANCE: The limits of insurance applicable to the additional insured(s)are those specified in the written contract between you and the additional insured(s),or the limits available under this policy,whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. NIAC-E61 11 17 Page 1 of 2 ®� NONPROFITS POLICY NUMBER:2018-23204 FORM: NIAC-E61 11 17 INSURANCE NAMED INSURED: C V Economic;Coachella Valley Economic Partnership . ALLIANCE OF CALIFORNIA A Head for Insurance.A Heart for Nonprofits. D. A. With respect to the insurance provided to the additional insured(s),Condition 4.Other Insurance of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary,we will share with all that other insurance as described in c.below;or (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)'own insurance. Paragraphs(1)and(2)do not apply to other insurance to which the additional insured(s)has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance,whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for"your work' (b) That is fire, lightning,or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for"property damage"to premises temporarily occupied by you with permission of the owner;or (d) If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of SECTION I—COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE. (e) Any other insurance available to an additional insured(s)under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s)has been added as an additional insured by that other insurance. (1) When this insurance is excess,we will have no duty under Coverages A or B to defend the additional insured(s)against any"suit"if any other insurer has a duty to defend the additional insured(s)against that"suit". If no other insurer defends,we will undertake to do so, but we will be entitled to the additional insured(s)'rights against all those other insurers. (2) When this insurance is excess over other insurance,we will pay only our share of the amount of the loss, if any,that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (b) The total of all deductible and self-insured amounts under all that other insurance. (3) We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s)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 other the other insurance available to the additional insured(s)does not permit contribution by equal shares,we will 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. NIAC-E61 11 17 Page 2 of 2 DATE(MM/DD/YYYY) ACORV CERTIFICATE OF LIABILITY INSURANCE ll. �' 01/12/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Danielle Mulder NAME: Weingarten&Hough AICNN Ext: (760)325-2526 FAX No: (760)322-5970 CA License No.0086542 E-MAIL danielle@whinsurance.com ADDRESS: P 0 BOX 1866 INSURER(S)AFFORDING COVERAGE NAIC# Palm Springs CA 92263 INSURERA: Hartford Fire Insurance Company 19682 INSURED INSURER B: Coachella Valley Economic Partnership INSURERC: 3111 E Tahquitz Canyon Way INSURERD: Palm Springs,CA 92262 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: 2018-2019 REVISION NUMBER: THIS IS TO CERTIFY THATTHE 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 MAYBE 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. IEXP LTR TYPE OF INSURANCE INSD WVD POUCYNUMBER MM/DDY� MM/UDD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGETORFNTE CLAIMS-MADE OCCUR PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEMLAGGREGATE LIMITAPPLIES PER: GENERALAGGREGATE $ POLICY PRO- JECT ❑LOC PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANYAUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DIED I I RETENTION$ PER $ WORKERS COMPENSATION X STATUTE ER H AND EMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 A OFFICERIMEMBEREXCLUDE] ❑ N/A 72WECER9995 01/13/2018 01/13/2019 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 Ifyes,desc be under 1,000,000 DESCRIPTIONOF OPERATIONS below I E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) The City of Palm Springs is named as respects to Workers Compensation-Waiver of Subrogation perform WC 04 03 06. 30 days notice of cancellation except 10 day notice of cancellation due to non-p Location of buildings: _ -2901 EAlejo Rd., Palm Springs,Ca.92262 -3111 E.Tahquitz Canyon Way,Palm Springs,CA 92262 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 320 East Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD LEASE AGREEMENT NO. 6398 AMENDMENT NO. 1 COACHELLA VALLEY ECONOMIC PARTNERSHIP AT PALM SPRINGS AIRPORT OPERATING AND LEASE AGREEMENT AT PALM SPRINGS INTERNATIONAL AIRPORT This FIRST AMENDMENT to Agreement No. 6398 for certain premises and improvements located 2901 East Alejo Road at the Palm Springs International Airport (Herein "Agreement') made and entered into on the Second day of September 2015, by and between the CITY OF PALM SPRINGS (herein "City"), and the Coachella Valley Economic Partnership a non-profit corporation ("Lessee"). RECITALS WHEREAS, the City and Lessee entered into that certain Operating and Lease Agreement No. 6398 for certain premises and improvements located at 2901 East Alejo Road at the Palm Springs International Airport ("Agreement'), as may be duly amended from time to time; and WHEREAS, the parties wish to amend the Agreement pursuant to the terms of Amendment No. 1: NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Lessee agree to amend the Agreement as follows: SECTION 1. The Lease between the Lessor and Lessee, executed on October 1, 2013, shall be amended as follows: 1.5 Rental Rate. a. Rental payment shall be twelve cents ($0.12) per square foot per month for the building space exclusively used by the Lessee for the term of the lease. Common area spaces such as landscaping and parking areas are included in the lease amount. b. Prior to October 1, 2014, and ending January 31, 2015, Lessee shall be responsible for the rental payment covering only the space occupied by Lessee, excepting any space unoccupied or under construction or renovation. C. Lessee shall be responsible for the Rental Rate for all of the space subject to Lease, occupied or unoccupied. Commencing on February 1, 2015, Lessee shall pay monthly the rental payment covering the space occupied by Lessee. Any space unoccupied or under construction or renovation, collectively the "unoccupied space", shall be subject to deferral as provided below. ORIGINAL BID AND10R AGREEMENT d. Rent due and payable for unoccupied space for the period between February 1, 2015 and May 30, 2018 shall be deferred ("Deferred Rental Payment') until June 1, 2018. e. Commencing on June 1, 2018, Lessee shall be responsible for the full Rental Rate for all of the space subject to the Lease, occupied or unoccupied. f. Commencing on June 1, 2018, each month Lessee shall pay a portion of the Deferred Rental Payments. The monthly deferred rental payment due shall be calculated as follows: the total amount of Deferred Rental Payments divided by the number of months remaining on the lease (60 months). Section 2.7, Termination by Lessee, is hereby appended with the following paragraph: Should the Lessee terminate this Lease prior to the term or any extension thereof, the amount of Deferred Rental Payments in Subsections (c) and (d) of Section 1.5 shall be immediately due and payable to the City. All other terms and conditions contained in the Lease Agreement dated October 1, 2013 remain unchanged and in full force and effect. SECTION 2. As of January 31, 2015 the rent due each month is calculated at $2,502.42, for the occupancy as outlined in Exhibit "A". City and Lessee agree that as of November 1, 2015, Lessee is current on rental payments offset by Deferred Rental Payments detailed as follows: CVEP-Lease Agreement No.6398 -Amendment#1 Revised Based on Deferred Rental 2014/2015 Original Occupancy Actual Paid Difference Payment October 2014 5,004.84 2,502.42 5,004.84 -2,502.42 - November 5,004.84 2,502.42 5,004.84 -2,502.42 - December 5,004.84 2,502.42 5,004.84 -2,502.42 - Janua 2015 5,004.84 2,502.42 5,004.84 -2,502.42 - February(2015) 5,004.84 2,502.42 0.00 2,502.42 2,502.42 March 5,004.84 2,502.42 0.00 2,502.42 2,502.42 April 5,004.84 2,502.42 0.00 2,502.42 2,502.42 May 5,004.84 2,502.42 0.00 2,502.42 2,502.42 June 5,004.84 2,502.42 2,502.42 0.00 2,502.42 July 5,004.84 2,502.42 2,502.42 0.00 2,502.42 August 5,004.84 2,502.42 2,502.42 0.00 2,502.42 September 5,004.84 2,502.42 2,502.42 0.00 2,502.42 October 1 5,004.84 1 2,502.42 1 2,502.42 1 0.00 2,502.42 November 5,004.84 2,502.42 2,502.42 0.00 2,502.42 Total 70,067.76 35,033.88 35,033.88 0.00 25,024.20 2 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: n. David H. Ready City Manager APPROVED AS TO FORM: ATTEST By: �L Dougl4s L Holland, ames Thompson, City Attorney V City Clerk APPROVED B CITY COUNCIL: (�\OLD 6 �m ov - GQ Date: Agreement No. �p 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. COMPANY NAME: C yC10 Check one_Individual_Partnership x Corporation 3/ll L- , T/I a . ll/, Address �� By By X-A CA $gnature(Notarized) Signature(Notarized) 3 CAIJFOMIA ALL4IA1mOSE ACMXCV 1.EDGMENT GVML CODE§1189 A mtwy public a alhw d0cs aaipbdrg to carticam vwWm any the idmi"of to ndyidhel Who aigbd tr dmErmt to Which this caroiama a sued ed.and not ft quiff dr em.aeeae-[a vsi3ty of dw doamaht Stela of Ceika ) Cmadyaf qiwy side. Cnlcceminu- a,a.Otr�,afa®me. �r�al�iwoeu Nokax�� ��o1�c Data r. Here inert Alarne an` Tdfe of the personally Wpwd Joe- IOL(JC U )rd9 dt0,e_ o< ' Who proved to rre an the beam of aetiefaday evidsme to be 9re pfew" Whose MMOO iaMs subaenbed to the vritm iubunmwkt and aclvoWAedged to rna chat twfi*kw *eked the same in hie�erAf�r adhaiad c�eciy },and that by hm*mrflar siphabrg( m th ihaMmwd the persarAo, ar the annoy upah behalf of With the pehm Wacted,emcoted the imtrunad. I certify under PENALTY OF PERJURY ceder the taws of the Stake of Ceifa nnm Vid the fmagma perapaph is true and aarrw CARRIE ROVNEY t wmTEM n+y had had ulimW send Commission i 2072407 91r — = wbury Public-California > y Riverside County Comm.E Res Juh 23,2018 Pfew Namry Ses!Abaw OFTX 1YAC Though tam sechm a opbunal,canpfatrp Ow rzdom ahm can data!&Mwghon at ire doaumerd a• kaucWard roaftch"wt of Mm lone to w unedanded damment_ Oeempbon of Attsdh d Dommuerd Tine or Type of Doarnent_ I t Data: Nhaaber of Pages:. Signs" 06M Then Name c;takned by&9re4m) svwe Nana: Signer's Hamm ❑Carpmeb officer-Two(* ❑Ccgm de of m-Tbo(* ❑Phutrvr- i]Lbrdod ❑Gensml` ❑Partner- ❑listed ❑General ❑tridvi3ad ❑Atbrrey.af react ❑Indvidud ❑AtbnW in Fact ❑TnmYe ❑GupYah or Conservator ❑Truebe ❑Guwdm a 0aaervvffia ❑other ❑otrr. Signer la Representibg Signer le Representng: b20 Notary aseadeim•WWwl/siahWlobry_ag 1-1100113 NOTARY(1-a0"7&M7) ®am#MU 4 EXHIBIT "A" Palm Springs iHub Accelerator Campus 2901 E.Alejo Road,Palm.Springs,CA 92262 Occupancy Building# Facility Type S/F. Description Status S/F Occupied -Concrete.tilt-up built in 1961;clear height of14'w/roll-up delivery 1 Warehouse 91600 door. Occupied 2513.5 2 Small office 640 Administrative office _3 Shop-Warehouse 6,000 Woodshop and maintenance building Occupied 6000 4 Lunch Room 640 Employee lounge-break room M&W restroom-nonconforming Vehicle maintenance facility;3 sets of drive-thru rollup doors with one 5 Mechanic's Facility 3,500 at114'high x 12'wide - Occupied 3500 6 Storage building 2,100 Storage building.(removed) 8. . . Small Warehouse 1,800 Small warehouse storage building Occupied 1800 9 Welding Shop 960 Welding shop. Occupied 960 Concrete tilt-up built in 1999 w/freezer&cooler.25'clear ceilings and. 10 Cold Storage Facility 12,487 30''column spacing.Truck well,small office. 12 Small Office - 1,920 Office building.-divided into 2 bays-open space Occupied 1920 13 Small Office 1,920 Office building-divided into offices and conference room,restroom Occupied 1920 28 Print-Graphics Shop '.'2,240 . Print shop facility,open space with some divided office space Occupied 2240 Total 20,853.5 Total Available Sq.Ft. 43,807 Note:Building 6 removed total square footage=41,707 s/f x.12 - _ Rent based on occupancy last Bldg 6, Remove building -2,100 updated-17-15 $2,502.42 Actual Available Sq.Ft. 41_`07 x$0.12 $5,004.84 Monthly Rent due on entire site starting October 1,2014 Monthly Rent adjusted to occupied space only,starting February 1, 2015 until May 30,2018 s 4 • • A s -I�yea COACHELLA HVALLEY ub PALM SPRINGS IHUR AND ACCELERATOR CAMPUS QUARTERLY REPORT October 1 — December 31, 2015 Submitted by: Joe Wallace Palm Springs iHub Managing Director February 2, 2016 Executive Summary The Coachella Valley Innovation Hub (CViHub) is a State designated business incubator funded by the City of Palm Springs and managed by the Coachella Valley Economic Partnership (CVEP) an economic development organization serving the entire region. Currently the investors in the iHub are the City of Palm Springs, the Desert Healthcare District, and Wells Fargo Bank. The iHub's primary focus is on early stage businesses in the renewable energy and associated technology space. The Mub facilitates education, support, training, business assistance, and networking programs to contributing members and overseas operations of a small business incubator. This report covers the fourth quarter of 2015. The quarter saw the client base in the iHub exceed capacity with 6 in-house, 5 in the Accelerator Campus, and 14 virtual clients for a total of 25 clients. A number of metrics for evaluating CViHub progress were checked that are consistent with the goals of creating wealth and setting the transformation of the Coachella Valley economy into motion. CViHub Q4 2015 Report Introduction The iHub is a network that enhances Coachella Valley's competitiveness by stimulating partnerships and collaborations that accelerate investment and economic development around research clusters. The iHub is focused on clean technology,with emphasis on sustainable businesses, renewable energy,and enhancing technologies. The goals of the iHub include: • Transform the local economy through growing renewable energy based enterprise • Nurture, attract, and grow 50 renewable energy based companies in 5 years • Create local high paying technology and manufacturing jobs in the Coachella Valley • Develop programs to enable and encourage the Coachella Valley and California compete in the global marketplace • Increase the per capita household income and standard of living regionally • Attract angel and venture capital investments in client companies The iHub operates a small business incubator that has the capacity to mentor up to six clients in-house at the Rabobank Business Center, 12 at the Accelerator Campus,and twelve virtually. The iHub offers office space to clients,complete with office equipment and amenities,access to shared conference rooms, a board room, and a dedicated staff that monitors and assists the clients. CViHub clients have access to professional services at free or reduced costs,targeted training classes and workshops. Nub Advisory Board Our Advisory Board that blends public and private stakeholders exchanged emails to consider a group of applications to the CViHub. The initiating Advisory Board served a term of one year and was comprised of nine members all of which provided input to the CViHub management regarding the first quarter's applicants.In discussions with the City of Palm Springs it has been decided that this group of advisors should have more governing authority and that Palm Springs should be represented more.Therefore,the new advisory board will be comprised of 5 members with two already identified and 3 to be determined. • Mayor Robert Moon, Palm Springs • City Councilman J. R. Richards • TBD • TBD • TBD Community Relations/Accolades The iHub participated in the following events this quarter: • Renewable Energy Roundtable(3) • Monthly California Innovation Hub Conference Calls(3) • SBDC Fireside Chats(3) iHub Clients on September 30,2015 The iHub started Q4-2015 with twenty five incubator clients. During the fourth quarter a total of S applications or visits of interest to the Nub were reviewed and were recommended by iHub staff to the advisory board for acceptance and subsequently were notified of their acceptance. Both new companies are in the health and medical technology field. Partnership Activity The partnerships resulted in tangible activity during this quarter: • Coachella Valley Small Business Development Center:Co Mentoring businesses • Established next Univ. of Redlands evaluation for iHub company Pocial • CViHub (CVEP)granted 5%ownership of EV Enterprises • One solid interested party is still engaged in seeking to license the technology of Incontinence Technologies • iHub Managing Director continues to serve as interim CEO of CVEP. CVEP completed financial turnaround in Palm Springs operation and is now attracting sufficient funds to operate • Provided program to date report to the California Go-Biz offices as required by iHub charter between the City of Palm Springs and the State of California Metrics • • The CViHub updates their metrics and reports on them quarterly. The metrics include: Metric Result Number of resident companies 6 Number of Virtual Companies 14 Accelerator Campus Clients 5 ___ _ -_. ------- - ----- ------- - - ------ -------------...------- Number of graduating companies 0(S total to date) Number of jobs created by CViHub companies to date 1 118(2 this quarter) Revenue/sales from CViHub companies(estimated for quarter) Greater than$1 Million Investment Dollars Raised by CViHub Clients I Approx $325,000 ___.._.. --------- .. ------- ---------- Number of sponsors,corporate partners, members or contracts for the Over 200 identified iHub Number of patent applications and issued patents(total) 1 approved(IPS) I - - - - - -- - - ---- -------- Number of licenses or agreements by CViHub companies 1 in discussion Funding sources and amounts leveraged/invested j WFB naming rights on 4/8/2016 I Number of companies receiving outreach services 7 (excluding MA clients) Number of entities providing outreach services 4 Client Highlights from Q4-2015 • Companies domiciled at the Palm Springs Accelerator Campus completed the year with estimated total revenue from operations of between$3 Million and$3.5 Million. This translates into sales tax revenue of between$270,000 and$315,000. • Pocial moved forward with significant contracts with Top Rank Boxing and Virginia Tech University. • SecoSys that is scheduled to move into the Accelerator Campus in July of 2016 when the space is ready for them has installed a demonstration unit at the Mission Springs Water District. That unit has been approved and had resulted in an order for an additional 50 units for installation during the first half of 2016- For reference there are 12,000 water meters in that district which will mean revenue of $12 Million to SecoSys at full adoption.This is a water saving device that gives the power of saving to the customer. The market for these meters just in California amounts to over a Billion dollars and SecoSys has a patent pending on the invention. • Heppolt Wind Energy received its full technical analysis report from the Los Alamos National Lab. The analysis was quite favorable for his patented Vertical Axis Wind device. Previously Stated Goals for Q4-2015 • Process existing iHub applications and attract more. • Operate within budgets for both construction and operations. • Pay off Penta for work completed before the CVEP financial challenges. • Complete HVAC improvements in Health and Medical Innovation Center The first three goals were met. The fourth goal was delayed due to clarifications required by the DHCD Board of Directors. The board authorized CVEP to move forward with this project on January 26, 2016. The construction company is in the process of mobilizing themselves to do the improvements. Goals for Q1-2016 • Complete HVAC improvements in Health and Medical Innovation Center • Secure a Clean Room installation for incoming company GattaCo • Begin improvements to the center office area and the break room.This will add 2 more ADA compliant restrooms to the Accelerator Campus. Measure 1 Progress Report • Provided Palm Springs City Manager with a quote to complete the capital improvements at the Accelerator Campus in Mid- January. The quote leaves about$30,000 for unwelcome surprises like mold or asbestos remediation in the bathrooms. If there are still funds available after completion of this project,they will be invested into energy savings devices like LED bulbs which last for 20,000 hours and save roughly 83%on lighting costs. These bulbs will be installed on an as most used basis. Appendices: • Nub Companies circa December 31, 2015 • • 3111 E.Tahquitz Canyon Way COA C H E LLA Palm Springs, CA 92262 HubvA p:(760)34 - 7 f:(760) 648-030370 w: CViHuh,com !Hub Companies Q4 2015 RESIDENT COMPANIES Desert GeoExchange: Parent company Geothermal Resource Group provides drilling services. Desert GeoExchange is Facial: Pocial is a new, creative, social network designed to evaluating its entrance into geothermal heating/cooling systems. connect like-minded individuals through a combination of polling and social media in an effort to foster and encourage Heightened Security: HS is a local manufacturer of security debate,create a collective voice and quantify opinions. solutions for residential and commercial clients. Their product can seamlessly integrate into existing security systems. Post Modern: Post Modern is a developer of integrated hardware/software systems for consumer marketing. Their Heppolt Wind Energy: Heppolt has created a new wind turbine. system allows marketers to integrate social media into their The design allows for installation & maintenance to be carried marketing events,tradeshows,retail outlets,etc. out at ground level as opposed to current vertical turbines. HWE is receiving support from Los Alamos National Lab. Priatas: Priatas is a medical device company focused on the intelligent design of medical and lab ware disposables Incontinence Technologies:The Fanny wrapper is an integrated throughout the entire life cycle of the product. detection device utilized to aid incontinent adults to get the assistance they need from their caretakers. PSTalent.com: PSTalent has an agreement to develop virtual entertainment platforms for Sony PlayStation based games and Indy Power Systems: Indiana-based IPS offers patented energy nexuses. The programming based hiring and wealth creation blending technology to enable customers to minimize their load potential in the short term of this business is considerable. charges by storing energy during periods of low demand for use during peak demand times. SECOSYS., SECOSYS was founded by a process engineer in the semi-conductor industry. Their platform seamlessly integrates Pacific Coast Innovations: This Seattle based company has a into existing water meters to manage,control&conserve water proprietary data compression algorithm that has many different in real-time for both property managers and end consumers. industry applications. Their first application will be in manufacturing medical devices. Restroom Aid.,Cathedral City based company that has patented and tested an aid for enhancing the experience of challenged Real Ez-Up: Real Ez-Up founder is a recent Arizona State people with using the restroom in privacy. graduate of Technological Entrepreneurship & Management. They specialize is producing high-end inflatable tents and ACCELERATOR CAMPUS COMPANIES canopies with integrated LED lighting and other technologies. EV Enterprises: EV was our first graduate to transition into the Seismic Warning Systems: SWS is developing the nation's first Accelerator Campus.They manufacture electric vehicle charging regionally-based earthquake warning system. By introducing a components,microelectronics and other related products. regional system, SWS can showcase the Coachella Valley and launch itself into a multi-billion dollar emerging market. hipS-sister: hips-sister manufacturers a fashionable, functional, and flattering alternative to the fanny pack that integrates a Swiss Hytech: This Swiss based business engages in hybrid shield for electromagnetic fields caused by cell phones. LeMans racing. Their concept of using a flywheel to store energy as opposed to batteries has on road potential that will require Sactec Solar A designer & manufacturer of alternative energy high level mechanical skills. solutions, Sactec is focused on "sun-tracking' mobile trailer and ISO-containerized energy power systems for governmental TronsMedlmaging:TransMedlmaging operates in the electronic (DOD,DHS,FEMA)and non-governmental agencies. health record (HER) industry. Their service eliminates waste in medical imaging by facilitation of cloud based data, hi-res Solaris Power Cells: (Formally NRG Power Cells) Solaris was medical images,storage. founded by a team of successful entrepreneurs from the data storage industry. Their capacitor cells have the potential to Vestaxx: This German-based startup intends to manufacture store(renewable)energy with rapid charging rates. insulating glass units for application in intelligent and dynamic windows and building glass facades. Vestaxx' proprietary glass Sun Up Energy: SunUp is a commercial solar thermal company coating technology increases thermal insulation efficiency. providing design, manufacturing & installation services for commercial&industrial applications in Southern California. Wise Education: This Indian Wells based start-up company assists mostly Chinese speaking people in bridging language gaps VIRTUAL COMPANIES with online training tailored to specific educational initiatives. LEASE AGREEMENT THIS LEASE ("Lease") is made and entered into this day of OCT' , 2013, by and between the CITY OF PALM SPRINGS, a California charter city and municipal corporation ("Lessor"), and the Coachella Valley Economic Partnership, a California non-profit corporation ("Lessee"). RECITALS: A. Lessor is the owner of certain premises and improvements located at the Palm Springs International Airport in the City of Palm Springs, County of Riverside, State of California, located at the 2901 East Alejo Road ("Property'); and B. Lessee is a regional public-private economic development organization, of which Lessor is a member, and is charged with implementing a regional blueprint to make the Coachella Valley competitive in a number of key industries; C. Lessee is the operator of the Coachella Valley Innovation Hub (CViHub) under that certain Administrative Agreement with the Lessor, which provides for the mentoring and support of start-up businesses in identified industries in the Western Coachella Valley; and D. Lessee desires to lease said Property to operate the Palm Springs Accelerator Campus to expand the services and facilities offered under the CViHub Program to include space for fabrication, manufacturing, prototyping, testing and other production activities of the CViHub businesses. AGREEMENT: 1.0 LEASE SUMMARY. Certain fundamental lease provisions are presented in this Section and represent the agreement of the parties hereto, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any conflict between any fundamental lease provision and the balance of this Lease, the latter shall control. References to specific Sections are for convenience only and designate some of the Sections where references to the particular fundamental lease provisions may appear. 1.1 Propertv. The "Property" shall refer to that certain real property located in the County of Riverside, State of California, as more particularly described in Exhibit "A", attached hereto an incorporated herein by reference, together with the improvements located thereon as depicted on the Plot Plan attached as Exhibit "B", attached hereto and incorporated herein by reference. 1 952009.1 1.2 The Premises. The Premises shall consist of that certain portion of the building, as defined, herein, including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known as 2901 East Alejo Road, located in the City of Palm Springs, County of Riverside, State of'California, also identified as a portion of Assessor Parcel Number 502-100-029 and generally described as Multi-Tenant buildings (office, industrial & warehouse use in portable and permanent structures, asphalt paving, chain link fencing, and miscellaneous landscaping all as shown on the plot plan attached as Exhibit "B". 1.3 Lease Term. The Lease term shall be ten (10) years commencing October 1, 2013, ("Commencement Date") and terminating September 30, 2023. 1.4 Extension Options. Two (2) five (5) year extension options may be exercised by mutual written agreement of the parties. 1.5 Rental Rate. Rental payment shall be twelve cents ($0.12) per square foot per month for the space exclusively used by Lessee, Common area spaces such as landscape, and parking areas, for the term of the lease. Prior to October 1, 2014, Lessee shall be responsible for the rental payment covering only the space occupied by Lessee, excepting any space unoccupied or under construction or renovation. Commencing on October 1, 2014, Lessee shall be responsible for the Rental Rate for all of the space subject to the Lease, occupied or unoccupied. 1.6 Security Deposit. N/A 1.7 Use of Premises. Lessee shall use and occupy the Premises for the purpose of establishing and operating the Palm Springs Accelerator Campus to provide mentoring and support services to start-up businesses in identified industries in the Western Coachella Valley as part of the implementation of the Innovation Hub (iHub) Program established by the State of California and received by the Western Coachella Valley cities at the Property, under an Administrative Services Agreement with the City of Palm Springs, as amended, more particularly described in Exhibit E. The occasional serving of alcoholic beverages shall only be at special events, mixers, open houses and other activities sponsored by Lessee and shall be subject to the State's alcoholic beverages control laws. 1.8 Address for Notices. Lessee: Coachella Valley Economic Partnership Attn: Chief Operating Officer 3111 East Tahquitz Canyon Way Palm Springs, California 92262 Lessor: City of Palm Springs Attn: City Manager 3200 East Tahquitz Canyon Way Palm Springs, CA 92262 2 es2ooe.i 2.0 TERM 2.1 Term. The term of this Lease shall commence on the date specified in Section 1.3 ("Commencement Date") and shall continue for the period specified therein unless earlier terminated as provided herein. 2.2 Reserved. 2.3 Time. Time is of the essence of this Lease. 2.4 Force Maieure. If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the event. 2.5 Termination by Lessor. Lessor shall have the right to terminate this Lease effective on any anniversary of the Commencement Date, with or without cause, by providing Lessee with at least one hundred twenty (120) days advance written notice. With the exception of any unamortized balance of Leasehold Improvement Costs not paid for by Lessor through the CViHub Administrative Agreement, if Lessor terminates this Lease as provided in this Section, Lessee hereby waives any right to receive any other compensation from Lessor, including, but not limited to, the value of Lessee's leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Lessor shall have no obligation to pay Lessee therefor. 2.6 Holding Over. Any holding over after the expiration of the term of this Lease, with the consent of Lessor, express or implied, shall be construed to be a tenancy from month to month, cancelable upon thirty (30) days' written notice, and at a monthly rental equal to one hundred and fifty percent (150%) of the monthly rental in effect at the expiration of the term and upon terms and conditions as existed during the last year of the term hereof. 2.7 Termination by Lessee. Lessee shall have the right to terminate this Lease by providing Lessor with at least sixty (60) days advance written notice that Lessee has experienced a reduction in funding in an amount that would require a reduction in space greater than 60% of the current Premises, through staff reduction and reduced programming. If Lessee terminates this Lease as provided in this Section, Lessee hereby waives any right to receive any other compensation from Lessor, including, but not limited to, the unamortized value of Lessee's leasehold improvements, Lessee's leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Lessor shall have no obligation to pay Lessee therefor. 3 952009.1 3.0 RENTAL 3.1 Monthly Rental. Lessee shall pay to Lessor, during the term of this Lease from and after the Commencement Date as monthly rental ("Monthly Rental") for the Premises the sum specified in Section 1 .5 hereof, which sum shall be paid in advance on the first day of each calendar month. In the event the Commencement Date does not occur on the first day of a calendar month, the Lessee shall pay the rental for the fractional month on the Commencement Date on a per diem basis (calculated on a thirty-day month). All rental to be paid by Lessee to Lessor shall be in lawful money of the United States of America and shall be paid without deduction or offset, prior notice or demand at the address designated in Section 1.8 hereof. 3.2 Cost of Living Adjustment. The monthly rental shall be adjusted at the end of the first three (3) years of the within term and adjusted upward at the end of each three (3) year period thereafter by the same percentage as the cost of living index has changed during the said three (3) year period, provided that in no event shall the adjusted minimum rental be less than the original lease amount provided for herein. The cost of living index to be used is that reflected by the Revised Consumer Price Index for Urban Wage Earners and Clerical Workers, all items, Los Angeles - Anaheim - Riverside, California (1982-84 = 100) published by the Bureau of Labor Statistics of the U.S. Department of Labor. It is agreed for the purposes of this Lease, that the base index shall be the month of October 2013. 3.3 Additional Rental. For the purposes of this Lease, all monetary obligations of Lessee under this Lease, including but not limited to, insurance premiums, property taxes, maintenance expenses, and utility costs shall be the direct obligation of the Lessee and shall not be collected by Lessor and shall not be deemed to be additional rental. Any late charges accrued by Lessee shall be deemed additional rental. 3.4 Real Property Taxes. Unless Lessee qualifies for an exemption from property taxes or possessory interest taxes due to its non-profit status, in addition to all rentals herein reserved, Lessee shall pay, at the election of Lessor, either directly to the taxing authority or to Lessor, annual real estate taxes and assessments levied upon the Premises (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if Lessor receives the tax bill, ten (10) days after receipt of a copy of the tax bill from Lessor, whichever is later. Even though the term of this Lease has expired and Lessee has vacated the Premises, when the final determination is made of Lessee's share of such taxes and assessments, Lessee shall immediately pay to Lessor the amount of any additional sum owed. 3.5 Personal Property Taxes. Unless Lessee qualifies for an exemption from property taxes or possessory interest taxes due to its non-profit status, during the term hereof Lessee shall pay prior to delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property of Lessee contained in the Premises, and when possible Lessee shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of Lessor. 4 952009.1 3.6 Utilities. Lessee shall pay all charges for water, gas, heat, electricity, and sewer, and all other services used in, upon, or about the Premises by Lessee or any of its sublessees, licensees, or concessionaires during the term of this Lease. Lessee shall pay all telephone, internet, cable television, satellite, broadband and other telecommunications services, as well as trash removal. 3.7 Late Payment. Lessee hereby acknowledges that late payment by Lessee to Lessor of rental or other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, any payment of any sum to be paid by Lessee not paid within ten (10) days of its due date shall be subject to a five percent (5%) late charge. Lessor and Lessee agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Lessor for its loss suffered by such late payment by Lessee. Sixty (60) days before the anniversary date each year the City shall notify the Lessee of any outstanding delinquency, which must be cured prior to the anniversary date or the City may exercise its right of termination under section 2.5 and terminate the lease. 3.8 Interest. Any sum to be paid pursuant to the terms of this Lease not paid when due shall bear interest from and after the due date until paid at a rate equal to three percent (3%) over the prime rate being charged by Bank of America, N.A. from time to time during such period so long as the rate does not exceed the maximum non- usurious rate permitted by law in which case interest shall be at the maximum non- usurious rate allowed by law at the time the sum became due. 3.9 Security Deposit. NIA 4.0 USE OF THE PREMISES 4.1 Permitted Use. The Lessor hereby leases to Lessee and Lessee leases from Lessor the Premises with appurtenances as defined herein, for the purpose of conducting thereon only the use specified in Section 1.7 of this Lease and for no other use. Lessor has determined that, based on the fair market rental of the space, per the appraisal, uses at the Property are not limited to aviation-related uses by the Federal Aviation Administration. 4.2 Prohibited Uses. Lessee shall not sell or permit to be kept, used, displayed or sold in or about the 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 1.7 hereof. 4.3 Compliance with Laws. Lessee shall, at his own cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Premises, and shall faithfully observe in said use all municipal ordinances, including, but not limited to, the General Plan and zoning ordinances, state and federal statutes, or other governmental regulations now in force or which shall hereinafter be in force. Lessee's violation of law 5 952009.1 shall constitute an incurable default under this Lease. The judgment of any court of competent jurisdiction, or the admission of Lessee in any action or proceeding against Lessee, whether Lessor is a party thereto or not, that Lessee has violated any such order or statute in said use, shall be conclusive of that fact as between the Lessor and Lessee. Lessee shall not engage in any activity on or about the Premises that violates any Environmental Law, and shall promptly, at Lessees sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean-up and removal of any contamination involving any Hazardous Material created or caused directly or indirectly by Lessee. The term "Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environmental conditions on, under or about the Demised Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.; (v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code Section 1300 et seq.; and (ix) California Civil Code Section 3479 et seq., as such laws are amended and the regulations and administrative codes applicable thereto. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) defined or listed as a "hazardous waste", "extremely hazardous waste", "restrictive hazardous waste" or "hazardous substance" or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms "Hazardous Materials" and "Environmental Laws" in their broadest sense. Lessee shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq. Lessee shall provide prompt written notice to Lessor of the existence of Hazardous Substances on the premises and all notices of violation of the Environmental Laws received by Lessee. 4.4 Signs. Lessee shall not place or permit to be placed any sign that is not in compliance with the sign ordinance of the Lessor upon the exterior or in the windows of the Premises. Any sign not constructed in accordance therewith shall be immediately removed by Lessee and, if said sign is not removed by Lessee within ten (10) days of written notice from Lessor to Lessee, then Lessor may remove and destroy said sign without Lessee's approval and without any liability to Lessee. 4.5 Parking and Common Areas. During the term of this Lease and any extension thereof, Lessor gives to Lessee for the use and benefit of Lessee, its agents, employees, customers, licensees and sublessees a nonexclusive license in common with Lessor and other present and future owners and Lessees of the Property and their 6 957009.1 agents, employees, customers, licensees and sublessees, and others authorized by Lessor 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 Lessor from using or authorizing others to use said parking and common areas. 4.6 Maintenance and Landscaping. During the entire term hereof, Lessee shall keep or cause to be kept the parking and landscaped areas in a good, neat, clean and orderly condition, properly lighted and landscaped, and shall repair any damage to the facilities thereof as well as the exterior walls and roof of the Premises as provided in Article 11. 4.7 Hours of Business. Subject to the provisions of Section 7.0 hereof, Lessee shall continuously during the entire term hereof conduct and carry on Lessee's business in the Premises and shall keep the Premises open for business and cause Lessee's business to be conducted therein during the Lessee's usual business hours of each and every business day. 4.8 Rules and Regulations. Lessee shall faithfully observe and comply with the rules and regulations that Lessor shall from time to time promulgate and/or modify. The rules and regulations, if any, are attached hereto as Exhibit "D" ("Rules and Regulations"). Any amendment or modification of the Rules and Regulations shall be binding upon the Lessee upon delivery of a copy of such amendment or modification to Lessee. Lessor shall not be responsible to Lessee for the nonperformance of any said rules and regulations by any other Lessees or occupants. The Rules and Regulations shall apply and be enforced as to all Lessees in the Premises on a uniform basis. 5.0 ALTERATIONS AND REPAIRS. 5.1 Alterations and Fixtures. Lessee shall make any alterations to the Premises, or any part thereof, as described in Exhibit "F" Leasehold Improvement Agreement. Any alterations to the Premises, except movable furniture and trade fixtures, shall become at once a part of the realty and shall at the expiration or earlier termination of this Lease belong to Lessor. Any such alterations shall be first submitted to the Executive Director of Airports and shall be in conformance with the requirements of all municipal, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees or the public and in conformance with reasonable rules and regulations of Lessor Any and all fixtures and appurtenances installed by Lessee shall conform with the requirements of all municipal, state, federal, and governmental authorities, including requirements pertaining to the health, welfare, or safety of employees or the public. Upon completion of construction of the alterations, Lessee shall submit to Lessor evidence satisfactory to Lessor of the cost of said alterations ("Improvement Costs"). 5.2 Maintenance and Repair. Lessee shall, at all times during the term hereof, and at Lessee's sole cost and expense, keep, maintain and repair the Premises, and other improvements within the Premises in good and sanitary order, condition, and repair„ including, without limitation, the maintenance and repair of any store front, 952009.1 doors, window casements, walls, glazing, heating and air conditioning system, plumbing, pipes, roofs, electrical wiring and conduits. Lessee shall also at its sole cost and expense be responsible for any alterations or improvements to the Premises necessitated as a result of the requirement of any municipal, state or federal authority. By entering into the Premises, Lessee shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair, and Lessee agrees on the last day of said term or sooner termination of this Lease to surrender the Premises with appurtenances, in the same condition as when received and in a good, clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the elements excepted. Lessee shall periodically sweep and clean the sidewalks adjacent to the Premises, as needed. Upon Lessee's possession of the Premises, Lessee shall be deemed to have accepted the Premises as being in good condition and repair. 5.3 Free from Liens. Lessee shall keep the Premises free from any liens arising out of any work performed, material furnished, or obligation incurred by Lessee or alleged to have been incurred by Lessee, with the exception of a Federal First Priority Unsupported Lien Filing associated with the EDA grant funding tied specifically to leasehold improvements made by Lessee. 6.0 INSURANCE AND INDEMNIFICATION. 6.1 Insurance Provided by Lessor. Lessor 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 building containing the Premises, together with such other insurance, coverages and endorsements as may be required by Lessor. Lessee hereby waives any right of recovery from Lessor, its officers and employees, and Lessor 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. 6.2 Insurance Provided by Lessee. (a) Lessee to Provide Personal Property Insurance. Lessee, 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 and shall provide plate glass coverage. (b) Lessee to Provide Liability Insurance. During the entire term of this Lease, the Lessee shall, at the Lessee's sole cost and expense, but for the mutual benefit of Lessor and Lessee, 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 sidewalks directly adjacent to the Premises written on a per occurrence basis in a combined single limit of ONE MILLION DOLLARS ($1,000,000.00) for bodily injury, death, and property damage or provided, however, if 8 952009.1 Lessor so elects Lessor may provide such insurance and, in such event, Lessee 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) Lessee to Provide Workers' Compensation Insurance. Lessee, and any sublessees, shall, at the Lessee's sole cost and expense, maintain a policy of workers' 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 Lessee and the Lessor 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 Lessee in the course of conducting Lessee's business in the Premises. (d) General Provisions Applicable to Lessee's Insurance. All of the policies of insurance required to be procured by Lessee pursuant to this Section 6.2 shall be primary insurance and shall name the Lessor, its officers, employees and agents as additional insureds. The insurers shall waive all rights of subrogation and contribution they may have against the Lessor, 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 thirty (30) days' prior written notice by registered mail to the Lessor. Prior to the Commencement Date or such earlier date as Lessee takes possession of the Premises for any purpose; and at least thirty (30) days prior to the expiration of any insurance policy, Lessee shall provide Lessor with endorsements evidencing the above insurance coverages written by insurance companies acceptable to Lessor, licensed to do business in the state where the Premises are located and rated A:VII or better by Best's Insurance Guide. In the event the Risk Manager of Lessor ("Risk Manager") determines that (i) the Lessee's activities in the Premises creates an increased or decreased risk of loss to the Lessor, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Lessee agrees that the minimum limits of any insurance policy required to be obtained by Lessee may be changed accordingly upon receipt of written notice from the Risk Manager; provided that Lessee shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of Lessor within ten (10) days of receipt of notice from the Risk Manager. Lessor and Lessee hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Premises, its contents, or Lessee'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 or leakage, and earthquake. Each of the parties, on behalf of their respective insurance companies insuring such property of either Lessor or Lessee against such loss, waives any right of subrogation that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as lawful in California and provided further that no policy is invalidated thereby. 6.3 Indemnification of Lessor. Lessee, as a material part of the consideration to be rendered to Lessor under this Lease, hereby waives all claims against Lessor for damage to equipment or other personal property, trade fixtures, leasehold 9 952009.1 improvements, goods, wares, 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. Lessee agrees to indemnify the Lessor, 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 Lessee, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Premises or the parking and common areas by Lessee or its employees and customers, or arising from the failure of Lessee to keep the Premises in good condition and repair, as herein provided, or arising from the negligent acts or omissions of Lessee hereunder, or arising from Lessee'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 Lessor, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the Lessor, its officers, agents or employees, who are directly responsible to the Lessor, and in connection therewith: (a) Lessee 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) Lessee will promptly pay any judgment rendered against the Lessor, 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 Lessee hereunder; and Lessee agrees to save and hold the Lessor, its officers, agents, and employees harmless therefrom; (c) In the event the Lessor, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Lessee 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 Lessee hereunder, Lessee agrees to pay to the Lessor, its officers, agents or employees, any and all costs and expenses incurred by the Lessor, its officers, agents or employees in such action or proceeding, including, but not limited to, legal costs and attorneys' fees. 7.0 ABANDONMENT AND SURRENDER. 7.1 Abandonment. Lessee shall not vacate or abandon the Premises at any time during the term of this Lease; and if Lessee shall abandon, vacate or surrender the Premises or be dispossessed by process of law, or otherwise, any personal property belonging to Lessee and left on the Premises shall be deemed to be abandoned, at the option of Lessor, except such property as may be mortgaged to Lessor. 7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subleases or sub-tenancies, or may, at the 10 952009.1 option of Lessor, operate as an assignment to it of any or all of such subleases or sub- tenancies. 8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or total destruction of the Premises during the term of this Lease which requires repairs to the Premises, or (b) the Premises being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than Lessee's act, use or occupation, which declaration requires repairs to the Premises, Lessor shall forthwith make said repairs provided Lessee gives to Lessor thirty (30) days' written notice of the necessity therefor. No such partial destruction (including any destruction necessary in order to make repairs required by any declaration made by any public authority) shall in any way annul or void this Lease except that Lessee shall be entitled to a proportionate reduction of Monthly Rental while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall interfere with the business carried on by Lessee in the Premises. However, if during the last two (2) years of the term of this Lease the Premises are damaged as a result of fire or any other insured casualty to an extent in excess of twenty-five percent (25%) of the then replacement cost (excluding foundations), Lessor may within thirty (30) days following the date such damage occurs terminate this Lease by written notice to Lessee. If Lessor, however, elects to make said repairs, and provided Lessor uses due diligence in making said repairs, this Lease shall continue in full force and effect, and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. Nothing in the foregoing to the contrary withstanding, if the Premises or said building is damaged or destroyed at any time during the term hereof to an extent of more than twenty-five percent (25%) of the then replacement cost (excluding foundations) as a result of a casualty not insured against, Lessor may within thirty (30) days following the date of such destruction terminate this Lease upon written notice to Lessee. If Lessor does not elect to terminate because of said uninsured casualty, Lessor shall promptly rebuild and repair the Premises and/or the building and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. If Lessor elects to terminate this Lease, all rentals shall be prorated between Lessor and Lessee as of the date of such destruction. In respect to any partial or total destruction (including any destruction necessary in order to make repairs required by any such declaration of any authorized public authority) which Lessor is obligated to repair or may elect to repair under the terms of this Section, Lessee waives any statutory right it may have to cancel this Lease as a result of such destruction. 9.0 SUBLETTING. The purpose of this Lease is for the Lessee to sublet all or a portion of the Premises for the purposes of the CViHub. For purposes of this Lease, a sublease shall be deemed to include any person or group of persons occupying all or portion of the space for any period of time. Only Qualified Subleasees may occupy any of the space without the prior consent of the Lessor. For the purposes of this Lease, a Qualified Sublessee shall meet both of the following criteria: (1) the Qualified Sublessee shall be an active participant in the CViHub program, with an approval of admission to the CViHub by the CViHub Advisory Board; (2) and, the Qualified Sublessee shall have received a recommendation by the Managing Director of the CViHub that the use of the ii 952009.1 Property would further the development of the business and the goals of the CViHub. Any such sublease shall be subject to all of the terms and conditions of this Lease. The proposed sublessee shall execute a written sublease agreement in a form approved by Lessor. The proposed sublessee shall simultaneously provide to Lessor an estoppel certificate in the form described in Section 12.3 hereafter. Consent by Lessor to the subletting, occupation or use by any person shall not be considered to be an assignment of the Lease by Lessee to any other party. Neither this Lease nor any interest therein shall be assignable as to the interest of Lessee by operation of law. 10.0 DEFAULT AND REMEDIES. 10.1 Default by Lessee. 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 Lessee: (a) the failure to pay any rental or other payment required hereunder to or on behalf of Lessor more than three (3) days after written notice from Lessor to Lessee that Lessee has failed to pay rent when due; (b) the failure to perform any of Lessee's agreements or obligations hereunder(exclusive of a default in the payment of money) where such default shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (c) the vacation or abandonment of the Premises by Lessee; (d) the making by Lessee of a general assignment for the benefit of creditors; (e) the filing by Lessee of a voluntary petition in bankruptcy or the adjudication of Lessee as a bankrupt; (f) the appointment of a receiver to take possession of all or substantially all the assets of Lessee located at the Premises or of Lessee's leasehold interest in the Premises; (g) the filing by any creditor of Lessee of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or (h) the attachment, execution or other judicial seizure of all or substantially all of the assets of Lessee or Lessee's leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days. Any repetitive failure by Lessee to perform its agreements and obligations hereunder, though intermittently cured, shall be deemed an incurable default. Two (2) breaches of the same covenant within a sixty (60) day period, a notice having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same or different breaches at any time during the term of this Lease for which notices pursuant to (a) or (b) above were given for the first two (2) breaches shall conclusively be deemed to be an incurable repetitive failure by Lessee to perform its obligations hereunder. In the event of any such default or breach by Lessee, Lessor may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums expended by Lessor for such purposes shall be paid by Lessee to Lessor upon demand and as additional rental hereunder. In the event of any such default or breach by Lessee, Lessor shall have the right (i) to continue the lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or (ii) Lessor shall have the right at any time thereafter to elect to terminate the Lease and Lessee's right to possession thereunder. Upon such termination, Lessor shall have the right to recover from Lessee: 12 952009.1 (i) The worth at the time of award of the unpaid rental which had been earned at the time of termination; (ii) 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 Lessee proves could have been reasonably avoided; (iii) 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 Lessee proves could be reasonably avoided; and (iv) Any other amount necessary to compensate the Lessor for all the detriment proximately caused by Lessee'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 (ii) above shall be computed by allowing interest at three percent (3%) over the prime rate than 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, 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 Lessor may make to mitigate the damages caused by Lessee's breach of this Lease shall not constitute a waiver of Lessor's right to recover damages against Lessee hereunder, nor shall anything herein contained affect Lessor's right to indemnification against Lessee for any liability arising prior to the termination of this Lease for personal injuries or property damage, and Lessee hereby agrees to indemnify and hold Lessor harmless from any such injuries and damages, including all attorneys' fees and costs incurred by Lessor in defending any action brought against Lessor for any recovery thereof, and in enforcing the terms and provisions of this indemnification against Lessee. Notwithstanding any of the foregoing, the breach of this Lease by Lessee, or an abandonment of the Premises by Lessee, shall not constitute a termination of this Lease, or of Lessee's right of possession hereunder, unless and until Lessor elects to do so, and until such time Lessor 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 Lessee hereunder, as they become due. Failure of Lessor to terminate this Lease shall not prevent Lessor from later terminating this Lease or constitute a waiver of Lessor's right to do so. 13 952009.1 10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver of any default or a waiver of any of Lessor's remedies. 10.3 Lessor's Default. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such obligation; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance then Lessor shall not be deemed in default if Lessor commences performance within a (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Lessee have the right to terminate this Lease as a result of Lessor's default and Lessee's remedies shall be limited to damages and/or an injunction. 11.0 CONDEMNATION. In the event a condemnation or a transfer in lieu thereof results in a taking of any portion of the Premises, Lessor may, or in the event a condemnation or a transfer in lieu thereof results in a taking of twenty-five percent (25%) or more of the Premises, Lessee may, upon written notice given within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. Lessee shall not be entitled to share in any portion of the award and Lessee hereby expressly waives any right or claim to any part thereof. Lessee shall, however, have the right to claim and recover, only from the condemning authority (but not from Lessor), any amounts necessary to reimburse Lessee for the cost of removing stock and fixtures. If this Lease is not terminated as above provided, Lessor shall use a portion of the condemnation award to restore the Premises. 12.0 MISCELLANEOUS. 12.1 Reservation of Right to Modify Property. Lessor hereby reserves the right (but not the obligation) to renovate, modernize, rehabilitate, expand, reduce, reconfigure, enclose and/or otherwise alter all or any portion of the Premises (collectively "Modifications"), in such manner and at such time or times, throughout the term of this Lease, as Lessor may, in its sole and absolute discretion, deem to be in the best interests of the Property. Such Modifications may include, without limitation, the right to construct new buildings on the Property for additional uses, to remove, renovate, repair, add to, modernize or otherwise alter the building in which the Premises are situated as well as other buildings, facilities, structures, malls, walkways, landscaping, parking and common areas or other areas within the Property. In connection with any and all such Modifications, Lessor may enter the Premises to the extent reasonably required by Lessor to pursue and complete such Modifications. In addition, Lessor may temporarily close portions of the parking and common areas and cause temporary obstructions in connection with any Modifications. Lessee agrees that under no circumstances shall the Modifications as to any portion of the Property or the construction activity that takes place in the course of making the Modifications, or any aspect thereof, including Lessor's entry into the Premises, constitute an eviction or partial eviction of Lessee or a breach of Lessee's right to quiet enjoyment or of any other provision of this Lease, nor entitle Lessee to damages, injunctive relief or other 14 952009.1 equitable relief, nor entitle Lessee to any abatement or reduction in the Monthly Rental, additional rental or other charges or sums due under this Lease; provided Lessor uses reasonable efforts to mitigate any adverse effects on Lessee caused by the Modifications. 12.2 Entry and Inspection. Lessee shall permit Lessor and his agents to enter into and upon the Premises at all reasonable times for the purpose of inspecting the same or for the purpose of posting notices of non-liability 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 Lessor. Lessor shall be permitted to do any of the above without any rebate of rent and without any liability to Lessee for any loss of occupation or quiet enjoyment of the Premises thereby occasioned. Lessee shall permit Lessor, 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 (6) month period Lessor or his agents may, during normal business hours, enter upon said Premises and exhibit same to prospective Lessees. 12.3 Estoppel Certificate. If, as a result of a proposed sale, assignment, or hypothecation of the Premises or the land thereunder by Lessor, or at any other time, an estoppel certificate shall be requested of Lessee, Lessee agrees, within ten (10) days thereafter, to deliver such estoppel certificate in the form attached hereto as Exhibit "C" addressed to any existing or proposed mortgagee or proposed purchaser, and to the Lessor. Lessee shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement 12.4 Jurisdiction and Venue. The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to the address of Lessees set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County, California is the proper place for venue as to any such litigation and Lessee agrees to submit to the personal jurisdiction of such court in the event of such litigation. 12.5 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereof. 12.6 Successors in Interest. The covenants herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of all the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder. 12.7 No Oral Agreements. This (i) Lease covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning this Lease, (ii) supersedes any and all previous obligations, agreements and understandings, if any, between the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Lessee 15 952009.1 acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by Lessor or its agents or representatives. 12.8 Authority. In the event that Lessee is a corporation or a partnership, each individual executing this Lease on behalf of said corporation or said partnership, as the case may be, represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation or partnership, in accordance with a duly adopted resolution of the Board of Directors, if a corporation, or in accordance with the Partnership Agreement, if a partnership, and that this Lease is binding upon said corporation or partnership in accordance with its terms. Lessee represents and warrants to Lessor that the entering into this Lease does not violate any provisions of any other agreement to which Lessee is bound. 12.9 Relationship of Parties. The relationship of the parties hereto is that of Lessor and Lessee, and it is expressly understood and agreed that Lessor does not in any way or for any purpose become a partner of Lessee in the conduct of Lessee's business or otherwise, or a joint-venture with Lessee, and that the provisions of this Lease and the agreements relating to rent payable hereunder are included solely for the purpose of providing a method whereby rental payments are to be measured and ascertained. 12.10 Nondiscrimination. Lessee herein covenants by and for itself, its heirs, executors, administrators and assigns and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of race, sex, marital status, color, creed, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises herein leased, nor shall the Lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of Lessees, Lessees, sub-Lessees, sublessees or vendees in the Premises. 12.11 Notices. Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to this Lease to or on the other, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and personally served or forwarded by certified mail, postage prepaid, addressed, if to Lessor, as specified in Section 1.9. Either party may change the address set forth herein by written notice by certified mail to the other. Any notice or demand given by certified mail shall be effective one (1) day subsequent to mailing. 12.12 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Lease. 16 952009.1 12.13 Federal Government Required Provisions. Lessee shall perform and fully comply with Federal Aviation Administration and Transportation Security Administration requirements imposed on "Tenant' as described in Exhibit "G" to this Lease. 12.14 Exhibits and Addenda. The Exhibits and Addenda attached to this Lease are made a part of this Lease as if fully set forth in this Lease. 17 952009.1 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. "City" ATTEST: CITY OF PALM SPRINGS, a municipal Corporation mes Thompson, City Clerk Its: C��y/�fccFr� APPROVED AS TO FORM: APPROVED BY CITY COUNCIL log Douglas H Iland, City Attorney "Lessee" Coachella Valley Economic Partnership B : By: Its: 18 952009.1 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY Location and Address: 2901 East Alejo Road, Palm Springs, California, 92262, located on property of the Palm Springs International Airport. Assessor's Parcel Number: Portion of 502-100-029 Legal Description: A portion of 3.25 acres M/L in POR LOTS 1,2 & 3 MB 014/652 SD PALM VALLEY COLONY LANDS Ownership/Vesting: City of Palm Springs 19 9520K 1 EXHIBIT "B" PLOT PLAN OF DEMISED PREMISES Palm Springs Nub Accelerator Campus 2901 E. Alejo Road, Palm Springs, CA 92262 2 13 12 10NONE 1 3 4 8 28 5 9 (Note: For locational purposes only-not to scale) 1 Warehouse building 9,600 s/f 2 Administrative building 640 s/f 3 Shops building 6,000 s/f Leased Nov 2012 4 Employee Lounge 640 s/f 5 Service Garage 3,500 s/f Leased July 2013 8 Warehouse building 1,800s/f 9 Weld shop building 960 s/f 10 Food service warehouse 12,487 s/f 12 Maintenance offices(modular building) 1,290 s/f Leased Nov 2012 13 Maintenance offices(modular building) 1,920 s/f Leased Nov 2012 28 Print graphics office (modular building) 2,240 s/f Total buildings square footage 41,707 S/F 20 952009] EXHIBIT "C" ESTOPPEL CERTIFICATE Lessee: COACHELLA VALLEY ECONOMIC PARTNERSHIP Lessor: THE CITY OF PALM SPRINGS, a municipal corporation Date of Lease: Premises: 2901 E. ALEJO ROAD, PALM SPRINGS CA 92292 To: The undersigned hereby certifies as follows: 1. The undersigned is the Lessee ("Lessee") under the above-referenced lease ("Lease") covering the above-referenced premises ("Premises"). 2. The Lease constitutes the entire agreement between Lessor and Lessee 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 201 and, including any presently exercised option or renewal term, will expire on 201_. Lessee 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 Lessee have been completed and accepted by Lessor and any Lessee construction allowances have been paid in full. 4. As of this date, to the best of Lessee's knowledge, there exists no breach or default, nor state of facts which, with notice, the passage of time, or both, would result in a breach or default on the part of either Lessee or Lessor. To the best of Lessee's knowledge, no claim, controversy, dispute, quarrel or disagreement exists between Lessee and Lessor. 5. Lessee is currently obligated to pay Annual Rent in installments of $ per month and such monthly installments have been paid not more than one month in advance. To the best of Lessee's knowledge, no other rent has been paid in advance and Lessee has no claim or defense against Lessor under the Lease and is asserting no offsets or credits against either the rent or Lessor. Lessee has no claim against Lessor for any security or other deposits except $ which was paid pursuant to the Lease. 21 952009.1 6. Lessee has no option or preferential right to lease or occupy additional space within the Property of which the Premises are a part. Lessee has no option or preferential right to purchase all of any part of the Premises nor any right or interest with respect to the Premises other than as Lessee under the Lease. Lessee has no right to renew or extend the term of the Lease except as set forth in the Lease. 7. Lessee has made no agreements with Lessor or its agent or employees concerning free rent, partial rent, rebate of rental payments or any other type of rent or other concession except as expressly set forth in the Lease. 8. There has not been filed by or against Lessee a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States, or any state thereof, or any other action brought under said bankruptcy laws with respect to Lessee. 9. All insurance which Lessee is required to maintain under the Lease has been obtained by Lessee and is in full force and effect and all premiums with respect thereto have been paid. Dated this day of 201_ By: Its: 22 952009.1 EXHIBIT "D" RULES AND REGULATIONS 1. All loading and unloading of goods shall be done only at the times, in the areas and through the entrances reasonably designated for such purposes by Lessor. 2. The delivery or shipping of merchandise, supplies and fixtures to and from the Premises shall be subject to such rules and regulations as in the reasonable judgment of Lessor are necessary for the proper operation of the Premises or of the Property generally. 3. All of Lessee's refuse and rubbish shall be removed to central trash bins located in the Property, at Lessee's sole cost and expense. 4. No radio or television or other similar device audible outside the Premises shall be installed without obtaining in each instance the written consent of Lessor. No aerial shall be erected on the roof or exterior walls of the Premises or on the grounds of the Property without first obtaining in each instance the written consent of Lessor 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. 5. No loudspeakers, televisions, phonographs, 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 Lessor. 6. The outside sidewalks and loading areas immediately adjoining the Premises shall be kept clean and free from dirt and rubbish by Lessee to the reasonable satisfaction of Lessor, and Lessee shall not place or permit any obstructions or merchandise in such areas, except to the extent specifically permitted by the provisions of Lessees Sublease. 7. Lessee shall not burn any trash or garbage of any kind in or about the Premises or the Property generally. 8. Lessee will not allow animals, except seeing-eye dogs, in, about or upon the Premises. 9. Lessee shall not use, and shall not allow anyone else to use, the Premises as a habitation. Such prohibition shall include, without limitation, sleeping, eating or bathing. 10. Lessee shall not place any rubbish or other matter outside any building within the Property, except in such containers as are authorized from time to time by Lessor. 23 952009A EXHIBIT "E° AMENDMENT NO. 1 ADMINISTRATIVE SERVICES AGREEMENT 24 952009.1 - _........ .............._. i � i COACHELLA �a i Ub CITY OF PALM SPRINGS COACHELLA VALLEY ECONOMIC PARTNERSHIP Amendment No. 1 to an Administrative Services Agreement July 1, 2011 to June 30, 2013 Addition of an "Accelerator Park"to the Operation and Management of the Coachella Valley Innovation Hub (CVIHub) 1 , AMENDMENT NO. 1 TO AN ADMINISTRATIVE SERVICE AGREEMENT This Amendment No. 1 to an Administrative Service Agreement ("Agreement") is made this t I:r" day of rvla✓ , 2012 between City of Palm Springs ("City") and the Coachella Valley Economic Partnership ("CVEP"). The City and CVEP, hereafter referred to as the"Parties", recognize the following: RECITALS WHEREAS, the Coachella Valley Economic Partnership (CVEP) maintains a 501(c)(3) designation and is the managing authority for the Regional Economic Blueprint; and WHEREAS, a principal strategy of the CVEP Regional Economic Blueprint calls for creation of a small business support programs, services and,incubator, and WHEREAS, the Western Coachella Valley Cities of Desert Hot Springs, Cathedral City and Palm Springs received designation by the State of California as an Innovation Hub (iHub), known as the Coachella Valley Innovation Hub (CViHub),.and under the iHub guidelines, the State requires that the iHub be managed by, and eventually turned over to, a 501(c)(3)non-profit organization; and WHEREAS, in July, 2011 CVEP assumed operations of the CViHub on behalf of the partner Cities, with the City of Palm Springs managing the Administrative Service Agreement on behalf of the partner Cities; and WHEREAS, the CViHub incubator is calocated with CVEP In a facility designated as the "Rabobank Regional Business Center" at 3111 East Tahquitz Canyon Way, Palm Springs;and WHEREAS, the Parties have Identified a need for additional incubator services and facilities to be able to accommodate clients In the early manufacturing, prototyping and assembly stages, and have identified City-owned buildings located at 2901 East Alejo Road, at the Palm Springs International Airport, as suitable; and NOW THEREFORE, the Parties hereby agree CVEP will assume the development and operation of an "Accelerator Park" at 2901 Fast Alejo Road, under the auspices of the the CViHub, and desire to amend the Administrative Agreement as set forth under the following terrps and conditions: 2 --- -._, Section "3. CVEP Obligations and Responsibilities" shall be amended to include Section F as follows: F. Phase ll Incubator(Accelerator Park) 1. CVEP shall develop an "Accelerator Park' facility for CVIHub clients which are growing and require larger, more industrial work space, to provide clients with continued support during their transition to commercialization. 2. CVEP shall lease from the City three buildings totaling 9,840 s.f. located at 2901 East Alejo Road for the Accelerator Park. These three buildings have been identified as suitable incubator space. Two of the three buildings are modular In construction. A plot plan of the site showing the three buildings is Included as Attachment 'B' to this Amendment. 3. CVEP shall undertake the renovation of the three Accelerator Park buildings per the plan and budget shown In Attachment "A" to this Amendment, Including the Installation of an ADA-compliant resfroom in Building 3, pressure washing and painting the exteriors.to connect the campus, and painting of the interior of Building 3; Building 1 and 2 will be used and subleased "as is' until funding becomes available for additional Improvements. 4. CVEP shall purchase or procure all Furniture, Fixtures, and Equipment for the Accelerator Park. 5. CVEP shall sublease all or portions of the property to CVIHub qualified . companies('Qualified Sublessees"). 6. CVEP, through its own resources, the resources of the CVIHub, or subleases with tenants, shall bear the responsibility for a. gas, electric, trash, telephone, Internet, and water; b. liability and property insurance; c. custodial service. 7. CVEP shall develop a funding plan for the capital improvements and operating costs of the Accelerator Park, which shall include but is not limited to: a. Tenant rent b. Sponsorships (CVEP and CVIHub) c. Memberships(CVEP and CVIHub) d. Equity Participation in Client Businesses e. City funding (subject to Council approval) f. Grants I . r . 3 Section "4. City Funding" shall be amended and restated to include the following: 4. City Commitment The City of Palm Springs has appropriated the amount of $75,000 during the Cttys 2012-2013 budget process for the CVIHub Phase II Program (Accelerator Park). This funding is intended to cover the first year's lease cost plus a substantial portion of the early phases of the building remodel and renovation, described in the budget shown in Exhibit"A"to this Agreement. In addition, to the extent resources are available, the City, which includes the Palm Springs International Airport, shall also provide the following: • Waiver of Development Fees for the project; • Demolition of Buildings 6&7(shed)and repair of the shed's base(foundation) and slope to meet ADA requirements; • .Replacetrepair roof and HVAC system, if necessary; • Perimeter landscape cleanup and regular maintenance; • Separate SCE, water,gas meters per building to allow individual building metering (or, alternatively, a single meter for the three buildings). 11. Modification Except as otherwise provided herein, the Administrative Service Agreement shall be and remain unmodified and In full force and effect- 4 IN WITNESS WHEREOF, the Parties have executed this Amendment No. t to An Administrative Service Agreement as of the dates stated below. "CITY, City of Palm Springs to Date:T`t J 2 o c2 Byy ' David H. 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":..e ' "R 1 IE S alm ID k3 ilerl• i at WA . ]t@- Yel:^.kM1Cr .nano- 'ffi�I9!e S:I.W'Ss::OW.'rA7? u 10 i i gm g Cw' W ' im �me�ymy.d3N _ . wyn W'Awp�.r?B+ffMSf=1UW'x'['Aenot i mna au m ca kiS PC�dF i l l COACHELLA e. VALLEY ub CITY OF PALM SPRINGS COACHELLA VALLEY ECONOMIC PARTNERSHIP Administrative Services Agreement July 1, 2011 to June 30, 2013 Operation and Management of the Coachella Valley Innovation Hub (CViHub) 1 DUPLICATE ORIGINAL ADMINISTRATIVE SERVICE AGREEMENT This Administrative Service Agreement ("Agreement") is made this N day of t59K, 2011 between City of Palm Springs ("City") and the Coachella Valley Economic Partnership ("CVEP"). The City and CVEP, hereafter referred to as the "Parties", recognize the following: RECITALS WHEREAS, the Western Coachella Valley Cities of Desert Hot Springs, Cathedral City and Palm Springs have been designated by the State of California as an Innovation Hub (iHub), known as the Coachella Valley Innovation Hub (CViHub), and under the iHub guidelines, the State requires that the iHub be managed by, and eventually turned over to, a 501(c)(3) non-profit organization; and WHEREAS, as stated in the iHub Application, as the innovation infrastructure for the region is initially developed, the iHub Coordinator and central office, would be managed by an interim coordinator, designated as the City of Palm Springs. The central office would be managed by existing City of Palm Springs economic development staff, until such time as a non-profit manager of the iHub is designated; and WHEREAS, the Coachella Valley iHub (CViHub) shall offer programs and services to support small business success, as well as operate a "clean tech" incubator; and WHEREAS, the CViHub is a pilot program to support clean tech and small business innovation; and WHEREAS, the Coachella Valley Economic Partnership (CVEP) maintains a 501(c)(3) designation and is the managing authority for the Regional Economic Blueprint; and WHEREAS, a principal strategy of the CVEP Regional Economic Blueprint calls for creation of a small business support programs, services and incubator; and WHEREAS, the CViHub program and incubator will be co-located with CVEP in a facility designated as the "Rabobank Regional Business Center" at 3111 .East Tahquitz Canyon Way, Palm Springs; and WHEREAS, the CViHub will .operate under the direction of a nine member CViHub Advisory Board, comprised of a Public Official of the three Western Coachella Valley cities and six private sector business professionals; and WHEREAS, the CViHub will be funded for the first two years through a variety of sources, including support from the three Western Coachella Valley cities, the SBA grants, leases, sponsorships, memberships and program revenue, and 2 WHEREAS, CVEP shall assume operations of the CViHub on behalf of the partner Cities and the City of Palm Springs shall manage the Administrative Service Agreement on behalf of the partner Cities. NOW THEREFORE, the Parties hereby agree CVEP will assume the operation of the CViHub under the criteria set forth in the State of California's Innovation Hub Initiative and under the following terms and conditions: 1. Terms: The term of the Administrative Service Agreement is for a period of two years commencing on July 1, 2011 and terminating on June 30, 2013, unless otherwise extended by mutual agreement. 2. City Obligations and Responsibilities: The City of Palm Springs shall provide to CVEP the following support, services and information: • CViHub office space as part of existing Regional Business Center facility lease; • CViHub website, to be transferred to CVEP; • Original graphic design files for CViHub logo and identity design and collateral materials; • Guidance for Initial Advisory Board structure and members; Draft CViHub guidelines for review and adoption by Advisory Board; List of required programs and services; Draft Incubator Agreement; • Draft Job description for full time manager; • Staff support; Minimum funding of V25,000 per year for two (2)years; • Collaboration on grant applications to support the CViHub Program. 3. CVEP Obliaations and Responsibilities: The CVEP shall provide to the City the following management services for the operation of the CViHub: • Assume responsibility for further development and operations of CViHub program and services; • Hire a dedicated, full-time manager to direct and oversee CViHub operations, and provide direct services to clients; • Pursue other public and private funding sources, i.e., grants and sponsorships in order to generate a sustainable program; 3 • Overseelmaintain the CViHub website, calendar, blog, and social networking accounts; • Report quarterly against performance metrics (see Attachment A); • Coordinate Advisory Board meetings and all records as needed (see Attachment B); • Create a selection committee for incubator occupants/clients; • Oversee selection criteria, application process, incubator leases/occupants (see Attachment C); Deliver CViHub program and clients services, including but not limited to: A. Facility Based Services for Clients (CViHub Administration) 1. Space a. Telephone— (unlimited local and national calls) b. Local Area Network (LAN) c. High Speed Internet Access d. Space for individual servers e. Shared Conference Room f. Physical and mailing Address g. Restrooms h. Janitorial services 2. Rent—determined by Board a. Free b. Below market rate 3. Shared Office Systems a. Copies (at cost) b. Fax (incoming and outgoing) c. Postage meter(at cost) d. Receptionist/switchboard e. Usage/user charge for other office systems to be cietemnined by CViHub Manager or Advisory Board. B. Client Services 1. Seminars &Workshops to be hosted by the CViHub a. Business plans b. Financial management and accounting support c. Financing assistance d. HR support e. Hot Topics — Special Interest f. Commercialization/Technology Licensing 2. One-on-One Meetings/Support 4 3. Mentoring Program C. Access to Professional Services Providers 1. Accounting & Financial Professionals 2. Regulatory Compliance 3. E-commerce 4. Government procurement 5. Manufacturing Assistance 6. Legal Services 7. International Trade D. Networking Opportunities 1. Events 2. Introductions 3. Virtual E. Access to Other Educational Seminar and Training Providers 1. SBDC (Small Business Development Center) 2. SBA (Small Business Association) 3. SCORE (Counselors to America's Small Businesses) 4. WDC (Women Business Development Center) 5. CIEDEC (CA Inland Empire District Export Council) 4. City Funding This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of the City of Palm Springs for each fiscal year. The City of Palm Springs has committed to fund the CViHub Program for two (2) years, appropriating $125,000 annually during the City's annual budget process. CVEP shall obtain funding commitments from the partner Cities annually to ensure sufficient funds are available to operate the CViHub. Since the objection of the Program is to become self-sustaining; CVEP shall additionally pursue other public and private funding sources to generate revenue for future years. 5. Termination Prior to Expiration of Term City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to CVEP. Where termination is due to the fault of CVEP and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. .Upon receipt of the 5 notice of termination, CVEP shall immediately cease all services except such as may be specifically approved by the City. CVEP shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the City after such notice. CVEP may terminate this Agreement, with or without cause, upon thirty (30)days written notice to City. 6. Prohibition Against Subcontractina or Assignment The experience, knowledge, education, capability, and reputation of CVEP, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, CVEP shall not contract with any other individual or entity to perform the management or operational function of the CViHub required under this Agreement without the City's expressed written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 7. Independent Contractor Neither City nor any of its employees shall have any control over the manner, mode, or means by which CVEP, its agents or employees, perform the services required, except as otherwise specified. CVEP shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such responsibilities and obligations as are consistent with that role in this Agreement; however, City shall have the right to review CVEP's work product, result, and advice. CVEP shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 8. Records CVEP shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. CVEP shall make such materials available at its offices at all reasonable times during the term of the Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. Amendment The Obligations and Responsibilities of the Parties contained in this Agreement are illustrative but not exhaustive and are anticipated to change as the iHub Program matures. The major provisions of the Agreement such as term, funding, or management responsibility may be altered or amended only by written agreement signed by both CVEP and the City after approval by City Council. However, upon a request from or recommendation of the CViHub Advisory Board, the City Manager shall have the authority to approve minor changes to the Responsibilities in the Agreement including those related to: (a) Client Services, (b) Professional Service Providers, (c) Networking Opportunities, and (0) Educational Seminars and Training Providers. 6 10. Authority The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of the Parties and that by, so executing this Agreement the Parties are formally bound to the provisions of this Agreement. i 7 IN WITNESS WHEREOF, the Parties have executed this Administrative Service Agreement as of the dates stated below. "CITY" City of Palm Springs Date: S i By: / David H. Ready City Manager APPROVED BY CITY COUNCIL 4��t511 � Ablob APPROVED AS TO FORM: ATTEST By: By: oug s C. Holland, mes Thompson, o a !r 9/Z Q y, City ttorney City Clerk Coachella Valley Economic Partnership Date: 3D By: mas Flavin resident/CEO s Attachment"A" Quarterly Reporting Metrics CVEP shall provide a quarterly report to the City of Palm Springs (Western Coachella Valley Cities) which shall contain, but not be limited to the following information: • Companies (contact information) providing outreach services • Companies (contact information) receiving outreach services • Number of companies in residence • Number of graduating companies • Number of employees hired by Hub companies Qobs created — monthly and cumulative) • Number of employees hired by Hub graduate companies Qobs created —monthly and cumulative) • Revenues/sales form Hub start-up companies • Number of intems/students trained • Number of sponsors, corporate partners, members or contracts signed • Number of patent disclosures/applications by Hub companies • Funding sources and amounts leveraged or Invested in iHub companies I i i 9 Attachment"B" CViHub Advisory Board The Advisory Board shall be comprised of nine (9) total members including (1) one elected member from each partner city, and (6) six representatives from the private sector, with at least one business representative from each of the three cities. The private sector representatives shall include members with entrepreneurial and technology experience relevant to the targeted industry sectors, representatives of area higher education institutions and economic development professionals. Representatives' backgrounds that include start-up experience, entrepreneurial drive, and ties to the community are also critically important to help establish credibility and gain recognition for the CViHub. CVEP shall seek and maintain a diverse Advisory Board that is representative of different races, ethnicities, backgrounds and financial status, as well as representing a diversity of experience. CViHub Advisory Board Duties The Advisory Board shall establish policy guidelines for the Hub and incubator program. The Board will also be instrumental in promoting the Hub Initiative and generating awareness and understanding of the incubator as an important economic development tool for the Western Coachella Valley. Examples of the types of business representatives include: Industries Associated Professionals Wind Power Academic Research Green Building Industry Banking/investment and venture capital Water Filtration/Purification Media/Joumalism Clean Technologies Accounting Solar Energy Legal Bio-fuels/Bio-Materials Nonprofit foundation Healthcare Medical Devices Utility Companies Composition of the Advisory Board may be subject to change during the term of the Agreement. The Advisory Board may recommend changes to its composition. Such a change shall constitute a minor change to the Agreement. The City Manager of the City of Palm Springs or his designee is authorized to approve proposed changes. 10 Attachment " C" CVEP shall establish a Selection Committee to review and select qualified candidates for the !Hub and incubator programs. The Selection Committee shall include a representative from one of the Partner City's, CVEP Management, and the CVlHub Manager. The CViHub Manager shall manage the Selection Committee's review process and prepare all related reports. CViHub Incubator Client Selection The CVIHub Selection process is as follows: 1. Intake of completed Client Application 2. Application(s) presented to Selection Committee. 3. Selection Committee accepts or declines application Evaluation Criteria 1. Meets Targeted industry sectors — innovative, clean technology 2. Early stage of development (typically within first two years, but small companies undergoing change in direction or launching new product may also apply) 3. Potential to commercialize or launch within 3 years 4. Ability to pay rent while cash flow is developed 5. Desire to take advantage of and benefit from value added services and guidance 6. Capacity for growth,job creation and economic benefit 7. Not in direct competition with other incubator clients (or no conflict) Graduation Policies 1. Time Limits— Clients shall be limited to a term of no more than 3 to 5 years in the incubator j 2. Clients who have progressed beyond benefit of services sooner than the 3-year term may graduate early 3. Clients who require excessive commitment of resources and do not demonstrate progress toward graduation may be terminated from the program. The client selection, evaluation criteria and graduation policies may be subject to change. Changes to the Selection Criteria are determined by the Advisory Board and shall constitute a minor change to the Agreement. The City Manager of the City of Palm Springs or his designee is authorized to approve the proposed changes. zs EXHIBIT "F" LEASEHOLD IMPROVEMENT AGREEMENT 2901 East Alejo Road, Palm Springs, California This Leasehold Improvement Agreement shall set forth the terms and conditions relating to the construction of the Leasehold Improvements in the Premises. This Leasehold Improvement Agreement is essentially organized chronologically and addresses the issues of the construction of the Premises, in sequence; as such issues will arise during the actual construction of the Premises. All references in this Leasehold Improvement Agreement to Paragraphs or Sections of the "Lease" shall mean the relevant portion of that certain Lease to which this Leasehold Improvement Agreement is attached as Exhibit "F" and of which this Leasehold Improvement Agreement forms a part, and all references in the Lease to Sections of "Leasehold Improvement Agreement" shall mean the relevant portion of this Leasehold Improvement Agreement and all references in this Leasehold Improvement Agreement to Sections of this Leasehold Improvement Agreement shall mean the relevant portion of this Leasehold Improvement Agreement. SECTION 1- LESSOR'S OWNERSHIP OF PREMISES 1.1 Lessor owns certain free-standing buildings described in Section 1.1 of the Lease, hereinafter referred to as the "Property." SECTION 2- CONSTRUCTION DRAWINGS FOR THE PREMISES 2.1 Lessee shall, at its sole cost and expense, construct the improvements in the Premises (the "Leasehold Improvements") pursuant to those certain blueprints, floor and space plans, specification and finalize construction prices, collectively, the approved 'Working Drawings" prepared by Lessee's architect. Lessee shall make no changes or modifications to the Approved Working Drawings without the prior written consent of Lessor, which consent may be withheld if such change or modification would directly or indirectly delay the "Substantial Completion," of the Premises or increase the cost of designing or constructing the Leasehold Improvements. Any changes or modifications approved by the Lessor shall be at Lessee's sole cost and expense. SECTION 3 - CONSTRUCTION DRAWINGS 3.1 Selection of Architect/Construction Drawings. Lessee shall retain an architect or space planner (the "Architect") to prepare the Construction Drawings. Lessee shall retain the engineering consultants (the "Engineers") to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC, life safety, and sprinkler work of the Leasehold Improvements. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the "Construction Drawings." All Construction Drawings shall comply with the drawing format and specifications as determined by Lessee, and shall be subject to Lessor's approval. Lessee and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant 2s 952009.1 portions of the Base Building Plans, and Lessee and Architect shall be solely responsible for the same, and Lessor shall have no responsibility in connection therewith. Lessor's review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Lessor's review of the same, or obligate Lessee to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Lessor or its agents and consultants, and notwithstanding any advice or assistance which may be rendered to Lessee by Lessor or Lessor's agents or consultants, Lessor shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Lessee's waiver and indemnity set forth in this Lease shall specifically apply to the Construction Drawings 3.2 Final Space Plan. Lessee and the Architect shall prepare the final space plan for Leasehold Improvements in the Premises (collectively, the "Final Space Plan"), which Final Space Plan shall include a layout and designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan Lessor for Lessor's approval. A copy of the Final Space Plan shall be submitted to the Executive Director of the Airport at the same time as submitted to Lessor. 3.3 Final Working Drawings. Within thirty (30) working days after execution of the Lease by Lessor and delivery of a copy of the Lease to Lessee, Lessee, the Architect and the Engineers shall complete the architectural and engineering drawings for the Leasehold Improvements, and the final architectural working drawings in a form which is complete to allow subcontractors to perform the work and to obtain all applicable permits (collectively, the "Final Working Drawings") and shall submit the same to Lessor for Lessor's approval. . A copy of the Final Working Drawings shall be submitted to the Executive Director of the Airport at the same time as submitted to Lessor. 3.4 Permits. The Final Working Drawings shall be approved by Lessor (the "Approved Working Drawings") prior to the commencement of the construction of the Leasehold Improvements. Lessee shall immediately submit the Approved Working Drawings to the appropriate municipal authorities for all applicable building permits necessary to commence and fully complete the construction of the Leasehold Improvements (the "Permits"). Lessee hereby agrees that neither Lessor nor Lessor's agents or consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Premises and that the obtaining of the same shall be Lessees responsibility; provided however that Lessor shall, in any event, cooperate with Lessee in executing permit applications and performing other ministerial acts reasonably necessary to enable Lessee to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Lessor, provided that Lessor may withhold its consent, in its sole discretion, to any change in the Approved Working Drawings if such change would directly or indirectly delay the "Substantial Completion" of the Premises as that term is defined in Section 6.1 of this Leasehold Improvement Agreement. 3.5 Cooperation. Lessor shall use its best, good faith, efforts and all due diligence to cooperate with the Architect, the Engineers, and Lessee to complete all 26 952009.1 phases of the Construction Drawings and the permitting process and to receive the permits, and approval of the "Construction Costs," as set forth in Section 7.1 below, as soon as possible after the execution of the Lease, and, in that regard, shall meet with Lessee on a scheduled basis to be determined by Lessor, to discuss Lessees progress in connection with the same. Upon Lessor's execution of this Lease, Lessee shall provide Lessor with a construction schedule including time projections for planning, entitlement process, related preparation and construction of the Leasehold Improvements. SECTION 4-LESSEE COVENANTS 4.1 Lessee recognizes, understands and covenants that any and all improvements shall be undertaken according to the City of Palm Springs codes. 4.2 Lessee recognizes, understands and covenants that improvements contemplated herein may be subject to the provisions contained in the California Labor Code (commencing with Section 1720) relating to general prevailing wage rates and other pertinent provisions therein. 4.3 Lessee shall comply and stay current with all applicable building standards, which may change from time to time, including but not limited to, the Americans with Disabilities Act of 1990 and any regulations issued pursuant thereto in providing improvements contemplated herein. SECTION 5 - CONSTRUCTION 5.1 Lessee shall diligently pursue the planning, entitlement process, related preparation and construction of the Leasehold Improvements. Lessee shall provide Lessor with periodic written progress reports, which reports shall contain, without limitation, updated information relative to permit approvals and construction. 5.2 Lessee shall notify Lessor, in writing, forthwith when such planning, entitlement process, related preparation and construction of the Leasehold Improvements have been completed, a Certificate of Occupancy has been issued by the City of Palm Springs, or if no new Certificate of Occupancy is required, then upon acceptance of the improvements by the City of Palm Springs upon final inspection, all required permits have been obtained and electrical power has been turned on. 5.3 In addition, immediately after the Substantial Completion of the Premises, Lessee shall have prepared and delivered to the Lessor (1) a complete set of "As- Built" drawings showing every detail, latent or otherwise, of such improvements, including but not limited to electrical circuitry and plumbing, and (2) the same complete set of "As-Built' drawings on a computer disk in a CADD format. 27 952009.i 5.4 Lessee may obtain a preliminary Asbestos report, if necessary, from the Lessor, if one is available. Lessor shall be provided access to all reports and findings that lead to increased abatement costs. SECTION 6 - COMPLETION OF THE LESSOR IMPROVEMENTS: LEASE COMMENCEMENT DATE 6.1 For purposes of this Lease, "Substantial Completion" of the Premises shall occur upon the completion of construction of the Leasehold Improvements in the Premises pursuant to the Approved Working Drawings, with the exception of any punch list items and any Lessee fixtures, work-stations, built-in furniture, or equipment to be installed by Lessee, provided however, that such punch list items do not preclude the useful occupancy of the Promises. Useful occupancy herein defined as the Premises being safe, free of hazard, free of any risk to the safety of Lessee employees and available for the use set forth in the Lease. 6.2 The Lease Commencement Date shall occur as set forth in Section 1.3 of the Lease. SECTION 7 - CONSTRUCTION COSTS 7.1 Prior to Lessor's execution of this Lease, Lessee shall provide Lessor an itemized cost breakdown of the construction costs of the leasehold improvements, attached hereto and made a part hereof as Addendum 1. The total costs of all the Leasehold Improvements subject to reimbursement including but not limited to fixtures, equipment architectural fees and permits, and as reflected in the cost breakdowns, 7.2 Upon completion of the Leasehold Improvements and within fourteen (14) days of Substantial Completion and acceptance of the Premises by Lessee, Lessee shall provide Lessor with an itemized statement, similar to the cost breakdown form attached as Addendum 1, of the actual costs of the Leasehold Improvements incurred by Lessee, accompanied by vendor, contractor, subcontractor, material man invoices if requested by the Lessor. SECTION 8- RESERVED SECTION 9- MISCELLANEOUS 9.1 Lessee's Entry Prior to Lease Commencement. Provided that Lessor and its agents do not interfere with Lessee's work in the Premises, Lessor shall allow Lessee access to the Premises prior to the Commencement date of the Lease for the purpose of Lessee undertaking testing and architectural and design work on the Premises. Prior to Lessee's entry into the Premises as permitted by the terms of this Section 9.1, Lessee shall hold Lessor harmless from and indemnify, protect and defend 28 952009.1 Lessee against any loss or damage to the Premises and against injury to any persons caused by Lessee's actions pursuant to this Section 9.1. 9.2 Lessor's Representative. Lessor has designated its Director of Community & Economic Development as its sole representative with respect to the matters set forth in this Leasehold Improvement Agreement, who, until further notice to Lessee, shall have full authority and responsibility to act on behalf of the Lessor as required in this Leasehold Improvement Agreement. Pursuant to Section 3.2 and 3.3 of this Agreement, the Executive Director of the Airport shall also receive a copy of the Final Space Plan and Final Working Drawings. 9.3 Lessees Representative. Lessee has designated its Chief Operating Officer as its sole representative with respect to the matters set forth in this Leasehold Improvement Agreement, who, until further notice to Lessor, shall have full authority and responsibility to act on behalf of the Lessee as required in this Leasehold Improvement Agreement. 9.4 Lessee's Agents. All subcontractors, laborers, material men, and suppliers retained directly by Lessee shall conduct their activities in and around the Premises, in a harmonious relationship with all other subcontractors, laborers, material men and suppliers at the Premises. 9.5 Time of the Essence in this Leasehold Improvement Agreement. Unless otherwise indicated, all references herein to a "number of days" shall mean and refer to calendar days. In all instances where Lessor is required to approve, if no written notice of approval is given within the stated time period, at the end of such period the item shall automatically be deemed not approved. 9.6 Lessee's Lease Default. Notwithstanding any provision to the contrary contained in this Lease, if an event of default by Lessee of this Leasehold Improvement Agreement, and said default has occurred at any time on or before the Substantial Completion of the Premises, then (i) in addition to all other rights and remedies granted to Lessor pursuant to the Lease, Lessor shall have the right to cause Lessee to cease the construction of the Leasehold Improvements and (ii) all other obligations of Lessor under the terms of this Leasehold Improvement Agreement shall be forgiven until such time as such default is cured pursuant to the terms of the Lease or this Leasehold Improvement Agreement. 29 952009.f 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. "City" ATTEST: CITY OF PALM SPRINGS, a municipal Corporation By: By: James Thompson, City Clerk Its: APPROVED AS TO FORM: Douglas Holland, City Attorney "Lessee" Coachella Valley Economic Partnership By: Its: By: Its: 30 952009.1 111 111111111 'lll 1 lull !11111 11 1111 , � ' � 11 11 Il 11111111 . II 11 _Illl _ Il 111 11 111i, ar� lT. 11 911911111J111 ! Ill I ] 111 11 lit--- 11 11 yi111 Jllll � l l: 11 1111 11 llli : , 11 ' 11 .IJ11 1111 �1111, JIl iilll 11 1111 1 11 it 111 Jllll l�l 111 ' lll 11111 11 1 111 it 111 �1111 llll 1111 i'lll .1 ! 111 11 11�1 , 11 ' 11 11111 �11111ll1111111111 ' 111 11 llll , :, 11 11 111 9111 �'1111�111 1111 11 1111 , . 11 11 i 1111111 li� llil ' lli i lil li �l�l ' ' 1 11 114 ...... Illl 111111I11 ,T 111 1 1111111 '1111 �11111. 1111 111 11 'lil , mot. 1 11 11111 .. Ot '1 llillll 11 . 111 11 il,� ` 11 . 1111111111,114114ll1 !1-Jlll ;l 111 11 111141MIla „ 11 . 11 1111 ,�1111 'Jlllll`1111 , � IIl II IIII „� '' qWl J�I� II i iIt I : I P E N TA CVEP -Accelerator Campus 110/00 12:00 AM rl •+•.- ,tnn„iMb,gt.rmq. Line Item Detail Area 01 (Admin Building ! Entry and Collaboration Center) ITEM DESCRIPTION: al- Unil. Unit Pnoe: Total: DIVISION 01.01-General Conditions SUBTOTAL: $ 5760 General conditions 128C SF J$ 4.50 1 S - - 5.760 DIVISION 01.03-P Specific Conditions SUBTOTAL: $ "Alls. Inspection Fees 1 L5 5 10.000.00 5 10,000 Durnpsce 3 EA $ 5.00 $ 15 DIVISION 02.02-Selective Demo l Site Remediation SUBTOTAL: $ 21800 Misc Demo 1 LS S 14,660.00 $ 14,660 - _ - Demo walls-Inlenorand exterior _ 1 LS _ $ 5000.00 $ 5000 Shoring of Roof _ 1 LS S 1,500.00 $ 1,500 Remove flooring - 1280 SF $ .50 $ 640 I-corlorero -- SUBTOTAL- $ 4 Concrete foot rigs for raw structural steel-4'x 4'x 18' 8 EA 5 500.00 $ 4,000 DMSION 0541 4111111killilligiral Steel SUBTOTAL: $ 7 Structural Steel 1 L$ $ 7,500.00 $ 7.500 DIVISION 06.02-M0 f t :&TAM SUBTOTAL' $ 6,500 *1290 Receptor,Desk $ 6,50D.00 $ 6,500 DIVISION 07.02-Thermal I Sound InsulationSUBTOTAL: $ 1,600Upgrade thermal irsulabon $ 1,25 $ 1.600 DIMS 7.03-Roofi SUBTOTAL• $ 5Misc.Repairs $ 5,000.00 $ 5,000 DIVISION 08.01-Doors,Frames&NW SUBTOTAL: $ 2.112 I N ew front enty doors,interior doors _ 1280 _ SF 5 1.65 S 2,112 DIVISION 08.03-Eatrara:ea and Storefronts ,.:SUBTOTAL: S •.15 New storefront at entry_ _ _ - 280 SF $ - 55.00 $ 15,400 DIVISION 08.04-Glass&Glazing SUBTOTAL:.'.. . .$ Glass and Glazing-No new windows DIVISION 09.01-Pramism&Drywall SUBTOTAL: {480. Drywall and II of Interior walls 1280 SF $ 3.50 $ 4,480 `OMSION 09.02-Paint IWC l Plaster lSpecial Finishes ,,SUBTOT _. .. _ Paint Interior Walls _ 6200 SF $ 1.00 $ 6,200 Paka ExtedorWaM 1600 SF $ 1.50 $ 2,400 DMSION 09.05-Acoustical l FabripIrrapped Panels _.... OTAL: ,. ..$. -S;m New Iles and grid Through out 12RD SF $ 5.25 $ l5i DMSION 09.06-Stone&Tile SUBTOTAL: ;: .. -4 Tllein50%of rding - 640 SF $ 7.00 S 4.480 DIVISION 09.06-Realhere FlopekV I Carpet SUBTOTAL: "' $ " Carpet in 50%of buiildin 71 SY $ 27.00 $ 1.920 8/21/20137:13 AM C:kUwmr stolzofPDesktopWwelerator Campus-EDA esfimate REVISION p1 with Prevailing Wage dial Page 2 of 12 P E N TQ CVEP -Accelerator Campus 1/0100 12:00 AM Line Item Detail Area 01 (Admin Building / Entry and Collaboration Center) ITEM DESCRIPTION: Op: Unit: Unit Price: Total: DIVISION 10.02-Toilet Accessories SUBTOTAL: $ 5,500 Newloilet partitions and accessories 1 LS S 5,500.00 $ 5,500 DIVISION 10.03-Fire Fad uishers&Cabinels ,;;,,; SUBTOTAL: .. $ 450 Fumish and install new fire eshers_ 3 EA $ 150.00 $ 450 xtingui 1[DIVISION 21,01-Fire s resslon SUBTOTAL: $ 3264 Furnish and Install new fire spnnkler system 1200 SF 5 255 $ 3,264 DIVISION 22.011-Plurribing SUBTOTAL: $ 20000 Reconfigure tathrooms for ADA - LS $ 20,000.00 5 20,000 DIVISION 23.01-HVAC :.SUBTOTAL: $ 24640 H VAC-Reuse existing equipment 1280 SF $ 13.00 S 16,640 New Equipment=350 SF per Ton 4 TON $ 2,000.00 $ 8,000 DIVISION 26.01-Electrical!Lighting SUBTOTAL: $ 12800 Electrical end LiyhOng 1280 SF $ 10.00 $ 12,800 DIVISION 27.01-Phone/Data 1 CAN SUBTOTAL: $ 20 760 Phone;Data 1280 SF 5 4.50 $ 5.760 Data lnhastnxtu2 for entire campus 1 LS $ 15,000.00 $ 15,000 DIVISION 20-01•Surveillance/Fire Safety SUBTOTAL: S 1,280 Fire Alarm 12fi0 SF $ 1.00 $ 1,280 W1120137:13 AM CAUsara,jstotzof sktopVucelerator Campus-EDA estimate REVISION#1 with Prevailing Wage dhd Page 3 of 12 P E N TA CVEP -Accelerator Campus 1/0/00 12:00 AM "h, in[ `1A1o1i0n ` ^ P Line Item Detail Area 02 (Youth Entrepreneur & Internship Center) ITEM DESCRIPTION: Cry Unit: Unit Price: Total. DIVISION 01.01-General Conditions SUBTOTAL: $ 8,610 General conditions 1920 SF $ 4.50 $ 8,640 DIVISION 01.03-P Specific Conti SUBTOTAL: $ DIVISION 02.02-Sete dve Demo i Site Remediation SUBTOTAL: $ 520 Misc.Demo at ADA restrcom 1 LS $ 520.0C $ 520 DIVISION W02-Mdtwork d Trim- SUBTOTAL: -850.: New countertop at ADA msboorn 1 1 LS $ 550.00 $ 550 DIVISION 08-01-Do6ds Frani NW " 'SUBTOTAL: New door at ADA restroom 1 LS $ 600.00 $ 600 DIVISION 09.01-Frame 8 II SUBTOTAL: $ 2690 Misc Drywall Patches 9 EA $ 160.00 $ 1,350 Famish and Install new drywall at ADA reslroom 1 LS $ 1,340.00 $ 1,340 'DIVISION 09.02-Paint I WC I Plaster I Special Finishes TAL: low, 0AM Fumish and Install new paint inside _ 7193 SF $ 1.00 $ _ _ 7.193 Furnish and Install new paint outside 2088 SF $ 1.50 $ 3,132 'I DIVISION 09.04-ACT T$ Ceilings TAL: $ lAw repair to ACT ceilings600 SF_. _ _ $ 3.00 Minor r 5 1,800 '40IVISION 09,08-ResdWrd Floating I Carpet SUBTOTAL: $ 170 Repair to ADA miroorn Baod 1 LS $ 250.00 $ 25D Fumish and Install new VCT 1080 $F $ 3.00 $ 5,040 Furnish and Install new vinyl 4-base B00 LS $ 1.10 $ 880 "OMSION 10.02-Toilet Accessories SUBTOTAL: $ 300' Fumish and install toilet accessories In ADA restmom 1 LS S 300.00 $ 300 DMSIDNIOM-.Fke Q uWwmBCabinem SUBTOTAL: $ 300 __. Furnish and Install new fin:exOngurshcrs 2 EA $ 150.00 $ 300 DIVISION 22.01-Plumbl - SUBTOTAL: $ 9500 Fumish and install ADA compliant fixtures in restroom 1 LS $ 9,500 Oa $ 9,500 DIVISION 23.01-HVAC SUBTOTAL: $ 750 —__. . Check HVAC diffusers For use I mist HVAC 1 LS 3 750.00 $ 750 DIVISION 26.01-Ele ical I SUBTOTAL: $ 600 Misc repairs to electrical - - - 1 LS $ 600,00 $ 600 DIVISION 27.01-Phone i Data I CATV i TAL: ` $ 1000 Data-Wireless Access point 1 LS $ 1,000.00 $ 1,000 B/21120137:13 AM CAUsersljstolzalRDesktop'Accelerator Campus-EDA astimate REVISION Mi with Prevailing Wage dhd Page 4of 12 P E N TA CVEP -Accelerator Campus 1/0100 12:00 AM 11.-Pc vrl B.aldi.,er.nq. Line Item Detail Area 03 (Commercialization Center) ITEM DESCRIPTION: Oty I'll, Un9 Price: Total: DIVISION 01.011-General Conditions SUBTOTAL: $ 8,640 General Conditions 1920 SF S 4.50 S 8.640 OMSION OL03-Pro'ectSpecific Conditions SUBTOTAL: S ea DMSION 08,01-Dom,Frames 8 HW SUBTOTAL: $ 3000 ADA Access 1 LS $ 3,000.00 $ 3.000 DMSION 09.01-Fran :S.Driwall SUBTOTAL: '. ::. $ 450 Furnish and install drywall patches 3 EA $ 150.00 $ 4,90 OrMION 09.02-Paint I WC/Plaster I Special Finishes - SUBTOTAL: $ 5,227 Furnish and install new paint nside 2439 1 SF $ 1.25 $ 3,049 Fumish and install new paint outside 1452 SF $ 1.50 $ 2,178 'DMSION 09.04-ACT IS "lings SUBTOTAL: $ i M,sc.Repa rs tc 20%of ACT ceiling 30C SF $ 3.00 $ 900 DIVISION 09.08-Resilient FlittwhiICa t SUBTOTAL: S 7693 Fumishand lns4tll new VCT Hoping - 2465 SF $ 3.00 b 7,385 Fumish and install new 4-virlbase 271 LF $ 1.10 $ 298 DMSION 10.03-Fire Extinguishers S Cabinets SUBTOTAL: $ 300 Providenewfinee#i uishers 2 EA $ 156001 5000 $ 300 DINSION 23.01-.HVAC SUBTOTAL: S 800i Check HVAC diffusers for use I mist HVAC 1 LS $ 800.00 ts 800 DIVIS 01-Electrical l Lighting (SUBTOTAL' $ 600 hlisc repairs to electrical 1 LS $ 600.M $ 600 DMSbN 27.01.-Phora I Data 1 CAN «+ oSUBTOTAL: Data-Wireless Access pdnt I 1 I LS $ 1000.00 $ 1 82112 01 3 7:13 AM C:1UsersystoWF,Desktop0=e1erator Campus-EDA estimate REVISION#1 vilh Prevailing Wage dhd Page 5 of 12 P E N TA CVEP-Accelerator Campus 1/0/00 12:00 AM 'I1,. rl V l Ir„ddinq t:raup Line Item Detail Area 04(Advanced Manufacturing Center- East) ITEM DESCRIPTION: O : Unit: Unit Price: Total' DIVISION 01.01-General Condi loin SUBTOTAL: $ 27,000 General Conditions 6000 SF $ 4.50 $ 27.000 DIVISION DIA3.Pri SpGc4c Conditions SUBTOTAL: $ DIVISION 02.02-Selective Demo/Site Remedlation SUBTOTAL: $ 2 Demo interior walls at warehouse 1 LS $ 2,000.00 $ - 2,000 Misc.demo for new,ADA restroom 1 LS $ 500.00 $ 500 I DIVISION 03.01-Concrete SUBTOTAL: $ 4 Pressure wash floor for new sealer 4800 SF $ .45 $ 2,160 Acid wash,neutralize,and seal e>osti concrete floor 4800 SF $ 2.00 $ 9,600 Patch and repair concrete at new ADA restroom 81 SF $ 12.50 $ 1,013 DIVISION 07.01-Dairnpiltroolifing I Waterproofing SUBTOTAL: $ 450 Gaulking at doors and roll-up doors- _ 1 LS _ 5 450.00 $ 450 DIVISION 08.01-Do Frames&HW SUBTOTAL: 3650 Fumish and Install new door at ADA restroom 1 LS $ 850.00 $ 850 ADA Acess 1 LS E 3,000.00 $ 3,000 DIVISION 08,02-Specialty Doors SUBTOTAL: $ Operable Paditions-Airwalls-Assuming enough to divide into3units 2520 1 SF S 45.00 $ 113,400 -2520 SF $ 45.00 DIVISION.I-Glass&Glazing SUBTOTAL: $ '210 New ADAmirmrstrestroom 6 4EA $ 35.00 $ 210 re No lass placemen0adjusanentsfigured throughoutse warehouser -_. . (VISION 09.01- renal & Patchwalisatmisc.locaoonsthro houtwarehousespace 10 $ 150.00 $ 1,500 Fill-in door opening and mist drywall patch at new ADA restroom - t LS $ 850.00 $ 850 Miss Interlpr Wall for Tenants 2400 SF $.. 5.50 $ .. 13200 a OeASION 09,02-Paint(WC I PlI I Spel Finishes TOTAL: $ 14 iff Paint walls throughout warehouse 5731 SF $ 1.25 $ 7,164 Paint walls at new ADA reel 396 SF $ 1.75 $ 693 Paint walls-outside 4480 SF $ 1.50 $ 6,720 :D W SION 09.06-Stone&Tile '':, ::...: New the at floor at ADA restroom ___ 81 SF $ 12.00 $ _ 972 New file at walls at ADA restroom 216 SF $ 12.00 $ 2,592 ,10.02•Toilet Accessories Fuoleh and install new toilet accessories at ADA restri 1 LS $ 300.00 S 300 i0.03-Fire Extinguishol& '- SUBT Furnish and install new fire extinguishers at warehouse 2 EA $ 150.00 $ 3110 &21/20137:13 AM C:UlseraIslalzofPDesktopVucelemtor Campus-EDA estimate REVISION Ni with Prevailing Wage chid Page 6 of 12 P E N TA I -Accelerator Campus 110/00 12:00 AM It,,PUNTA BudI c,vnp Line Item Detail Area 04 (Advanced Manufacturing Center- East) ITEM DESCRIPTION Oty: Unit: Unit Price Total: DIVISION 21.01-Fire$ cession SUBTOTAL: $ 21300 Funn sh and install new fire:sprinkler systems throughout warehouse G000 SF $ 2.55 $ 15,300 Fire Alarm 6000 SF $ t.OD $ 6,000. DIVISION 22.01-Piumbl SUBTOTAL: $ 5,000i R 8 R plumbing at new ADA reslmom 1 LS - $ 5,000.00 $ 5,000 DIVISION 23.01-HVAC SUBTOTAL'' $ 800' HVAC adjustment at new ADA restroom 1 LS s 800.00 $ 800 DIVISION 23.01-Electrtcal l Lighting SUBTOTAL: $ 2480 Mist electrical work throughout warehouse - - 1 LS $ 1500.00 $ New electrieal at ADA restroom 1 lS $ W.00 $ - 980 DIVISION 27.01-Phone l Data I CATV SUBTOTAL: ; Date-Wireless Access poirit 1 LS $ 1000.00 $ 1,0D0 8121/20137:13 AM C:1Us mrs stolzofllDesktoplAccelemWr Campus-EDA estimate REVISION$1 with Prevailing Wage dad Page 7 of 12 P E N TA CVEP-Accelerator Campus 1/0/00 12:00 AM 'Ili,PENTA Balding Group Line Item Detail Area 05 (Advanced Manufacturing Center- Center) ITEM DESCRIPTION: Ott Unit I Unit Pnce: Talal. DIVISION 01.01-General Condill SUBTOTAL: $ 51,300 General conditions 11400 SF $ 4.50 $ 51,300 !.DIVISION 03.01-Concrete. SUBTOTAL: $ Pressure wash floor for new sealer 11400 SF $ .45 $ 5,130 Acid wash,neutral,and seal iodsting concrete Floor 11400 SF $ 2,00 1 1$ 22,800 -=DIVISION 07.01-Dmppnoofing IW SUBTOTAL: $ Caulking at doors and roll-up doors - 1 LS $ 450.00 $ 450 DIVISION 07-03-Roofing SUBTOTAL: $ 79800 Roof Repairs 11400 SF $ 7.00 $ 79.800 DIVISION 08.01-Doors,Frames B HW SUBTOTAL: $ 3,000 ADA Access 1 LS $ 3,000.00 $ 3,006 DIVISION 08.02-Specift Doors SUBTOTAL: $ _O_perable Paretims-14'Airwalls-Assumi to divide into 5 units Si SF $ _ 45.00 $ 252,0W -5600 SF $ 4500 q f252.OM1 DIVISION 09.01-Friatting 6 Dqwall ? OTAL: 25730 Patch walls at misc.locations throughout warehouse space _ 25 EA $ 150.00 $ 3,750 Misc Interior Wall for Tenants 40DO SF $ 5.50 $ 22,000 DIVISION 09.02-Paint I WC l Plaster l Spa-Spal Finishes SUBTOTAL: IS 22 Paint walls throughoutwarelrouss 9610L SF $ 125 $ 10,013 Paint walls-oulside 8010 SF $ 1.50 $ 12,015 DIVISION 10.03-Fire Ex0fiditiltbilift&Cabli SUBTOTAL: $ 3W Finish and install newfireezdnguishersatwarelnonse 2 EA $ 15000 S 300 DIVISION 21.01-Fire Suppression SUBTOTAL: $ 40470 Furnish and rnstall new fire sprinkler systems throughout warehouse_ 11400 SF $ 2.11 S 29,070 Fire Alarm 11400 SF I$ 1.00 $ 11,400 DIVISION 23.01-I SUBTOTAL: $ 168600 HVAC adjustment 11400 SF $ 9.00 $ 102.600 New Equipment=350 SF per Tan 33 TON $ 2.000.00 $ 66,000 DIVISION 26.01-Electrical I Lighting SUBTOTAL: $ 102,600 Misc electrical work throughout vorehouse 11400 SF $ 9.00 $ 102,600 DIVISION 27.01-Phone l Data I CATV SUBTOTAL., $ 1000 Data-Wireless Access point 1 LS $ 1,000.00 $ 1,D00 W120137:13 AM Q%Usersljstolzo1KDesktopVlcce1erator Campus-EDA estimate REVISION#1 with Prevailing Wage dhd Page 8 of 12 P E N TA CVEP-Accelerator Campus 1/0100 12:00 AM T he PI XI A 0uii(:nwp Line Item Detail Area 07 (Emerging Technologies Center- East) ITEM DESCRIPTION City Unit: I Unit Price. Total: DIVISION 01.01-General Conditions SUBTOTAL: $ 20,070 General conditions 4460 SF S 450 $ 20,070 DIVISION 02A2-Selective Demo I Site RemedGtlon _... SUBTOTAL: S 000 Demo interior walls at warehouse 1 LS $ 2,000,00 $ 2,000 DIVISION 03.01-Concrete SUBTOTAL• $ 109 Pressure wash Floor for new sealer 4460 SF S .45 S 2,007 Acid wash,neutralize,and seal misting concrete floor 4460 SF $ 2.00 $ 8.920 DIVISION 0?A11-Dampproofing I Waterproofing SUBTOTAL: $ 450 Caulking at doors and roll-up doors _ __ 1 LS S 450.00 S 450 DIVISION 07.03-Rwfiri SUBTOTAL: $ 44 GOp Roof Repairs 4460 SF $ 10.00 $ 44.600 DIVISION 08.01-Doors,Frames&HW SUBTOTAL: IS 3,000 ADA Access 1 LS $ 3,000.00 $ 3,0D0 DIVISION 09.01-Framing R D II SUBTOTAL: $ 10 300 Patch walls at mist.locations throughout warehouse space 10 EA $ 150.00 $ 1,500 Misc Interior Well for Tenants 160D SF $ 5.50 $ 8,800 DIVISION 04A2-Paint IN BC I Plaster I Spai Finishes SUBTOTAL: $ t Paint walls throughout warehouse, - 6500 i SF $ 1.25 $ 8,126 Paint wells-outside - 5436 SF $ 1.50 $ 8.154 tlDMSION 10.03-Piro Extingulshiews. '&Catenefs ..SUBTOTAL: . Furnish and install newfireextinguishers at warehouse 2 EA $ 150.00 !DIVISION 21.01-Fire Suppression SUBTOTAL: $ Furnish and install new fire sprinkler systems throughout warehouse 4480 SF Fli 2.55 $ 11,424 Fire Alarm 4480 SF 1.00 $ 4,480 DIVISION 23.01-14VAC SUBTOTAL: S 84 HVAC adjustment 4480 SF $ 13.00 $ _ 58,240 New Equipment=350 SF per Ton 13 TON $ 2,000.00 $ 2SOD0 DMSION 26.01-Efecirical l Lighting SUBTOTAL 40AN Misc electrical work throughout warehouse 4480 SF $ 9,00 $ 40,320 DIVISION 27.01-Phi l Data I CATV BTOTAL S -:1 Data-Wireless Access point _ i LS $ 1,000.00 $ 1,000 8121/20137:13 AM C:1UsersljstolzalPDesktop%A=elerator Campus-EDA estimate REVISION#1 with Prevailing Wage dM Page 9 of 12 P E N TA CVEP-Accelerator Campus 1/0/00 12:00 AM 'I Lv 14;\'f4 6uildinK(:Wrap Line Item Detail Area 08 (Emerging Technologies Center-West) ITEKI DESCRIPTION'. Qtv, Unit: Unit Price. Total DIVISION 01.01-Gen mfCondlOorrs SUBTOTAL: $ 10,080 General core pions 2240 SF S 4,50 $ 10,080 DIVISION 07.03-Roofing SUBTOTAL: $ 22400 Roof Repairs 2240 SF $ 10.00 $ 22,400 DIVISION 08.01-Doors,Frames&HW SUBTOTAL: $ 3000 ADA Access 1 LS $ 3,000.00 $ 3,000 DIVISION 09.01-Fmrnlrg d pnmmll SUBTOTAL: $ 1,500 Patch walls at misC.bCe0or13 throughout wan:tquee space 10 EA E 150.00 $ 1,500 DIVISION 09.02-Pant I WC l Plaster l S lal Finishes 'SUBTOT. Painlwalls throughout warehouse 3500 SF $ 125 $ 4,375 Paint walls-outside 2100 SF $ 1.50 $ 3,150 DIVISION 09.06-Stone&rile SUBTOTAL: f DIVISION 23.01-WAG SUBTOTAL: HVAC adjustment 2240 SF $ 13.00 $ 29,120 New Equipment=360 SF per Ton 6 TON $ 2,000.00 $ 12,000 DIVISION 2&01-Electra l I u h0n SUBTOTAL: $ 20160- i Misc electrical work throughout warehouse 2240 SF $ 000 S 20,160 ;E DAMION 27.01-Phone l Data I CATV ;;i TOTAL:. $ Data-WlrekwAccesspokft 1 LS $ 1,000.00 $ 1,000 DIVISION 28,01-Sul I Fire Safety DIVISION 31.01-Earthutork i Grading SUBTO7 DIVISlON32.01-Site Concrete SUBTOTAL: 8121/2 0 1 3 7:13 AM CAUsersystolzo8lDesktopVAaelerator Campus-EDA estimate REVISION s1 with Prevailing Wage dad Page 10 of 12 P E N TA CVEP -Accelerator Campus 1/0/00 12:00 AM 11,e PENTA 6ulldinp Cnmp Line Item Detail Area 08 (Emerging Technologies Center-West) ITEM DESCRIPTION: Oty: Unit: Unit Price: Total: DMSION 3Z02•Asphalt PwAng SUBTOTAL: Y' - ONtSION 32.03-Unit Pavens SUBTOTAL: $ DMSION 32,04.Landoping SUBTOTAL: $ OMSiON 32.05-Other TOTAL: f DIVISION 33.01-340 Utilities SUBTOTAL: f 8/2112 0 1 3 7:13 AM C:Wseml stolmfPDesktopWccelerator Campus-EDA estimate REVISION#1 with Prevailing Wage dhd Page 11 of 12 P E N TA CVEP-Accelerator Campus 1/0/00 12:00 AM `......r Line Item Detail Area 09 (Site Improvements) ITEM DESCRIPTION. Qty Unit: I Unit Price Total DMSION 01.01-General Conditions SUBTOTAL: $ 1,500 General cord bons included In buildings _ Dumpsters 3 $ SOODO $ 1,500 DMSION 32.01-Site Concrete SUBTOTAL: $ $' Misc Conc•ete Repairs � 1000 SF $ 15.00 $ 15,000 Sam Footprint Remediabon I 2268 SF $ 7.00 $ 15,876 DMSION 32.02-ASphaft Paying SUBTOTAL: $ 33760 Slurry seal and restiipe front parking lot 33750 SF_ $_____ 1.00 $ 33,750 DMSION 32.04.Landscaping SUBTOTAL: $ 51000 Landsc'p' 1 nd Irrigator 12000 SF $ 4,25 $ 51,000 DIVISION 32.05-Other SUBTOTAL: $ Pmpertv'w eel _ - - - - -- 750 LF $ 110,00 $ _ 82,500 Cates 3 FA $ 2,500.00 -$ - -- 7,500 8/21120137:13 AM C:1Use stolzoffDesktopWccekrator Campus-EDA estimate REVISION#1 with Pn ailirg Wage dM Page 12 of 12 EXHIBIT "G" LEASE PROVISIONS OF THE FEDERAL AVIATION ADMINISTRATION (FAA) AND THE TRANSPORTATION SECURITY ADMINISTRATION (TSA) 1.1 Tenant, as part of the consideration for this Lease, covenants and agrees "as a covenant running with its interest in property" that in the event facilities are constructed, maintained, or otherwise operated on the Airport or the Demised Premises for a purpose for which a Department of Transportation ("DOT") program or activity is extended or for another purpose involving the provision of similar services or benefits, the Tenant shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations DOT, Part 23, Nondiscrimination in Federally Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, as such regulations may be amended from time to time. 1.2 This lease is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The Tenant or contractor agrees that it will not discriminate against any business owner because of the owner's race, color, national origin or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement or other agreement covered by 49 CFR Part 23. 1.3 The Tenant or contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49CFR Part 23, that it enters and causes those businesses to similarly include the statements in further agreements. 1.4 In the event of a breach of the covenants specified in Subsection 1.1 and 1.2 of the Lease, City shall have the right to terminate this Lease and to reenter and repossess the Demised Premises and the facilities thereon and hold the same as if said Lease had never been made or issued. This provision does not become effective until the procedures of Title 49, Code of Federal Regulations, Part 23 are followed and completed, including the expiration of any appeal rights. 1.5 Tenant shall furnish its services on a fair, equal, and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable, and not unjustly discriminatory prices for its services; provided that Tenant may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar type of price reductions to volume purchases or other rational, reasonable basis. Non-compliance with this provision shall constitute a material breach of this Lease and in the event of such non-compliance, City shall have the right to terminate this Lease and any interest in property created without liability or at the election of the City or the United States either or both Governments shall have the right to judicially enforce this provision. 32 952009.1 1.6 Tenant agrees that it shall insert the above five provisions in any lease or contract by which Tenant grants a right of privilege to any person, partnership, or corporation to render services to the public on the Demised Premises pursuant to this Lease. Nothing in this provision shall be construed as waiving any obligations or requirements of the Tenant pursuant to Subsection 1.3 of this Lease or abrogate the rights of the City pursuant to such subsection. 1.7 This Lease shall be subordinate to the provisions and requirements of any existing or future agreement between the City and the United States relative to the development, operation, or maintenance of the Airport. 1.8 This Lease, and all provisions hereof, shall be subject to whatever right the United States Government now has or in the future may have or acquire, affecting the control, operation, regulation, and taking over of the Airport or the exclusive or non-exclusive use of the Airport by the United States during a time of war or national emergency. 1.9 No Exclusive Rights. Nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1958, as amended. 1.10 Public Facilities, Ingress, Egress and Quiet Enjoyment. City agrees that Tenant, upon payment of the rental hereunder and performing the covenants of the Lease, may quietly have, hold and enjoy the Demised Premises during the term of the Lease, and that Tenant shall have the right to use, in common with others, the parking facilities adjacent to the Demised Premises 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. The Airport Rules and Regulations shall apply and be enforced as to all tenants in the Demised Premises on a uniform basis. 1.11 Financial Penalties. Tenant shall be responsible for any financial penalties associated with causing security infractions related to Transportation Security Administration regulations. 1.12 U.S. Customs: Non-Interference. Tenant shall not impede the adjoining U.S. Customs operation inside or outside of the Hangar 1 facility. 32 952009.1