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HomeMy WebLinkAboutA5961 - AGUA CALIENTE CULTURAL MUSEUM CRA LEASE VILLAGE GREEN 219 PALM CANYON DRIVEAMENDMENT NO. 2 TO LEASE FOR 219 S. PALM CANYON DRIVE "VILLAGE GREEN" PREMISES THIS AMENDMENT NO. 2 ("Amendment No. 2") to Lease Agreement for, 219 S. Palm Canyon Drive at the "Village Green" is hereby entered into this 1st day of May, 2018, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), the Agua Caliente Cultural Museum, a California nonprofit public benefit corporation ("ACCM"), and the Agua Caliente Band of Cahuilla Indians, a federally recognized Indian tribe ("ACBCr). RECITALS A. On July 1,2010, the Community Redevelopment Agency of the City of Palm Springs and ACCM entered into that certain Lease by and between the Community Redevelopment Agency of the City of Palm Springs and Agua Caliente Cultural Museum (the "Lease") for the Premises. B. The Lease was subsequently amended through that certain Amendment No. 1 dated July 1, 2015 to establish privity of contract between the City and ACCM due to the City's acquisition of the Premises and assumption of obligations under the Lease and to extend the term of the Lease to July 1, 2018. C. ACCM desires to assign the Lease to ACBCI and ACBCI desires to assume all rights, duties, liabilities, and obligations related to its assumption of the Lease. D. City desires to provide its consent to ACCM's assignment and ACBCI's assumption of the Lease. E. ACBCI desires to exercise its option to renew the Lease for an additional two (2) year term. NOW, THEREFORE, the City, ACCM, and ACBCI hereby agree as follows: AGREEMENT 1. Assignment. ACCM hereby assigns to ACBCI and ACBCI hereby accepts and assumes all of ACCM's rights, duties, obligations, and liabilities under the Lease. 2. Consent. City hereby consents to the foregoing assignment and assumption of rights, duties, obligations, and liabilities under the Lease. 3. References to Tenant. The term "Tenant" as it appears throughout the Lease shall mean the Agua Caliente Band of Cahuilla Indians, a federally recognized Indian tribe. 4. Option to Renew. Section 1.2 of the Lease shall be revised to read as follows; "The Lease shall commence on July 1, 2015 and expire on June 30, 2020." 5. Use of Premises. Section 1.5 of the Lease shall be revised to read as follows: "The Premises shall be used as a Visitor Center and for educational and informational programming relating to the Agua Caliente Band of Cahuilla Indians. Tenant shall make good faith efforts to coordinate usage of the Premises with Landlord." 6. Permitted Use. Section 4.1 of the Lease shall be revised to read as follows: "Landlord hereby leases to Tenant and Tenant hires from Landlord the exclusive use of the Premises, with improvements as defined herein, for the purpose of conducting thereon only the use specified in Section 1.5 of this Lease." 7. Prohibited Uses. Section 4.2 of the Lease shall be revised to read as follows: "Tenant shall not sell or permit to be kept, displayed, or sold in or about the exclusive Premises (a) pornographic or sexually explicit books, magazines, literature, films or other printed materials, 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 1.5 hereof." 8. Charitable Leases. Section 4.7 of the Lease is hereby deleted in its entirety. 9. Assignment and Subletting. Section 9.0 of the Lease is hereby revised to read as follows: "Tenant shall not assign this Lease or sublet the Premises, or any interest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld." 10. Jurisdiction and Venue. Section 12.3 of the Lease is hereby deleted in its entirety. 11. Arbitration. Notwithstanding anything to the contrary in the Lease, any dispute, claim or controversy arising out -of or relating to the Lease or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Riverside County, California before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This provision shall not preclude the parties to the Lease from enforcing the award with a court of appropriate jurisdiction or seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction in accordance with Section 12 below. 12. Limited Waiver of Sovereign immunity. Notwithstanding anything to the contrary in the Lease and by this provision, ACBCI does not waive, limit, or modify its sovereign immunity against contested suit except as specifically provided herein. ACBCI hereby agrees to waive its sovereign immunity solely for the limited purpose of authorizing only City (1) to initiate an arbitration seeking to enforce all rights granted to City under the Lease; (2) to seek provisional remedies in aid of arbitration; or (3) to enforce an arbitration award. In the event the parties to the Lease have a need to seek provisional remedies in aid of arbitration or to enforce an arbitration award and are unable to do so without litigation, the only jurisdiction and venue for such litigation shall be either the United States District Court, Central District of California, Riverside Branch, or the Superior Court of the State of California, County of Riverside. 13. Interpretation. Unless otherwise defined herein, all capitalized terms used in this Amendment No. 2 shall have the same meanings as are ascribed to such terms in the Lease. In the event of any inconsistency or ambiguity between the Lease and this Amendment No. 2, the terms of this Amendment No. 2 shall control. As so amended, the Lease remains in full force and effect. 14. Covenant against Discrimination. Section 12.9 of the Lease is hereby revised to read as follows: In connection with its performance under this Agreement, ACBCI 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"). ACBCI 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, ACBCI certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any ACBCI 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 ACBCI 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. IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 2 on the date first set forth above. AGUA CALIENTE CULTURAL MUSEUM f Mildred Browne, ChairwomanMoonrMayor By:ri GUA CALIENTE BAWD OF CDavid H. Ready, INDIANS defiTSrubbe^haiity Clerk APPROVED AS TO FORM Edward Kotkin, City Attorney APPROVED BY CITY COUNCIL jACORCf CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 9/25/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pGllcy(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 Venture Pacific Insurance Services, Inc. 111 Corporate Drive Suite 200 Ladera Ranch, OA 92694 www.venturepacificinsurance.com Lie# 0D10299 NAME^^^ Venture Pacific Insurance Services. Inc. /A/c.'ifo.e.n: 949-297-4900 uw.Noi: 949-297-4911 Ai^Ess: info@venturepacificinsurance.com INSURER(S) AFFORDING COVERAGE NAICK INSURER A Hudson Insurance Company 25054 INSURED Agua Caliente Band of Cahuilla Indians P.O. Box 3275 Palm Springs OA 92263 INSURER B INSURER C INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 44433116 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 LTR TYPE OF INSURANCE ADDL INSP SUBR WVP POUCY NUMBER POUCY EFF IMMmDATYYVl POUCY EXP (MM/DD/YYYYl UMITS A /COMMERCIAL GE NERAL UABIUTY )E 1 / 1 OCCUR NAA00013-18 10/1/2018 10/1/2019 EACH OCCURRENCE s 10.000.000 CLAIMS-MAC DAMAGE TO RENTED PREMISES (Ea occurrencel si 0.000.000 MED EXP (Any one person)si 0.000.000 PERSONAL & ADV INJURY SI 0.000.000 GEN L AGGREGATE UMIT APPUES PER;GENERAL AGGREGATE s 10.000.000 POUCY 1 1 JfiPf |_^ LOG OTHER: PRODUCTS - COMP/OP AGG s 10.000.000 S A AUTOMOBILE UABIUTY NAA00013-18 10/1/2018 10/1/2019 COMBINED SINGLE UMIT (Ea accidenU Si 0.000.000 /ANY AUTO BODILY INJURY (Per person)s OWNED AUTOS ONLY HIRED AUTOS ONLY Physical Dam< SCHEDULED AUTOS BODILY INJURY (Per accident)s / / 3 NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per acddentl s ge s UMBRELLA UAB EXCESS UAB OCCUR CUIMSMADE EACH OCCURRENCE s AGGREGATE s DED RETENTION S s A WORKERS COMPENSATION AND EMPLOYERS' UABIUTY y, ^ ANYPROPRIETORyPARTNER/EXECUTIVE 1 1 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) ' ' If yes, descrttie under DESCRIPTION OF OPERATIONS below N/A NAA00013-18 10/1/2018 10/1/2019 PER . OTH- STATUTE / ER 10.000.000 E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE Si.000.000 E.L. DISEASE - POLICY LIMIT $1,000,000 A Errors & Omissions NAA00013-18 10/1/2018 10/1/2019 $10,000,000 Each Claim D^CRlPnON OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may bo attached If more space is required) The City of Palm Springs is included as Additional Insured as respects General Liability: Coverage under this policy is primary and non-ctmtributory (per policy forms/endorsements) and a Workers' Compensation Waiver of Subrogation applies as required written CERTIFICATE HOLDER CANCELLATION City of Palm Springs Attn: City Clerk PO Box 2743 Palm Springs CA 92263-2743 ' SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE yn ^ j James Barton ^ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 4443311$ I ACUnCl | 18-1? GI. RL KC | Lopez-FlguorOA i ?/25/2019 4:09:24 PM (PtTi | Pace 1 of 1