HomeMy WebLinkAbout2006-07-26 STAFF REPORTS 2F 06/01/288S 12:33 8063731576 WAGGON CELLER5 PAGE 02
W G DESIGNS, INC- INVOICE
6500 5 Washington eo 250075
Amarillo, TX 79118 CUSTOMER NO. Mlsc
(806)373-1500 (806)373-1570 f"
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; 'SHIP TO
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Wc:tin Mission HhLs Samc
71-333 Dinah Shnra Dr
Rancho Mirage,CA 92270
0513126 Ol1Y Truck ngin Pecla
J GOrsky
1 Airport Inform3gon Klock 18750.00 18750.00
Delivery&Assembly "to 6e dffl; ned**
TERMS: 7D%(513.125.00)0OW N
20%(53,750.00)DUE JAN 31
10%(S1,875.00)DUE ON DVLRY
DELNERY&ASSEMBLY CHARGES
TO BE PAID WITH FINAL 10%
Order ur6tolsi 18750.00
Order total 18750.00 "
WE APPRECIATE YOUR BUSINESS
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PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Aon Risk services, Inc. of New York ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
55 East 52nd street HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
New York NY 10055 ALTER THE COVERAGE AFFORD Y THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
co PANY Zurich American Ins Co
PHONE. (666) 266-7475 PAX. (866) 467-7847
INSURED COMPANY
starwood Hotel$ e, Resorts worldwide 13
2231 East Camelback Road
suite 400 COMPANY
Phoenix AZ 85016 USA C
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THIS I$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 CR MAY PERTAJN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS.
CO nmayIinalATTC6 POLICYNVxaeR 1VLICYYFP&CIIYB P CVYXMIA ION ,tt,rTy
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)( COMMCR0ALGENERALLIA3LLRY RDOUCTS•COMPIOPAGG S4,000,000 0
CLAIMS MADE FRIGCCU7 1-:; •-�,-^••I r. .. PERSONA!.&ADV INJJRY 12r000,000 p
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$2,000,000OWERS 6 CONTRACTOR'S PRO7 EACH OCCURRECE
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DESCRIPTION OF OPERATIONSILOCAMONSNEHICLESMPECUL ITEMS
Hotel: StgrWoOd Vacation ownership - Corporate, Orlando, FL_
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Event! Lease Agreement. Lease Term i5 3uly 1, 2006 through Jdne 30, 2009.
The City of Palm Springs, its affiliated entities, and their respecti Ve officers, directors, agents, and employees
fC 'EiFC• HIOLD '.�:. • .�.�° . ^..,, s -w.v r:•.
..... _ m•'A1 .s .. . .^.. ^S`:. _:._SIE'. .?Y`k..."YYx:TY Pli.ra.:
SHOT ANY O TH9 A60VE DESCRIGGO PQLCIES BE CANCELLED BEFORE THE
City Of Palm Springs ExPIRARON DATE THEREOF THE ISSUING COMPANY WLL ENDEAVORTO MAIL
Palm Springs International Airport W DAYS VMMEN NOTICE TO TIE CERTIFICATE HOLDER NAMED To 7HE LEFT,
AttnT Director Of AVTation BUr FAILURE TOM SUCH NOTICE SHALL NPOSE NO OEUGATION OR L'ABiLOY
3400 East Tahquitz Canyon way
Suite OFC OF ANY HIND IRON THE COMPANY ITS AGENTS OR REPRESENTATIVES.
Palm Springs, CA 92262-6966 USA Atrr-K) REPRESENTATIVE
07/10/2006 04 : 14:11 PM Faxserver FAXSERVER Page 3
Attachment toACORD Certificate for Starwood Hotels & Resorts worldwide
The terms, conditions and provisions noted below arc hereby attached to the captioned certificate as additional description of the
coverage afforded by the insuref(s)-This attachment does not contain all teens,conditions, coverages or exclusions contained in the
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INSlIREO COMPANY
starwood Hotels & Resorts Worldwide COMPANY
2231 East camelback Road '
suite 400
Phoenix AZ 85016 USA
COMPANY
COMPANY
ADDITIONAL POLICIES ffa polity below does not iieladelindt information,refefto the coiresponding policy on the ACORD
certificate fomr for policy limits.
MUCT Eomm
to rFFS OFmSOAnNC)S PO�CYNCa>PTION niFEOnVE IDamAnON
LM iInD75
DAPS DA=
DESCRIPTION OF OPE MONSILOCATIONS ICLESI&PEM HEMS
are included as Additional Insured.
07/10/2006 MON 14:52 FAI 407 370 0931 R 5 C 002/003
AcraRa CERTIFICATE OF LIABILITY INSURANCE OP ID DATE(MEpdYYYY
s -1 v7 lv vs
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CHRTIFICAIE
11SC Insurance Agency, Tna_ HOLDEFL THIS'CERTIFICATE DOES NOTAMEND,EMEND OR
7900 International Drive ALTERTHE COVERAGE AFFORDED BY THE POLICIES BELOW
Orlando M 32819
Phona:407-370-0776 Fax:407-370-0931 INSURERS AFFORDING COVERAGE "ON
INSURED INSURER A: Wa=all InEvrance ^f
INSURER B:
Staxxood vacation Ownerthip wsuRERc
AttTL.: Julie Hrenko
9002 San Marco Court INSURER O;
Orlando FL 32819 -
INSURERE.
THE POLICIES OF INSURANOQ LISTED 9ELOW HAVE BEEN ISSUED TO THE I'SURE.NAMED"ABOVE FOR THGPOLICY PERIOD IND14'AYED.NOTWITHSTANDING
ANY REQUIREMENT.TERM.R CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFIC+VE MAY DE ISSUED OR
MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES OSSOPEEED HEREIN IS SUBJECT TO ALL THE TERNS,ENCLUSIONSAND CLIN.ITIONE OF SUCH
POUCIES.AGGREGATE LIMBS SHOWN MAY HAVE BEEN RFDIJCM BYPAID CLAIMS.
FF
LT(L RB TYPEOFMMORANCE POLICYNUMBEH PATE NIDWTYI PA Y ,EW n N UMITS
GENERAL L4BIlJTY EACH OCCURRENCE S
]� COMMERCIAL DE145F LIABILUY 7099 W°mrma 5
CLAIMB MADE ❑OCCUR MEU9XF(AR/en°Mrwn) S
PERSONAL&ADVINJURf I
ceNeRALACGREDATS s _
GEN9.AGGREGATE NMR'AYALIE6 PER: PRODUCTS•LOMPIOPAGG L
POLIGT PRO• LOG
AUTOM014E L"VTY COMDINED SINGLE LIMIT
ANYAUTO (EA=id.,d) $
ALLOWNED AUTOS BODILY MJURY
SCHEDULEDAUTUS (Pk F°few) s
HIRED AUTOS
BODILY INJURY g
NON-OWNED AUTOS (P°fecadenq
PRCF9MDAHACR s
(Pw=ed°M)
GARAGE L"am AUTO ONLY-EAACCIDENT J3
ANVAVTO OTHER THAN EAAQU f
ALIM ONLY, AGG S
EXCF,QMBIDILELLALIAQIUTY .. - EACH OCCURR>NCE S
OCCUR CLAIMS MADC• .. J�-.'.. ;..�: „ ;`:J;;' , AGGACQZATE s
DSvucTIBLE s
RETEN710N i 3
WORKEINZDWPCN TRINANP TORYLMRG ER
A WFLOYeRSLlAuwrr WCJ291499750015 10/01/D5 10/OZ/06 EL,EACH ACCIDENT s1000000
AM'PROPRIETORIPARTNERIEXECUTNE
OFFICERNELtmR ERC4VOCO7 E.L DISEASE-EA EMPLOYEE 31000000 _
IL yyOLL deeOlCe Under
SPSCLV.PROVISIONS MIQw EL DISEASE-POLICY OMIT $1000000
OTHER
DSSCR PTNJN OFOPMTIONA!Lowwusiwmc=/E%CLBSIGNeADPOD 6YENDORSEMWISPEQn PROVISIONS
*80 Dayo except 10 Paya for Bass-Payment of Proml-am
RE: WC Rancho Mirage, Inc. Lan6B tax= 7/7./06- 6130109
CERTIFICATE HOLDER CANCELLATION
P?S,td30.1 SHGULP ANY Grp THEANPYQ PESCRIQeP►ONCIU DP CANCE"Co PEFORE THE EAPIRATION
pATLTEaLeCDF,Tnt1AU1H611uNiLERHIII.L ECiCPAVOKTO WVL 30* DATSY(IIlTTEN
City OF Palm Springs ROTLE'TO TNQC0lTtl7CAT[NOLDER NAMW T07HE LGFT,BUTFNLURE TO DP SO SXALL
Palm S1pTahqutLgS het, nyonOWa IMPOSC No ORL(CAmoN OR LmAiLBY eF ANY ICNO UMN WE;INSURbC ITSA.QNTS ON
3aDO E 'SsPhquitz Canyon Way
Suite orc REPREMITTATMS,
Palm springs CA 92262-6966 AU.w - ERT E
nY•,TOP.9S 1TAn1IDR\ ;•d(• i" I.H`•,'c7': (p�CpRfI C.ORPlTRATYIN YORP'
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07/10/2006 RON 14:53 FAb 407 370 0911 R 5 C OQ3/003
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED.1he policy(ies)must be endorsed.A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED,subject to the terms and conditions of the pollcy, 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)-
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer,and the certificate holder,nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
Anngry vc I•'nnAf001
ACORQ, CERTIFICATE OF LIABILITY INSURANCE DAT12 wwtloll'YY1')
r OF A
STARW-I 07110106
PRooucER THIS CERTIFICATE IS ISSUED AS A MgTTER OF INFORMATION
ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE
ASC Insurance Agency, Inc. HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR
7900 International Drive ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
Orlando FL 32819
Phone; 407-370-0776 Pax:407-370-0931 INSURERS AFFORDING COVERAGE NAIC�!
INSURED INSURE:;A Wausau Insurance-
IN URER B:
Starwood Vacation Ownership INSURER C.
Attn. : Julie ffrenko
9002 San Marco Court INSURER❑
Orlando FL 32819
INSURER E
COVERAGES
F
CIES Of INGURANCE LISTED BELOW HAVE BEEN ISSUC-D 70 THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING
IREMENT,TERM OF CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR
AIN,THE INSURANCEAFFORDED BYTHE POLICIES DESCRIBED HFREIN IS SUBJECT TO ALL TI IE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH
AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
POLICY NUMBER CV EFL PO 1 Y ESP N
LTR N$ TYPE OF INSURANCE DATE MM/oD DATE MM/DDM' LIMITS
GENERAL LIABILITY EACH OCCURRENCE S
7C COMMERCIAL GENERAL LIABILITY
PREMISES(Eo oceurence S
CLAIMS MADE ❑OCCUR MED EXP(Any one parean)
PERSONAL&ADV INJURY S
GENERALAGGREGATE S
BENL AGGREGATE LIMB APPLIES PER: PRODUCTS•COMPfOP AGO $
POLICY PRO-
ECT LOG
AUTOMOBILE LDIBILIN COMBINED SINGLE LIMIT S
ANYAUTO (Ea a=d l)
ALL OWNED AUTOS
B00 INJURY
SCHEDULED AUTOS (Per pemanperson)
HIRED AUTO$ BODILY INJURY
NON-OWNED AUTOS - (Puawident) §
PROPERTYDAMAGE S
(PeruI;ddent)
GARAGE LIABILITY AUTO ONLY-EAACCIDENT S
ANY AUTO
OTHER THAN EA ACC Y
AUTO ONLY: AGG S
UCESS/UMBRELLA LIABILITY EACH OCCURRENCE S
OCCUR 17 CLAIMS MADE AGGREGATE $
S
DEDUCTIBI.E S
RETFNTION S =
WORKERS COMPENSATION AND TWC S_IAORY ER
A BMPLOYERS'LIABILIN ANY PROPRIE70RIPARTNER1ExECUTIVE WC,T291439750015 10/01/05 10/01/06 EL. EACHACCIDENT S1000000
OFFICER/MEMSEREXCLUOED? EL DISEASG,EAEMPLOYEE $1000000
If yB.S,de9G16C under
SPECIAL PROVISIONS nlew E.L.DISEASE-POLICY LIMIT $100000O
OTHER E`E lly"
DESCRIPTION OF OPERATIONS(LOCATIONS/VEHICLES!EXCLUSIONS ADDED BY ENCORSEMENT/SPECIAL PROVISIONS t—l"
*30 Days except 10 Days for Non-Payment of Prexmium
RE: WC Rancho Mirage, Inc. Lease term 7/1/06- 6/30/09 BY, DEPT, 4F AVIATION
CERTIFICATE HOLDER CANCELLATION
PAT.MC01 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE M(PIRATION
DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYSWRITTEN
City Of Palm Springs NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL
Palm Springs Int. AirpIMPOSE NO OBLIGATION OR ARBITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
rt
3400E Tahquita Canyonrayon way LI
Suite OFC REPRESENTATIVES.
Palm Springs CA 92262-6966 AUTHOR12Eq�ePR sExr IVE
ACORD 25(2001/08) �^^- (DACORD CORPORATION 1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s)-
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).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute.a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORN 25(2001108)
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CITY COUNCIL STAFF REPORT
DATE: JULY 26, 2006 CONSENT CALENDAR
SUBJECT: NON-EXCLUSIVE OPERATING & LEASE AGREEMENT WITH WVC
RANCHO MIRAGE, INC. FOR TERMINAL COUNTER PROMOTIONAL
SPACE
FROM: David H. Ready, City Manager
BY: Department of Aviation
I
SUMMARY
Airport staff is requesting approval for a non-exclusive operating and lease agreement
with WVC Rancho Mirage, Inc. for terminal counter promotional space within the airport
terminal.
RECOMMENDATION:
1. Approve Minute Order No. , approving Non-Exclusive Operating &
Lease Agreement for Terminal Counter Promotional Space with WVC Rancho
Mirage, Inc. effective July 1, 2006 and valid until June 30, 2009 with two (2)
one-year options.
2. Authorized the City Manager to execute all necessary documents, and the
two one-year options.
STAFF ANALYSIS:
The WVC Rancho Mirage (Westin) current terminal counter promotional space lease for
Terminal Counter Space #3 expired June 30, 2006. WVC Rancho Mirage requests a
new lease agreement for the existing Space #3 (70 sq. ft.) plus an additional 49 sq. ft.
that adjoins the current space. The rental rate was calculated based on the current
rental rate and adding an 18.06% five-year CPI adjustment. This translates into $404.78
per sq. ft. per annum. In addition, WVC Rancho Mirage will invest $18,760 in space
enhancements. These improvements correlate with the new Concession Program
Development Plan in providing the "Spa Resort" feel of a world-renowned resort --WVC
ITEM NO.
z . FL
City Council Staff Report
(July 26, 2006 -- Page 2)
(Westin Counter Agreement)
Rancho Mirage (Westin). The improvements will carry the feel of the concession plan to
the baggage claim area of the terminal and will serve to better immerse the traveling
public in a cohesive "America's Resortport" environment.
At its regularly scheduled meeting on July 5, 2006, the Airport Commission
recommended City Council approve the Non-exclusive Operating and Lease Agreement
For Terminal Counter Promotional Space with the WVC Rancho Mirage, Inc. effective
July 1, 2006 and valid until June 30, 2008 with two (2) one-year options.
(FISCAL IMPACT: Finance Director Review:
Airport revenue will increase by $24,168.72 per annum due to the CPI adjustment and
the increased square footage. The airport terminal will also receive $18,750-00 in
terminal counter capital improvements at no additional expense to the Airport.
David H. Ready, Ci y fJt Richard S. Walsh, A.A.E.
Director of Aviation
Attachments:
Minute Order
Lease Agreement
MINUTE ORDER NO.
APPROVE MINUTE ORDER NO. ,
APPROVING NON-EXCLUSIVE OPERATING
AND LEASE AGREEMENT FOR TERMINAL
COUNTER PROMOTIONAL SPACE WITH
WVC RANCHO MIRAGE, INC. EFFECTIVE
JULY 1, 2006 AND VALID UNTIL JUNE 30,
2009 WITH TWO (2) ONE-YEAR OPTIONS.
I, James Thompson, City Clerk of the City of Palm Springs, hereby certify that
this Minute Order Approving Non-Exclusive Operating and Lease Agreement for
Terminal Counter Promotional Space with WVC Rancho Mirage, Inc. effective
July 1, 2006 and valid until June 30, 2009 with two (2) one-year options adopted
by the City Council of the City of Palm Springs, California, in a meeting thereof
held on the 26th day of July, 2006
James Thompson, City Clerk
WVC RANCHO MIRAGE, INC.
NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT
FOR TERMINAL COUNTER PROMOTIONAL SPACE
AT PALM SPRINGS INTERNATIONAL AIRPORT
THIS LEASE ("Lease") is made and entered into''•this 1st day of July 2006, by and between the
CITY OF PALM SPRINGS, a charter city and California municipal corporation ("Landlord"), and WVC
Rancho Mirage, Inc., a California corporation ("Tenant"), Landlord and Tenant may hereinafter be
referred to individually as a "Party"and collectively as "Parties".
RECITALS
A. Tenant desires to lease and operate a promotional terminal counter space at Palm Springs
International Airport(Airport).
B. Landlord believes that travelers and visitors using the City's airport terminal would benefit from
the convenience and accessibility of such promotional space_
NOW THEREFORE, Landlord and Tenant mutually agree as follows:
AGREEMENT
Section 1. LEASE SUMMARY
Certain fundamental Lease provisions ate'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.
1.1 Demised Premises_ The "Demised Premises" shall refer to Terminal Counter Space #3
located in the airport terminal and more particularly described in Exhibit "A" attached
hereto.
1.2 Lease Commencement Date. The term of this Lease shall commence on July 1, 2006 and
shall terminate on June 30, 2009, unless extended as provided herein.
1.3 Extension Options. Two (2) one-year options.
1.4 Lease Rental Payments, $4,014.06 per month due on the first of each month. $48,168.72
per annum.
1.5 Security Deposit. $2,000.00
1.6 Use of Demised Premises. Demised Premises may be utilized for the display of
promotional material permitted under the City Zoning Ordinances of the City applicable to
the Demised Premises and the Airport Rules and Regulations.
u, ,� IT I i
1.7 Days/ Hours of Or)eration: .; ,even ys,00er week , a minimum of six (6) hours per day.
VNNC Rancho Mirage, Inc. Page 1 of 17
Nan-Exclusive Operating& Lease Agreement
Palm Springs International Airport
it
Section 2. TERM
2.1 Initial Term. The initial term of this Lease shall commence on the date specified in Section
1.2 ("Commencement Date") and shall continue for the period specified therein unless
earlier terminated as provided herein.
2-2 Option Term. Tenant is given the option(s) to extend the term on all of the provisions
contained in this Lease for the period specified in Section 1.3 ("Extension Options")
Section 3, RENTAL.
3.1 Monthly Rental. Tenant shall pay to Landlord, during the term of this Lease from and after
the Commencement Date as monthly rental for the Demised Premises the sum specified in
Section 1-4 hereof, which sum shall be paid in advance on the first day of each calendar
month. All rental to be paid by Tenant to Landlord shall be in lawful money of the United
States of America and shall be paid without deduction or offset, prior notice or demand at
the address designated in Section11.1Z hereof.
3.2 Additional Rental. For purposes of this Lease, all monetary obligations of Tenant under
this Lease, including, but not limited to, insurance premiums, property taxes, maintenance
expenses, late charges and utility costs shall be deemed additional rental.
3.3 Real Property Taxes. In addition to all rentals herein reserved, Tenant shall pay, at the
election of Landlord, either directly to the taxing authority or to Landlord, annual real estate
taxes and assessments levied upon the Demised Premises (including any possessory
interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in
substitution for, or in addition to, existing real property taxes. (Tenant specifically
acknowledges that the interest granted under this Lease may be subject to possessory
interest taxes.) Such amount shall be paid on the date that is twenty (20) days prior to the
delinquent date or, if Landlord receives the tax bill, ten (10) days after receipt of a copy of
the tax bill from Landlord, whichever is later. Even though the term of this Lease has
expired and Tenant has vacated the Demised Premises, when the final determination is
made of tenant's share of such taxes and assessments, Tenant shall immediately pay to
Landlord the amount of any additional sum owed.
3.4 Personal Property Taxes, during the term hereof Tenant shall pay prier to delinquency all
taxes assessed against and levied upon fixtures, furnishings, equipment and all other
personal property of tenant contained in the Demised Premises, and when possible tenant
shall cause said fixtures;,',furnishings,., quipment and other personal property to be
•.
assessed and billed separately from 1he;reai property of Landlord.
3.5 Utilities. All cost for water, gas, heat or electricity used in connection with the heating or air
conditioning furnished to the Demised Premises shall be paid by City. Tenant shall pay
before delinquency all charges for telephone service, trash removal and all other services
and utilities used in, upon, or about the Demised Premises by Tenant.
3.6 Late Payment. Tenant hereby acknowledges that late payment by Tenant to Landlord of
rental or other sums due hereunder will cause Landlord to incur costs not contemplated by
this Lease, the exact amount of which is extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting charges. Accordingly, any
payment of any sum to be paid by Tenant not paid within five (5) days of its due date shall
be subject to a five percent (5%) late charge- Landlord and Tenant agree that this late
VVVVC Rancho Mirage, Inc. Page 2 of 17
Nan-Exclusive Operating &Lease Agreement
Palm Springs International Airport
i
� charge represents a reasonable estimate of such costs and expenses and is fair
compensation to Landlord fpraits loss sv ff�F¢d by such late payment by Tenant.
7 .
3.7 Interest. Any sum to be paid pursuant Yo the terms of this Lease not paid when due shall
bear interest from and after the due date until paid at a rate equal to three percent (3%)
over the reference rate being charged by Bank of America, N.A. from time to time 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.
3.8 Security Deposit_ Tenant shall provide a security deposit in the amount specified in
Section 1.5 hereto. Said deposit shall be paid at the commencement of Lease Term.
Upon termination of this Lease and provided that all amounts due to the Landlord are paid,
and the Demised Premises has been returned to the Landlord in the same condition as
received by the Tenant, the deposit shall be returned to the Tenant. In the event fees are
not paid or if the Demised Premises are damaged, Landlord shall have the right, but not
the obligation to draw upon the deposit to cover said costs. Upon termination of this Lease
any balance of the deposit not drawn against shall be paid to the Tenant.
Section 4. USE OF THE PREMISES.
4_1 Permitted Uses. Promotional services displayed shall be limited to the Demised Premises.
No signs, posters or similar devices shall be erected or displayed by Tenant without prior
written approval of the Dirac or of,S,viatiorl Merchandise or services shall not be sold from
the Demised Premises. Tot
-DirA4&'9f, viaf6 i must approve the initial list of promotional
services displayed on or f rci the D'ei ij�ed Premises and any subsequent changes to the
list of promotional services displayed.
4.2 Operational Standards. The operations of the Tenant, its employees, invitees and those
doing business with it shall be conducted in an orderly and proper manner and so not to
annoy, disturb, or be offensive to others at the Airport. Tenant shall provide and its
employees shall wear or carry badges or other suitable means of identification. The
badges or means of identification shall be subject to the written approval of the Airport
Director. The Landlord shall have the right to object to Tenant regarding the demeanor,
conduct or appearance of Tenant's employees, invitees and those doing business with it,
whereupon Tenant will take steps necessary to remove the cause of objection.
Tenant shall select and appoint a manager for its operation within the Demised Premises.
Said person must be a qualified and experienced manager, vested with full power and
authority, and shall so inform Landlord in respect to the method, manner and conduct of
the operation at the Airport. The manager shall be available during regular business
hours and at all times during his/her absence, a subordinate shall be in charge and
available at the Demised Premises.
Tenant shall be responsible for the conduct, demeanor and appearance of its officers,
agents, employees and reps sentatives. Customer service personnel and attendants shall
be trained by Tenant to,r�rjY[ r,akh,igh�, eree of courteous and efficient service, and it shall
be the responsibility of the'ke dt too m �ntam close supervision over said personnel to
assure the rendering of a high stan�Iard of service to the public and the patrons of the
Counter concession. Upon objection from the Director of Aviation concerning the conduct,
demeanor or appearance of such persons, Operator shall take all steps necessary to
remove the cause of the objection.
1NWC Rancho Mirage, Inc. Page 3 of 17
Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
Tenant, its agents and employees shall conduct and maintain a friendly, cooperative,
though competitive relationship with its competitors operating in the Airport, Tenant shall
not engage in open, notorious and public disputes, disagreements or conflicts tending to
deteriorate the quality of service of its competitor or be incompatible to the best interest of
the public at the Airport. The Landlord shall have the right to resolve all such disputes,
disagreements, or conflicts and its determination shalt be final.
4.2 Compliance with Laws. Tenant shall, at its sole cost and expense, comply with all of the
requirements of all municipal, state, and federal authorities now in force or which may
hereafter be in force pertaining to the use of the Demised Premises, and shall faithfully
observe in said use all municipal ordinances, including, but not limited to, the General Plan
and zoning ordinances, state and federal statutes, or other governmental regulations now
in force or which shall hereinafter be in force.
Tenant shall not engage in any activity on or about the Demised Premises that violates any
Environmental Law, and shall promptly, at Tenant's sole cost and expense, take all
investigatory and/or remedial action required or ordered by any governmental agency or
Environmental Law for clean-up and, removal of any contamination involving any
Hazardous Material treater or directly or indirectly by Tenant. The term
"Environmental Law" shall mean an�4ederal, 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 M,; (iii) California Health and Safety Code Sections
25 100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California
Health and Safety Code Section 25249.5 at seq.; (v) California Health and Safety Code
Section 25359,7; (vi) California Health and Safety Code Section 25915; (vii) the Federal
Water Pollution Control Act, 33 U.S.C. Sections 1317 et Seq.; (viii) California Water Code
Section 1300 et seq.; and (ix) California Civil Code Section 3479 et seq., as such laws are
amended and the regulations and administrative codes applicable thereto. The term
"Hazardous Material" includes, without limitation, any material or substance which is (i)
defined or listed as a "hazardous waste", "extremely hazardous waste", "restrictive
hazardous waste" or "hazardous substance" or considered a waste, condition of pollution
or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or
fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to
cause cancer and/or reproductive toxicity- It is the intent of the parties hereto to construe
the terms "Hazardous Materials" and "Environmental Laws" in their broadest sense.
Tenant shall provide all notices required pursuant to the Safe Drinking Water and Toxic
Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.
Tenant shall provide prorrikwdifep,�nvt�ce.to Landlord of the existence of Hazardous
Substances on the prem(sqs end, all ;Oices of violation of the Environmental Laws
received by Tenant.
4.3 Operations for Benefit of Public. Tenant agrees to operate the Demised Premises for the
use and benefit of the public, to make available all Tenants' airport facilities to the public,
without discrimination on the ground s of sex, race, color or national origin. 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.
4.4 Public Facilities, Ingress. Egress and Quiet Enjoyment. Landlord agrees that Tenant,
upon payment of the rental hereunder and performing the covenants of the Lease, may
WWC Rancho Mirage, Inc. Page 4 of 17
Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
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I quietly have, hold and enjoy the Demised Premises during the term of the Lease, and that
Tenant shall have the non-exclusive right to use, in common with others, the public
facilities at the Airport and Tenant shall have a reasonable right of ingress to and egress
I From the Demised Premises and the public facilities for its employees, visitors and
customers. City shall provide parking at no cost for two (2) Tenant employee vehicles in
the Airport Employee Parking Lot.
4.5 Rules and Regulations. Tenant shall faithfully observe and comply with the any rules and
regulations that Landlord shall from time to time promulgate and/or modify. Any
amendment or modification of the Airport Rules and Regulations shall be binding upon the
Tenant upon delivery of a copy of such amendment or modification to Tenant. Landlord
shall not be responsible to Tenant for the nonperformance of any said rules and
j regulations by any other tenants ,or,,..gFgUpants. The Airport Rules and Regulations shall
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ilft apply and be enforced as to;allaenan,(s,rt�;the,Demised Premises on a uniform basis.
Section 5. ALTERATIONS AND REPAIRS.
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5.1 Improvements, Alterations and Fixtures_ Tenant shall not make or suffer to be made, any
i alterations or improvements to the Demised Premises, or any part thereof,without the prior
written consent of Landlord, and any alterations or improvements to the Demised
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 Landlord free
and clear of any liens or encumbrances. Tenant shall not in any event make any changes
to the exterior of the Demised Premises, if an An such alterations or improvements shall
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be in conformance with the requirement of all municipal, state, federal, and other
governmental authorities, including requirements pertaining to the health, welfare or safety
jof employees of the public and in conformance with reasonable rules and regulations of
Landlord. Landlord may require that any such alterations or improvements be removed
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prior to the expiration of the term hereof. Any removal of alterations or improvements or
furniture and trade fixture shall be at Tenant's expense and accomplished in a good and
workmanlike manner. Any damage occasioned by such removal shall be repaired at
Tenant's expense so that the Demised Premises can surrender in a good, clean and
sanitary condition as required by Section. 5.2 hereof. All fixtures, improvements and
appurtenances installed by Tenant shall conform with the requirements of all municipal,
state, federal, and govemtrl.enfal ,authorities including requirements pertaining to the
health,welfare, or safety of e t.ploy�e Pq'[he, 'ublic.
5.2 Maintenance and Repair. Tenant shall, subject to Landlord's obligations hereinafter
provided, at all times during the term hereof, and at Tenant's sole cost and expense, keep,
maintain and repair the Demised Premises and other improvements within the Demised
Premises in good and sanitary order, condition, and repair (except as hereinafter provided)
including without limitation, the maintenance and repair of any store front, doors, window
casements, glazing, heating and air conditioning system, plumbing, pipes, electrical wiring
and conduits. Tenant shall also at its sole cost and expense be responsible for any
alterations or improvements to the Demised Premises necessitated as a result of the
requirement of any municipal, state or federal authority. Tenant hereby waives all right to
make repairs at the expense of the State of California to make said repairs. By entering
into the Demised Premises, Tenant shall be deemed to have accepted the Demised
Premises as being in good and sanitary order, condition and repair, and Tenant agrees on
the last day of said term or sooner termination of this Lease to surrender the Demised
Premises with appurtenances, in the same condition as when received and in a good,
VVVVC Rancho Mirage, Inc. Page 5 of 17
Non-Exclusive Operating & Lease Agreement
Palm Springs International Airport
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clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of
God or by the elements excepted.
5.3 Free From Liens. Tenant shall keep the Demised Premises free from any liens arising out
of any work performed, material furnished, or obligation incurred by Tenant or alleged to
have been incurred by Tenant.
5.4 Construction Obli ations. 'T" ant`' )3 ee$uto construct the improvements to the extent
shown on the attached 'Exh`ibit ,"$"` iweidf, �t Tenant's sole cost and expense. The
Construction improvements referenced hereto will be completed no later than August 1,
2005.
5.5 Landlord's Reserved Rights.
(a) Airport Development and Safety. Landlord reserves the right to further develop or
improve the aircraft operating area of the Airport as it sees fit, and Landlord reserves the
right to take any action it considers necessary to protect the aerial approaches of the
Airport against obstruction, together with the right to prevent Tenant from erecting or
permitting to be erected any building or other structure of the Demised premises which, in
the opinion of Landlord, would limit the usefulness of the Airport or constitute a hazard to
aircraft.
(b) Right to Relocate Customer Service Counter. City reserves the right to relocate all of
the Customer Service Counter Space within the Terminal Building if required to ensure the
operational effectiveness of the Terminal Building and concourses and if City agrees to
reimburse such Relocation Costs to Concessionaire through Concession Fee credits_ Said
relocation shall be in order of original counter selection to an area of comparable size and
quality as is reasonably practicable. "Relocation Costs" shall mean the reasonable and
actual out-of-pocket expenses incurred by Concessionaire to move from the existing
assigned Customer ServicQiiOounte,r,,pgace to a substituted area (Substituted Premises)
and the unamortized cos o'fliatpntef' ervice counter improvements made by
concessionaire, if any, ;that cannot `tie relocated to the Substituted Premises. The
unamortized cast of the improvements shall be determined in accordance with Generally
Accepted Accounting Principles with a useful life not to exceed the term of the this
Agreement
Upon completion of such relocation, Concessionaire shall provide City with a statement
certified by a financial officer of Concessionaire: (1) setting out Concessionaire's
Relocation Costs; and (2) itemizing the improvements made by Concessionaire that cannot
be relocated to the Substituted Premises and showing the calculation of the unamortized
value of such improvements. Copies of invoices shall accompany said statement for such
Relocation Costs. City shall thereafter reimburse Concessionaire for such Relocation
Costs by crediting the Privilege Fee thereafter due until the Relocation Costs are
reimbursed.
(c) Lease to United States. During the time of war or national emergency, Landlord shall
have the right to lease the landing area or any part thereof to the United States
Government for military or naval use, and, if such lease is executed, the provisions of the
Lease insofar as they are inconsistent with the provisions of the Lease to the Government
shall be suspended and, in that event, a just and proportionate part of the rent hereunder
shall be abated, and the pe'ripq of such,closure shall be added to the term of this Lease so
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Non-Exclusive Operating &Lease Agreement
Palm Springs International Airport
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as to extend and postpone the expiration thereof unless the Tenant otherwise elects to
j terminate the Lease.
Section 6. INSURANCE AND INDEMNIFICATION-
6.1 Insurance. Prior to its ability to'access the Demised Premises, Tenant will provide City
with proof of insurance, at Tenant's sole cost and expense, to remain in full force and
I effect during the entire term of this Lease. The following policies of insurance shall be
maintained-
6.1.1 Workers' Compensation Insurance. Workers' Compensation Insurance in an
amount required by the laws of California and Employer's Liability Insurance in an amount
i not less that ONE MILLION DOLLARS ($1,000,000) combined single limit for all damages
arising from each accident or occupational disease-
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6.1.2 Commercial General Liability.Commercial General Liability Insurance written on a
per-occurrence and not a claims-made basis with a combined single limit of at least ONE
i MILLION DOLLARS ($1,000,000) bodily injury and property damage including coverages
for contractual liability, personal injury, independent contractors, broad form property
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damage, products and completed operations.
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I 6-1-3 Automobile Liability Insurance. A policy of comprehensive automobile liability
insurance written on a per-occurrence basis in an amount not less than ONE MILLION
I DOLLARS ($1,000,000) combined single limit covering all owned, non-owned, leased, and
hired vehicles used in connection with operations occurring on the Property.
6.1.4 Other Insurance; ch-dthk policies of insurance including, but not limited to,
casualty insurance, business interruption.insu ran ce, and fidelity insurance, as may be
required by the nature of operations-
I 6.1.5 General Provisions. All of the foregoing policies of insurance shall name the City
as an additional insured and shall be primary insurance and any insurance maintained by
City shall be excess and non-contributing. Each insurer of Tenant shall waive all rights of
I contribution and subrogation against City and its respective insurers. Each of such policies
of insurance shall name City and its affiliated entities, and their respective officers,
directors, agents, and employees (collectively, "City's Parties.") All policies of insurance
required to be obtained by Tenant hereunder shall be issued by insurance companies
authorized to do business in California and must be rated no less than A-, VII or better in
Beat's Insurance Guide. Prior to engaging in any operations hereunder, Tenant shall
deliver to City certificate(s) of insurance and original endorsements evidencing the
coverages specified above. Such policies shall not be cancelled or materially altered to the
detriment of City or Tenant without the insurer providing City with thirty (30) days' written
notice.
6.2 Indemnification by Tenant. Tenant shall indemnify, defend (with counsel designated by
City), protect and hold harmless City, City's Parties and the Releasing Parties from and
against any and all claims, demands, judgments, actions, damages, losses, penalties,
liabilities, costs and expenses (iricluding,.without limitation, attorney's fees and court costs)
arising at any time directlytal, from-or in connection with (i) any default in the
performance of any obligation"by;Tenanj'tdbe performed under the terms of this Lease, (H)
Tenant's use of the Demised Premises, or (id) the conduct of Tenant's business or any
activity, work or things done, permitted or suffered by Tenant in or about the Property,
MC Rancho Mirage, Inc. Page 7 of 17
Non-Exclusive Operating &Lease Agreement
Palm Springs International Airport
except to the extent caused by City's negligence or willful misconduct, The obligations of
Tenant under this Article 6 shall survive the expiration or earlier termination of this Lease,
Tenant, as a material part of the consideration to City, hereby assumes all risk of damage
to the Demised Premises, including, without limitation, injury to persons in, upon or about
the Demised Premises during Tenant's use of the Demised Premises. Tenant hereby
i waives all claims with respect thereof against City. City shall not be liable for any injury to
the Tenant, or injury to or death of any of Tenant's Parties, or injury to or death of any
other person in or about the Demised Premises from any cause except to the extent
caused by the negligence or willful misconduct of the City or the City's Parties.
I 6.3 Assumption of All Risks and Liabilities. Tenant assumes all risks and liabilities arising out
of any and all use of the Demised Premises by Tenant or Tenant's Parties.
Section 7. ABANDONMENT AND SURRENDER,
7A Abandonment. Tenant shall not vacate or abandon the Demised Premises at any time
during the term of this Lease; and if Tenant shall abandon, vacate or surrender the
Demised Premises or be dispossessed by process of law, or otherwise, any personal
property belonging to Tenant and left;on;the Demised Premises shall be deemed to be
abandoned, at the option Cqf 'Landlord,.,lexcept such property as may be mortgaged to
Landlord-
7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Tenant or a mutual
cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate
all provisions of existing lease- Tenant shall not assign or sublease.
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Section 8. DAMAGE AND DESTRUCTION OF DEMISED PREMISES In the event of (a) partial or
total destruction of the Demised Premises during the term of this Lease, which requires
repairs to the Demised Premises, or (b) the Demised Premises being declared unsafe or
i unfit for occupancy by any authorized public authority for any reason, which declaration
requires repairs to the Demised Premises, Tenant shall forthwith make said repairs. No
such damage or destruction (including any destruction necessary in order to make repairs
i required by any declaration made by any public authority) shall in any way annul or void
this Lease- Tenant shall promptly clean and remove all debris resulting from said damage
or destruction. Tenant shall take preliminary steps toward restoring the improvements with
thirty (30) days of the casualty and such improvements shall be restored within a
reasonable time thereafter. The Demised Premises shall be restored to the condition they
existed immediately before said casualty,
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Section 9, ASSIGNMENT.
Tenant shall not assign this Lease the Demised Premises, or an i g y interest therein. Any
assignment without the prior con
cbtisent of Landlord shall be void, shall constitute a
material breach of this Leaseand sh'al�jatlrhe')option of Landlord,terminate this Lease.
Section 10. ENCUMBRANCE.
10.1 This Lease, or any right to or interest in, or any of the improvements on the Demised
premises, may be encumbered with the written approval of Landlord. Any such approved
encumbrance shall be subject to the covenants, conditions and restrictions set forth herein
and to all rights of Landlord.
vWVC Rancho Mirage, Inc. Page 8 of 17
Non-Exclusive Operating &Lease Agreement
Palm Springs International Airport
10.2 Any encumbrance must be confined to the leasehold interest of Tenant and shall not affect
in any way the Landlord's interest in the land. The encumbrance shall provide that the
proceeds from fire or extended coverage insurance shall be used for the repair or
rebuilding of the leasehold improvements and not to repay any part of the outstanding
mortgage. Tenant agrees to furnish, as requested, any financial statements or analyses
pertinent to the encumbrance that Landlord may deem necessary to justify the amount,
purpose and terns of said encumbrance.
10.3 In the event of default by the Tenant of the terms of an approved encumbrance, the
encumbrancer may exercise any rights provided in such approved encumbrance provided
that, before any sale of the leasehold estate, whether by power of sale or foreclosure, the
encumbrancer shall give to Landlord notice of the same character as is required to be
given to Tenant by such encumbrancer pursuant to the loan documents and/or the laws of
the State of California and Landlord shall be given an additional thirty (30) days in which to
cure the default after the time for Tenant to cure has expired.
10.4 If an sale under the a `raved' encumbrance occurs, whether b y pti�, y power of sale or
foreclosure, and the purchaser at such sale is'the encumbrancer, the encumbrancer may
sell and assign the Lease without any Further consent of Landlord provided that the
assignee shall agree in such assumption by the assignee, the encumbrancer shall be
released from all future obligations of the Tenant under the Lease_ If a sale under the
approved encumbrance occurs, and the purchaser is a party other than the encumbrancer,
said purchaser, as successor in interest to the Tenant shall be bound by all the terms and
conditions of the Lease and the purchaser shall assume in writing the obligations of Tenant
hereunder.
10,6 If notice of such sale shall be given and the defaults or any of them upon which such notice
of sale is based shall then continue, Landlord shall have the right to correct such defaults
at any time prior to the date of sale or foreclosure, and to terminate such leasehold upon
paying to the encumbrancer the balance of the encumbrance as hereinafter defined.
10.6 "Balance of encumbrance" shall mean the amount of principal remaining unpaid on a note
secured by a trust deed or mortgage of an interest plus accrued and past due interest
thereon and expenses incurred by the lender in connection with foreclosure including by
not limited to, fire insurance premiums, title insurance expenses, recording fees, appraisal
fees, credit reports and any tax reporting services and additional expenditures paid by the
lender on additions, betterments and rehabilitations of improvements on the property
encumbered pursuant to, plans approved by landlord, which consent may not be
unreasonably withheld; ar sabther !e3>pi rpse - necessary to place the improvements in
marketable condition, such adjusted J'prjncipal to be paid in case or, at the option of
Landlord, amortized over the term and in accordance with the schedule set forth in said
note, the interest rate on the unpaid balance thereto to be as set forth in said note.
10.7 Landlord agrees to provide encumbrancer written notice of any default by Tenant under
this lease and an opportunity to cure at the time notice of such default is provided to
Tenant and give encumbrancer thirty (30) days to cure a monetary default or forty-five (45)
days to cure a non-monetary default cannot be cured within such period of forty-five days,
encumbrancer shall have a reasonable time to cure such default provided that
encumbrancer commences to cure within said. Forty-five days and diligently prosecutes
the cure to completion. Such period shall include the time to complete a foreclosure action
if encumbrancer needs to gain possession of the Demised Premises to cure said default by
Tenant.
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Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
Section 11. DEFAULT AND REMEDIES.
11.1 In the event of default by Tenant, including the expiration of any cure period, Landlord may
terminate Tenant's right to possession of the Site by any lawful means, in which case the
lease shall terminate.
11.2 Neither parry shall be deemed to be in default in the performance of any obligation
required to be performed by it hereunder unless and until it has failed to perform such
obligation within sixty (60) days after written notice by the other party specifying in
reasonable detail the nature and extent of any such failure; provided, however, that if the
nature of the obligation i$;,such_ that-,more than sixty (60) days are required for its
performance, then the party`sh'all da-bchtfeeined'te be in default if it shall commence such
performance within such sixty (130) day period and thereafter diligently prosecutes the
same to completion.
Section 12 ENFORCEMENT OF LAW
12.1 Governing Law. This Lease shall be governed by, interpreted under, and construed and
enforced in accordance with the laws of the State of California.
12,2 Compliance with Law. All services rendered hereunder shall be provided in accordance
with all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State, or local governmental agency having jurisdiction in effect at the time
service is rendered.
12.3 Waiver. The waiver of any breach of any provision hereunder by City or Tenant shall not
be deemed a waiver of any preceding or subsequent breach hereunder. No failure or
delay of any Party in the exercise of any right given hereunder shall constitute a waiver
thereof nor shall any partial exercise of any right preclude further exercise thereof.
12.4 Severabili . If any paragraph, section, sentence, clause or phrase contained in this
Lease shall become illegal, null or void, against public policy, or otherwise unenforceable,
for any reason, or held by apy court,p t competent jurisdiction to be illegal, null or void,
against public policy, or ot1 $rv�is8 'yejfprpelable, the remaining paragraphs, sections,
sentences, clauses or phraaes cgn(a)nedI Id-the Lease shall not be affected thereby.
12.5 Termination Prior to Expiration of Term. This Section shall govern any termination of this
Lease. The parties agree that if Tenant: (i) files a petition in bankruptcy, (ii) is adjudicated
bankrupt, (iii) if a petition in bankruptcy is filed against Tenant and not discharged within
thirty (30) days, (iv) if Tenant becomes insolvent or makes an assignment for the benefit of
its creditors or an arrangement pursuant to any bankruptcy law, or (v) if a receiver is
approached for Tenant or its business during the Term of this Lease, City may terminate
this Lease upon twenty-four(24) hours' written notice to Tenant.
12.6 Termination for Default. If termination is due to the failure of Tenant to fulfill its obligations
under this Lease, including but not limited to the provisions of Section 10 of this Lease,
City may give Tenant thirty (30) days' written notice of the termination and the reasons
therefore to Tenant. Tenant may be found to be in default for Tenant's failure to comply
with any term or condition of this Lease, to acquire and maintain all required insurance
policies, bonds, licenses, and permits, or failure to make satisfactory progress in
performing under this Lease. Upon termination under this provision, all goods, materials,
documents, data and reports prepared by Tenant under this Lease shall become the
WWC Rancho Mirage, Inc. Page 10 of 17
Non-Exclusive Operating & Lease Agreement
Palm Springs International Airport
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property and be delivered to the City on demand. The City may, upon termination of this
I Lease, procure, on terms and in the manner that it deems appropriate, materials or
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services to replace those under this Lease.
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I 12.7 Attorney's Fees. If either party to this Lease is required to initiate or defend or made a
party to any action or proceeding -in-any pay connected with this Lease, the prevailing
party in such action or prc c&_eding `mt;?bditipntto any other relief, which may be granted,
shall be entitled to reasonable attorney's fees and costs.
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Section 13, CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION.
13.1 Non-liability of Cily Officers and Employees.No officer or employee of the City shall be
personally liable to the Tenant, or any successor in interest, in the event of any default or
breach by the Gity or for any amount, which may become due to the Tenant or to its
i successor, or for breach of any obligation of the terms of this Lease.
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132 Conflict of Interest. No officer or employee of the City shall have any financial interest,
direct or indirect, in this Lease nor shall any such officer or employee participate in any
decision relating to the Lease which effects his financial interest or the financial interest of
any corporation, partnership or association in which he is, directly or indirectly, interested,
in violation of any State statute or regulation. Tenant warrants that it has not paid or given
and will not pay or give any third party any money or other consideration for obtaining this
Lease.
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13.3 Standard Covenant Against Discrimination. Tenant covenants that, by and for itself, its
heirs, executors, assigns, and all persons claiming under or through them, that there shall
be no discrimination against or segregation of, any person or group of persons on account
of race, color, creed, reli oll, sex,.lrnantaI status, national origin, or ancestry in the
performance of this Lea ye,?T�gnam{shaJke affirmative action to insure that applicants are
employed and that employees are treated,during employment without regard to their race,
color, creed, religion, sex, marital status, national origin, or ancestry.
13A Americans With Disabilities Act. In its operation of Demised Premises, Tenant shall
comply with the Americans with Disabilities Act and all federal regulations applicable under
the Act.
Section 14. FAA REQUIRED PROVISIONS.
14.1 Tenant, as a 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 Property or the Lease Areas 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.
14.2 This agreement is subject to the requirements of the U.S. Department of Transportation's
regulations, 49 CFR part 3. The concessionaire or contractor agrees that it will not
discriminate against any b4 esslowr6 it,becayse of the owner's race, color, national origin
or sex in connection with'¢ ti'e:awC�.i�� performance of any concession agreement,
V111NG Rancho Mirage, Inc. Page 11 of 17
Non-Exclusive Operating &Lease Agreement
Palm Springs International Airport
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I management contract, or subcontract;w,purbhase or lease agreement or other agreement
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covered by 49 CFR part 23.
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14.3 The concessionaire or contractor agrees to include the above statements in any
subsequent concession agreement or contract covered by 49 CFR part 23, that it enters
and causes those businesses to similarly include the statements in further agreements.
14A In the event of a breach of the covenants specified in Subsection 10.1 and 10.2 of this
I Lease, City shall have the right to terminate the Lease and to reenter and repossess the
i Lease Areas 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.
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10.5 Tenant shall furnish its services on a fair, equal, and not unjustly discriminatory basis to all
I 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 oruthe United States either or both Governments shall
have the right to judicially, ti LQice thisFPrPyjBion.
10.6 Tenant agrees that it shall insert the above five provisions in any agreement or contract by
which Tenant grants a right or privilege to any person, partnership, or corporation to render
services to the public on the Lease Areas pursuant to this Lease. Nothing in this provision
shall be construed as waiving any obligations or requirements of the Tenant pursuant to
Subsection 4.3 of this Lease or abrogate the rights of the City pursuant to such subsection.
I
10,7 The Lease shall be subordinate to the provisions and requirements of any existing or future
agreement between the City and the Untied States relative to the development, operation,
or maintenance of the Property_
10.8 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 Property or the exclusive or non-exclusive use of the
Property by the United States during a time of war or national emergency.
11.0 MISCELLANEOUS PROVISIONS
11.1 Headings. The headings of this Lease are for purposes of reference only and shall not
limit or define the meaning of the provisions of this Lease_
11.2 Counterparts. This Lease may besigneiJ iq any number of counterparts, each of which will
be deemed an original, but''MbL fwhich'.togetherwill constitute one instrument.
11.3 Labor_ Tenant shall give prompt notice to City of any actual or potential labor
dispute which delays or may delay performance of this Lease.
11.4 California Law. This Lease shall be construed and interpreted both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal
WWC Rancho Mirage, Inc. Page 12 of 17
Non-Exclusive Operating& Lease Agreement
Palm Springs International Airport
actions concerning any dispute, claim or matter arising out of or in relation to this Lease
shall be instituted in the Superior Court of the County of Riverside, State of California, or
any other appropriate court in such county, and Tenant covenants and agrees to submit to
the personal jurisdiction of such court in the event of such action_
11.5 Disputes. In the event of any dispute arising under this Lease, the injured party shall notify
the injuring party in writing of its contentions by submitting a claim therefore. The injured
party shall continue performing its obligations hereunder so long as the injuring party
commences to cure such default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (45) days after service of the notice, or
such longer period as may be permitted by the injured party; provided that if the default is
an immediate danger to the health, safety and general welfare, such immediate action may
be necessary_ Compliance with the provisions of this Section shall be a condition
precedent to termination of this Lease for cause and to any legal action, and such
compliance shall not be a waiver of any party's right to take legal action in the event that
the dispute is not cured, provided that nothing herein shall limit City's or the Tenant's right
to terminate this Lease with,vut causb,our�uahtto Subsection 8.5.
11.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this Lease, the rights and remedies of the parties are
cumulative and the exercise by either party of one or more of such rights or remedies shall
not preclude the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default by the other party.
11.7 Legal Action. In addition to any other rights or remedies, either party may take legal
action, in law or in equity, to cure, correct or remedy any default, to recover damages for
any default, to compel specific performance of this Lease, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Lease.
11.8 Reservation of City Rights. City reserves the right, but shall not be obligated to Tenant, to
maintain the Demised Premises and keep in good repair the Property or the Lease Areas.
The City further reserves the right to direct and control all activities of Tenant consistent
with the provisions of this Lease.
11.9 Interpretation. The terms of this Lease shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by reason of the
authorship of this Lease or any other rule of construction which might otherwise apply.
11.10 Integration; Amendment, Its'understood that there are no oral agreements between the
parties hereto affecting lhi5Le2$e'"a�l ;ljs Lease supersedes and cancels all previous
negotiations, arrangehlents, agreemen&s and understandings, if any, between the parties,
and none shall be used to interpret this Lease- This Lease may be amended at any time by
the mutual consent of the parties by an instrument in writing.
11.11 Corporate Authority. The persons executing this Lease on behalf of the parties hereto
warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Lease on behalf of said party, (iii) by so executing this Lease, such
party is formally bound to the provisions of this Lease, and (iv) the entering into this Lease
does not violate any provision of any other Lease to which said party is bound.
11.12 Notice.Any notice required or permitted to be given hereunder shall be in writing and
signed by the Party, officer or agent of the Party to whom it is to be sent, and shall be
WWC Rancho Mirage, Inc. Page 13 of 17
Non-Exclusive Operating& Lease Agreement
Palm Springs International Airport
either: (1) personally delivered to the Party to whom it is to be sent, or (2) sent via
overnight courier services, or (3) sent via certified or registered mail, return receipt
requested, postage prepaid to the respective addresses, or such other addresses as the
Parties may specify in writing:
To City: Palm Springs International Airport
Attn: Director of Aviation
3400 East Tahquitz Canyon Way, Suite OFC
Palm Springs, California 92262-6966
To Tenant: i,WV,C Rancho,Mirage, Inc-
Attn: David"Broderick, Sr. VP
71333 Dinah Shore Dr., Bldg 5
Rancho Mirage, CA 92270
WWC Rancho Mirage, Inc. Page 14 of 17
Non-Exclusive Operating &Lease Agreement
Palm Springs International Airport
„rraid,r;
I
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first
written above-
CITY OF PALM SPRINGS
ATTEST: a municipal corporaliun
By: By: 1
City Clerk City Manager
APPROVED AS TO FORM:
By:
City Attorney
CONTRACTOR: W WC Rancho Mirage,Inc Check one:_Individual—Partnership_Corporation
Corporations require two notarized signatures-one from each of the following: A.Chair a II •Pres de r, r any me Prey�dent•AND B.Secretary,
Assistant retap,Troesu ,Assistantlrcaso ,or Chief Financial Officer),
By-
b1A
Signature;j(notarized) Signature(notari ed)) /7 (' �
Name: Wrtillt� E. Q j1apC�l�C� Narnc: akAi5eJ �a . G)s L�Q.T�,>
Title;-5'f VA • t"Vkre Title: Y7u s ~ pkwkf
State of C State o£�i�
County of LLI �ss County of x:!{`)ssy
On`=,(a-5before me, T+LW e n 7`p0 19 e n On7 )! a(, beforc me Alfrm r� d Aer
personally appeared ,`•1Iawa 1"• Y7v+d2f'lrlc personally appeared- A Lh. U,n. ersonall
personally known to me(or proved to me on the basis of satisfactory known to me(or proved to me on basis of satisfactory evidence to be
evidence)to be the pcison(s)whose name(s)is/are subscribed to the the pemon(a)whose natne(s)is/am suhsontcd to the within instrument and
within instrument and acknowledged to me that he/she/thcy"coined acknowledged to me that h0sheJthcy executed the same in his/her/their
the same in hisher/their authorized capamty(ics), and that by authorized capacity(ics), and that by his/her/their signaturc(s) on the
his/her/lhcir signature(s) on the instrument the person(s), or the instrument the person(s),or the entity upon behalf of which the person(s)
entity upon behalf of which the person(s) acted, executed the acted.executed the instrument
mstrument. wrINESS my hand and official seal.
W IINESS my hand and official seal.
Notary Signature: �tl�� Notary Signature!
Notary Seal: Notary Seal:
KAREN J.t9td3011 Ar
Ct MMISOM 0 157/W ywlpp 1181R01!
N&ANY hitdc-Camomila
RlvarHde Ca1My Mo1arY Pt*ft-caow lYlt
MYCarrNn.EitplfM.1t114, -i_ RkvakbCa ft
,,:i" MlrCamm.FkplreeJut9.
VVWC Rancho Mirage, Inc. Page 15 of 17Y
Non-Exclusive Operating& Lease Agreement
Palm Springs International Airport
1
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first
written above.
r
CITY OF PALM SPRINGS
r ATTCST: a municipal corporation
I
I
I
I
I By: By:
I
I City Clerk " Crly Manager
I
I
I
I APPROWD AS TO FORM:
I
I
I
By:
i
City Attorney
i
i
I CONTRACTOR: W WC Rancho Mirage,Inc Check one:_Individual_Partnership_Corporation
Corporations require two notarized signatures;One from each of the fallowing A.Chairman of Board. President,or arry vice President,AND 5.Secretary,
Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer).
I
By: By:
Signature(notarized) Sig"M;Ir
Name: NaI
Title: Tide;
State of Stale ofl _�
County of )ss County of
On,___bcCorc me, On 7-i� hcforo me
personally appeared personally appeared e J personally
personally(mown to me(or proved to me on the basis oCsansfaclory, known to me(or proved to me on the basis of tisfactory evidence)to be
evidence)to be the person(s)whose namc(s)is/me subscribed to the the person(s)whose name(s)is/arc subscribed to the within insnument and
within instrument and acknowledged to me that he/sho/they executed acknowledged to me that he/she/they cxccuted the same in hislier/thmr
the same in hicPhedtham authorized capnerty(ies), and that by authorized capacity(ies), and that by his/horfthe(r signaturc(s) on the
his/hm/thou signawre(s) on the instrument the person(s), or the mstrumcnt the person(s),or the entity upon behalf of which the person(s)
entity upon behalf of which the person(s) acted, executed the acted,executed the instrument.
instrument. WITNESS my hand and official seal
WITNESS my hand lend official seal.
Notary Signature: Notary Signal um!
Notary Seal: Notary Seal:
HOSEMARIE WALLACE
Notary public,State of Florida
My comm expires June 24,2009
No DD420252
Bonded thruAshlon Agency,inc 00),151-4854
1NWC Rancho Mirage, Inc. Page 15 of 17
Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
Exhibit"A"
Terminal Counter Space#3
See Attached
WVVC Rancho Mirage, Inc. Page 16 of 17
Non-Exclusive operating & Lease Agreement
Palm Springs International Airport
Palm Springs International Airport
Westin Terminal Counter Space
Exhibit 'A"
Terminal Counter Space 0
Ti NOTE: SHADED AREA REPRESENTS LEASED SPACE
OF 119 SQUARE FEET. 17 x 7 SQ.FT.
0
_ 17
jYAa' '3
AREA OF BLOWUP
EXHIBIT"B"
Terminal Counter Space#3
Remodel
(Includes Timeline, Layout dimensions, Material & Cost Detail)
a 'i Ss ':T�'.�'.I„��", slab' I�"�y',+":t'i'Wh+ �' ��. +�1!�Ir,•1 y.
5P' - y'r J^...;r 1T •�Jh:r;�i,:,��,.r(�
,ro.
;d7r.
MalN� kgy'„ .i�rxAw•r,. i,�a�i;`$iF d
Y.Sdu=' ..`.ga6 >ri':'T•..n Mir •r
w�nry.vlu-orxr Irv,aRM...,.ary 000Tr. w.n
Pw1v 6vwrvc�
sZ �R V',1:"?hai�I:a� •`�1-,,,',+t,T,l;?u r�,w� 1�v, �� III
Name Arvron IHivwu'ro�vm,w %� Wulvw aw,�,u.w,�nµgN Ovbex 1
!w�vYgna� pux s�mxvv vlu
MAY 3.2OO4 ry,�2 w J Mw S.2006 a v-
WVVC Rancho Mirage, Inc. Page 17 of 17
Non-Exclusive Operating & Lease Agreement
Palm Springs International Airport tra i