HomeMy WebLinkAbout9/21/2011 - STAFF REPORTS - 00 Page 1 of 1
Cindy Berardi RECEIVED
T
OF PALM SPPII�'(
From: Steve Nichols [nichols.usa@gmail.com] 2011 SEP 20 PM 4: 19
Sent: Tuesday, September 20, 2011 1:02 PM }} F1���
To: CityClerk; Citymanager-Mail Login; Doug Holland; Steve Pougnet; Chri n�7 iddl Rick
Hutcheson
Subject: Palm Springs Historical Society: Lease& Funds Transfer
Attachments: Historical Society Memo 9-20-11.pdf; Exh A Hist Soc-City Agrmt 1966.pdf; Exh B Hist Soc-City
Agrmt 1991.pdf; Exh C Lease Draft 3-31-11.pdf
Please see attached memorandum and exhibits setting forth the Historical Society's perspective
and requests regarding:
1. Execution of the Lease negotiated earlier this year; and
2. Transfer of funds granted to the Society in 1986 by the McCallum Foundation.
We understand this matter is on your closed session agenda tomorrow.
Thank you.
Steve Nichols
For the Palm Springs Historical Society
9/20/2011
•. t
PALM SPRINGS I1JST(_,)RICNL SOCIETY
MEMORANDUM
To: David Ready, City Mgr.& Douglas Holland,,City Atty:, Palm Springs
From: Greg Hough, President&Steve Ntc rd Member
>
Ra: Lease agreement and funds transfer
Data: September 20,'2011
Following up on our meeting of September 8,we thought it would be helpful to summarize our
thoughts regarding the lease agreement and the transfer of,the Society's endowment funds. The
outcome we seek is two-fold:
t. That the Society and the City execute a lease agreement,on terms already essentially
negotiated and based on long-standing practice,for the Society's continued use of the
Adobe and the Cornelia White house on the Village Green for museum purposes;and
2. That the City transfer to the Society the funds the City received on the Society's behalf
from the McCallum Foundation,topgetherwith accrued interest(subject to the terms of
the original grant).
The salient facts are:
1. Since its founding in 1955 the Society has acquired and maintained historical materials
regarding the Palm Springs area and has exhibited these materials s for the benefit of the
public. Initially the Society operated as an auxilliary of the Palm Springs Library;but
more recently it has become a separate,nonprofit entity.
2. In 1986 the Society received a grant from the McCallum Foundation in the amount of
$250,000 to be invested for the purpose of generating funds to cover the Society's
operating expanses,with specific.reference to staffing costs.;As the Society,was,at that
time, operated under the oversight of the Library Board,the grant was received on the
Society's behalf by the City,and placed in a'trust fund for the Society's benefit:
1 In that same year, 1986,the Cityand the Society entered into`a five-year Agreement(See
Exhibit A)regarding the Society's operation of museums owned by the City(the Adobe
and the Cornelia White House)on the Village Green. Pursuant to the Agreement the City'
assumed responsibility for uti ifies,interior and exterior structural repairs and
maintenance,and landscaping. The Society agreed to be responsible for cleaning and
routine maintenance of the interior of the buildings and for maintenance of the displays
and exhibits for the public's benefit. Of course,the Society is also responsible for
operating and staffing the museums and for acquiring and maintaining an extensive
collection of historical documents,.photographs and artifacts. Income from the McCallum
grant fund has been used over the years to help defray the costs for which the Society is
responsible under the Agreement.
4. In 1991,the City-Sociaty Agreement was renewed for another term,with no change to
the provisions of the 1986 Agreement. (See Exhibit B)
POST OFFICE BOX 1498.221 SOUTH PALM CANYON CRIME-PALM SPRINGS,CALIFORNIA..92263
TEL.(760)323-8297-FAX.(760)320-2561-~..paimspringshistoricaisouet}!org
5. In 2006 the Society was incorporated as a non-profit,public benefit corporation,and
thereby became a separate entity,independent of the City. In that year the City and the
Society entered into discussions for an agreement that would supplant the 1991
Agreement.
6. In March of 2011 the City and the Society negotiated a Lease Agreement incorporating
essentially the some allocation of responsibilities contained in the earlier agreements.
The essential terms have been agreed upon, but the lease remains to be executed by
both parties. (See Exhibit C)
7. There have been a number of discussions with the City since the Society's incorporation
In which the parties agreed that,given the Society's independent status,it is now
appropriate to transfer the McCallum grant monies to the Society, so that,consistent with
the terms of the original grant,the Society may continue to apply income from its
investment of these funds toward its operating expenses. The transfer of funds has not
yet been completed.
In view of the foregoing facts,we urge the City to(1)complete the transfer to the Society of the
McCallum Grant funds and(2)finalize the lease. The funds would be accepted by the Society
subject to the terms of the original grant. With regard to the lease that has been negotiated,no
change in the existing allocation of maintenance responsibilities between the parties is
contemplated. The Agreements of 1986 and 1991 have served the parties well,and there s been
no change in circumstances that would warrant changing the essential terms of that
arrangement.
2
/ AGREEMENT
THIS AGREEMENT, is made and entered into this 21st day of January 1986 ,
by and between the City of Palm Springs, a municipal corporation, here-
in-after referred to as the City , and the Palm Springs Historical Soci-
ety , an auxiliary of the City of Palm Springs Board of Library Trustees.
WITNESSETH:
WHEREAS The City of Palm Springs is the owner of certain premises and
improvements located at 221 and 223 South Palm Canyon Drive, which
said premises are part of the "Village Green" complex ; and
WHEREAS The City desires that these properties be maintained as an
historical museum and as a restored historic home by the Palm Springs
Historical Society ; and
WHEREAS The Palm Springs Historical Society has operated similar sites
and sponsored related programs for the City since 1955;
NOW THEREFORE The City in consideration of the covenants herein contain-
ed does grant use and occupancy of the aforementioned premises and
improvements to the Palm Springs Historical Society UPON THE FOLLOWING
TERMS AND CONDITIONS:
1 . TERM - This Agreement shall be for a term of five (5) consecu-
tive years commencing on January 21 , 1986 , and terminating
on January 20, 1991 .
2. RENTAL - In return for custodial care of the aforementioned
premises and improvements by the Palm Springs Historical Soci-
ety , no rental fees shall be charged to the Society during
the term of this Agreement .
3. RENEWAL - The Palm Springs Historical Society shall submit
to the City Council , in writing, at least ninety (90) days
prior to the termination of the Agreement, a statement of
intent to renew. Renewal of this Agreement shall be subject
to the approval of the City Council .
4. REPSONSIBILITIES OF THE PALM SPRINGS HISTORICAL SOCIETY -
During the term of this Agreement the Palm Springs Historical
Society shall provide the resources necessary to :
a• Operate the Historical Society Musuem and the restored
home of Cornelia White at least twenty (20) hours per
week for public visits from October through May of
each year ;
b. Provide all necessary staffing, Janitorial services ,
interior painting and exhibit insurance for these facil-
ities;
c. Secure and display significant historic collections
of photographs , furniture, books, and other materials
which accurately portray the historic development of
the City of Palm Springs;
,January 21 , 1986
-AGREEMENT - City of Palm Springs and
and Palm Springs Historical Society
d• Promote the public use of these facilities through local
and appropriate regional media.
5. RESPONSIBILITIES OF THE CITY - During the term of this Agreement
the City, through its appropriate agencies, shall provide the
resources necessary to:
a. Supply all reasonably required utilities to the afore-
mentioned premises;
b. Repair interior and exterior damage and/or breakage to
said premises and the structural contents thereof (not
to include interior painting or damage to exhibit mater-
ials);
c. Maintain all exterior plants, shrubs, and grass in the
Village Green Park which surrounds said premises ;
d. Provide and maintain burglary and fire protection equip-
ment at said premises ;
e. Secure fire and liability insurance or self insurance
covering acciden� and/or injury occuring at said premises.
6. ACCOUNTING OF FUNDS - The City 's Library Fund may be used to
hold and disburse monies which have been raised by the Histori-
cal Society for the purpose of fulfilling the responsibilities
delineated in Section 4 of this Agreement . However, under
no circumstances will revenues generated for library allocations
be used towards the operation of or the purchases for Historical
Society facilities.
7 . TERMINATION OF AGREEMENT - This Agreement may be terminated
prior to January 20, 1991 , upon the independent incorporation
of the Palm Springs Historical Society or through the formal
disestablishment of said body , or by the City Council in it 's
sole discretion, upon ninety (90) days written notice to said
body .
IN WITNESS WHEREOF the parties have executed this Agreement on the
day and year first written above.
ATTEST: CITY OF PALM SPRING, CALIFORNIA:
BY
City Clerk Cit Manager V
REVIEWED AND APPROVED:
m
APPROVED AS TO BY 1"«:l:r ' G fy _ a
11 _ President , Palm S rings
Attamay Historical Society
BY 4d� y� 13.
Q m
Date 6 V'rsid6fit , Palm Springs Public
Library Board of TrusrPPq
AGREEMENT
THIS AGREEMENT is made and entered into this 21st day of January, 1991. by and
between the City of Palm Springs, a municipal corporation. hereinafter referred to as
the City, and the Palm Springs Historical Society, an auxiliary of the City Of Palm
Springs Board of Library Trustees.
WITNESSETH:
WHEREAS the City of Palm Springs is the owner of certain premises and
improvements located at 221 and 223 South Palm Canyon Drive, which said premises
am pan of The Village Grace complex; and
WHEREAS the City desires that these properties be maintained as an historical
museum and as a restored historic home by the Palm Springs Historical Society; and
WHEREAS the Palm Springs Historical Society has operated similar sites and
sponsored related programs for the City since 1955;
NOW THEREFORE the City in consideration of the covenants herein contained does
grant use and occupancy of the aforementioned promises and improvements to the
Palm Springs Historical Society UPON THE FOLLOWING TERMS AND CONDITIONS:
1. TERM - This Agreement shall be for a term of five (5) consecutive years
commencing on January 21, 1991, and terminating on January 20, 1996.
2. RENTAL - In return for custodial care of the aforementioned premises
and improvements by the Palm Springs Historical Society. no rental fees
shall be charged to the Society during the term of this Agreement.
3. RENEWAL - The Palm Springs Historical Society shall submit to the City
Council, in writing, at least ninety (90) days prior to the termination of
the Agmement, a statement of intent to renew. Renewal of this Agree-
ment shall be subject to the approval of the City Council'
4. RESPONSIBILITIES OF THE PALM SPRINGS HISTORICAL SOCIETY
During the term of this Agreement the Palm. Springs Historical Society
shall provide the resources necessary to:
a. Operate the Historical Society Museum and the restored home of
Cornelia White at least twenty (20) hours per week for public
visits from October through May of each year;
b. Provide all necessary staffing, janitorial services, interior
painting and exhibit insurance for these facilities;
C. Secure and display significant historic collections of photo-
graphs, furniture, books, and other materials which accurately
portray the historic development of the City of Palm Springs;
d. Promote the public use of Luse facilities through local and
appropriate regional media.
5. RESPONSIBILITIES OF THE CITY
During the term of this Agreement, the City, through its appropriate
agencies, shall provide the resources necessary to:
a. Supply all reasonably required utilities to the aforementioned
premises;
b. Repair interior and exterior derange and/or breakage to said
premises and the structural contents thereof (not to include
interior painting or damage to exhibit materials);
C. Maintain all exterior plants, shrubs, and grass in The Village
Green park which surrounds said promises,
d. Provide and maintain security door locks and fire protection
equipment at said premises;
o. Secure fire and liability insurance or self insurance covering
accident and/or injury occurring at said promises.
6. ASSIGNMENTS AND SUBLETTING
The premises shall be used for no other purpose than as above specified
without the written consent of Lessor, and Lessee shall not sublet the pro-
mises or any part thereof. nor assign not hypothecate this lease nor
any rights therein nor In the leasehold premises without such written
consent being first obtained. Any subletting, assignment or hypothecation
without such written consent shall be void and shall be cause for cancellation
of this lease by Lessor at its option.
7. ALTERATIONS
Lessee agrees not to make or allow to be made any change, alteration or addi-
tion to or is any of the promises or improvements without first obtaining
written consent of Lessor. All such alterations shall be made by Lessee at
its own expense and Lessor shall be held hatmless from any costs or liens
as a result of such altaations or Improvements.
S. DEFAULT
Should default be made by Lessee in performance of the agreements and
covenants herein contained. It shall be lawful for Lessor at its option to
declare the tam of this Less@ ended and to re-enter the demised premises
or any pan thereof. and to expel or remove Lessee or any other person
who may be upon the demised premises, together with all goods and
chattels found therein, and to repossess and enjoy said promises again as
in its former estate. If at any time said term shall be ended at the election
of Lessor as aforesaid, or in any other way, Lessee hereby covenants and
agrees to surrender and deliver up the demised promises to lessor immedi-
ately upon such termination. -
9. ACCESS
Employees of the City may enter the leased premises at any and all times for
the conduct of municipal business or to inspect the premises for compliance
With the municipal code and other applicable laws, or In response to an
emergency situation that imperils life, limb or property.
10. ACCOUNTING OF FUNDS
The City's General Fund may be used to hold and disburse monies from the
McCallum Trust Fund which have b@ea raised by the Historical Society for
the purpose of fulfilling the responsibilities delineated in Section 4 of
this agreement. However, under no circumstances will revenues generated
for library allocations be used towards the operation of or the purchases
for Historical Society facilities.
It. TERMINATION OF AGREEMENT
This Agreement may be terminated prior to January 20. 1996. upon the inde-
pendent incorporation of sea Palm Springs Historical Society or through the
formal disestablishmem of sold body, or by the City Council in Its sole discre-
tion. upon nicety (90) days written notice to the Palm Springs Historical
Society.
IN WITNESS WHEREOF the parties have executed this Agreement on the day and year
first written above.
ATE`• CITY OF PALM SPRINGS.CALIFORNIA
'7fi1y Clerk ,tar;�.l City manager
,,po
REVIEWED AND APPROVED: BY: CEu
BY: �P�qraz��so�t�,���Pa//1m��3 rings Historic ociely
Vwatw.J_J.
President, Board of Library Trustees
APPROVED BY THE Crry COUNCIL
BY5RW. 7O
too '�Si
I
LEASE
By and Between
THE CITY OF PALM SPRINGS—A California Municipal Corporation
And
Palm Springs Historical Society—A California Public Benefit Corporation
IRV#21100 vl
i
LEASE
THIS LEASE ("lease'D is made and entered into day of 2011, by
and between the CITY OF PALM SPRINGS, a California municipal corporation (referred to
variously as "Landlord"or"City"), and the Palm Springs Historical Society, a California Public
Benefit Corporation("Tenant").
RECITALS
A. WHEREAS Palm Springs Historical Society ("Tenant") is a California Public benefit
corporation,serving tourists and visitors to Palm Springs since 1956; and
B. WHEREAS the City of Palm Springs ("City") owns the property located at the"Village
Green", 221 and 223 South Palm Canyon Drive in Palm Springs, California
("Facilities"). The Facilities are commonly known as the Palm Springs Historical
Society McCallum Adobe Museum at 221 South Palm Canyon Drive and the restored
home of Cornelia White ("The Cornelia White House") at 223 South Palm Canyon
Drive; and
C. WHEREAS the City desires that the Facilities continue to be maintained and operated as
a historical museum and as a restored historic home by the Palm Springs Historical
Society; and
D. WHEREAS the proposed continued use of the Facilities by Tenant will benefit the City
by, among other things, providing historical education and displaying significant historic
collections which accurately portray the historic development of the City of Palm
Springs. .
NOW THEREFORE, in consideration of the above Recitals and mutual promises of the j
Parties hereafter set forth,Landlord and Tenant do hereby agree as follows:
1.0 LEASE SUMMARY. Certain fundamental Lease provisions are presented in this
Section and represent the agreement of the parties hereto, subject to finthei definition and
elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any
conflict between any fundamental Lease provision and the balance of this Lease, the latter shall
control. References to specific Sections are for convenience only and designate some of the
Sections where references to the particular fundamental Lease provisions may appear.
1.1 Premises. The "Premises" shall refer to that certain real property located in
the County of Riverside, State of California, as depicted in the Legal Description Of The
Premises attached as Exhibit"A"hereof and on the Plot Plan attached as Exhibit"B-1"hereof.
The Premises shall be exclusively used by the Palm Springs Historical Society.
1.2 Lease Commencement Date. The Lease shall commence 2011
and shall end on ,2016.
IRV 421100 vl _1_
1.3 Extension Options. One(1)option for a term of five(5) years.
1.4 Rental. Tenant agrees to pay to the City as rental for said Premises the sum
of One Dollar ($1.00) per year, fast payment payable on the date of execution of this lease
agreement, and thereafter on the 15s' day of January of each succeeding year. Landlord agrees
to pay promptly all continuing (not installation) charges against the leased premises for public
utilities, including but not limited to the electricity, waste disposal, gas, water, telephone
(excluding long-distance phone calls) and security alarm. Landlord agrees at its expense to
keep the surrounding garden, walks and lawn in good condition.
1.5 Security Deposit. N/A
1.6 Use of Premises. Premises shall be used as a Museum and for display of
historic collections of photographs, furniture, books and other materials which accurately
portray the historic development of Palm Springs. Tenant shall make good faith efforts to
coordinate usage of the Premises with the City.
1.7 Tenant's Address for Notices.
Palm Springs Historical Society, a California public benefit corporation
221 South Palm Canyon Drive
P.O. Box 1498
Palm Springs, CA 92263
Telephone: 760-323-8297
With a copy to:
City of Palm Springs
David H. Ready, Esq.,Ph.D., City Manager
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
IRV#21100 vt -2- _
2.0 TERM.
I
2.1 Term. The term of this Lease shall commence on the date specified in
Section 1.2 ("Commencement Date") and shall continue for the period specified therein unless
earlier terminated as provided herein.
2.2 Extension Option. Tenant is hereby granted option to extend this Lease on
the same terms and conditions for one (1) additional five(5) year period after the original term
expires by giving the Landlord written notice of its intention to do so at least ninety (90) days
prior to the date that the original term expires.
2.3 Termination By Landlord. Landlord shall have the right to terminate this
Lease effective on any anniversary of the Commencement Date, with or without cause, by
providing Tenant with at least six (6) months' advance written notice. If Landlord terminates
this Lease as provided in this Section, Tenant hereby waives any right to receive any other
compensation from Landlord, including, but not limited to, the value of Tenant's leasehold
interest, loss of goodwill and relocation benefits,inverse condemnation or the taking of property
and Landlord shall have no obligation to pay Tenant therefore.
3.0 RENTAL.
3.1 Annual Rental. Tenant shall pay to Landlord, during the term of this Lease
from and after the Commencement Date as annual rental ("Rental") for the Premises the sum
specified in Section 1.3 hereof. All rental to be paid by Tenant to Landlord shall be in lawful
money of the United States of America and shall be paid without deduction or offset, prior
notice or demand at the address designated in Section 12.10 hereof.
3.2 Personal Prop Taxes. During the term hereof Tenant shall pay prior to
delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all
other personal property belonging to Tenant contained in the Premises, and when possible
Tenant shall cause said fixtures, furnishings, equipment and other personal property to be
assessed and billed separately from the real property of Landlord.
4.0 USE OF THE PREMISES.
4.1 Permitted Use. The Landlord hereby leases to Tenant and Tenant hires from
Landlord the exclusive use of the Premises, with improvements as defined herein, for the
purpose of conducting thereon only the use specified in Section 1.5 of this Lease.
4.2 Prohibited Uses. Tenant shall not sell or permit to be kept, displayed or sold
in or about the exclusive Premises (a) pornographic or sexually explicit books, magazines,
literature, films or other printed material, sexual paraphernalia, or other material 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.
utvm1100vi -3-
I
4.3 Compliance with Laws. Tenant shall, at his sole cost and expense, comply
with all of the requirements of all municipal, state and federal authorities now in force or which
may hereafter be in force pertaining to the use of the Premises and shall faithfully observe in
said use all municipal ordinances, including, but not limited to, the General Plan and zoning
ordinances, state and federal statutes, or other governmental regulations now in force or which
shall hereinafter be in force. Tenant's violation of law shall constitute an incurable default
under this Lease. The judgment of any court of competent jurisdiction, or the admission of
Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not,
that Tenant has violated any such order or statute in said use, shall be conclusive of that fact as
between the Landlord and Tenant.
Tenant shall not engage in any activity on or about the Premises that violates any.
Environmental Law, and shall promptly, at Tenant's sole cost and expense, take all investigatory
and/or remedial action required or ordered by any governmental agency or Environmental Law
for clean-up and removal of any contamination involving any Hazardous Material created or
caused directly or indirectly by Tenant. The term"Environmental Law" shall mean any federal,
state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the
environmental conditions on, under or about the Premises, including, without limitation, (i) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), 42 U.S.C. Sections 9601 et seq.; (ii)the Resource Conservation and Recovery Act
of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code
Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of I986,
California Health and Safety Code Section 25249.5 et seq.; (v) California Health and Safety
Code Section 25359.7; (vi) California Health and Safety Code Section 25915; (vii) the Federal
Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code
Section 1300 et seq.; and (ix) California Civil Code Section 3479 et seq., as such laws are
amended and the regulations and administrative codes applicable thereto. The term "Hazardous
Material" includes, without limitation, any material or substance which is (i) defined or listed as
a"hazardous waste", "extremely hazardous waste", "restrictive hazardous waste" or"hazardous
substance" or considered a waste, condition of pollution or nuisance under., the Environmental
Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv)
substances known by the State of California to cause cancer and/or reproductive toxicity. It is
the intent of the parties hereto to construe the terms "Hazardous Materials" and "Environmental
Laws" in their broadest sense. Tenant shall provide all notices required pursuant to the Safe
Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section
25249.5 et seq. Tenant shall provide prompt written notice to Landlord of the existence of
Hazardous Substances on the premises and all notices of violation of the Environmental Laws
received by Tenant.
4.4 Signs. Tenant shall have the right to place a sign at the entrance to the
Premises in accordance with the City's Zoning Code pertaining to signs, and shall not place or
permit to be placed any sign that is not in compliance with the sign ordinance of the Landlord
upon the exterior or in the windows of the Premises. Any sign not constructed in accordance
therewith shall be immediately removed by Tenant and, if said sign is not removed by Tenant
within ten (10) days of written notice from Landlord to Tenant, then Landlord may remove and
destroy said sign without Tenants approval.
IRV#211 DO A
_4_
i
4.5 Parking and Common Areas. During the term of this Lease and any extension
thereof, Landlord gives to Tenant for the use and benefit of Tenant, its agents, employees,
customers, licensees and subtenants a non-exclusive license in common with Landlord and
other present and future owners and tenants of the Property and their agents, employees,
customers, licensees and subtenants; and others authorized by Landlord to use the automobile
parking areas, roadways, walkways, landscaped areas, service areas, of the Property for ingress,
egress and automobile parking, provided that the condemnation or other taking by any public
authority, or sale in lieu of condemnation, of any or all of such parking and common areas shall
not constitute a violation of this covenant. Nothing herein contained shall be deemed to prevent
Landlord from using or authorizing others to use said parking and common areas.
4.6 Hours of Business. The Cornelia White House and McCallum Adobe
Museum will be open to the public from the second Friday of October to the last Sunday of May
with the following hours: Wednesday and Sunday 12:00 p.m to 3:00 p.m., Thursday through
Saturday 10:00 a.m. to 4:00 pm. and closed on Monday and Tuesday. Subject to the provisions
of Section 8.0 hereof, Tenant shall continuously during the entire term hereof conduct and carry
on Tenants business in the Premises and shall keep the Premises open for business and cause
Tenant's business to be conducted therein during the usual business hours of each and every
business day. If scheduling patterns may substantially change and in that event, Tenant shall
report those changes to the City in writing. This provision shall not apply if the Premises
should be closed and the business of Tenant temporarily discontinued therein on account of
strikes, lockouts, or similar causes beyond the reasonable control of Tenant including weather,
traffic delays,border delays, equipment failures.
4.7 Charitable Leases. The provisions of this Section are required by Resolution
No. 14527 of the City Council.. Tenant hereby represents and warrants to Landlord that Tenant
is exempt from federal income taxation pursuant to Internal Revenue Code Sections 501(c) (1)
and/or 501(c) (3) and that Tenant's use of the Premises as specified in Section 1.8 is a tax
exempt function. Tenant hereby acknowledges that the Annual Rent is below fair market rental
rates.. Prior to the execution of this Lease, Tenant has provided Landlord with a proposed
program for which the Tenant intends to use the Premises ("Program"). On each anniversary of
the Commencement Date, Tenant shall submit to Landlord a report, in a form and content
satisfactory to Landlord, setting forth Tenant's progress in meeting the provisions of the
program during that year. If Landlord is not satisfied with the Tenant's performance, Landlord
may terminate this Lease upon thirty(30)days'advance written notice to Tenant or increase the
Annual Rent to the fair market.rental for the Premises. If Landlord elects to terminate this
Lease as provided in this Section, Tenant hereby waives any right to receive any other
compensation from Landlord, including, but not limited to, the value of Tenant's leasehold
interest, loss of goodwill, relocation benefits, inverse condemnation, or the taking of property
and Landlord shall have no obligation to pay Tenant therefore. In the event that Tenant ceases
to be a tax-exempt organization or the use is no longer a tax-exempt function, Rent shall be due j
at the fair market value from the date Tenant is no longer a tax-exempt or from the date the use
is no longer a tax-exempt function,whichever occurs first.
4.8 Rules and Regulations. Tenant shall faithfully observe and comply with the
rules and regulations that Landlord shall from time to time promulgate and/or modify. The
rules and regulations,if any,are attached hereto as Exhibit"D"("Rules and Regulations"). Any
ntvw21100vi 5
amendment or modification of the Rules and Regulations shall be binding upon the Tenant upon
delivery of a copy of such amendment or modification to Tenant.
5.0 ALTERATIONS AND REPAIRS.
5.1 Alterations and Fixtures. Any expansion, amendment, or alteration of the
Premises shall be in conformance with the requirements of all municipal, state, federal, and
other governmental authorities, including requirements pertaining to the health, welfare or
safety of employees or the public and in conformance with reasonable rules and regulations of
Landlord. Landlord may require that any such alterations be removed prior to the expiration of
the term hereof. Any removal of alterations or furniture and trade fixtures shall be at Tenant's
expense and accomplished in a good and workmanlike manner. Any damage occasioned by
such removal shall be repaired at Tenants expense so that the Premises can be surrendered in a
good, clean and sanitary condition as required by Section 5.2 hereof. Any and all fixtures and
appurtenances installed by Tenant shall conform with the requirements of all municipal, state,
federal, and governmental authorities including requirements pertaining to the health, welfare,
or safety of employees or the public.
5.2 Maintenance and Repair. The premises are accepted by Tenant in their
present condition, and Tenant will at all times keep the interior of the museums and the
premises neat, clean and in a sanitary condition. Landlord, at its expense shall (i) repair and
maintain the mechanical equipment, (ii) maintain the outside walls, roof and foundation of the
buildings in a reasonable condition and (iii) plan and maintain all landscaping on the premises,
including, without limitation, all plants, sprinkler systems and replacements thereof. Tenant, at
its expense, shall make all other airs and maintain the remises in as good
repairs p g repair as they now
are or may be hereafter. Tenant shall notify Landlord of necessary maintenance and repairs.. By
entering,into the Premises, Tenant shall be deemed to have accepted the Premises as being in
and Tenant agrees on.the last day of said term or
good and sanitary order, condition and repair,
sooner termination of this Lease to surrender the Premises with appurtenances; in the same
condition as when received and in a good,clean and sanitary condition,reasonable use and wear
thereof and damage by fire,act of God or by the elements excepted.
5.3 Free from Liens. During the period of construction and thereafter Tenant
shall keep the Premises free from any liens arising out of any work performed, material
furnished, or obligation incurred by Tenant or alleged to have been incurred by Tenant. Upon
completion of construction of the improvements Tenant shall assure that lien releases are
obtained for all mechanics liens.
6.0 INSURANCE AND INDEMNIFICATION.
6.1 Insurance Provided by Landlord. Landlord shall maintain fire and extended
coverage insurance throughout the term of this Lease in an amount equal to at least ninety
percent(90%) of the replacement value of the Tenant's building on the Premises,together with
such other insurance, coverages and endorsements as may be required by Landlord's lender, or
as Landlord may determine in its sole discretion. Tenant hereby waives any right of recovery
from Landlord, its officers and employees, and Landlord hereby waives any right of loss or
utvn21100vi
-6-
t
damage(including consequential loss)resulting from any of the perils insured against as a result
of said insurance.
6.2 Insurance Provided by Tenant.
(a) Tenant to Provide Personal Property Insurance. Tenant,at its expense,
shall maintain fire and extended coverage insurance written on a per occurrence basis on
its trade fixtures, equipment, personal property and inventory within the Premises from
loss or damage to the extent of their full replacement value.
(b) Tenant to Provide Liability Insurance. During the entire term of this
Lease, the Tenant shall, at the Tenants sole cost and expense, but for the mutual benefit
of Landlord and Tenant, maintain comprehensive general liability insurance insuring
against claims for bodily injury,death or property damage occurring in,upon or about the
Premises and on any rights of way directly adjacent to the Premises written on a per
occurrence basis in an amount not less than either (i) a combined single limit of ONE
MILLION DOLLARS ($1,000,000.00) for bodily injury, death, and property damage or
(ii) bodily injury limits of $250,000.00 per person, $500,000.00 per occurrence and
$500,000.00 products and completed operations and property damage limits of
$100,000.00 per occurrence and $250,000.00 in the aggregate; provided, however, if
Landlord so elects Landlord may provide such insurance and, in such event, Tenant
agrees to pay its pro rata share of the cost of said insurance on the same basis as provided
in Section 6.1 above.
(c) Tenant to Provide Worker's Compensation Insurance. If applicable,
Tenant shall, at the Tenants sole cost and expense, maintain a policy of worker's
compensation insurance in an amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for both the
Tenant and the Landlord against any loss, claim or damage arising from any injuries or
occupational diseases occurring to any worker employed by or any persons retained by
the Tenant in the course of conducting Tenant's business in the Premises.
(d) General Provisions Applicable to Tenant's Insurance. All of the
policies of insurance required to be procured by Tenant pursuant to this Section 6.2 shall
be primary insurance and shall name the Landlord, its officers, employees and agents as
additional insureds. The insurers shall waive all rights of contribution they may have
against the Landlord, its officers, employees and agents and their respective insurers. All
of said policies of insurance shall provide that said insurance may not be amended or
cancelled without providing 30 days prior written notice by registered mail to the
Landlord. Prior to the Commencement Date or such earlier date as Tenant takes
possession of the Premises for any purpose; and at least 30 days prior to the expiration of
any insurance policy, Tenant shall provide Landlord with certificates of insurance or
appropriate insurance binders evidencing the above insurance coverages written by
insurance companies acceptable to Landlord, licensed to do business in the state where
the Premises are located and rated A:VII or better by Bests Insurance Guide. In the
event the Risk Manager of Landlord ("Risk Manager") determines that (i) the Tenant's
activities in the Premises creates an increased or decreased risk of loss to the Landlord,
IRV#21100 A _7_
I
j (ii) greater insurance coverage_ is required due to the passage of time, or(iii) changes in
the industry require different coverages be obtained, Tenant agrees that the minimum
limits of any insurance policy required to be obtained by Tenant may be changed
accordingly upon receipt of written notice from the Risk Manager, provided that Tenant
shall have the right to appeal a determination of increased coverage by the Risk Manager
to the City Council of Landlord within ten (10) days of receipt of notice from the Risk
Manager. Landlord and Tenant hereby waive any rights each may have against the other
on account of any loss or damage occasioned by property damage to the Premises, its
contents, or Tenants trade fixtures,equipment personal property or inventory arising from
any risk generally covered by insurance against the perils of fire, extended coverage,
vandalism,malicious mischief, theft,sprinkler damage, and earthquake sprinkler leakage.
Each of the parties, on behalf of their respective insurance companies insuring such
property of either Landlord or Tenant against such loss, waive any right of subrogation
that it may have against the other. The foregoing waivers of subrogation shall be
operative only so long as available in California and provided further that no policy is
invalidated thereby.
6.3 Indemnification of Landlord. Tenant, as a material part of the consideration
to be rendered to Landlord under this Lease, hereby waives all claims against Landlord for
damage to equipment or other personal property,trade fixtures,leasehold improvements,goods,
wares,inventory and merchandise, in, upon or about the Premises and for injuries to persons in
or about the Premises, from any cause arising at any time. Tenant agrees to indemnify the
Landlord, its officers, agents and employees against, and will hold and save them and each of
them harmless from, any and all actions, suits, claims, damages to persons or property, losses,
costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that
may be asserted or claimed by any person, firm or entity arising out of or in connection with the
negligent performance of the work, operations or activities of Tenant, its agents, employees,
subcontractors, or invitees, provided for herein, or arising from the use of the Premises or the
parking and Common Area by Tenant or its employees and customers, or arising from the
failure of Tenant to keep the Premises in good condition and repair, as herein provided, or
arising from the negligent acts or omissions of Tenant hereunder, or arising from Tenant's
j negligent performance of or failure to perform any term,provision covenant or condition of this
Lease, whether or not there is concurrent passive or active negligence on the part of the
Landlord, its officers, agents or employees but excluding such claims or liabilities arising from
the sole negligence or willful misconduct of the Landlord, its officers, agents or employees,
who are directly responsible to the Landlord, and in connection therewith:
(a) Tenant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Tenant will promptly pay any judgment rendered against the Landlord,
its officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of or failure to perform such work, operations
or activities of Tenant hereunder, and Tenant agrees to save and hold the Landlord, its
officers, agents, and employees harmless therefrom;
IRV#21100 Y1
�g�
I '
I
(c) In the event the Landlord, its officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against Tenant for such damages or
other claims arising out of or in connection with the negligent performance of or failure
to perform the work, operation or activities of Tenant hereunder, Tenant agrees to pay to
the Landlord, its officers, agents or employees, any and all costs and expenses incurred
by the Landlord, its officers, agents or employees in such action or proceeding, including
but not limited to,legal costs and attorneys' fees.
7.0 ABANDONMENT AND SURRENDER.
7.1 Abandonment. Tenant shall not vacate or abandon the Premises at any time
during the term of this Lease; and if Tenant shall abandon, vacate or surrender the Premises or
be dispossessed by process of law, or otherwise, any personal property belonging to Tenant and
left on the Premises shall be deemed to be abandoned, at the option of Landlord, except such
property as may be mortgaged to Landlord.
7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Tenant
or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord,
terminate all or any existing subleases or subtenancies, or may, at the option of Landlord,
operate as an assignment to it of any or all of such subleases or subtenancies.
8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of(a) partial or
total destruction of the Premises during the term of this Lease which requires repairs to the
Premises, or (b) the Premises being declared unsafe or unfit for occupancy by any authorized
public authority for any reason other than Tenant's act, use or occupation, which declaration
requires repairs to the Premises, Landlord shall forthwith make said repairs provided Tenant
gives to Landlord 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
Tenant 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 Tenant in the Premises. However, if
during the last (1) year of the tern 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), Landlord may within thirty (30) days following the
date such damage occurs terminate this Lease by written'notice to Tenant. If Landlord,however,
elects to make said repairs,and provided Landlord 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, Landlord
may within thirty (30) days following the date of such destruction terminate this Lease upon
written notice to Tenant. If Landlord does not elect to terminate because of said uninsured
casualty, Landlord 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 Landlord elects to terminate this Lease, all rentals shall be prorated
IRV#21100 vI
-9-
i
j :
between Landlord and Tenant 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 Landlord is obligated to repair or may elect
to repair under the terms of this Section, Tenant waives any statutory right it may have to cancel
this Lease as a result of such destruction.
9.0 ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease or sublet
the Premises, or any interest therein, without the prior written consent of Landlord, which
consent shall not be unreasonably withheld. For purposes of this Lease, an assignment shall be
deemed to include the transfer to any person or group of persons acting in concert of more than
twenty five percent(25%) of the present ownership and/or control of Tenant, taking all transfers
into account on a cumulative basis. Landlord may withhold its consent to an assignment or
sublease to a proposed assignee or sublessee, and Tenant agrees that Landlord shall not be
unreasonable for doing so, unless all the following criteria are met: (a) The proposed assignee's
or sublessee's general financial condition, including liquidity and net worth, verified by audited
financial statements prepared by a Certified Public Accountant in conformity with Generally
Accepted Accounting Principles is equal to or greater than that of Tenant; (b) the proposed
assignee or sublessee has a demonstrated merchandising capability equal to or greater than that
of Tenant as to the use for which the Premises are leased; (c) the proposed assignee or sublessee
is morally and financially responsible. Any such assignment shall be subject to all of the terms
and conditions of this Lease and the proposed assignee shall assume the obligations of Tenant
under this Lease in writing in form satisfactory to Landlord. The proposed assignee shall
simultaneously provide to Landlord an estoppel certificate in the form described in Exhibit "C"
hereafter. Consent by Landlord to one assignment, subletting, occupation or use by another
person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation
or use by another person. Any assignment or subletting without the prior written consent of
Landlord shall be void, shall constitute a material breach of this Lease, and shall,at the option of
Landlord, terminate this Lease. Neither this Lease nor any interest therein shall be assignable as
to the interest of Tenant by operation of law.
Landlord shall be under no obligation to consider a request for Landlord's consent
to an assignment until Tenant shall have submitted in writing to Landlord a request for
Landlord's consent to such assignment together with audited financial statements of Tenant and
the proposed assignee, a history of the proposed assignee's business experience and such other
information as required by Landlord to verify that the criteria for assignment as set forth herein
are met. If Landlord approves such assignment, Tenant shall pay to Landlord one-half(1/2) of
any consideration received by Tenant for such assignment. In addition, if Landlord determines
that the Monthly Rent payable to Landlord under this Lease is less than the fair market rental
value, as determined by Landlord, Landlord shall have the right to condition its approval to an
assignment or subletting on the increase of Monthly Rent to the fair market rental value.
10.0 DEFAULT AND REMEDIES.
10.1 Default by Tenant. In addition to the defaults described in Section 9.0 i
hereinabove, the occurrence of any one or more of the following events shall constitute a default
and breach of this Lease by Tenant: (a) the failure to pay any rental or other payment required
hereunder to or on behalf of Landlord more than three (3) days after written notice from
I
IRV#21100 v1 -10-
i
Landlord to Tenant that Tenant has failed to pay rent when due;(b)the failure to perform any of
Tenants agreements or obligations hereunder (exclusive of a default in the payment of money)
where such default shall continue for a period of thirty (30) days after written notice thereof
from Landlord to Tenant which notice shall be deemed to be the statutory notice so long as such
notice complies with statutory requirements; (c) the vacation or abandonment of the Premises
by Tenant; (d)the making by Tenant of a general assignment for the benefit of creditors; (e)the
filing by Tenant of a voluntary petition in bankruptcy or the adjudication of Tenant as a
bankrupt; (f)the appointment of a receiver to take possession of all or substantially all the assets
of Tenant located at the Premises or of Tenants leasehold interest in the Premises;(g)the filing
by any creditor of Tenant of an involuntary petition in bankruptcy which is not dismissed within
sixty (60) days after filing; or (h) the attachment, execution or other judicial seizure of all or
substantially all of the assets of Tenant or Tenant's leasehold where such an attachment,
execution or seizure is not discharged within sixty (60) days. Any repetitive failure by Tenant
to perform its agreements and obligations hereunder, though intermittently cured, shall be
deemed an incurable default. Two (2) breaches of the same covenant within a sixty(60) day
period, a notice having been given pursuant to (a) or(b) above for the first breach, or three (3)
of the same or different breaches at any time during the term of this Lease for which notices
pursuant to (a) or (b) above were given for the first two (2) breaches shall conclusively be
deemed to be an incurable repetitive failure by Tenant to perform its obligations hereunder:
In the event of any such default or breach by Tenant, Landlord may at any time
thereafter, without further notice or demand,rectify or cure such default, and any sums expended
by Landlord for such purposes shall be paid by Tenant to Landlord upon demand and as
additional rental hereunder. In the event of any such default or breach by Tenant, Landlord shall
have the right (i) to continue the Lease in full force and effect and enforce all of its rights and
remedies under this Lease, including the right to recover the rental as it becomes due under this
Lease, or (ii) Landlord shall have the right at any time thereafter to elect to terminate the Lease
and Tenants right to possession thereunder.
Such efforts as Landlord may make to mitigate the damages caused by Tenants
breach of this Lease shall not constitute a waiver of Landlord's right to recover damages against
Tenant hereunder, nor shall anything herein contained affect Landlord's right to indemnification
against Tenant for any liability arising prior to the termination of this Lease for personal injuries
or property damage, and Tenant hereby agrees to indemnify and hold Landlord harmless from
any such injuries and damages, including all attorney's fees and costs incurred by Landlord in
defending any action brought against Landlord for any recovery thereof, and in enforcing the
terms and provisions of this indemnification against Tenant.
Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an
jabandonment of the Premises by Tenant, shall not constitute a termination of this Lease, or of
Tenant's right of possession hereunder, unless and until Landlord elects to do so, and until such
time Landlord shall have the right to enforce all of its rights and remedies under this Lease,
including the right to recover rent, and all other payments to be made by Tenant hereunder, as
they become due. Failure of Landlord to terminate this Lease shall not prevent Landlord from
later terminating this Lease or constitute a waiver of Landlord's right to do so.
10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver
of any default or a waiver of any of Landlord's remedies.
1RV#21100 v1 -11-
10.3 Landlord's Default. Landlord shall not be in default unless Landlord fails
to perform obligations required of Landlord within a reasonable time, but in no event later than
thirty (30) days after written notice by Tenant to Landlord and to the holder of any first
mortgage or deed of trust covering the Premises whose name and address shall have theretofore
been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such
obligation;provided,however, that if the nature of Landlord's obligation is such that more than
thirty (30) days are required for performance then Landlord shall not be deemed in default if
Landlord commences performance within a(30) day period and thereafter diligently prosecutes
the same to completion. In no event shall Tenant have the right to terminate this Lease as a
result of Landlord's default and Tenant's remedies shall be limited to damages and/or an
injunction.
11.0 CONDEMNATION. In the event a condemnation or a transfer in lieu thereof
results in a taking of any portion of the Premises, Landlord may, or in the event a condemnation
or a transfer in lieu thereof results in a taking of twenty-five percent (25%) or more of the
Premises, Tenant may, upon written notice given within thirty (30) days after such taking or
transfer in lieu thereof, terminate this Lease. Tenant shall not be entitled to share in any portion
of the award and Tenant hereby expressly waives any right or claim to any part thereof. Tenant
shall,however, have the right to claim and recover,only from the condemning authority(but not
from Landlord), any amounts necessary to reimburse Tenant for the cost of removing stock and
fixtures. If this Lease is not terminated as above provided, Landlord shall use a portion of the
condemnation award to restore the Premises.
! 12.0 MISCELLANEOUS.
12.1 Entry and Inspection. Tenant shall permit Landlord and his agents to enter
into and upon the Premises at all reasonable times for the purpose of inspecting the same or for
the purpose of maintaining the Premises as required by the terms of this Lease or for the
purpose of posting notices of nonliability for alterations, additions or repairs, or for the purpose
of placing upon the property in which the Premises are located any usual or ordinary"For Sale"
signs or any signs for public safety as determined by Landlord. Landlord shall be permitted to
do any of the above without any rebate of rent and without any liability to Tenant for any loss of
occupation or quiet enjoyment of the Premises thereby occasioned. Tenant shall permit
Landlord, at any time within six (6) months prior to the expiration of this Lease, to place upon
the Premises any usual or ordinary "For Lease" signs, and during such six (6) month period
Landlord or his agents may, during normal business hours, enter upon said Premises and
exhibit same to prospective tenants.
12.2 Estoppel Certificate. If, as a result of a proposed sale, assignment, or
hypothecation of the Premises or the land thereunder by Landlord, or at any other time,an
estoppel certificate shall be requested of Tenant, Tenant agrees, within ten (10) days thereafter,
to deliver such estoppel certificate in the form attached hereto as Exhibit "C" addressed to any
existing or proposed mortgagee or proposed purchaser, and to the Landlord. Tenant shall be
liable for any loss or liability resulting from any incorrect information certified, and such
mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial
statement.
IRV#21100 A -12-
i
i
12.3 Jurisdiction and Venue. The parties hereto agree that the State of
California is the proper jurisdiction for litigation of any matters relating to this Lease, and
service mailed to the address of tenants set forth herein shall be adequate service for such
litigation. The parties further agree that Riverside County, California is the proper place for
venue as to any such litigation and Tenant agrees to submit to the personal jurisdiction of such
court in the event of such litigation.
12.4 Partial Invalidity. If any term, covenant, condition or provision of this
Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions hereof shall remain in full force and effect and shall in no way be
affected,impaired or invalidated thereof.
12.5 Successors in Interest. The covenants herein contained shall, subject to
the provisions as to assignment, apply to and bind the heirs, successors, executors,
administrators and assigns of all the parties hereto; and all of the parties hereto shall be jointly
and severally liable hereunder.
12.6 No Oral Agreements. This (i) Lease covers in full each and every
agreement of every kind or nature whatsoever between the parties hereto concerning this Lease,
(ii) supersedes any and all previous obligations,agreements and understandings, if any,between
the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of
whatsoever kind or nature herein. Tenant acknowledges that no representations or warranties of
any kind or nature not specifically set forth herein have been made by Landlord or its agents or
representatives.
12.7 Authori . In the event that Tenant is a corporation or a partnership, each
individual executing this Lease on behalf of said corporation or said partnership, as the case
may be, represents and warrants that he or she is duly authorized to execute and deliver this
Lease on behalf of said corporation or partnership, in accordance with a duly adopted resolution
of the Board of Directors, if a corporation, or in accordance with the Partnership Agreement if a
partnership, and that this Lease is binding upon said corporation or partnership in accordance
with its terms. Tenant represents and warrants to Landlord that the entering into this Lease does .
not violate any provisions of any other agreement to which Tenant is bound!
i
12.8 Relationship of Parties. The relationship of the parties hereto is that of
Landlord and Tenant, and it is expressly understood and agreed that Landlord does not in any
way or for any purpose become a partner of Tenant in the conduct of Tenant's business or
otherwise, or a joint venturer with Tenant, and that the provisions of this Lease and the
agreements relating to rent payable hereunder are included solely for the purpose of providing a
method whereby rental payments are to be measured and ascertained.
12.9 Nondiscrimination. Tenant herein covenants by and for itself, its heirs,
executors, administrators and assigns and all persons claiming under or through it, and this
Lease is made and accepted upon and subject to the following conditions: That there shall be
no discrimination against or segregation of any person or group of persons on account of race,
sex, marital status, color, creed, national origin or ancestry, in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment of the Premises herein leased, nor shall the
IRV*21100 vl
-13-
I '
Tenant itself, or any person claiming under or through it, establish or permit any such practice
or practices of discrimination or segregation with reference to the selection, location, number,
use or occupancy of tenants,lessees,sublessees,subtenants or vendees in the Premises.
12.10 Notices. Wherever in this
Lease it shall be required or permitted that notice and demand be given or served by either party
to this Lease to or on the other, such notice or demand shall be given or served in writing and
shall not be deemed to have been duly given or served unless in writing, and personally served
or forwarded by certified mail, postage prepaid, addressed, if to Landlord, to the City of Palm
Springs,P.O. Box 2743, Palm Springs, California, 92263,Attn: City Manager, and if to Tenant,
as specified in Section 1.6. 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.
12.11 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party shall impair such right or remedy or be construed as a waiver. A party's
consent to or approval of any act by the other party requiring the party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of
any subsequent act. Any waiver by either party of any default must be in writing and shall not
be a waiver of any other default concerning the same or any other provision of this Lease.
12.12 Exhibits and Addenda. The Exhibits and Addenda attached to this Lease
are made a part hereof as if fully set forth herein. In the event of a conflict between the terms
and provisions of Addenda and the terns and provisions of this Lease, the terms and provisions
of the Addenda shall prevail.
[SIGNATURES ON NEXT PAGE)
i
i
ixv n2uoo vt
-14-
IN WITNESS WHEREOF, the parties have duly executed this Lease together with the
herein referred to Exhibits which are attached hereto, on the day and year first above written in
Palm Springs, California.
ATTEST:
CITY OF PALM SPRINGS, a
California Municipal Corporation
By: By;
City Clerk City Manager
REVIEWED AND APPROVED
By:
City Attorney
"TENANT"
PALM SPRINGS HISTORICAL SOCIETY
By:
Its:
By:
Its:
DRAFTED AND REVIEWED
By:
IRV#21100A -15-
i
I .
EEXHIBIT"A"
LEGAL DESCRIPTION OF THE PREMISES
The southerly 40 feet of lot 5; lot 6; the northerly 42 feet of
lot 7; all in book 19 of Palm Springs, as shown by map in
file in book 9, page 432 of maps, San Diego County
Records.
Also known as 221-223 South Palm Canyon Drive, "Village
Green".
Area#1 and Area#2 on attached map.
i
IRV#zi 100 vi
i
EXHIBIT"B-1"
PLOT PLAN OF PREMISES
I
I
lEXHIBIT"C"
ESTOPPEL CERTIFICATE
Tenant: Palm Springs Historical Society, a California Public Benefit Corporation
Landlord: CITY OF PALM SPRINGS,a municipal corporation
Date of Lease:
Premises: "Village Green",221 and 223 Palm Canyon Drive in Palm Springs
To: Palm Springs Historical Society, a California Public Benefit Corporation
221 South Palm Canyon Drive
Palm Springs, CA 92262
The undersigned hereby certifies as follows:
1. TheundersignedisthetmanteTent')unndertheabove-rafeancedleaseCTcaW)covaing
the abov&referarced laanises("Premises').
2. The Lease constitutes the entire agreement between landlord and Tenant wiihzeTed to the
Premises and the Lease has not been modified,dnaug,altered or amended in any respect except as set forth
above.
3. The tern of the Lease commenced on 2011 and, including any presently
exercised option or renewal term,will expire on 201 . Tennant has accepted possession
of the Premises and is the actual occupant in possession thereof and has not sublet,assigned or hypothecated
its Ieasehold interest.All impmvene is to be construed on the Premises by Landlord have been completed
and aooeptedbyTernant and any tmantconshudionallow have beenpaid in fid
4. As oftbis date,to the bestofTe nant's knowledge,there costs no breach ordefaul;nor state of
fads which,with nonce,the passage of&IC6 or both,would result in a breach or default on the part of either
Tenant or Landlord To the best of Tenant's knowledge, no claim, controversy, dispute, quarrel,or
disagteenentexistsbetweenTenantandlatAir .
5. Tenant is currently obligated to pay an annual rate of$1.00 per year, and such
annual installments have been paid not more than one year in advance. To the best of Tenant's
lunowWM no other rent bas been paid in advance and Tenant has no claim or defense against Larxllord under
the Lease and is asserting no offsets or aiAts against either the rent or Landlord Tenant has no claim
against Landlord for any security or other deposits.
6. Tenant has no option or preferential right to lease or occupy additional space within
the Property of which the Premises are a part.Tarrant has no option or prefen2tial right to purchase all of any
Part of the Premises nor any right or interest wish respect to the I muses o8na Oran as Tenant under the Lease.
Tenant has no right to renew or extend the twn of fine Lease except as set forth in the Lase
7. Tenant has made no agceanents with Landlord or its agent or ar*ym caw.m ing fiee rent,
1RV#121100 vl
1
partial rant,rebate of rartal payments or any other type oftent cr otherr concession except as expressly set fffi in
the Lease.
8. There has not been filed by or against Tenant a petition in bm kuptcy,voluntary or
otherwise,any assignment for the benefit of creditors,any petition seddng reorganization or ananganent under
thebMklg3tcy laws ofthe United States,or any state thereon;or anyodner actionhanu&under said bankruptcy
laws with respect to Tenant.
9. AN msur?=which Tenant is required to maintain under the Lease has been obtained by
Tenant and is in full force and effect and all plenums with respect dnaeto have been paid
10. Tenant shall 1e all window displays in a clean andorderly Tashion and be allowed to offer aid
display madiandisewhich is suitable for a historical museum.
Dated this day of 20
By:
Its:
f
i
i
IRV#21100 vI
11
li
i
EXHIBIT"D"
RULES AND REGULATIONS
1. All loading and unloading of goods and other related equipment; as well as the
parking and storage of related items shall be done only at the times, in the areas and through the
entrances reasonably designated for such purposes by City.
2. All loading and unloading of passengers shall be done only at the times, in the
areas and through the entrances reasonably designated for such purposes by City.
3. The Tenant is responsible for maintaining the security of guests and students at
the Premises through its own efforts.'
4. All of Tenant's refuse and rubbish shall be removed on a regular basis at Tenant's
sole cost and expense. Tenant shall not burn any trash or garbage of any kind in, about or upon
the Premises. Tenant shall not place any rubbish or other matter outside any building within the
Facility,except in such containers as are authorized from time to time by City.
5. No radio or television or other similar device audible outside the facility shall be
installed without obtaining in each instance the written consent of City. No aerial shall be
erected on the roof, exterior walls or grounds of the Premises without first obtaining in each
instance the written consent of City which consent shall not be unreasonably withheld or
delayed. Any aerial so installed without such written consent shall be subject to removal without
notice at any time.
6. No loudspeakers, televisions, 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 City.
7. No sirens, outside paging or any type of signalization will be permitted, except
approved alarm systems.
I
8. The outside sidewalks, parking lots and loading areas immediately adjoining the
premises shall be kept clean and free from dirt and rubbish by Tenant to the reasonable
satisfaction of City,and Tenant shall not place or permit any obstructions or merchandise in such
areas, except to the extent specifically permitted by the provisions of Tenant's lease.
9. Tenant shall not use, and shall not allow anyone else to use, the Facility as a
habitation. Such prohibition shall include,without limitation, sleeping, eating or bathing.
10. No vehicle servicing or fueling shall be allowed on the Premises, including the
changing of wheels or tires, pumping fuel, emptying liquid waste tanks, or servicing any engine
or motor.
iav#21100 vi
lll