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HomeMy WebLinkAbout9/21/2011 - STAFF REPORTS - 2J �QALM$A O 9�y a u Rn P Pi RP1f0♦ Cq<IFOit % CITY COUNCIL STAFF REPORT DATE: September 21, 2011 CONSENT AGENDA SUBJECT: RENEWAL OF AGREEMENT NO. A5724 WITH THE USO, GREATER LOS ANGELES AREA, INC. FOR A NON-EXCLUSIVE OPERATING AND LEASE FOR HANGAR SPACE AT PALM SPRINGS INTERNATIONAL AIRPORT FROM: David H. Ready BY: Department of Aviation SUMMARY This action would provide for a new Lease Agreement Renewal between the City of Palm Springs and the USO — Greater Los Angeles Area, Inc., which expires October 31, 2011. RECOMMENDATION: 1. Approve a Lease Agreement Renewal between the City of Palm Springs and the USO — Greater Los Angeles Area, Inc., effective November 1, 2011 to October 31, 2014, at the lease rate of$1 per annum. 2. Authorize the City Manager to execute all necessary documents. STAFF ANALYSIS: The USO Service Club at Palm Springs International Airport has been a tenant for five years and has proudly serviced about 60,000 military personnel. The service has been so successful that it has essentially outgrown the current approximate 1000 s/f room it occupies in the airport terminal. Although the USO has done well in this small space, there is a definite need for additional and more functionally versatile space. Staff proposes to relocate the USO in a 4,000 s/f newly vacated office space adjacent to US Customs. This space is about four times larger than what the USO is currently occupying and will allow the USO to provide all services from sleeping areas to recreation in one location. Item No. 2.J . City Council Staff Report September 21, 2011 --Page 2 USO Lease Agreement Renewal The Airport Commission unanimously voted in full support of this new agreement at its July20, 2011, meeting. FISCAL: The Airport would continue to rent space to the USO for $1 per annum. The Airport will be responsible for any major building maintenance items on HVAC, roof, plumbing, electrical and structure. The USO will contribute $5,000 yearly for utility expenses at the new location. The cost of moving would be the responsibility of the USO. If the USO wants to conduct more major specialty renovations, they are welcome to do so at their expense, as long as it is first approved by airport staff. Thomas Nolan David H. Ready Executive Director City Manager Attachment: USO Lease Agreement Renewal 02 Exhibit "A" Revised Demised Premises— Hangar 3 1.43 Acres A Portion of APN 502-100-036 See Attached Demised Premises Summary Total Square Footage = 30,000 SF Hangar 3 Building = 10,000 SF Hangar 3 Apron = 10,000 SF Hangar 3 Parking =5,000 SF Signature Flight Support, Inc. 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NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT FOR HANGAR SPACE AT PALM SPRINGS INTERNATIONAL AIRPORT THIS LEASE ("Lease") is made and entered into this 1st day of November 2011, by and between the CITY OF PALM SPRINGS, a charter city and California municipal corporation ("City"), and USO— Greater Los Angeles Area, Inc. a California corporation ("Tenant").. City and Tenant may hereinafter be referred to individually as a "Party" and collectively as "Parties". RECITALS A. Tenant desires to continue to lease and operate a USO Service Club at Palm Springs International Airport("Airport"). B. City believes that the flow of military personnel, retired military personnel and military dependants within the City's airport terminal benefit from the convenience and accessibility of a USO Service Club at Palm Springs International Airport. NOW THEREFORE, City and Tenant mutually agree as follows: AGREEMENT Section 1. LEASE SUMMARY Certain fundamental Lease provisions are presented in this Section and represent the agreement of the parties hereto, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any conflict between any fundamental Lease provision and the balance of this Lease, the latter shall control. 1.1 Demised Premises. The "Demised Premises" consists of approximately 4,074 square feet of exclusive use space located near the airport terminal and more particularly described in Exhibit "A" attached hereto. In addition, five assigned parking spaces more particularly described in Exhibit "B" attached hereto. 1.2 Lease Term. The term of this Lease shall commence on November 1, 2011 and shall terminate on October 31, 2014, subject however to earlier termination by either party with thirty (30) days advance written notice, or as otherwise provided in this Lease. Three one-year lease extension options are included at the City's discretion. 1.3 Lease Rental Payments. The rent shall be in the amount of one dollar($1.00) per annum. In addition, Tenant shall remit five thousand dollars ($5,600) in two equal USO—Greater Los Angeles Area 1 Non-Exclusive Operating&Lease Agreement 772246.1 06 installments of two thousand five hundred dollars ($2,500) on November 15t and May 1 n of each calendar year of the lease term tendered as tenant's contribution to defray the cost of all utilities (electricity, water and waste disposal). 1.4 Use of Demised Premises. Demised Premises may be utilized to operate a USO Service Club under the Ordinances of the City applicable to the Demised Premises and the Airport Rules and Regulations. 1.5 Days / Hours of Operation: Seven days per week / various hours as determined by Tenant needs up to 24 hours per day. Section 2. TERM 2.1 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. Lease subject to earlier termination by either party with thirty (30) days advance written notice, or as otherwise provided in this Lease. If Lessee remains in possession of all or any part of the Demised Premises after N the expiration of the term hereof, with or without the express or implied consent of City, such tenancy shall be from month to month only, and not a renewal hereof or an extension for any further term, and in such case, rent and other monetary sums due hereunder shall be payable in the amount and at the time specified in the Lease and such month to month tenancy shall be subject to every other provision, covenant and agreement contained herein. Acceptance by City of rent after such expiration or earlier termination shall not constitute a holdover hereunder or result in a renewal. The foregoing provisions of the subsection are in addition to and do not affect the right of re-entry or any right of City hereunder or as otherwise provided by law, and in no way shall affect any right which City may otherwise have to recover damages from Tenant for loss or liability incurred by City resulting from such failure by Tenant to surrender the Demised Premises. Nothing contained in this Sub-section shall be construed as consent by City to any holding over by Tenant, and City expressly reserves the right to require Tenant to surrender possession of the Demised Premises to City as provided in this Lease upon the expiration or other termination of the Lease. Section 3. RENTAL. 3.1 Yearly Rental. Tenant shall pay to City, during the term of this Lease from and after the Commencement Date as yearly rental for the Demised Premises the sum specified in Section 1.3 hereof, which sum shall be paid in advance on the first day of each calendar year. 3.2 Utilities. All cost for water, gas, heat or electricity furnished to the Demised Premises shall be reimbursed to the City via monthly invoices. Tenant shall pay LISO—Greater Los Angeles Area 2 Non-Exclusive Operating& Lease Agreement 772246.1 07 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. Section 4. USE OF THE PREMISES. 4.1 Permitted Uses. Demised Premises may be utilized to operate a USO Service Club under the Ordinances of the City applicable to the Demised Premises and the Airport Rules and Regulations. 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. No solicitation of the public outside the Demised Premises is allowed. 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 Director of Aviation. The City 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 City 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 representatives. Customer service personnel and attendants shall be trained by Tenant to render a high degree of courteous and efficient service, and it shall be the responsibility of the Tenant to maintain close supervision over said personnel to assure the rendering of a high standard 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. Tenant, its agents and employees shall conduct and maintain a friendly and cooperative relationship with other Tenants operating in the Airport. Tenant shall not engage in open, notorious and public disputes, disagreements or conflicts tending to deteriorate the quality of service or be incompatible to the best interest of the public at the Airport. The City shall have the right to resolve all such disputes, disagreements, or conflicts and its determination shall be final. 4.3 Compliance with Laws. City 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, USO—Greater Los Angeles Area 3 Non-Exclusive Operating&Lease Agreement 772246.1 08 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 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 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 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 City of the existence of Hazardous Substances on the premises and all notices of violation of the Environmental Laws received by Tenant. 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. Earess and Quiet Eniovment. City agrees that Tenant, upon payment of the rental hereunder and performing the covenants of the Lease, may quietly have, hold and enjoy the Demised Premises during the term of the Lease, and that Tenant shall have the 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 from the Demised Premises and the public facilities for its employees, visitors and customers. City shall provide parking at no cost for five (5) Tenant employee vehicles in the Airport Employee Parking Lot. USO—Greater Los Angeles Area 4 Non-Exclusive Operating&Lease Agreement 772246.1 09 4.5 Rules and Regulations. Tenant shall faithfully observe and comply with the any rules and regulations that City 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. City shall not be responsible to Tenant for the nonperformance of any said rules and regulations by any other tenants or occupants. The Airport Rules and Regulations shall apply and be enforced as to all tenants in the Demised Premises on a uniform basis. 4.6 Vehicle Parking Area SF (Spaces 1-5) as depicted on Exhibit "B". Access to parking spaces from El Cielo Road parking lot entrance to the south as shown on Exhibit "B". 4.7 Signage: All exterior signage must be approved in advance by the City. All signage must also meet the requirements of the Palm Springs Municipal Code Signage Ordinance. 4.8 Public Restrooms: Access to restrooms located within the Demised Premises will be available to other tenants who have rented space within the building and their customers. Section 5. ALTERATIONS AND REPAIRS. 5.1 Improvements. Alterations and Fixtures. Tenant shall not make or suffer to be made, any alterations or improvements to the Demised Premises, or any part thereof, without the prior written consent of City, 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 City 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 any. Any such alterations or improvements shall be in conformance with the requirement of all municipal, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees of the public and in conformance with reasonable rules and regulations of City. . All fixtures, improvements 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. Tenant shall, subject to City's obligations hereinafter provided in Section 8 below, 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 in Exhibit C). 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 USO—Greater Los Angeles Area 5 Non-Exclusive Operating&Lease Agreement 772246.1 10 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, clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the elements excepted. City shall, 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. City shall be responsible for roof and window repairs and any associated water damage repairs. 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 Citv's Reserved Rights. (a) Airport Development and Safetv. City reserves the right to further develop or improve the aircraft operating area of the Airport as it sees fit, and City 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 City, would limit the usefulness of the Airport or constitute a hazard to aircraft. (b) Right to Relocate Demised Premises. City reserves the right to relocate all of the Demised Premises within the Hangar Building if required to ensure the operational effectiveness of the Hangar. Said relocation shall be to an area of comparable size and quality as is reasonably practicable. Notwithstanding the foregoing, in the event the Substituted Premises is unsatisfactory to Tenant in its reasonable discretion, Tenant shall give Landlord written notice thereof ("Tenant's Objection Notice") within ten (10) days following Tenant's receipt of notice of such relocation, following which Tenant and Landlord shall work in good faith to resolve Tenant's objections to the Substituted Premises or to locate alternate Substituted Premises reasonably acceptable to Tenant. In the event that Landlord and Tenant are unable to reach agreement within thirty(30) days following Landlord's receipt of Tenant's Objection Notice, Tenant may terminate this Lease by giving written notice thereof to City, which termination shall be effective the date relocation is required by the City. In the event of termination by Tenant under this paragraph, the Security Deposit shall be returned to Tenant upon payment by Tenant to City of all amounts otherwise due under this Lease through the date of termination. Tenant and City shall thereafter have no rights or obligations under this Lease. (c) Lease to United States. During the time of war or national emergency, City 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 this Lease insofar as they are inconsistent with the provisions of the lease to the USO—Greater Los Angeles Area 6 Non-Exclusive Operating&Lease Agreement 772246.1 11 Government shall be suspended and, in that event, a just and proportionate part of the rent hereunder shall be abated, and the period of such closure shall be added to the term of this Lease so as to extend and postpone the expiration thereof unless the Tenant otherwise elects to terminate this 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 effect during the entire term of this Lease. The following policies of insurance shall be maintained: 6.1.1 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 MILLION DOLLARS ($1,000,000) bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. 6.1.2 Other Insurance. Such other policies of insurance including, but not limited to, casualty insurance, business interruption insurance, and fidelity insurance, as may be required by the nature of operations. 6.1.3 General Provisions. The above insurance shall be primary and no other insurance maintained by the City will be called upon to contribute to a loss. All polices except Workers Compensation shall have the City named as an additional insured. Workers Compensation insurance of the Tenant shall contain a waiver-of- subrogation clause in favor of the City, its officers, directors, officials, agents, employees, volunteers, and representatives. 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 Best'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 (including, without limitation, attorney's fees and court costs) arising at any time directly or indirectly from or in connection with (i) any default in the performance of any obligation by Tenant to be performed under the terms of this Lease, (ii) Tenant's use of the Demised Premises, or (iii) the conduct of Tenant's business or any activity, work or things done, permitted or suffered by Tenant in or about the Demised Premises, except to the extent caused by City's negligence or willful USO—Greater Los.Angeles Area 7 Non-Exclusive Operating&Lease Agreement 772246.1 12 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 injury to persons in, upon or about the Demised Premises during Tenant's use of the Demised Premises, except where such injury is caused solely by the negligence or willful misconduct of the City or the City's Parties. Tenant hereby 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. 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, except where such damage or injury is caused solely by the negligence or willful misconduct of the City or the City's Parties. Section 7. ABANDONMENT AND SURRENDER. 7.1 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 of City, except such property as may be mortgaged to City. 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 City, terminate all provisions of existing lease. Tenant shall not assign or sublease. 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 unfit for occupancy by any authorized public authority for any reason, which declaration requires repairs to the Demised Premises, City shall forthwith make said repairs, except where such damage or injury is caused solely by the negligence or willful misconduct of the Tenant No such damage or 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. City shall promptly clean and remove all debris resulting from said damage or destruction. City 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. USO—Greater Los Angeles Area g Non-Exclusive Operating&Lease Agreement 772246.1 13 Section 9. ASSIGNMENT. Tenant shall not assign this Lease for the Demised Premises, or any interest therein. Any assignment without the prior written consent of City shall be void, shall constitute a material breach of this Lease, and shall, at the option of City, 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 not be encumbered. Section 11. DEFAULT AND REMEDIES. 11.1 In the event Tenant fails to perform any obligations under this Lease and after the expiration of any cure period, City may terminate Tenant's right to possession of the Demised Premises by any lawful means, in which case the Lease shall terminate. 11.2 Neither party 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 thirty (30) 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 is such that more than thirty (30) days are required for its performance, then the party shall not be deemed to be in default if it shall commence such performance within such thirty (30) 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. USO—Greater Los Angeles Area 9 Non-Exclusive Operating&Lease Agreement 772246.1 14 12.4 Severability. 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 any court of competent jurisdiction to be illegal, null or void, against public policy, or otherwise unenforceable, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Lease shall not be affected thereby. 12.5 Termination Prior to Expiration of Term. 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 appointed 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 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 way connected with this Lease, the prevailing party in such action or proceeding in addition to any other relief, which may be granted, shall be entitled to reasonable attorney's fees and costs. Section 13. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION. 13.1 Non-liability of City 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 City or for any amount, which may become due to the Tenant or to its successor, or for breach of any obligation of the terms of this Lease. 13.2 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 this 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. 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, religion, sex, marital status, national origin, or ancestry in the performance of this Lease. Tenant shall take 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. USO—Greater Los Angeles Area 10 Non-Exclusive Operating&Lease Agreement 772246A 15 13.4 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 Airport or the Demised Premises for a purpose for which a Department of Transportation ("DOT") program or activity is extended, or for another purpose involving the provision of similar services or benefits, the Tenant shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations DOT, Part 23, Nondiscrimination in Federally Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, as such regulations may be amended from time to time. 14.2 This Lease is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The Tenant or contractor agrees that it will not discriminate against any business owner because of the owner's race, color, national origin or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement or other agreement covered by 49 CFR part 23. 14.3 The Tenant 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. 14.4 In the event of a breach of the covenants specified in Subsection 14.1 and 14.2 of this Lease, City shall have the right to terminate this Lease and to reenter and repossess the Demised Premises and the facilities thereon and hold the same as if said Lease had never been made or issued. This provision does not become effective until the procedures of Title 49, Code of Federal Regulations, Part 23 are followed and completed, including the expiration of any appeal rights. 14.5 Tenant shall furnish its services on a fair, equal, and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable, and not unjustly discriminatory prices for its services; provided that Tenant may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar type of price reductions to volume purchases or other rational, reasonable basis. Non- compliance with this provision shall constitute a material breach of this Lease and in the event of such non-compliance, City shall have the right to terminate this Lease and any interest in property created without liability, or at the election of the City or the United States, either or both Governments shall have the right to judicially enforce this provision. USO—Greater Los Angeles Area 11 Non-Exclusive Operating&Lease Agreement 772246.1 16 14.6 Tenant agrees that it shall insert the above five provisions in any lease or contract by which Tenant grants a right or privilege to any person, partnership, or corporation to render services to the public on the Demised Premises pursuant to this Lease. Nothing in this provision shall be construed as waiving any obligations or requirements of the Tenant pursuant to Subsection 4.3 of this Lease or abrogate the rights of the City pursuant to such subsection. 14.7 This Lease shall be subordinate to the provisions and requirements of any existing or future agreement between the City and the United States relative to the development, operation, or maintenance of the Airport. 14.8 This Lease, and all provisions hereof, shall be subject to whatever right the United States Government now has or in the future may have or acquire, affecting the control, operation, regulation, and taking over of the Airport or the exclusive or non- exclusive use of the Airport by the United States during a time of war or national emergency. Section 15 MISCELLANEOUS PROVISIONS 15.1 Headinos. 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. 15.2 Counterparts. This Lease may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. 15.3 Labor Disputes. Tenant shall give prompt notice to City of any actual or potential labor dispute which delays or may delay performance of this Lease. 15.4 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 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. 15.5 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 USO—Greater Los Angeles Area 12 Non-Exclusive Operating&Lease Agreement 772246.1 17 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 without cause pursuant to Subsection 2.1. 15.6 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. 15.7 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. 15.8 Reservation of City Rights. Except for its duties under Section 8 above and the attached Exhibit "C", City reserves the right, but shall not be obligated to Tenant, to maintain the Demised Premises and keep in good repair the Airport or the Demised Premises. The City further reserves the right to direct and control all activities of Tenant consistent with the provisions of this Lease. 15.9 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. 15.10 Integration: Amendment. It is understood that there are no oral leases between the parties hereto affecting this Lease and this Lease supersedes and cancels all previous negotiations, arrangements, leases 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. 15.11 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. 15.12 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 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 USO—Greater Los Angeles Area 13 Non-Exclusive Operating&Lease Agreement 772246.1 18 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: Executive Director Aviation 3400 East Tahquitz Canyon Way, Suite OFC Palm Springs, California 92262-6966 To Tenant: USO— Greater Los Angeles Area, Inc. Attn: Board of Directors 203 World Way, Suite 200 Los Angeles, California 90045 SIGNATURES ON NEXT PAGE USO—Greater Los Angeles Area 14 Non-Exclusive Operating&Lease Agreement 772246.1 19 IN WITNESS WHEREOF,the parties have executed and entered into this Lease as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation By: By: �t City Clerk City Manager /►� APPROVED AS TO FORM: By: . Attorney CONTRACTOR: USO—Greater Los Angels Area,Inc. Check one:_Individual_Partnership_Corporation Corporations require two notarized signatures: One from each of the following:A. Chairman of Board, President, or any Vice President:AND B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer). By: By: Signature(notarized) Signature(notarized) Name: Name: Title: Title: State of _ ❑ State of ❑ County of ❑ss County of ❑ss On before me, On before me Personally appeared Personally appeared proved to me proved to me on on the basis of satisfactory evidence to be the the basis of satisfactory evidence to be the person.(s).whose person(s)whose narre(s)is/are subscribed to the name(s)is/are subscribed to the within instrument and within instrument and acknowledged to me that acknowledged to me that he/she/they executed the same in he/she/they executed the same in his/her/their his/her/their authorized capacit ws),and that by hispaentheir authorized capaply(res),and that by his/herithair signature(s)on fine instrument the pemon(s),or the entity signature(s)on the instrument the person(s),or the upon behalf of which the person(s)acted,executed the. entity upon behalf of which the person(s)acted., instrument. executed the Instrument WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Signature: Notary Signature: _ Notary Seal: Notary Seal: USO—Greater Los Angeles Area 15 Non-Exclusive Operating&Lease Agreement 77M46.t 20 Exhibit "A" USO Service Club Demised Premises 210 N. El Cielo Road Palm Springs, CA 92262 See Attached Total Square Footage = 4,074 SF First Floor = 2,663 SF Second Floor= 1,411 SF USO—Greater Los Angeles Area 16 Non-Exclusive Operating&Lease Agreement 772246.1 21 USO EXHIBIT A-FIRST FLOOR 19, FIRST FLOOR- USO =2,663 SF e, lot IN k . k;35' e ¢ x ` dr HANGAR- NOT USO now s � 35 Sa... "777 19, s, ym v7`y E" k� RON '29' r rs e i 17' USO g . PARKING 5' Building Entrance �"" 22 «o EXHIBIT A-«c m FLOOR SECOND FLOOR- ao = ,*, » « - ? - ��5 �/ \ _ 2 23 Exhibit"B" USO Service Club 210 N. El Cielo Road Palm Springs, CA 92262 Demised Premises— Parking Spaces See Attached Reserved Parking Spaces 1 —5 Access to parking spaces from El Cielo Road parking lot entrance to the south as shown on attached. LISO—Greater Los Angeles Area 17 Non-Exclusive Operating& Lease Agreement 772246.1 24 UGO EXHIBIT B'PARKING LOT Hangar BCie|o Road Building Entrance 10 11 12 Driveway U3D RESERVED PARKING SPACES 1'5 � ��� w � �° EXHIBIT "C" USO Service Club Utilities/ Maintenance Responsibilities Tenant shall, within the demised premises, maintain, repair and pay for: Light bulb replacement Janitorial and Custodial services Carpet replacement Painting Walls, doors and interior glass replacement The sum of $5,000 to defray the cost of all utilities (electricity, gas, water and waste disposal) City shall provide, maintain, and repair all structural systems: Roof Fire/ Life/Safety Systems Master Electrical Systems, exclusive of equipment installed by Tenant Plumbing System —currently in place Main Water and Sewer Lines— currently in place HVAC System Parking Lot USO—Greater Los Angeles Area 18 Non-Exclusive Operating&Lease Agreement 772246.1 26