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Staff Report
DATE: November 5, 2008 CONSENT CALENDAR
SUBJECT: APPROVAL OF A LEASE AGREEMENT WITH THE DESERT ART
CENTER OF COACHELLA VALLEY, INC., FOR USE OF AGENCY
OWNED PROPERTY LOCATED AT 550 NORTH PALM CANYON DRIVE
AT FRANCES STEVENS PARK
FROM: David H. Ready, Executive Director
BY: Community & Economic Development Department
SUMMARY
The Lease Agreement is for the use of the Agency-owned property located at 550 North
Palm Canyon Drive by the non-profit arts organization the Desert Art Center of the
Coachella Valley, Inc. The approval of this Lease Agreement will allow for the Desert
Art Center to use the facility as part of their arts center operation in the historic village of
Palm Springs. The non-profit group operates artist's studios, art workshops, gallery
space, art fairs and festivals in downtown Palm Springs. The Agency property is used
as the primary location for art related cultural activities on a year-around basis.
RECOMMENDATION:
1. Approve Agreement No. Lease by and between the Desert Art Center of
Coachella Valley, Inc., and the Community Redevelopment Agency of the City of
Palm Springs for exclusive use of the Agency owned property at 550 North Palm
Canyon Drive.
2. Authorize the Executive Director or his designee to execute all the necessary
documents.
BACKGROUND:
The Desert Art Center of Coachella Valley, Inc. was established as a non-profit arts
organization in 1950, The Desert Art Center has a month-to-month rental agreement
with the City for the right to occupy the Frances Stevens Park Building, sections "A" and
ITEM NO.7f —3
City Council Staff Report
(November 5, 2008)—Page 2
(Desert Art Center of Coachella Valley, Inc. Restated Lease)
"B", located at 550 North Palm Canyon Drive. The Desert Art Center has increased its
membership base to approximately two hundred, offers art classes six days a week on
a year-around basis and awards three scholarships to graduating high school seniors in
the Palm Springs Unified School District who are pursuing a higher education in the
arts. However, recently the Agency acquired the property and would like to convert the
month-to-month rental into a lease agreement. The Desert Art Center currently pays
the City a monthly rental rate of$408.00.
Going forward, Staff recommends entering a one year lease agreement with Desert Art
Center of Coachella Valley, Inc., in the amount of $500.00 per month. The new lease
will allow Desert Art Center to continue operating in an efficient manner to provide
cultural education and artistic resources to tourists and the local community. This is a
one year lease, during which time the Agency will commission an appraisal of the
property. The City's rule allows nonprofit organizations to lease property for an amount
as low as 10% of Fair Market Value.
FISCAL IMPACT:
The Lease Agreement would provide the Agency revenue of $ Op/month to help offset
costs it curren bears in utilities and water as a result f o era to s.
John S. Ra mand, Director Jennifer H ni g
Com nity conomic Development Public Arts and Speciial P-0jects Coordinator
(_ o
David H. R ady, Es ., Ph.D. Thomas J_ Wil on
Executive Director Assistant City Manager
Attachments:
1. Desert Art Center of Coachella Valley, Inc., Lease Agreement
B2
LEASE
By and Between
THE COMMUNITY REDEVELOPMENT AGENCY
OF THE
CITY OF PALM SPRINGS
And
Desert Art Center of Coachella Valley, Inc.
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LEASE
THIS LEASE ("lease") is made and entered into day of , 2008, by
and between the COMMUNITY REDEVLOPMENT AGENCY OF THE CITY OF PALM
SPRINGS, a municipal corporation (referred to variously as "Landlord" or "Agency"), and
Desert Art Center of Coachella Valley, Inc. ("Tenant" or"Desert Art Center").
RECITALS
A. WHEREAS Desert Art Center of Coachella Valley, Inc. is a non-profit arts organization,
serving tourists and visitors to the downtown area; and
B. WHEREAS Desert Art Center of Coachella Valley, Inc operates a local service that
provides artist's studios, workshops and gallery space in the historic village of Palm
Springs; and
F. WHEREAS the Community Redevelopment Agency ("Agency") owns the property
located at 550 North Palm Canyon Drive in Palm Springs, California ("Facility"). The
Facility is used by Desert Ail Center of Coachella Valley, Inc. to conduct workshops, art
demonstrations and art festivals; and
G. WHEREAS Desert Art Center of Coachella Valley, Inc- uses the Facility full time.
Desert Art Center of Coachella Valley, Inc desires to use the property located at 550
North Palm Canyon Drive in Palm Springs to provide a location for art related activities;
and
H. WHEREAS the proposed use of the Facility by User will benefit the Agency by, among
other things, providing cultural education and artistic resource in the City of Palm
Springs.
1.0 LEASE SUMMARY. Certain fundamental Lease provisions are presented in this
Section and represent the agreement of the parties hereto, subject to further definition and
elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any
conflict between any fundamental Lease provision and the balance of this Lease, the latter shall
control. References to specific Sections are for convenience only and designate some of the
Sections where references to the particular fundamental Lease provisions may appear.
1.1 Premises. The "Premises" shall refer to that certain real property located in
the County of Riverside, State of California, as depicted on the Plot Plan attached as Exhibit "A-
1" hereof. The Premises shall be exclusively used by the Desert Art Center.
1.2 Lease Commencement Date. The Lease shall commence November 1, 2008_
Lease Term: One (1) year. Lease Termination Date: October 31, 2009.
1.3 Extension Options. One (1) option for a term of one(1) year.
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1.4 Rental. Rental shall be $500.00 per month, with Tenant to pay all operational,
utility and maintenance cost necessary to operate the Premises in accordance with the
maintenance standards of Section 5.3 and the other provisions of the Lease. Upon each annual
anniversary date of the Commencement Date, monthly rental shall be adjusted in proportion to
the published changes in the Consumer Price Index ("CPI") for, All Items, for the Riverside/San
Bernardino Metropolitan Statistical Area. Notwithstanding the foregoing, at the Agency's sole
discretion the Property may be reappraised to establish a new base Purchase Price every year on
the Commencement Date. The reappraised Purchase Price shall be adopted in lieu of the annual
CPI adjustment for that year.
1.5 Securitv Der)osit. N/A.
1.6 Use of Premises. Premises shall be used for artist's studio space, art
workshops, gallery display, including but not limited to sales by artist's, art fairs and art
festivals. Tenant shall make good faith efforts to coordinate usage of the Premises with the
Agency.
1.7 Tenant' s Address for Notices.
Desert Art Center of Coachella Valley, lne.
Adele Hill, President
P.O. Box 2813
Patin Springs, CA 92263
Telephone: 760-323-7973
With a copy to:
Community Redevelopment Agency
City of Palm Springs
David H. Ready, Esq., Ph.D., Executive Director
3200 East Tahquitz Canyon Way
Palm Springs, CA 92264
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2.0 TERM-
2.1 Tenn. The term of this Lease shall commence on the date specified in Section
12 ("Commencement Date") and shall continue for the period specified therein unless earlier
terminated as provided herein.
2.2 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 sixty (60) days' 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-
2.3 Holding Any holding over after the expiration of the tenn of this Lease,
with the consent of Landlord, express or implied, shall be construed to be a tenancy from month
to month, cancelable upon thirty (30) days written notice, and at a rental equal to one hundred
fifty percent (150%) of the last applicable Monthly Rental and upon terms and conditions as
existed during the last year of the term hereof.
3-0 RENTAL.
3-1 MonthlyRental. "tenant shall pay to Landlord, during the term of this Lease
from and after the Commencement Date as monthly rental ("Rental") for the Premises the sum
specified in Section 1.4 hereof, which sum shall be paid in advance on the first day of each
month of the term of this agreement. 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 Real Property Taxes- In addition to all rentals herein reserved, Tenant shall
pay, directly to the taxing authority, annual real estate taxes and assessments levied upon the
Premises (including any possessory interest taxes), as well as taxes of every kind and nature
levied and assessed in lieu of in substitution for, or in addition to, existing real property taxes.
Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if
Landlord receives the tax bill, ten (10) days after receipt of a copy of the tax bill from Landlord,
whichever is later- Even though the term of this Lease has expired and Tenant has vacated the
Premises, when the final determination is made of Tenant's share of such taxes and assessments,
Tenant shall immediately pay to Landlord the prorated amount of any additional sum owed-
3.3 Personal Property Taxes. During the tenn hereof Tenant shall pay prior to
delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all
other personal property as of 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 fi-om the real property of Landlord.
3-4 Late Payment. Tenant hereby acknowledges that late payment by Tenant to
Landlord of rental or other sums due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such
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costs include, but are not limited to, processing and accounting charges. Accordingly, any
payment of any sum to be paid by Tenant not paid when within five (5) days of its due date shall
be subject to a five percent (5%) late charge. Landlord and Tenant agree that this late charge
represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord
for its loss suffered by such late payment by Tenant.
3.5 Interest Any sum to be paid pursuant to the terms of this Lease not paid
when due shall bear interest from and after the due date until paid at a rate equal to three percent
(3%) over the reference rate being charged by Bank of America, N.A. from time to time during
such period so long as the rate does not exceed the maximum non-usurious rate permitted by law
in which case interest shall be at the maximum non-usurious rate allowed by law at the time the
sum became due.
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 1.6 of this Lease.
4.2 Prohibited Uses. Tenant shall not sell or permit to be kept, used, displayed or
sold in or about the exclusive Premises (a) pornographic or sexually explicit books, magazines,
literature, fibres 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 1.6 hereof.
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 govenunental 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 govenunental 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
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Sections 25100 et seq_; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986,
California Health and Safety Code Section 25249.5 et seq.; (v) California Health and Safety
Code Section 25359.7; (vi) California Health and Safety Code Section 25915; (vii) the Federal
Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code
Section 1300 et seq.; and (ix) California Civil Code Section 3479 et seq., as such laws are
amended and the regulations and administrative codes applicable thereto. The term "Hazardous
Material" includes, without limitation, any material or substance which is (i) defined or listed as
a "hazardous waste", "extremely hazardous waste", "restrictive hazardous waste" or "hazardous
substance" or considered a waste, condition of pollution or nuisance under the Environmental
Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv)
substances known by the State of California to cause cancer and/or reproductive toxicity. It is
the intent of the parties hereto to construe the teens "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 Sims. 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.
4.5 Hours of Business. 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 change and in that event, Tenant shall report those changes to the Agency 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.
4.6 Rules and Regulations. Tenant shall faithfully observe and comply with the
rules and regulations that Landlord shall 1Tom time to time promulgate and/or modify. The rules
and regulations, if any, are attached hereto as Exhibit "C" ("Rules and Regulations"). Any
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
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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 tern
hereof Any removal of alterations or furniture and trade fixtures shall be at Tenant's expense
and accomplished in a good and workmanlike manrier. 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 govenunental authorities including requirements pertaining to the health, welfare, or
safety of employees or the public.
5.2 Maintenance and Repair. Tenant shall, at all times during the term hereof, and
at Tenants sole cost and expense, keep, maintain and repair the Premises, and other
improvements within the Premises in good and sanitary order, condition, and repair (except as
hereinafter provided) including without limitation, the maintenance and repair of any gates,
electrical wiring and conduits. Tenant shall also at its sole cost and expense be responsible for
any alterations or improvements to the Premises necessitated as a result of the requirement of
any municipal, state or federal authority. Tenant hereby waives all right to make repairs at the
expense of Landlord, and Tenant hereby waives all rights provided for by the Civil Code of the
State of California to make said repairs. By entering into the Premises, Tenant shall be deemed
to have accepted the Premises as being in good and sanitary order, condition and repair, and
Tenant agrees on the last day of said tenn or sooner tennination 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 perfonned, 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
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
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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 (SI,000,000.00) for bodily injury, death, and property damage or
(ii) bodily injury limits of $250,000.00 per person, 5500,000.00 per occurrence and
$500,000.00 products and completed operations and property damage limits of
5100,000.00 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 rats 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 62 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 AXII 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,
(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
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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 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 judgmtent 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;
(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 attomeys' fees.
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7.0 ABANDONMENT AND SURRENDER.
7.1 Abandonment. Tenant shall not vacate or abandon the Premises at any time
during the tern 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 subtenarims, 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 term of this Lease the Premises are damaged as a result of fire or
any other insured casualty to an extent in excess of twenty-five percent (25%) of the then
replacement cost (excluding foundations), 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 tern 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
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.
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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 assigmnent 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 £orn described it Section 12.2
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, terninate 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
hercinabove, 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
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 malting by Tenant of a general assignment For the benefit of creditors; (e) the
IRV B2I 100 vI -10-
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 attaclunent,
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 fior 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. Upon such termination, Landlord shall have the
right to recover from Tenant:
(i) The worth at the time of award of the unpaid rental which had been
earned at the time of termination;
(ii) The worth at the time of award of the amount by which the unpaid
rental which would have been earned after termination until the time of award exceeds
the amount of such rental loss that the Tenant proves could have been reasonably
avoided;
(iii) The worth at the time of award of the amount by which the unpaid
rental for the balance of the terns after the time of award exceeds the amount of such
rental loss that the Tenant proves could be reasonably avoided; and
(iv) Any other amount necessary to compensate the Landlord for all the
detriment proximately caused by Tenants failure to perform its obligations under the
lease or which in the ordinary course of things would be likely to result therefrom.
The "worth at the time of award" of the amounts referred to in subparagraphs (i)
and (ii) above shall be computed by allowing interest at three percent (3%) over the prime rate
then being charged by Bank of America, N.A. but in no event greater than the nxaxirnurn rate
permitted by law. The worth at the time of award of the amount referred to in subparagraph (iii)
above shall be computed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus one percent (1%), but in no event greater than
ten percent(10%).
IRty g21 100 vl
As used herein "rental" shall include the Monthly Rental, percentage rental equal
to the average percentage rental paid or payable by Tenant for the last twelve (12) months or
such lesser period as Tenant has been open for business, other sums payable hereunder which are
designated "rental" or "additional rental" and any other sums payable hereunder on a regular
basis such as reimbursement for real estate taxes.
Such efforts as 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 tees and costs incurred by Landlord in
defending any action brought against Landlord for any recovery thereof, and in enforcing the
terns and provisions of this indemnification against Tenant.
Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an
abandonment 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 light to do so.
102 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver
of any default or a waiver of any of Landlord's remedies.
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
rava21100Vi 12 ^, 7
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 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.
12.3 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 thereo C
12.4 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.
12.5 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.
12.6 Authority. 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
IRV n21100 vI -13-
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!
12.7 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.
12.8 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 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 of occupancy
of tenants, lessees, sublessees, subtenants or vcndccs in the Premises.
12.9 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 Community Redevelopment Agency of the City of Palm
Springs, P.O. Box 2743, Palm Springs, California, 92263, Attn: Executive Director, and if to
Tenant, as specified in Section 1.7. 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.
12.10 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party shall impair such right of 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.
12.11 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 terns
and provisions of an Addenda and the terms and provisions of this Lease, the terms and
provisions of the Addenda shall prevail.
[SIGNATURES ON NEXT PAGE]
IRV 421100 v1 -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
Patin Springs, California.
ATTEST:
COMMUNITY REDEVELOPMENT
AGENCY OF THE
CITY OF PALM SPRINGS, a
California Charter City
By: By:
Assistant Secretary Executive Director
REVIEWED AND APPROVED
WOODRUFF, SPRADLIN & SMART
By:
Douglas C. Holland
Agency Counsel
"TENANT"
By:
Its:
By:
Its:
DRAFTED AND REVIWED
By:
John S. Raymond, Director
Community and Economic Development
IRV#21100 v1 -15-
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PREMISES
LEGAL RUMIPTIOK eF THE FRUERTY
That portion of the Southeast quarter of the Southeast quarter
of Section 10, Township 4 South, Range 4 East, San Bernardino
Base and Meridian, described as follows.
Beginning at a point on the South line of said Section 19, Township
4 South, Range 4 East, San Bernardino Base and Meridian, 30 feet
Nest of the Southeast corner thereof; thence, South 09 42' West
on said South Nine, 297.40 feet; thence 2iorth an the East line
of a public highway 550.4 feet; thence North 89 42' East, 296,75
feet to a point distant 30 feet, measured at a right angle,
from the East line of said Section 10; thence South 0 2' ifs"
East and parallel vith said East line, 550.4 feet to the point
of beginning.
Said property is alsn situated in the City of palm Springs, and
known as Buildings B S B ❑f the former Senior Center, 560 North
Palm Canyon Drive.
IRV#21100 vl
-- !I
EXHIBIT "B-1"
PLOT PLAN OF PREMISES
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IRV Y21100 V1 9
"I
EXHIBIT "C"
ESTOPPEL CERTIFICATE
Tenant: DESERT ART CENTER OF COACHELLA VALLEY, INC.
Landlord: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM
SPRINGS, a municipal corporation
Date of Lease: November 1, 2008
Premises: 550 North Palm Canyon Drive, Buildings "A" and `B"
To: Desert Art Center of Coachella Valley, Inc.
Adele Stevens, President
P.O. Box 2811 -
Palm Springs. CA 92263
The undersigned hereby certifies as follows:
1. The undersigned is the tenant("Tenant")under the above-refi�reneed lease("Lease")covering
the above-referenced premises("Premises").
2- The Lease constitutes the entire agreement between landlord and Tenant with respect to the
Prmuses and the Lease has not been modified, changed, altered or amended in any inspect except as set forth
above.
3. The term of the Lease commenced on November 1, 2008 and, including any presently
exercised option or renewal term, will expire on October 31, 2009. Tenant has accepted possession
of the Premises and is the actual occupant in possession thereof and has not sublet•,assigned or hypothecated
its leasehold interest. All improvements to be constructed on the Premises by Landlord have bQr completed
and acceptedbyTenantand anytenarit construction allowances havebeen paid infull.
4- As oCthis date,to the best of Tenant's knowledge there exists no breach or default,nor state of
fads which,with notice,the passage of ti rne,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 clai n, controversy, dispute, quarrel or
disagreement exists between Tenant and Landlord.
5. Tenant is currently obligated to pay Monthly Rent in installments of$500.00 per
month, and such monthly installments have been paid not more than one month in advance. To
the best ofTenaiifs knowledge,no otherrent has bear paid in advance and Tenant has no claim or defense against
Landlord carder the Lease and is asserting no offsets or credits against either the rent or Landlord.Tenant has
no claim against Landlord fur any security or other deposits except $500-00 which was paid pursuant to the
Lease.
6. Tenant has no option or preferential right to lease or occupy additional space within
the Property of which the Premises arc a part.Tenant has no option or preferential right to purchase all of any
part of the Premises nor any right or interest with rr sect to the Premises other than as Tenant under the Lease.
Tenant has no right to renew or extend the tenn ofthe Lease except as set forth in ilie Lease
7. Tenant has made no agreements with Landlord or its agent or employees concenvng flee rent,
partial rent,rebate ofrental payments or any other type ofren or other concession except as expressly set forth in
the Lease.
8. There has not been tiled by or against Tenant a petition in bankruptcy,voluntary or
otherwise,any assignment for die benefit of cie itors,any petition socking reorganization or arrangement unde-
the bankruptcy laws ofthe United States,or any state thereof,or any other action brought under said bankruptcy
laws widi respect to Tenant.
9. All insurance which Tenant is required to maintain under the Lease has been obtained by
Tenant and is in full forme and effect and all preniwns with respect thereto have been paid-
Dated this day of 20
By:
Its:
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 Agency.
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 Agency.
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 fi-om time to tiree by Agency-
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 Agency_ No aerial shall be
crectcd on the roof, exterior walls or grounds of the Premises without first obtaining in each
instance the written consent of Agency which consent shall not be unreasonably withheld or
delayed. Any aerial so installed without such written consent shall be subject to rernoval 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 Agency.
7. No sirens, outside paging or any type of signalir_ation will be permitted, except
approved alarm systems.
8. The outside sidewalks, parking lots and loading areas immediately adjoining the
premises shall be kept clean and free frorn dirt and rubbish by Tenant to the reasonable
satisfaction of Agency, 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.
8_ Tenant will not allow animals, except for seeing-eye dogs, in, about or upon the
premises.
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.
rn �
TABLE OF CONTENTS
Page No.
1.0 LEASE SUMMARY................... •. .. . ......................................................I
1.1 Premises.............................................................................------------------....1
1.2 Leasc Commencement Date. ............ ............................................1
1.3 Extension Options. N/A ..........................................................1
1ARental....................................................................... -- . -- -- ..............2
1.5 Security Deposit................................. ........................................2
L6Use of Premises.............................................................................. 2
1-7 Tenant' s Address for Notices......................................................................2
2.0 TERM..................................................................... ............................3
2.1 Term......................................... .. ..........................................3
2.2 Termination By Landlord. .......................................................... 3
2.3 Holding Over. .................................... ......................................3
3.0 RENTAL.............................................................................. . . .. .. . ...................3
3.1 Annual Rental. .................................... ..........................................3
3.2 heal Property Taxes.................. . .. ..............................................3
3.3 Personal Property Taxes. . . .............................................................3
3A Utilities.......................................................Error! Bookmark not defined.
3-5 Late Payment. ........................................................----------------.....................3
3.6 Interest............................................. ..........................................4
4.0 USE OF THE PREMISES........................................ ........................4
4.1 Permitted Use................... .. . .........................................4
4.2 Prohibited Uses........................................................... -------- 4
4.3 Compliance with Laws. ...............................................................................4
4.4 Sjy s..--•........................................................................................................5
4-5 Hours of Business. ........................................ ..........................5
4.6 Rules and Regulations............................................................................. . 5
5.0 ALTERATIONS AND REPAIRS ........................................................... • . . 5
5.1 Alterations and Fixtures----------------------------------------.......................................5
IRV 411100 vI j
5.2 Maintenance and Repair. ........................... ...................................6
5.3 Free from Liens................ . . ..................................................................•-6
6.0 INSURANCE AND INDEMNIFICATION.........................................................6
6.1 Insurance Provided by Landlord..................................................................6
6-2 Insurance Provided by Tenant . .......................................................6
6.3 Indemnification of Landlord........................................................................8
7.0 ABANDONMENT AND SURRENDER..............................................................9
7.1 Abandonment......................... . . ...........................................................9
7.2 Surrender of Lease..........................................---•.........................................9
8.0 DAMAGE AND DESTRUCTION OF PREMISES...................... ..................9
9.0 ASSIGNMENT AND SUBLETTING................................................................10
10.0 DEFAULT AND REMEDIES .. . . ...............................................................I0
10.1 Default by Tenant. .............................................................................. ......10
10.2 No Waiver................................................... . . . . ..................................12
10.3 Landlord's Default......................... ...........................................12
11.0 CONDEMNATION. • ............................................ .................12
12.0 MISCELLANEOUS ........ .................................................. • . . ..........13
12.1 Entry and Inspection. .............................................. . . . . .............13
12.2 Estoppel Certificate....................................Error! Bookmark not defined.
12.3 Jurisdiction and Venue........ . . ......................................................•------13
12.4 Partial Invaliditv---------------...............................................-------------------......13
12.5 Successors in Interest.......................... ....................................13
12.6 No Oral Agreements. ....... .. ........................................................13
12.7 Authority...................................... —...... . . .. ....................................13
12.8 Relationship of Parties...............................................................................14
12.9 Nondiscrimination................................ ......................................14
12.10 Notices. ................ ...............................................................14
12.11 Waiver........................................................ ..............................14
12.12 Exhibits and Addenda- ........................................................................ ...14
IRV 421100 v1 ii
EXHIBIT A - LEGAL DESCRIPTION OF THE PREMISES
EXHIBIT B-I - PLOT PLAN OF PREMISES
EXHIBIT C-ESTOPPEL CERTIFICATE
EXHIBIT D - RULES AND REGULATIONS
IRV 911100 vI 111
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