HomeMy WebLinkAbout7/30/2008 - STAFF REPORTS - RA.2. Page 1 of 1
Dolores Strickstein R W C E t V E D
From: DIANE SCHROEDER [horsemom3@hughes.net] 2903 JUL 29 Piz 2, 19
Sent: Tuesday, July 29, 2008 2:03 PM
Clerk Jr+l c5 o;ILERKU,W
To: Cit
yC[erk@paimsprings-ca.gov @palmsprings-ca.gov CITY Ci.Ef�F,
Subject. From Palm Springs Carriages regarding lease agreement
DearSir, Wayor rnougnet suggested that I also send this email to you Ifyou wouldplease read this andthe
attachments, I wou(dgreat6i appreciate it.
Sincerely,
Diane Schroeder
Palm Springs Carriages
To: the fPalm Springs City Council
Dear,Sirs and9Kadan,
911y business partner, Wp9canne 9ilishLer and I own cPalm Springs Carriages arrd currently store our carriages behind the
Wistoric Village Green at 232 S. Belardo street
Last'lhursday,luly 24, 2008, I received, by email, the lease agreement attached 6eCow, along with a demand 6y 911s.
Jennifer-Wenning that we sign it 6y August 1, 2008.She also stated that this wasgoing before the city councilonlidy
30, 2008forratifuation.
We at!Talm,Springs Carriages respectfully request that this matter be ta6Led by the City Counrd untiCyour m7ct
meeting data. We currently have this lease before our attorney, andfeelthat one weekdoes not give us time to
completely give this matter due daCagerue. 7Lais lease with the city is very extensive, and we want to consider every
aspect of it before we agree to sign it.
Also attachedare the areas of concern that we have with the Lease and our current considerations on same.
I would Cake to thankyou in advance for your time and consideration of this matter and hope that you wiffgive us the
time that we need to attend to this properly,
,Sincerely,
Diane Schroeder
aPalm Springs Carriages
(760)364-1430 -� ' 4
11�14.2,
7/29/2008
Plan of action:
1. Jennifer Henning: Public Arts & Special Projects
Coordinator
Community & Economic Development
City of Palm Springs
760 778-8408 Phone
760 322-8325 Fax
Jennifer.Henning@palmspring_s-ca.gov
A. Explain that:
1. Didn't realize how extensive the lease was, and that
we are turning it over to our advisors to review.
2. Need time to analyze the lease and request a
meeting with those City officials that determine
the contents of the lease.
1. Review points of concern of lease contract:
a. Section: 1.1 Premises: The premises shall be "NON-
EXCLUSIVELY" used by Palm Springs Carriages.
b. Section: 1.2 Lease Commencement Date: August 1,
2008, Two year term. Lease termination Date July 31,
2010,
c. Section: 1.4 Rental: Tenant to pay all operational,
Utility and maintenance cost necessary to operate
The premises in accordance with the maintenance
standards of section 5.3.
Section: 5.3 states: (This is standard regarding liens
and in itself is not considered a concern)
Upon each annual anniversary date of the
commencement date, monthly rental shall be adjusted
in proportion to changes in the consumer price index.
In addition, should cost for security contractor
increase as a result of expanded bus service schedule
or increase need for security supervision due to
incidents related to bus services, rental amount shall
be increased accordingly.
d. Section: 2.1 Term: The term of this lease shall
Commence on the date specified in section 1.2 and
shall continue for the period specified therein unless
earlier terminated as provided herein.
e. Section: 2.2 Termination by Landlord. Landlord shall
Have the right to terminate this lease effective on
any anniversary commencement date with or without
cause.
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.
If the landlord terminates this lease as provided in
this section, landlord waives the right to collect the
"UNCOLLECTED 2007-2008" rent.
f. Section: 2.3 Holding Over: Month to month cancelable
Upon 30 days notice at a rental equal to one hundred
fifty percent of the last applicable monthly rental.
g. Section: 3.2 real Property Taxes: Tenant shall pay
Directly to the taxing authority, annual real estate
taxes and assements 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.
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.
h. 5ection:3.3 Personal Property Taxes: During the term
Here of tenant shall pay prior to delinquency all taxes
assessed against and levied upon fixtures, furnishings,
equipment and all other 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 from the real property of land lord.
i. 5ection:3.4 Utilities. Tenant will pay prorate share of
Utilities that are incremental from the historical bas
and incidental to their usage of the facilities.
j. Section: 3.5 Late Payment: sums due hereunder will
Landlord to incur costs not contemplated by this lease,
the exact amount of which is extremely difficult to
ascertain. Such costs include, "But not limited to,
processincl and accountin charges." —
Landlord and tenant agree that this late charge
represents a reasonable estimate of such costs and
expenses and is fair compensation to landlord for it's
loss suffered by such late payment by tenant.
k. Section: 3.6 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 over the reference rate
being charged by B of A.
I. Section: 4.1: The landlord hereby leases to tenant and
Tenant hires from landlord the "non-exclusive use of
the premises,"
m. Section: 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
enforce pertaining to the use of the premises and shall
faithfully observe in said use all municipal ordinances,
including, but not limited to, the general plan and
zoning ordinances, state and federal statutes, or other
governmental regulations now in force or which shall
hereinafter be force. 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 the fact as between the landlord and
tenant.
Tenant shall not engage in any activity on or about the
premises that violates any Environmental law, and shall
promptly, at tenant's sole cost and expense, take all
investigatory and or remedial action required or
ordered by any governmental agency or Environmental
law caused directly or "indirectly by tenant"_
n. Section: 4.5 Hours of Business: continuously during the
Entire term here of 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.
o. Section: 4.6 Rules and Regulations: Tenant shall faith-
Fully observe and comply with the rules and
regulations that landlord shall from "time to time
Promulgate and or modify."
p. Section: 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 PREMI5E5
TENANT SHALL BE DEEMED TO HAVE
ACCCEPTED THE PREMISES AS BEING IN GOOD
AND SANITARY ORDER, CONDITIONS AND
REPAIR".
q. Section: 6.1 Insurance provided by landlord: coverage
Insurance throughout the term of this lease in an
amount equal to at least ninety percent of the
replacement value of the tenant's building on the
premises, together with such other insurance,
coverage's 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
recover from landlord.
r. Section 6.2 (b) if landlord so elects landlord may
Provide such insurance and in such event, tenant
agrees to pay its pro rata share of the cost of said
insurance on the same basis as provided in section
6. 1 _
(b) Tenant to provide liability Insurance. 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 SIDEWALKS DIRECTLY ADJACENT
TO THE PREMISES'
(d) Tenant shall provide landlord with certificates of
insurance or appropriate insurance binders evidencing
the above insurance coverage's written by insurance
companies acceptable to "landlord licensed to do
business in the state .where the premises are
located or better by bests insurance guide."
In the event the Risk Manager of Landlord
determines that the tenant's activities in the
premises creates an increased or decreased risk of
loss to the land lord, greater insurance coverage is
required due to the passage of time, 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.
s. Section 6.3 Indemnification of landlord: Tenant 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 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
the tenant's negligent performance of 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,
it's officers, agents or employees, but excluding
such claims or liabilities arising from the sole
negligence or willful misconduct of the landlord, or
it's officers, agents or employees who are directly
responsible to the landlord and connection
therewith.
t. Section 10.1 Default and remedies: the breach of this
contract by tenant, or an abandonment of the
premises by tenant, shall not constitute a termination
of this lease.
Failure of landlord to terminate this lease shall not
prevent landlord from later terminating this lease or
constitute a waiver of landlord's right to do so.
u. Section: 10.3 Landlord's default: 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.
v. 5ection:11.0 condemnation: In the event of a
Condemnation or a transfer in lieu there of results in a
taking of any portions of the premises, landlord may,
or in the event a condemnation or a transfer in lieu
there of results in a taking of twenty-five percent or
more of the premises.
w. Section: 12.2 Estoppel Certificate: Tenant shall be
Liable for any loss or liability resulting from any
incorrect information certified and such mortgage and
purchaser shall have the right to rely on such estoppel
certificate and financial statement.
x. Section: 12.5 Successors in Interest: The covenants
Herein contained shall, subject to the provisions as to
assignment, apply to and bind the heirs, successors,
executors, administrators and assigns of all the
parties hereto; and all of the parties hereto shall be
jointly and severally liable hereunder.
Exhibit "C"
Section: 3: All improvements to be constructed on the premises
by landlord have been completed and accepted by tenant and any
tenant construction allowance have been paid in full.
Exhibit "D"
Section: 3: The tenant is responsible for maintaining the security
of passengers and "parked vehicles at the premises through its
own efforts.
Section: 8: Tenants will not allow animals, except for horses
needed for the operation of the carriage rides, in, abut or upon
the premises.
Section: 10: No vehicles servicing of vehicles including the
changing of wheels or tires.
LEASE
By and Between
THE COMMUNITY REDEVELOPMENT AGENCY
OF THE
CITY OF PALM SPRINGS
And
Leather and Lace Carriages, Inc.
DBA Palm Springs Carriages
IRv#?1100 vl
Plan of Action: consideration
As per this section Leather and Lace Carriages Inc. DBA Palm
Springs Carriages will be known as "Palm Springs Carriages"
As per this section Landlord will be referred as either legal
property owner, City of Palm Springs and/or landlord, (meaning
City of Palm Springs as legal property owner)
Section: 1.1
Non Exclusively used by Palm Springs Carriages.
• The lease must be exclusively leased and used by Palm
Springs Carriages.
• Equipment if damages by a joint occupancy cannot be
insured. Is of security concerns.
• Area to small for joint occupancy.
• Areas used for harnessing horses is not safe for individuals
not employed by Palm Springs Carriages.
• No control of security.
Section: 1.2
Lease Commencement date.
• Two-year term. Lease termination date July 31, 2010.
• Prefers one-year lease or month to month. Future of Palm
Springs Carriage is a concern with the financial situation of
the tourist trade in the historical district. Currently
between Alejo and Baristo there are 36 stores empty,
causing a major concern in the vitality of the consumer
trade/tourism.
• Option for termination of tenant relationship with landlord.
There is no offer of early termination of lease contract.
Would consider early exit charge of reasonable rate in the
event that Palm Springs can no longer financially afford to
continue business in the Palm Springs Historical district.
Section: 1.4
Rental. Tenant to pay all operational, utility and maintenance
cost necessary to operate the premises in accordance with the
maintenance standards.
• Property has not been inspected by the County of Riverside.
• Before Palm Springs Carriage could consider paying
maintenance costs necessary to operate the premises in
accordance with the maintenance standards, the City of
Palm Springs must show that the property is up to County of
Riverside building code standards and all repairs must be
made in accordance with requirements of such permits,
codes and safety.
• Palm Springs Carriages is happy to pay for Utilities use by
Palm Springs Carriages while in operations.
• There is no water meter or separate meter box for electric
for building located at 232 Belardo Road, Palm Springs. City
of Palm Springs must provide meter for water and electric
to insure fairness of charges. With proof if usage thru
billing of such utility companies, Palm Springs Carriages will
pay either directly to utility companies, or thru city, said
charges for usages.
• Palm Springs Carriages will not pay cost for security
contractor increase as a result of expanded bus service
schedule or increase needed for security supervision due to
incidents related to bus services. (this is not related to Palm
Springs Carriages)
Section 2.2
Termination by landlord.
• Palm Springs Carriages feels that it is unfair to terminate
This lease on any anniversary commencement date with or
without cause. (Palm Springs Carriage reserves the right to
do the same).
• Palm Springs Carriages reserves the right to expect
compensation from landlord, including, but not limited to,
the value of tenant's leasehold interest, loss of goodwill and
relocation cost, from inverse condemnation or the taking of
property and shall have responsibility and obligation to pay
tenant therefore.
• Palm Springs Carriage has no prior lease/contract signed by
current owners Roxanne Mishler and Diane Schroeder, or
any officers, agents, executors, administrators prior to this
contract/lease received July 24, 2008. Transfer of
ownership of Mercedes Ward, previous owner of Palm
Springs Carriages, was established in May of 2007 and she
still holds current lease and is holder of all permits
pertaining to 232 Belardo Road, Palm Springs.
Section: 2.3
Holding Over.
Palm Springs Carriages: "month to month cancelable upon 30 days
notice at a rental equal to one hundred fifty percent of the last
applicable monthly rental.
• Palm Springs carriages considers this 150 % an exorbitant
fee of the last applicable monthly rent.
Section: 3.2
Real Property Taxes.
• Palm Springs Carriages is not the legal owner of property
Located at 232 Belardo Road, Palm Springs.
• Palm Springs Carriages is not the legal owner, and that the
City of Palm Springs, said legal owner/landlord is fully
responsible for taxes of every kind and nature levied and
assessed in lieu of, in substitution for, or in addition to
existing property taxes.
• Upon expiration of lease Palm Springs Carriages does not
share any responsibility to pay any share of such taxes and
assessments, and will not pay landlord the prorated amount
of any additional sum owed by the City of Palm Springs.
Section:3.3
Personal Property Taxes.
• Palm Springs Carriages fixtures, furnishings, equipment and
all other property contained in the premises are held
separate from City of Palm Springs, and as such will not be
considered real property held by Palm Springs.
5ection:3.4
Utilities.
• Palm Springs Carriages feels that is impossible to establish
amounts of usage from the historical base and incidentals
without actually knowing the usage of utilities without
proper record of meter to gauge the amount of usage at
property located at 232 Belardo Road, Palm Springs.
• Property 232 Belardo Road is currently tied into The White
Historical Home, McCallum Adobe, Ruddy General Store and
the Aqua Caliente Museum, each having variable usage at any
given time. Property also has landscaping that is maintained
by the City of Palm Springs where it is noted that water
usage runs from the lawn and flowering planted areas onto
the sidewalks, off the curbsides and into the street
gutters.
Section: 3.5
Late Payment:
• Palm Springs Carriage will pay a reasonable late fee for
Lease payments that are not remitted within 10 days of
billing date.
• Palm Springs Carriages will not consider paying cost claimed
"extremely difficult to ascertain" such as stated processing
and accounting charges by Palm Springs.
• Palm Springs Carriages will not agree that "this late charge
represents a reasonable estimate of such costs and expense
and is fair compensation to landlord for it's losses suffered
by such late payment by tenant unless cost is clearly
disclosed.
• Palm Springs Carriages requires list in writing landlords cost
suffered by late payment.
Section: 3.6
Interest:
• Terms of lease presented state, late fee, compensation to
Landlord for loss suffered and interest of 3 %, (which is
adjustable with the reference rate being charged by B of A.
• Palm Springs Carriages agrees to pay a late fee of
reasonable determined amount directly specified in writing
and agreed upon in lease agreement for monthly payment
that are not paid current.
Section: 4.1
Non-exclusive use of Premises.
Palm Springs Carriage cannot consider entering into agree-
meant for lease on property that is not and will not be
considered exclusive lease of premises. Due to security
purposes and liability, Palm Springs Carriages will not be
liable to second party/joint tendency on a non-exclusive use
of premises.
5ection:4.3
Compliance with Law:
• Palm Springs Carriages will not at their sole cost and
expense be responsible for requirements of all municipal,
state and federal authorities now in force or which may
hereafter be enforce pertaining to the use of the premises.
• City of Palm Springs, legal property owner of property
located at 232 Belardo Road, Palm Springs is solely
responsible for in said use of all municipal ordinances,
including, but not limited to, the general plan and zoning
ordinance, state and federal statutes, or other
governmental regulations now in force, or which shall
hereinafter be forced.
• Palm Springs Carriages will not be solely be responsible for
its action in any court of competent jurisdiction and will not
release the City of Palm Springs of any action of wrong
doing, violation of such order or stature in said use, if
landlord be a party thereto.
• Palm Springs Carriages will not at it's sole and expense take
all investigatory and or remedial action required or ordered
by any governmental agency or Environmental law caused
indirectly by tenant. It is noted that the homeless in the
area use the access from the parking lot to the Village
Green as their private secluded place to relieve themselves
of urine and feces. It is also noted that the homeless in the
area use this access to drink alcoholic beverages and
dispose of their trash, leaving this area to be considered a
hazardous nuisance.
Section: 4.5
Hours of Business:
• Palm Springs Carriages hours of business are varied and
Therefore, due to circumstance of the business, are and
cannot be conducted or considered usual business hours.
Therefore it is considered an unreasonable burden to remit
scheduling patterns or changes to the agency in writing.
Section: 4.6
Rules and Regulations:
• Palm Springs Carriages considers it unreasonable that the
Tenant be required to faithfully observe and comply with
rules and regulations that the landlord from time to time
promulgate or modify.
• Palm Springs Carriages would consider a fair term of
reason that upon the renewal of the lease that any
promulgation and /or modification of lease agreement can
be considered at the time of re-establishing of terms of
contract/lease agreement.
5ection:5.2
Maintenance and repair.
• Palm Springs Carriages as not being legal owner of said
property located at 232 Belardo Road, Palm Springs is
responsible for maintenance and repairs to said property.
• Palm Springs Carriage as not being legal owner of said
property shall not at it's sole cost and expense be
responsible for any alternations or improvements to the
premises necessitated as a result of requirements of any
municipal, state or federal authority. The City of Palm
Springs being legal property will solely be responsible for
any and all burden of expense and cost for any alternations
or improvements to premises necessitated as a result of
requirement.
• Palm Springs Carriages will not waive all rights to release
Landlord of rights provided for by the Civil Code of the
State of California to make said repairs.
• Palm Springs Carriages will not at this time deem that said
property is in good and sanitary order, condition and repair.
Section: 6.1
Insurance provided by landlord:
• City of Palm Springs shall provide insurance coverage
throughout the term of this lease in an amount required by
landlord's lender or by State of California.
• Palm Springs Carriages does not waive it's right of recovery
from landlord.
Section: 6.2 (b)
• Palm Springs Carriages shall not agree to, as per City of
Palm Springs "pro rats share of the cost of said insurance
on the same basis as provided in section 6.1.
• Palm Springs Carriages shall not agree to be held
responsible for liability against bodily injury, death or
property damage occurring upon or about the premises and
on any walkways directly adjacent to premise.
It is a known fact that the water from the sprinklers
located in the Village Green landscape flood the sidewalks
and run over the star squares located in the sidewalks
creating a hazard to passersby. Water runs on a nightly
basis.
The water runoff is in excess and runoff amounts are not
within the conservation requirements of the State of
California Water and Resources requirements and could be
in violation of reasonable usage, especially when water is
considered a valuable resource.
(d)* Palm Springs Carriages is a commercial horse drawn
carriage business. The industry is unique and unusual. Normal
business insurance is not adequate and a specialized
insurance company is required. Palm Springs Carriages
maintains all coverage that is required by the City of
Palm Springs, and additionally insures the city at the
expense of Palm Springs Carriages, and feel it is unjust and
unreasonable to require the insurance company be located
within the State of California.
• Risk Manager for the City of Palm Springs/landlord un-
Familiar with the operations of a horse drawn carriage
business and it's activities, and should not be allowed to
determine the increased or decreased risk of loss to the
landlord, then allowing him to demand greater insurance
coverage being required and due.
Section: 6.3
Indemnification of landlord.
• Palm Springs Carriages cannot legally release or indemnify
the City of Palm Springs from damages 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.
• Palm Springs Carriages cannot legally release City of
Palm Springs from active negligence on the part of the
landlord, it's officers, agents or employees, including such
claims or liabilities arising from the sole negligence or willful
misconduct of the landlord, or it's officers, agents, or
employees who are directly responsible to the landlord and
connection therewith.
Section: 10.1
Default and remedies:
• Release of breach of lease by Palm Springs Carriage. Upon
Breach of lease by tenant, City of Palm Springs will provide
Palm Springs Carriage with a "Release of Breach of Lease by
Tenant" to be delivered by certified mail. Where as stating
the said covenant has been committed, to wit, and landlord
has agreed to execute such a release of said breach. Now ,
therefore, inconsideration of $ said agreed amount,
receipt of which is acknowledged, the landlord waives and
releases all existing rights and remedies for damages,
forfeiture, or otherwise which the landlord has or enforce
against the tenant for said breach or any other breach
hereto committed and ratified and confirms said lease:
provided that this waiver and release shall not extend to or
prejudice any rights of the landlord in respect of any future
breaches by the tenant.
• Failure of landlord to terminate this lease under the terms
Of agreement "Release of breach of lease by tenant"
releases tenant of any additional fee, cost and or fines my
deem due by landlord. Here then landlord/City of Palm
Springs waives it right to collect from tenant said remedies.
Section: 10.3
Landlord's default.
• Palm Springs Carriages/tenant has the right to terminate
this lease as a result of landlord's default.
• Palm Springs Carriages will provide notice of repair. The
notice will be dated and will state: You are hereby notified
to make the following repairs. Palm Springs Carriage will
request the City of Palm Springs to make such repair and to
do all other acts necessary to put the premises in good
repair pursuant to the provisions contained in a certain lease
between us dated. Failure to make repairs leaving the
premise in unsafe, uninhabitable, or hazardous conditions
will be considered default by landlord and will be considered
reasonable grounds for tenant release/termination of lease
agreement.
Section:11.0
Condemnation.
• Palm Springs Carriage shall have exclusive rights to
premises.
• Palm Springs Carriage will not consider transfer in lieu
thereof, resulting in taking of twenty-five percent or more
of the premises.
Section:12.2
Estoppel Certificate.
• Palm Springs Carriage shall not be liable for any loss or
Liability resulting from any incorrect information certified
and such mortgage and purchaser shall have the right and
information only provided by legal property owner and
landlord City of Palm Springs as to the right to rely on such
estoppel certificate and financial statement.
Section:12.5
Successor in Interest.
• Palm Springs Carriages is incorporated and is as listed:
Leather and Lace Carriages Inc. Dba Palm Springs Carriages.
It successors, heirs, executors, administrators and assigns
cannot be made a party hereto, jointly and severally liable
hereunder.
Exhibit "C"
Section: 3: At this time no improvements constructed on the
premises by landlord have been completed and is not accepted by
tenant, therefore no allowance has been paid in full.
Exhibit "D"
Section: 3: Palm Springs Carriages cannot be legally responsible
for passengers and their "parked vehicles at the premises
through it's own efforts" outside Palm Springs Carriages servicing
area/staging area.
5ection:8: Palm Springs Carriages allows carriage dog to be
present with driver while at carriage house, during closing hours
of business for security. Closing hours consist of 12 am to 3 am
when women drivers are most at risk.
Section: 10: It is unreasonable to state that a person not
expecting to experience a flat tire on their vehicle is not allowed
to change a tire on the premises. Palm Springs Carriages deems
this an unreasonable request and demand.
Benefits of maintaining a reasonable lease agreement with Palm
Springs Carriages:
1. Palm Springs Carriages works as an unofficial Ambassador
to the city. With so many of today's stores closing, Palm
Springs has currently over 36 stores unoccupied between
Alejo and Baristo located on Palm Canyon and Indian Canyon.
Palm Springs Carriages, during their tours, promotes the
city's qualities and the benefits offered to stay and shop,
and to enjoy many of the restaurants and night clubs
available here in the beautiful City of Palm Springs.
2. Palm Springs not only provides nostalgic carriage rides
though Palm Springs' beautiful neighborhoods of the 20's,
30's,40's and 50's of the golden area of Hollywood, but acts
as a historian, always researching and gathering information
regarding the history of Palm Springs and sharing with our
guests the history that would otherwise be forgotten.
3. Palm Springs Carriages is a source of entertainment that is
reasonably priced for the whole family. The horses of Palm
Springs Carriages have had their pictures taken by people
and families from around the world and are probably the
most photographed source of entertainment in Palm Springs.
4. Palm Springs Carriages also serves as an unpaid concierge
for the City of Palm Springs and the business district. On
any given night, the drivers of Palm Springs Carriages are
asked:
• Directions to a restaurant, hotel, nightclub or other sources
of entertainment.
• Drivers of Palm Springs Carriages are always asked "what is
there to do" with kids and teens. Our drivers are happy to
hand them the brochure that is provided by the Chamber of
Commerce or make suggestions that are age appropriate.
• Palm Springs Carriage on any given night has offered free
of charge to deliver guests of Palm Springs, who have had a
little to much to drink, a carriage ride to their hotel in their
servicing area. When our guests are out of the area, we are
happy to deliver them to a Taxi Cab.
Palm Springs Carriages is not just a carriage ride, but an
experience of history, romance and responsibility.
Palm Springs Carriages carefully selects and trains our drivers to
be observant, helpful and entertaining. Our horses are chosen
for their personality, kindness, and willingness. Several of our
horses have their own personal fan clubs. With guests of Palm
Springs returning year after year looking for their favorite
carriage horse, we see the smiles on their faces and the joy of
their excitement as their favorite horse takes them on a lively
tour of the historical Indian Avenue and the famous Palm Springs
strip and view many historic sights, boutiques, entertainment and
restaurants. As their carriage winds through streets lined with
gardenias, palms, citrus and bouganvilla, they relax and imagine an
era of old Hollywood.
Our Concerns regarding this lease.
With the tourism declining due to the economy and the expense
of the high cost of living, horses of this nature are not
inexpensive to maintain. Palm Springs Carriages takes pride in
the fact that these horses are so well loved. We are greatly
concerned for their physical and mental health, and maintain high
stands for our horses care. This does not come cheaply and we
must sacrifice many of our own personal pleasures at this time.
Palm Springs Carriages is currently operating many of our
services at a loss to our company, hoping that the economy will
return soon and relieve us of some of this burden and allow us to
be more lenient in our expenses. At this time we don't have that
luxury. We must watch every cent. We must protect ourselves,
our horses, and our business from an unnecessary and
unreasonable drain of our finances and responsibilities.
With this in mind, and in reviewing the contract/lease agreement,
Palm Springs Carriages cannot take the fiduciary responsibilities
lightly. Palm Springs Carriage did not realize how extensive the
lease would be. There are many inconsistencies in it. We at Palm
Springs Carriages believe that a city of this stature has some
fiduciary responsibility. We at Palm Springs Carriages see this
lease as a double indemnity. Responsibility of lease and all permits
prior to signing of this lease dated July 24, 2008 is the
responsibility of previous owner known as Mercedes Ward. All
costs, fees and monthly dues from 2004 to current date that are
considered past due are the responsibility of the lease holder
current to the signing of this lease agreement up to the
termination of the City of Palm Springs and Mercedes Ward.
Current owners Roxanne Mishler and Diane Schroeder are not
responsible for any cost, past due or prior to the signing of this
contract.
LEASE
THIS LEASE ("lease") is made and entered into _ day of , 2008, by
and between the COMMUNITY REDEVLOPMENT AGENCY" OF THE CITY Of PALM
SPRTNGS, a municipal corporation (referred to variously as "Landlord" or "Agency"), and
Leather and Lace Carriages (dba Palm Springs Carriages) ("Tenant")_
RECITALS
A. WHEREAS Leather and Lace Carriages, Inc. (DBA Palm Springs Carriages) is a
provider of horse drawn carriage transportation, serving tourists and visitors to the
downtown; and
B. WHEREAS Palm Springs Carriages operates a local service that provides scenic
transportation around the historic village of Palm Springs and cooperates with Village
Fest, on providing a novelty transportation service; and
F. WHEREAS the Community Redevelopment Agency ("Agency") owns the Carriage
House located at 232 Belardo Road in Palm Springs, California ("Facility")_ The
Facility is used by Palm Springs Carriages to load and store horse drawn carriages; and
G. WHEREAS Palm Springs Carriages uses the Facility full time. Palm Springs Carriages
desires to use the Carriage House to provide a location for storing carriages; and
H. WHEREAS the proposed use of the Facility by User will benefit the City by, among
other things, providing sightseeing-transportation service around 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 non-exclusively used by Palm Springs Carriages.
1.2 Lease Commencement Date. The Lease shall commence August 1, 2008.
Lease Term: Two (2) years. Lease Termination Date: July 31, 2010.
1.3 Extension Options. One (1) option for a term of one (1) year.
IRV#21100 v1 _1_
1.4 Rental. Rental shall be $187.00 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
changes in the Consumer Price Index (CPT). In addition, should cost for Security Contractor
increase as a result of expanded bus service schedule or increased need for security supervision
due to incidents related to bus services, rental amount shall be increased accordingly.
1.5 Security Deposit. N/A.
1.6 Use of Premises. Premises shall be used For storage and operation of horse
drawn carnage services. Tenant shall make good faith efforts to coordinate usage of the
Premises with the City.
1.7 Tenant' s Address for Notices.
Roxanne Mishler and Diane Schroeder
Leather and Lace Carriages, Inc.
57828 Calle Way
Yucca Valley, CA 92284
Telephone: 760-3 64-443 0
With�y to:
Community Redevelopment Agency
City of Palm Springs
Executive Director, 7olni S. Raymond
3200 East Tahquitz Canyon Way
Palm Springs, CA 92264
2.0 TERM.
2.1 Tenn. The tern of this Lease shall commence on the date specified in Section
1.2 ("Commencement Date") and shall continue for the period specified therein unless earlier
terminated as provided herein.
2.2 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. If Landlord terminates this lease
as provided in this section, Landlord waives the right to collect the uncollected 2007-08 rent.
2.3 Hold�Over. Any holding over after the expiration of the term 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
IRV#21100 vI _�_
fifty percent (150%) of the last applicable Monthly Rental and upon teens and conditions as
existed during the last year of the term hereof.
3.0 RENTAL.
3.1 Monthly Rental. Tenant shall pay to Landlord, during the term of this Lease
from and after the Commencement Date as monthly rental ("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 teen 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 term hereof Tenant shall pay prior to
delinquency all taxes assessed against and levied upon fixtures, f-uurnishings, 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 from the real property of Landlord.
3.4 Utilities. Tenant's payment of monthly rental shall include all utilities to the
Premises as part of the rental payment. At the time of execution of this Agreement, electrical
and water service are extended to the Premises at the City's cost and are paid for by the City.
Tenant will pay prorate share of utilities that are incremental from the historical base and
incidental to their usage of the facility.
3.5 Late Payment. Tenant hereby acknowledges that late payment by Tenant to
Landlord of rental or other sums due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such
costs include, but are not limited to, processing and accounting charges. Accordingly, any
payment of any sum to be paid by Tenant not paid 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.
3.6 Tnterest. 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
IRV#21100 v1 _3
in which case interest shall be at the maximum non-usurious rate allowed by law at the time the
stun became due.
4.0 USE OF THE PREMISES.
4.1 Permitted Use. The Landlord hereby leases to Tenant and Tenant hires from
Landlord the non-exclusive use of the Premises, with improvements as defined herein, for the
purpose of conducting thereon only the use specified in Section 1-6 o f this Lease.
4.2 Prohibited Uses. Tenant shall not sell or permit to be kept, used, displayed or
sold in or about the non-exclusive Premises (a) pornographic or sexually explicit books,
magazines, literature, films or other printed material, sexual paraphernalia, or other material
which would be considered lewd, obscene or licentious, (b) any article which may be prohibited
by standard forms of fire insurance policies, or (c) any alcoholic beverages unless expressly
permitted by Section 1.6 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 governmental regulations now in force or which
shall hereinafter be in force. Tenant's violation of law shall constitute an incurable default under
this Lease. The judgment of any court of competent jurisdiction, or the admission of Tenant in
any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant
has violated any such order or statute in said use, shall be conclusive of that fact as between the
Landlord and Tenant.
Tenant shall not engage in any activity on or about the Premises that violates any
Environmental Law, and shall promptly, at Tenant's sole cost and expense, take all investigatory
and/or remedial action required or ordered by any governmental agency or Environmental Law
for clean-up and removal of any contamination involving any Hazardous Material created or
caused directly or indirectly by Tenant. The term "Environmental Law" shall mean any federal,
state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the
environmental conditions on, under or about the Premises, including, without limitation, (i) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act
of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code
Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 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)
1RV#21100 v1 _4_
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 "Envirorunental
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 Si as. 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 oCthe Landlord
upon the exterior or in the windows of the Premises. Any sib 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 sib without Tenants approval.
4.5 Hours of Business. Subject to the provisions of Section 8.0 hereof, Tenant
shall continuously during the entire tenn 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 from time to time promulgate and/or modify. The riles
and regulations, if any, are attached hereto as Exhibit "D" ("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 Landlord shall not be
responsible to Tenant for the nonperformance of any said rules and regulations by any other
tenants or occupants. The Rules and Regulations shall apply and be enforced as to all tenants in
the Premises on a uniform basis.
5.0 ALTERATION'S AND REPAIRS.
5.1 Alterations and Fixtures. Any expansion, amendment, or alteration of the
Premises shall be in conformance with the requirements of all municipal, state, federal, and other
governmental authorities, including requirements pertaining to the health, welfare or safety of
employees or the public and in conformance with reasonable rules and regulations of Landlord.
Landlord may require that any such alterations be removed prior to the expiration of the telmn
hereof. Any removal of alterations or furniture and trade fixtures shall be at Tenant's expense
and accomplished in a good and workmanlike manner. Any damage occasioned by such
removal shall be repaired at Tenants expense so that the Premises can be surrendered in a good,
clean and sanitary condition as required by Section 5.2 hereof. Any and all fixtures and
appurtenances installed by Tenant shall conform with the requirements of all municipal, state,
IRV#21 100 v1 _5_
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, 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 Promises 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 term or sooner termination of this Lease to surrender the
Premises with appurtenances, in the same condition as when received and in a good, clean and
sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the
elements excepted-
5-3 Free from Liens. During the period of construction and thereafter Tenant
shall keep the Premises free from any liens arising out of any work performed, material
furnished, or obligation incurred by Tenant or alleged to have been incurred by Tenant. Upon
completion of construction of the improvements Tenant shall assure that lien releases arc
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
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 sidewalks directly adjacent to the Premises written on a per
Iav;�211 no vi
-6-
occurrence basis in an amount not less than either (i) a combined single limit of ONE
MILLION DOLLARS ($1,000,000.00) For bodily injury, death, and property datnage 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
$100,000.00 per occurrence and $250,000.00 in the aggregate; provided, however, if
Landlord so elects Landlord may provide such insurance and, in such event, Tenant
agrees to pay its pro 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 6.2 shall
be primary insurance and shall name the Landlord, its officers, employees and agents as
additional insureds. The insurers shall waive all rights of contribution they may have
against the Landlord, its officers, employees and agents and their respective insurers. All
of said policies of insurance shall provide that said insurance may not be amended or
cancelled without providing 30 days prior written notice by registered mail to the
Landlord. Prior to the Commencennent Date or such earlier date as Tenant takes
possession of the Premises for any purpose; and at least 30 days prior to the expiration of
any insurance policy, Tenant shall provide Landlord with certificates of insurance or
appropriate insurance binders evidencing the above insurance coverages written by
insurance companies acceptable to Landlord, licensed to do business in the state where
the Premises are located and rated A:VII or better by Bests Insurance Guide. In the
event the Risk Manager of Landlord ("Risk Manager") determines that (i) the Tenant's
activities in the Premises creates an increased or decreased risk of loss to the Landlord,
(ii) greater insurance coverage is required due to the passage of time, or (iii) changes in
the industry require different coverages be obtained, Tenant agrees that the minimum
limits of any insurance policy required to be obtained by Tenant may be changed
accordingly upon receipt of written notice from the Risk Manager, provided that Tenant
shall have the right to appeal a determination of increased coverage by the Risk Manager
to the City Council of Landlord within ten (10) days of receipt of notice from the Risk
Manager. Landlord and Tenant hereby waive any rights each may have against the other
on account of any loss or dannage 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
IRV 921100 VI
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 tinder 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 hammless
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 airy 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 Corm-non 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 onvssions 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 judgment rendered against the Landlord,
its officers, agents or employees for any such claims or liabilities arising out of or in
comnection 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 perfornance of or failure
to perform the work, operation or activities of Tenant hereunder, Tenant agrees to pay to
the Landlord, its officers, agents or employees, any and all costs and expenses incurred
by the Landlord, its officers, agents or employees in such action or proceeding, including
but not limited to, legal costs and attorneys' fees.
7.0 ABANDONMENT AND SURRENDER.
7.1 Abandonment. Tenant shall not vacate or abandon the Premises at any time
during the tern of this Lease; and if Tenant shall abandon, vacate or surrender the Premises or be
IRV#21100 vl _�+_
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,
tenninate all or any existing subleases or subtenancies, or may, at the option of Landlord, operate
as an assignment to it of any or all of such subleases or subtenancies.
8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of(a) partial or
total destruction of the Premises during the term of this Lease which requires repairs to the
Premises, or (b) the Premises being declared unsafe or ttnht 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 two (2) years 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 malting 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
bereinabove provided. If Landlord elects to tenninate 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 tenns of this Section, Tenant waives any statutory right it may have to cancel
this Lease as a result of such destruction.
9.0 ASSIGNMENT ,AND SUBLETTING. Tenant shall not assign this Lease or sublet
the Premises, or any interest therein, without the prior written consent of Landlord, which
consent shall not be unreasonably withheld. For purposes of this Lease, an assignment shall be
deemed to include the transfer to any person or group of persons acting in concert of more than
twenty five percent (25%) of the present ownership and/or control of Tenant, taking all transfers
into account on a cumulative basis. Landlord may withhold its consent to an assignment or
IRV#21100 vl _9_
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 sublessec's general financial condition, including liquidity and net worth, verified by audited
financial statements prepared by a Certified Public Accountant in conformity with Generally
Accepted Accounting Principles is equal to or greater than that of Tenant; (b) the proposed
assignee or sublessee has a demonstrated merchandising capability equal to or greater than that
of Tenant as to the use for which the Premises are leased; (c) the proposed assignee or sublessee
is morally and financially responsible. Any such assignment shall be subject to all of the terms
and conditions of this Lease and the proposed assignee shall assume the obligations of Tenant
under this Lease in writing in form satisfactory to Landlord. The proposed assignee shall
simultaneously provide to Landlord an estoppel certificate in the form described in 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 assiaQrnnent, subletting, occupation
or use by another person. Any assignment or subletting without the prior written consent of
Landlord shall be void, shall constitute a material breach of this Lease, and shall, at the option of
Landlord, terminate this Lease. Neither this Lease nor any interest therein shall be assignable as
to 4me 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 assigrunent 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
hereinabove, the occurrence of any one or more of the following events shall constitute a default
and breach of this Lease by Tenant: (a) the failure to pay any rental or other payment required
hereunder to or on behalf of Landlord more than three (3) days after written notice from
Landlord to Tenant that Tenant has failed to pay rent when due; (b) the failure to perform any of
Tenants agreements or obligations hereunder (exclusive of a default in the payment of money)
where such default shall continue for a period of thirty(30) days after written notice thereof from
Landlord to Tenant which notice shall be deemed to be the statutory notice so long as such notice
complies with statutory requirements; (c) the vacation or abandonment of the Premises by
Tenant; (d) the making by Tenant of a general assignment for the benefit of creditors; (e) the
filing by Tenant of a voluntary petition in bankruptcy or the adjudication of Tenant as a
bankrupt; (f) the appointment of a receiver to take possession of all or substantially all the assets
of Tenant located at the Premises or of Tenants leasehold interest in the Premises; (g) the filing
by any creditor of Tenant of an involuntary petition in bankruptcy which is not dismissed within
sixty (60) days after fling; 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 attaclnnent,
IRV#21100 vl
-10-
execution or seizure is not discharged within sixty (60) days. Any repetitive failure by Tenant to
perform its agreements and obligations hereunder, though intermittently cured, shall be deemed
an incurable default. Two (2) breaches of the same covenant within a sixty (60) day period, a
notice having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same
or different breaches at any time during the term of this Lease for which notices pursuant to (a)
or (b) above were given for the first two (2) breaches shall conclusively be deemed to be an
incurable repetitive failure by Tenant to perform its obligations hereunder.
hi the event of any such default or breach by Tenant, Landlord may at any time
thereafter, without fiirther 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 ruder this
Lease, or (ii) Landlord shall have the tight 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 tern 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 maximum 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%).
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.
Iev 021100 vl -11
Such efforts as Landlord may make to mitigate the damages caused by Tenants
breach of ibis Lease shall not constitute a waiver of Landlord's right to recover damages against
Tenant hereunder, nor shall anything herein contained affect Landlord's right to indemnification
against Tenant for any liability arising prior to the termination of this Lease for personal injuries
or property damage, and Tenant hereby agrees to indemnify and hold Landlord harmless from
any such injuries and damages, including all attorney's fees and costs incurred by Landlord in
defending any action brought against Landlord for any recovery thereof, and in enforcing the
terms and provisions of this indemnification against Tenant.
Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an
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 right to do so.
10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver
of any default or a waiver of any of Landlord's remedies.
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. Tn 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 fronx the condemning authority (but not
from Landlord), any amounts necessary to reimburse Tenant for the cost of removing stock and
fixtures. If this Lease is not terminated as above provided, Landlord shall use a portion of the
condemnation award to restore the Premises.
IRV#21100 v1 -12-
12.0 MISCELLANEOUS.
12.1 Entry and Inspection. Tenant shall pennit 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 terns 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, dining normal business hours, enter upon said Premises and exhibit
same to prospective tenants.
12.2 Estoppel Certificate. If, as a result of a proposed sale, assignment, or
hypothecation of the Premises or the land thereunder by Landlord, or at any other time, an
estoppel certificate shall be requested of Tenant, Tenant agrees, within ten (10) days thereafter,
to deliver such estoppel certificate in the form attached hereto as Exhibit "C" addressed to any
existing or proposed mortgagee or proposed purchaser, and to the Landlord. Tenant shall be
liable for any loss or liability resulting from any incorrect information certified, and such
mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial
statement.
12.3 Jurisdiction and Venue. The parties hereto agree that the State of
California is the proper jurisdiction for litigation of any matters relating to this Lease, and service
mailed to the address of tenants set Forth herein shall be adequate service for such litigation. The
parties further agree that Riverside County, California is the proper place for venue as to any
such litigation and Tenant agrees to submit to the personal jurisdiction of such court in the event
of such litigation.
12.4 Partial Invalidity. If any tern, 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 Cull force and effect and shall in no way be
affected, impaired or invalidated thereof.
12.5 Successors in Interest. The covenants lmerem contained shall, subject to
the provisions as to assigmment, apply to and bind the heirs, successors, executors, administrators
and assigns of all the parties hereto; and all of the parties hereto shall be jointly and severally
liable hereunder.
12.6 No Oral Agreements. This (i) Lease covers in full each and every
agreement of every kind or nature whatsoever between the parties hereto concerning this Lease,
(ii) supersedes any and all previous obligations, agreements and understandings, if any, between
the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of
whatsoever kind or nature herein. Tenant acknowledges that no representations or warranties of
IRV#21100 v1 -13-
any kind or nature not specifically set forth herein have been made by Landlord or its agents or
representatives.
12.7 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
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!
12.8 Relationship of Parties. The relationship of the parties hereto is that of
Landlord and Tenant, and it is expressly understood and agreed that Landlord does not in any
way or for any purpose become a partner of Tenant in the conduct of Tenant's business or
otherwise, or a joint venturer with Tenant, and that the provisions of this Lease and the
agreements relating to rent payable hereunder are included solely for the purpose of providing a
method whereby rental payments are to be measured and ascertained.
12.9 Nondiscrimination. Tenant herein covenants by and for itself, its heirs,
executors, administrators and assigns and all persons claiming under or through it, slid 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 or occupancy
of tenants, lessees, sublessees, subtenants or vendees in the Premises.
12.10 Notices. Wherever in this Lease it shall be required or permitted that
notice and demand be given or served by either party to this Lease to or on the other, such notice
or demand shall be given or served in writing and shall not be deemed to have been duly given or
served unless in writing, and personally served or forwarded by certified mail, postage prepaid,
addressed, if to Landlord, to the 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.
12.11 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party shall impair such right or remedy or be construed as a waiver. A party's
consent to or approval of any act by the other party requiring the party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of
any subsequent act Any waiver by either party of any default must be in writing and shall not be
a waiver of any other default concerning the same or any other provision of this Lease.
IRV 421100 vI -14-
12.12 Exhibits and Addenda. The Exhibits and Addenda attached to this Lease
are made a part hereof as if frilly set forth herein. 1n the event of a conflict between the terms
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 vl -15-
IN WITNESS WHEREOF, the parties have duly executed this Lease together with the
herein referred to Exhibits which are attached hereto, on the day and year first above written in
Palm Springs, California.
ATTEST:
COMMUNITY REDEVELOPMENT
AGENCY OF THE
CITY OF PALM SPRINGS, a
Cali forma Charter City
By: By:
Assistant Secretary Executive Director
REVIEWED AND APPROVED
WOODRUFF, SPRADLIN& SMART
By:
Douglas C. Holland
Agency Counsel
"TENANT"
By:
Its:
By:
Tts:
DRAFTED AND REVIWED
By:
John S. Raymond, Director
Cotmnunity and Economic Development
IRV02iloovi -16-
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PREMISES
IRV#21100 v1
EXI-IIEiT"A"
TO LEASE
EXHIBIT `B-1"
PLOT PLAN OF PREMISES
IRV#21100 vl
EXHIBIT"B-1"
TO LEASE
EXHIBIT "C"
ESTOPPEL,CERTIFICATE
Tenant: LEATHER AND LACE, CARRIAGES, INC.
DBA, PALM SPRINGS CARRIAGES
Landlord: COMMUNITY AND REDEVELOPMENT AGENCY
OF THE
CITY OF PALM SPRINGS, a
California Charter City
Date of Lease:
Premises: 232 Belardo Road Palm Springs, CA 92264
To:
The undersigned hereby cerd Fies as follows:
I. The undersigned is the tenant ("Tenant") under the above-referenced Lease
("Lease") covering the above-referenced premises ("Premises").
2. The Lease constitutes the entire agreement between landlord under the Lease
("Landlord") and Tenant with respect to the Premises and the Lease has not been modified,
changed, altered or amended in any respect except as set forth above.
3. The term of the Lease commenced on 20 and, including any
presently exercised option or renewal term, will expire on 20 . 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 been completed and accepted by Tenant and any tenant
construction allowances have been paid in full.
4. As of this date, to the best of Tenant's knowledge, there exists no breach or
default, nor state of facts which, with notice, the passage of time, or both, would result in a
breach or default on the part of either Tenant or Landlord. To the best of Tenants knowledge, no
claim, controversy, dispute, quarrel or disagreement exists between Tenant and Landlord.
5. Tenant is currently obligated to pay Annual Rent in installments of S
per month, and such monthly installments have been paid not more than one month in advance.
To the best of Tenants knowledge, no other rent has been paid in advance and Tenant has no
IRV 4121100 v I
EXHIBIT"O"
TO LEASE.
claim or defense against Landlord under the Lease and is asserting no offsets or credits against
either the rent or Landlord. Tenant has no claim against Landlord for any security or other
deposits except $ 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 are a part. Tenant has no option or preferential light
to purchase all of any part of the Premises nor any right or interest with respect to the Premises
other than as Tenant under the Lease. Tenant has no right to renew or extend the terns of the
Lease except as set forth in the Lease.
7. Tenant has made no agreements with Landlord or its agent or employees
concerning free rent, partial rent, rebate of rental payments or any other type of rent or other
concession except as expressly set forth in the Lease.
8. There has not been filed by or against Tenant a petition in bank-uptcy, voluntary
or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or
arrangement under the bankruptcy laws of the United States, or any state thereof, or any other
action brought under said bankruptcy laws with respect to Tenant.
9. All insurance which Tenant is required to maintain under the Lease has been
obtained by Tenant and is in full force and effect and all premiums with respect thereto have
been paid.
Dated this day of 20
By:
Its:
IRV#21100 v1
EXT-11B1111"C"
TO LEASE
EXH BIT "D"
RULES AND REGULATIONS
1. All loading and unloading of horses, carriages and other related equipment, as
well as the parking and storage of trucks, trailers, carriages, and horses shall be done only at the
times, in the areas and through the entrances reasonably designated for such purposes by City.
2. All loading and unloading of passengers shall be done only at the times, in the
areas and through the entrances reasonably designated for such purposes by City.
3. The Tenant is responsible for maintaining the security of passengers and parked
vehicles 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 bum any trash or garbage of any kind in, about or upon
the Premises. Tenant shall not place any rubbish or other matter outside any building within the
Facility, except in such containers as are authorized from time to time by City.
5. No radio or television or other similar device audible outside the facility shall be
installed without obtaining in each instance the written consent of City. No aerial shall be
erected on the roof, exterior walls or grounds of the Premises without first obtaining in each
instance the written consent of City which consent shall not be unreasonably withheld or
delayed. Any aerial so installed without such written consent shall be subject to removal without
notice at any time.
6. No loudspeakers, televisions, phonographs, radios or other devices shall be used
in a manner so as to be heard or seen outside of the Premises without first obtaining in each
instance written consent of City.
7. No sirens, outside paging or any type of signalization will be permitted, except
approved alarm systems.
8. The outside sidewalks, parking lots and loading areas immediately adjoining the
premises shall be kept clean and free from dirt and rubbish by Tenant to the reasonable
satisfaction of City, and Tenant shall not place or permit any obstructions or merchandise in such
areas, except to the extent specifically permitted by the provisions of Tenant's lease.
8. Tenant will not allow animals, except for horses needed for the operation of the
carriage rides, 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.
IRV#21100 vt
EXHIBIT"E"
TO LEASE
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.
1RV 921100 vl
EXHIBIT"L"
TO LFASE
EXHIBIT "E"
INSURANCE REQUIREMENTS-SPECIAL PROVISIONS
IRV R2l 100 vl
EXHIBIT"E"
TO LEASE
TABLE OF CONTENTS
Page No.
1.0 LEASE SUMMARY................ . .. .. .....................................................1
1.1 Premises....................................................................... • ..............1
1.2 Lease Commencement Date. ..................................................................1
1.3 Extension Options. N/A. ...............................................................1
1.4 Rental............................................................. .. .. .. ..................................2
1.5 Security Deposit................................................................. --.......2
1.6 Use of Premises........ .................................................................. 2
1.7 Tenant' s Address for Notices.....................................................................2
2.0 TERM........................................................I.............................................................2
2.1 Term.... . ...................................................................... . .......................2
2.2 Termination By Landlord. .................................. •. • ...................2
2.3 Holding Over. ....... .................................................... 2
3.0 RENTAL......................... ................................................. 3
3.1 Annual Rental. ................. ...........................................................3
3.2 heal Property Taxes................................ • ..........................................3
3.3 Personal Property Taxes. .......................... ...................................3
3.4 Utilities .. ........................................................ .. --.........................3
3.5 Late Payment. .... •........................................................ • 3
3.6 hiterest................................................. ..............................................3
4.0 USE OF THE PREMISES ......... .. ........................................................ 4
4.1 Permitted Use....................................... . . . .............................................4
4.2 Prohibited Uses....... ...................................................... . ............4
4.3 Corn liance with Laws. ........... •............................................ 4
4.4 SLm..................... ............................................. . ..............5
4.5 Hours of Business. .......................................................................................5
4.6 Rules and Regulations................ • . . .............................................•. .115
5.0 ALTERATIONS AND REPAIRS ........................... . ....................................5
5.1 Alterations and Fixtures.... ........................................ ................5
IRV 921100 v I i
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------------------..........................................8
7.1 Abandonment............................................................ ..............................8
T2 Surrender of Lease. .................................... ...........................9
8.0 DAMAGE AND DESTRUCTION OF PREMISES. ..........................................9
9.0 ASSIGNMENT AND SUBLETTING..................................................................9
10.0 DEFAULT AND REMEDIES ........... ...................................................10
10.1 Default by Tenant. ................................ •.......................................10
10.2 No Waiver............................................................. • ....................12
10.3 Landlord's Default............................................................. ............12
11.0 CONDEMNATION. ................ .. .. .. .............................................. 12
12.0 MISCELLANEOUS ............. ................................................... l3
12.1 Entry and Inspection. ........................... •.......................................13
12.2 Estoppel Certificate............................................................ ....................13
12.3 Jurisdiction and Venue.... •................................................. 13
12.4 Partial Invalidity.................................. .. ............................................13
12.5 Successors in Interest................................. . ..................................13
12.6 No Oral Aercements. .................................................................................13
12.7 Authority...................................................... . ......................................14
12.8 Relationship of Parties ................................................. ...............14
12.9 Nondiscrimination........................... .. .. .. ...................................... .14
12.10 Notices. ............... •.............................................. . ....................14
12.11 Waiver........................................................................................................14
12.12 Exhibits and Addenda...... . . ......................................... ................15
IRV#2I100 vl ii
EXHIBIT A- LEGAL DESCRIPTION OF THE PREMISES
EXHIBIT B-1 - PLOT PLAN OF PREMISES
EXHIBIT C - ESTOPPEL CERTIFICATE
EXHIBIT D -RULES AND REGULATIONS
1RV#21100 vt
iii
aPLM S,
Uc
U n
Community Redevelopment
Agency Staff Report
DATE: July 30, 2008 NEW BUSINESS
SUBJECT: APPROVAL. OF A LEASE AGREEMENT WITH LEATHER AND LACE
CARRIAGES, INC., DBA PALM SPRINGS CARRIAGES FOR USE OF A
CARRIAGE ENCLOSURE LOCATED AT 232 BELARDO ROAD
FROM: David H. Ready, City Manager
BY: Community Redevelopment Agency
SUMMARY:
The Lease Agreement is for the continued use of the Agency-owned Carriage House
located at 232 Belardo Road by the business Palm Springs Carriages. The approval of
this Lease Agreement will allow for Palm Springs Carriages to continue operating horse
drawn carriage transportation in the historic village of Palm Springs. The company
operates a local service that provides scenic transportation around downtown Palm
Springs. The Agency property is used as the business address and storage facility for
the horse drawn carriages owned by Palm Springs Carriages during hours of non-
operation.
RECOMMENDATION:
1. Approve Agreement No. Lease by and between Leather and Lace
Carriages, Inc., DBA Palm Springs Carriages and the Community
Redevelopment Agency of the City of Palm Springs for non-exclusive use of the
Agency owned Carriage House at 232 Belardo Road.
2. Authorize the Executive Director or his designee to execute all the necessary
documents-
BACKGROUND-
In May 2007, Palm Springs Carriages was purchased by Leather and Lace Carriages,
Inc. In addition to purchasing all of the furnishings, fixtures, and horses the buyers of
the business purchased the right to lease the Carriage Enclosure located at 232
Belardo Road from the Agency. Once the business was purchased Leather and Lace,
Item No. R A 2 .
Inc. applied for a business license to operate downtown using the Agency-owned
Carriage Enclosure as their business address. However, when the business license
was granted, the Lease Agreement with the Agency for use of the property had been
expired.
The City is in the process of collecting unpaid rent from the current and previous
owners of the business. The prior lease had a $156.00 per month rental rate but had
expired.
Going forward, Staff recommends entering a new two year term lease agreement with
Leather and Lace Carriages, Inc., which has been increased by the cumulative
Consumer Price Index (CPI) from the previous lease. The new lease will allow Palm
Springs Carriages to continue operating in an efficient manner that would provide a
unique service that will continue serving tourists and the local community with horse
drawn carriage transportation.
FISCAL IMPACT:
The Lease Agreement would provide the Agency revenue of $187/month to help offset
costs it currently bears in utilities and water as a result of operations. The incremental
increase in nthly leasin osts has been factore according to the CIP.
ohn R nd, Director Jen ife a nin
o uni edevelopment Agency P blic itsnad Special Projects Coordinator
DAVID H. READY Tom Wilson
Executive Director Assistant City Manager
Attachments:
1. Carriage House Lease Agreement
CARRIAGE ENCLOSURE LEASE
By and Between
THE COMMUNITY REDEVELOPMENT AGENCY
OF THE
CITY OF PALM SPRINGS
And
Leather and Lace Carriages, Inc.
DBA Palm Springs Carriages
IRV iyzl 100 vl
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
Leather and Lace Carriages (dba Palm Springs Carriages) ("Tenant").
RECITALS
A. WHEREAS Leather and Lace Carriages, Inc. (DBA Palm Springs Carriages) is a
provider of horse drawn carriage transportation, serving tourists and visitors to the
downtown; and
B. WHEREAS Palm Springs Carriages operates a local service that provides scenic
transportation around the historic village of Pahn Springs and provides a novelty
transportation service; and
F. WHEREAS the Community Redevelopment Agency ("Agency") owns the Carriage
Enclosure located at 232 Belardo Road in Palm Springs, California ("Facility"). The
Facility is used by Palm Springs Carriages to load and store horse drawn carriages; and
G. WHEREAS Palm Springs Carriages uses the Facility full time. Palm Springs Carriages
desires to use the Carriage Douse to provide a location for storing carriages; and
H. WHEREAS the proposed use of the Facility by User will benefit the City by, among
other things, providing sightseeing-transportation service arottnd 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 non-exclusively used by Palm Springs Carriages.
1.2 Lease Corrttnencement Date. The Lease shall commence August 1, 2008.
Lease Term: Two (2) years. Lease Termination Date: July 31, 2010.
1.3 Extension One(1) option for a term of one (1) year.
iRvuauoo Vr 1
1.4Rental. Rental shall be One Hundred Eighty Seven Dollars ($187.00) 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 am-iversary date of the Commencement Date, monthly rental
shall be adjusted in proportion to changes in the Consumer Price Index (CPI). In addition,
should cost for Security Contractor increase as a result of expanded bus service schedule or
increased need for security supervision due to incidents related to bus services, rental amount
shall be increased accordingly.
L5 Security Deposit. N/A.
1.6 Use of Premises. Premises shall be used for storage and operation of horse
drawn carriage services. Tenant shall make good faith efforts to coordinate usage of the
Premises with the City.
1.7 Tenant' s Address for Notices.
Roxanne Mishler and Diane Schroeder
Leather and Lace Carriages, Inc.
57828 Calle Way
Yucca Valley, CA 92284
Telephone: 760-364-4430
With a copy to:
Cormnunity Redevelopment Agency of the City of Pahn Springs
Attn: Executive Director
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
2.0 TERM.
2.1 Term. The term of this Lease shall commence on the date specified in Section
1.2 ("Commencement Date") and shall continue for the period specified therein unless earlier
tenninated as provided herein.
2.2 Tennination 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 Over. Any holding over after the expiration of the term 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
IRV#21100 vl _2_
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 Monthly Rental. 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 alter 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 tenor 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 from the real property of Landlord.
3.4 Utilities. Tenant's payment of monthly rental shall include all utilities to the
Premises as part of the rental payment. At the time of execution of this Agreement, electrical
and water service are extended to the Premises at the City's cost and are paid for by the City.
Tenant will pay prorate share of utilities that are incremental from the historical base and
incidental to their usage of the facility.
3.5 Late Payment. Tenant hereby acknowledges that late payment by Tenant to
Landlord of rental or other sums due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such
costs include, but are not limited to, processing and accounting charges. Accordingly, any
payment of any sum to be paid by Tenant not paid 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.
3.6 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 penmitted by law
IRV g21700 vl
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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 non-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 nor-exclusive Premises (a) pornographic or sexually explicit books,
magazines, literature, films or other printed material, sexual paraphernalia, or other material
which would be considered lewd, obscene or licentious, (b) any article which may be prohibited
by standard forms of fire insurance policies, or (c) any alcoholic beverages unless expressly
permitted by Section 1.6 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 govenmental regulations now in force or which
shall hereinafter be in force. Tenant's violation of law shall constitute an incurable default under
this Lease. The judgment of any court of competent jurisdiction, or the admission of Tenant in
any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant
has violated any such order or statute in said use, shall be conclusive of that fact as between the
Landlord and Tenant.
Tenant shall not engage in any activity on or about the Premises that violates any
Environmental Law, and shall promptly, at Tenant's sole cost and expense, take all investigatory
and/or remedial action required or ordered by any governmental agency or Environmental Law
for clean-up and removal of any contamination involving any Hazardous Material created or
caused directly or indirectly by Tenant. The term "Environmental Law" shall mean any federal,
state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the
environmental conditions on, under or about the Premises, including, without limitation, (i) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), 42 U.S.C_ Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act
of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code
Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 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)
IRv,t2i 100 v1 4_
®®CC7
substances known by the State of California to cause cancer and/or reproductive toxicity. It is
the intent of the parties hereto to construe the terms "Hazardous Materials" and "Environmental
Laws" in their broadest sense. Tenant shall provide all notices required pursuant to the Safe
Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section
25249.5 et seq. Tenant shall provide prompt written notice to Landlord of the existence of
Hazardous Substances on the premises and all notices of violation of the Environmental Laws
received by Tenant.
4.4 Suns. 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 from time to time promulgate and/or modify. The rules
and regulations, if any, are attached hereto as Exhibit "D" ("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. Landlord shall not be
responsible to Tenant for the nonperformance of any said rules and regulations by any other
tenants or occupants. The Rules and Regulations shall apply and be enforced as to all tenants in
the Premises on a uniform basis.
5.0 ALTERATIONS AND REPAIRS.
5.1 Alterations and Fixtures. Any expansion, amendment, or alteration of the
Premises shall be in conformance with the requirements of all municipal, state, federal, and other
governmental authorities, including requirements pertaining to the health, welfare or safety of
employees or the public and in conformance with reasonable rules and regulations of Landlord.
Landlord may require that any such alterations be removed prior to the expiration of the term
hereof. Any removal of alterations or furniture and trade fixtures shall be at Tenant's expense
and accomplished in a good and workmanlike manner. Any damage occasioned by such
removal shall be repaired at Tenants expense so that the Premises can be. surrendered in a good,
clean and sanitary condition as required by Section 5.2 hereof. Any and all fixtures and
appurtenances installed by Tenant shall conform with the requirements of all municipal, state,
IRV$.I 100 v1 _5_
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, at all tithes 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 term or sooner termination of this Lease to surrender the
Premises with appurtenances, in the same condition as when received and in a good, clean and
sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the
elements excepted.
5.3 Free from Liens. During the period of construction and thereafter Tenant
shall keep the Premises free from any liens arising out of any work performed, material
Famished, 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 Gre and extended
coverage insurance throughout the tern 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 detennine 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
its trade fixtures, equipment, personal property and inventory within the Premises from
loss or darnage to the extent of their full replacement value.
(b) Tenant to Provide Liability Insurance. During the entire tenn 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 sidewalks directly adjacent to the Premises written on a per
1av as 1 inn V i 6_
OEM
occurrence basis in an amount not less than either (i) a combined single limit of ONE
MILLION DOLLARS (51,000,000.00) for bodily injury, death, and property damage or
(ii) bodily injury limits of $250,000.00 per person, $500,000.00 per occurrence and
$500,000.00 products and completed operations and property damage limits of
$100,000.00 per occurrence and $250,000.00 in the aggregate; provided, however, if
Landlord so elects Landlord may provide such insurance and, in such event, Tenant
agrees to pay its pro rata share of the cost of said insurance on the same basis as provided
in Section 6.1 above.
(c) Tenant to Provide Worker's Compensation Insurance. If applicable,
Tenant shall, at the Tenants sole cost and expense, maintain a policy of worker's
compensation insurance in an amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for both the
Tenant and the Landlord against any loss, claim or damage arising from any injuries or
occupational diseases occurring to any worker employed by or any persons retained by
the Tenant in the course o F conducting Tenant's business in the Premises.
(d) General Provisions Applicable to Tenant's Insurance. All of the
policies of insurance required to be procured by Tenant pursuant to this Section 6.2 shall
be primary insurance and shall name the Landlord, its officers, employees and agents as
additional insureds. The insurers shall waive all rights of contribution they may have
against the Landlord, its officers, employees and agents and their respective insurers. All
of said policies of insurance shall provide that said insurance may not be amended or
cancelled without providing 30 days prior written notice by registered mail to the
Landlord. Prior to the Commencement Date or such earlier date as Tenant takes
possession of the Premises for any purpose; and at least 30 days prior to the expiration of
any insurance policy, Tenant shall provide Landlord with certificates of insurance or
appropriate insurance binders evidencing the above insurance coverages written by
insurance companies acceptable to Landlord, licensed to do business in the state where
the Premises are located and rated A:VII or better by Bests Insurance Guide. In the
event the Risk Manager of Landlord ("Risk Manager") detennines 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
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
IRV ft2l 100 vl _�_
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 of 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
clairned 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 judgment rendered against the Landlord,
its officers, agents or employees for any such claims or liabilities arising out of or in
connection with the negligent performance of or failure to peiforrn 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 attorneys' fees.
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 Prerises or be
IRV"C1100 vl
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dispossessed by process of law, or otherwise, any personal property belonging to Tenant and left
on the Premises shall be deemed to be abandoned, at the option of Landlord, except such
property as may be mortgaged to Landlord.
7.2 Surrender of Lease_ The voluntary or other surrender of this Lease by Tenant
or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord,
terminate all or any existing subleases or subtenancies, or may, at the option of Landlord, operate
as an assignment to it of any or all of such subleases or subtenancies.
8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of(a) partial or
total destruction of the Premises during the tenn 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 two (2) years of the tenn of this Lease the Premises are damaged as a result of fire
or any other insured casualty to an extent in excess of twenty-five percent (25%) of the then
replacement cost (excluding foundations), Landlord may within thirty (30) days following the
date such damage occurs terminate this Lease by written notice to Tenant. If Landlord, however,
elects to make said repairs, and provided Landlord uses due diligence in making said repairs, this
Lease shall continue in full force and effect, and the Monthly Rental shall be proportionately
reduced while such repairs are being made as hereinabove provided. Nothing in the foregoing to
the contrary withstanding, if the Premises or said building is damaged or destroyed at any time
during the term hereof to an extent of more than twenty-five percent (25%) of the then
replacement cost (excluding foundations) as a result of a casualty not insured against, Landlord
may within thirty (30) days following the date of such destruction terminate this Lease upon
written notice to Tenant. If Landlord does not elect to terminate because of said uninsured
casualty, Landlord shall promptly rebuild and repair the Premises and/or the building and the
Monthly Rental shall be proportionately reduced while such repairs are being made as
hcrcinabove 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 tens of this Section, Tenant waives any statutory Tight it may have to cancel
this Lease as a result of such destruction.
9.0 ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease or sublet
the Premises, or any interest therein, without the prior written consent of Landlord, which
consent shall not be unreasonably withheld. For purposes of this Lease, an assignment shall be
deemed to include the transfer to any person of 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
IRV#21100 vl -9..
060012
sublease to a proposed assignee or sublessee, and Tenant agrees that Landlord shall not be
unreasonable for doing so, unless all the following criteria arc 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 assigtunent shall be subject to all of the terms
and conditions of this Lease and the proposed assignee shall assume the obligations of Tenant
under this Lease in writing in form satisfactory to Landlord. The proposed assignee shall
simultaneously provide to Landlord an estoppel certificate in the form described in Section 122
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 assigmnent, 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, tenninate 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 detennined by Landlord, Landlord shall have the tight 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
hereinabove, the occurrence of any one or more of the following events shall constitute a default
and breach of this Lease by Tenant: (a) the failure to pay any rental or other payment required
hereunder to or on behalf of Landlord more than three (3) days after written notice from
Landlord to Tenant that Tenant has failed to pay rent when due; (b) the failure to perform any of
Tenants agreements or obligations hereunder (exclusive of a default in the payment of money)
where such default shall continue for a period of thirty(30) days after written notice thereof from
Landlord to Tenant which notice shall be deemed to be the statutory notice so long as such notice
complies with statutory requirements; (c) the vacation or abandonment of the Premises by
Tenant; (d) the making by Tenant of a general assignment for the benefit of creditors; (e) the
filing by Tenant of a voluntary petition in bankruptcy or the adjudication of Tenant as a
bankrupt; (t) 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 (Ir) the attachment, execution or other judicial Seizure of all or
substantially all of the assets of Tenant or Tenant's leasehold where such an attachment,
IRV0?1100 v1 -10-
execution or seizure is not discharged within sixty (60) days. Any repetitive failure by Tenant to
perfom-i its agreements and obligations hereunder, though intermittently cured, shall be deemed
an incurable default. Two (2) breaches of the same covenant within a sixty (60) day period, a
notice having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same
or different breaches at any time during the term of this Lease for which notices pursuant to (a)
or (b) above were given for the first two (2) breaches shall conclusively be deemed to be an
incurable repetitive failure by Tenant to perform its obligations hereunder.
In the event of any such default or breach by Tenant, Landlord may at any time
thereafter, without further notice or demand, rectify or cure such default, and any sums expended
by Landlord for such purposes shall be paid by Tenant to Landlord upon demand and as
additional rental hereunder. In the event of any such default or breach by Tenant, Landlord shall
have the right (i) to continue the Lease in full force and effect and enforce all of its rights and
remedies under this Lease, including the right to recover the rental as it becomes due under this
Lease, or (ii) Landlord shall have the right at any time thereafter to elect to terminate the Lease
and Tenants right to possession thereunder. 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 tennination;
(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 term 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 Arnerica, N.A. but in no event greater than the maximum rate
permitted by law. The worth at the time of award of the amount referred to in subparagraph (iii)
above shall be corputed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus one percent (I ), but in no event greater than
ten percent (10%).
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.
IRV 411100 vI
-11-
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 fight to indemnification
against Tenant for any liability arising prior to the termination of this Lease for personal injuries
or property damage, and Tenant hereby agrees to indemnify and hold Landlord harmless from
any such injuries and damages, including all attorney's fees and costs incurred by Landlord in
defending any action brought against Landlord for any recovery thereof, and in enforcing the
terms and provisions of this indemnification against Tenant.
Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an
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 right to do so.
10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver
of any default or a waiver of any of Landlord's remedies.
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
of 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 Landlords obligation is such that more than
thirty (30) days are required for performance then Landlord shall not be deemed in default if
Landlord commences performance within a (30) day period and thereafter diligently prosecutes
the same to completion. In no event shall Tenant have the right to terminate this Lease as a
result of Landlord's default and Tenant's remedies shall be limited to damages and/or an
injunction_
11.0 CONDEMNATION. In the event a condemnation or a transfer in lieu thereof
results in a taking of any portion of the Premises, Landlord may, or in the event a condemnation
or a transfer in lieu thereof results in a taking of twenty-five percent (25%) or more of the
Premises, Tenant may, upon written notice given within thirty (30) days after such taking or
transfer in lieu thereof, terminate this Lease. Tenant shall not be entitled to share in any portion
of the award and Tenant hereby expressly waives any right or claim to any part thereof Tenant
shall, however, have the right to claim and recover, only from the condemning authority (but not
from Landlord), any amounts necessary to reimburse Tenant for the cost of removing stock and
fixtures. If this Lease is not tenninated as above provided, Landlord shall use a portion of the
condemnation award to restore the Premises.
IRV n2I 100 vI -12-
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 oNbis 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 detennined 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 nonnal business hours, enter upon said Premises and exhibit
same to prospective tenants.
12.2 Estoppel Certificate. 1f, as a result of a proposed sale, assignment, or
hypothecation of the Premises or the land thereunder by Landlord, or at any other time, an
estoppel certificate shall be requested of Tenant, Tenant agrees, within ten (10) days thereafter,
to deliver such estoppel certificate in the form attached hereto as Exhibit "C" addressed to any
existing or proposed mortgagee or proposed purchaser, and to the Landlord. Tenant shall be
liable for any loss or liability resulting from any incorrect information certified, and such
mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial
statement.
12.3 Jurisdiction and Venue. The parties hereto agree that the State of
California is the proper jurisdiction for litigation of any matters relating to this Lease, and service
mailed to the address of tenants set forth herein shall be adequate service for such litigation. The
parties further agree that Riverside County, California is the proper place for venue as to any
such litigation and Tenant agrees to submit to the personal jurisdiction of such court in the event
of such litigation.
12.4 Partial Invalidity. if any tenn, covenant, condition or provision of this
Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions hereof shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereof:
12.5 Successors in Interest. The covenants herein contained shall, subject to
the provisions as to assigrunent, apply to and bind the heirs, successors, executors, administrators
and assigns of all the parties hereto; and all of the parties hereto shall be jointly and severally
liable hereunder.
12.6 No Oral Agreements. This (i) Lease covers in full each and every
agreement of every kind or nature whatsoever between the parties hereto concerning this Lease,
(ii) supersedes any and all previous obligations, agreements and understandings, if any, between
the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of
whatsoever kind or nature herein. Tenant acknowledges that no representations or warranties of
IRy#2I 100 vI
any kind or nature not specifically set forth herein have been made by Landlord or its agents or
representatives.
12.7 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
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!
12.8 Relationship of Parties. The relationship of the parties hereto is that of
Landlord and Tenant, and it is expressly understood and agreed that Landlord does not in any
way or for any purpose become a partner of Tenant in the conduct of Tenant's business or
otherwise, or a joint venturer with Tenant, and that the provisions of this Lease and the
agreements relating to rent payable hereunder are included solely for the purpose of providing a
method whereby rental payments are to be measured and ascertained_
12.9 Nondiscrimination. Tenant herein covenants by and for itself, its heirs,
executors, administrators and assigns and all persons claiming under or through it, and this Lease
is made and accepted upon and subject to the following conditions: That there shall be no
discrimination against or segregation of any person or group of persons on account of race, sex,
marital status, color, creed, national origin or ancestry, in the leasing, subleasing, transferring,
use, occupancy, tenure or enjoyment of the Premises herein leased, nor shall the Tenant itself, or
any person claiming under or through it, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy
of tenants, lessees, sublessees, subtenants or vendees in the Premises.
12.10 Notices. Wherever in this Lease it shall be required or pematted 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.
12.11 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party shall impair such right or remedy or be construed as a waiver. A party's
consent to or approval of any act by the other party requiring the party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of
any subsequent act. Any waiver by either party of any default must be in writing and shall not be
a waiver of any other default concerning the same or any other provision of this Lease.
IRv my 100 V1 -14-
0G'E I'
12.12 Exhibits and Addenda. The Exhibits and Addenda attached to this Lease
are made a part hereof as if fully set forth herein. In the event of a conflict between the terns
and provisions of an Addenda and the terms and provisions of this Lease, the teens and
provisions of the Addenda shall prevail.
[SIGNATURES ON NEXT PAGE]
IRV#2I100 vl -15-
0610C, "8
IN WITNESS WHEREOF, the parties have duly executed this Lease together with the
herein referred to Exhibits which are attached hereto, on the day and year first above written in
Palm Springs, California.
ATTEST:
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#211ou vi -16-
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PREMISES
iev�auooi
EXHIBIT"A"
TO LEASE
0600, 20
EXHIBIT"B-1"
PLOT PLAN OF PREMISES
IRV 021100 vl
EXHIBIT"B-F
TO LEASE
GG C22!.
EXHIBIT "C"
ESTOPPEL CERTIFICATE
Tenant: LEATHER AND LACE CARRIAGES, INC.
DBA, PALM SPRINGS CARRIAGES
Landlord: COMMUNITY AND REDEVELOPMENT AGENCY
OF THE
CITY OF PALM SPRINGS, a
California Charter City
Date of Lease:
Premises: 232 Belardo Road Palm S rin s CA 92264
To:
The undersigned hereby certifies as follows:
I. The undersigned is the tenant ("Tenant") under the above-referenced Lease
("Lease") covering the above-referenced premises ("Premises").
2. The Lease constitutes the entire agreement between landlord under the Lease
("Landlord") and Tenant with respect to the Premises and the Lease has not been modified,
changed, altered or amended in any respect except as set forth above.
3. The term of the lease commenced on 20 and, including any
presently exercised option or renewal term, will expire on 20 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 been completed and accepted by Tenant and any tenant
construction allowances have been paid in full.
4. As of this date, to the best of Tenant's knowledge, there exists no breach or
default, nor state of facts which, with notice, the passage of time, or both, would result in a
breach or default on the part of either Tenant or Landlord. To the best of Tenants knowledge, no
claim, controversy, dispute, quarrel or disagreement exists between Tenant and Landlord.
5. Tenant is currently obligated to pay Annual Rent in installments of S
per month, and such monthly installments have been paid not more than one month in advance.
To the best of Tenants knowledge, no other rent has been paid in advance and Tenant has no
IRV 421100 v I
EXHIBIT"C"
TO LEASE
000S22
claim or defense against Landlord under the Lease and is asserting no offsets or credits against
either the rent or Landlord. Tenant has no claim against Landlord for any security or other
deposits except S 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 are a part. Tenant has no option or preferential right
to purchase all of any part of the Premises nor any right or interest with respect to the Premises
other than as Tenant under the Lease. Tenant has no tight to renew or extend the tern of the
Lease except as set forth in the Lease.
7. Tenant has made no agreements with Landlord or its agent or employees
concerning free rent, partial rent, rebate of rental payments or any other type of rent or other
concession except as expressly set forth in the Lease.
8. There has not been filed by or against Tenant a petition in bankruptcy, voluntary
or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or
arrangement under the bankruptcy laws of the United States, or any state thereof, or any other
action brought under said bankruptcy laws with respect to Tenant.
9. All insurance which Tenant is required to maintain under the Lease has been
obtained by Tenant and is in full force and effect and all premiums with respect thereto have
been paid.
Dated this day of , 20
By:
Its:
IRV�2I IUU vI
TO LEASE
EXHIBIT "D"
RULES AND REGULATIONS
1. All loading and unloading of horses, carriages and other related equipment, as
well as the parking and storage of bucks, trailers, carriages, and horses shall be done only at the
times, in the areas and through the entrances reasonably designated for such purposes by City.
2. All loading and unloading of passengers shall be done only at the times, in the
areas and through the entrances reasonably designated for such purposes by City.
3. The Tenant is responsible for maintaining the security of passengers and parked
vehicles at the Premises through its own efforts.
4. All of Tenant's refuse and rubbish shall be removed on a regular basis at Tenant's
sole cost and expense. Tenant shall not burn any trash or garbage of any kind in, about or upon
the Premises. Tenant shall not place any rubbish or other matter outside any building within the
Facility, except in such containers as are authorized from time to time by City.
5. No radio or television or other similar device audible outside the facility shall be
installed without obtaining in each instance the written consent of City. No aerial shall be
erected on the roof, exterior walls or grounds of the Premises without first obtaining in each
instance the written consent of City which consent shall not be unreasonably withheld or
delayed. Any aerial so installed without such written consent shall be subject to removal without
notice at any time.
6. No loudspeakers, televisions, phonographs, radios or other devices shall be used
in a manner so as to be heard or seen outside of the Premises without first obtaining in each
instance written consent of City.
7. No sirens, outside paging or any type of signalization will be permitted, except
approved alarm systems-
S. The outside sidewalks, parking lots and loading areas irrunediately adjoining the
premises shall be kept clean and free from dirt and rubbish by Tenant to the reasonable
satisfaction of City, and Tenant shall not place or permit any obstructions or merchandise in such
areas, except to the extent specifically permitted by the provisions of Tenant's lease.
8. Tenant will not allow animals, except for horses needed for the operation of the
carriage rides, 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.
IRV 421100 vl
EXHIBIT"F"
TO LFASF
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.
IRV 421100 V I
EXHIBIT"E
TO LEASE
EXHIBIT "E"
INSURANCE REQUIREMENTS-SPECIAL PROVISIONS
IRV 421 100 v I
EXHIBIT"L"
TO LEASE
GGGCZIi3
TABLE OF CONTENTS
Page No-
1.0 LEASE SUMMARY..............................................................................................1
1.1 Premises.......................................................................................................1
1.2 Lease Commencement Date. .......................................................................1
1.3 Extension Options. N/A..............................................................................1
1.4 Rental...........................................................................................................2
1.5 Security Deposit...........................................................................................2
1-6 Use of Premises-----------------------------------------------------------------------------------------2
1.7 Tenant' s Address for Notices......................................................................2
2.0 TERM......................................................................................................................2
2.1 Term.............................................................................................................2
2.2 Tennination By Landlord. ...........................................................................2
2.3 Holding Over. ...... • .......... .................................................2
3.0 RENTAL.................................................................................................................3
3.1 Annual Rental. .............................................................................................3
3.2 Real Property Taxes.....................................................................................3
3-3 Personal Property Taxes- ---------•- ---•-----•------------•----- ------ •--•------•-----.3
3.4 Utilitics.........................................................................................................3
3.5 Late Payment. ..............................................................................................3
3.6 Interest..........................................................................................................3
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 Signs.............................................................................................................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 411 100 V 1 i
06,C 7
5.2 Maintenance and Repair. .---------------------------------------------...............................6
53 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..:...........................................................8
TIAbandomnent.............................................................----------------------------------8
7.2 Surrender of Lease--------------------------.............................................................9
8.0 DAMAGE AND DESTRUCTION OF PREMISES...........................................9
9.0 ASSIGNMENT AND SUBLETTING..................................................................9
10.0 DEFAULT AND REMEDIES ................................. ....10
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 ...................................................................13
12.3 .Jurisdiction and Venue............-----------------------------------..........---...............13
12APartial Invalidity.........................................................................................13
12.5 Successors in Interest.................................................................................13
12.6 No Oral Agreements. .................. •• .. . ...............................13
12-7 Authority. • ............................................................................................14
12.8 Relationship of Parties.-------------------------------------------- ......--.......................14
12.9 Nondiscrimination.................................................................. -------------------14
12.10 Notices. . .............................................................................14
12.11 Waiver.......................................... .. . ..................................14
12.12 Exhibits and Addenda................................................................................15
IRV 421100 vl
��� 02,S
EXHIBIT A - LEGAL DESCRIPTION OF THE PREMISES
EXHIBIT B-1 - PLOT PLAN OF PREMISES
EXHIBIT C - ESTOPPEL CERTIFICATE
EXHIBIT D - RULES AND REGULATIONS
IRV 421100 vI lil
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