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00355C - LOUISES PANTRY 124 SPC LEASE
LEASE By and Between COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA and LOUISE'S PANTRY, INC. f5dVSMIQ84A \214@ 3.5 .05iZ/95 Louise's Pantry PAIN Lease Agr - 1 yr w/Two 1 yr Options AGREEMENT #355C L E A S E R983, 7-19-95 THIS LEASE ("Lease") is made and entered into to be effective as of the 1st day of September, 1995, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and politic ("Landlord") , and LOUISE'S PANTRY, INC. , a California corporation ("Tenant") . 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 Demised Premises. The "Demised Premises" shall refer to that certain real property located in the County of Riverside, State of California, commonly known as 124 South Palm Canyon Drive together with the improvements located thereon and as depicted on the Plot Plan attached as Exhibit "A" hereof. 1.2 Lease Commencement Date. September 1, 1995. Term: Twelve (12) months (See Section 2.1) . 1.3 Extension Options. Two (2) options for a term of one (1) year each. (See Section 2.2) 1.4 Annual Rental. $22,968.00. (See Section 3 .1) . 1.5 Security Deposit. $7;200. (See Section 3 .8) . 1.6 Use of Demised Premises. A restaurant in the same manner as currently conducted. (See Section 4.1) . 1.7 Tenant's Address for Notices. Louise's Pantry, Inc. 44-491 Town Center Way, Suite A Palm Desert, CA 92260 Attn: Mr. Samuel Sean Sontag 2 .0 TERM. 2.1 Initial Term. The initial term of this Lease shall commence on the date specified in Section 1.2 ("Commencement Date") and shall continue for the period specified therein unless earlier terminated as provided herein. 2.2 Option Term. Tenant is given the options to extend the term on all of the provisions contained in this Lease for the period specified in Section 1.3 ("extended term") following the expiration of the initial term or any other extended term properly exercised hereunder, by giving notice of exercise of the option ("option notice") to Landlord at least one hundred twenty (120) days but not more than six (6) months before the expiration of the initial term or any other extended term properly exercised hereunder; provided that, if Tenant is in default on the date of giving the option notice or if Tenant has continually failed to maintain the trash enclosure in accordance with the requirements of Section 5.2, the option notice shall be totally ineffective, or if Tenant is in default on the date the extended term is to commence, the extended term shall not commence and this Lease shall expire at the end of the initial term or properly exercised extended term. 2.3 Time. Time is of the essence of this Lease. 2.4 Force Maieure. If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault and beyond the control of the party obligated (financial inability excepted) , performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the delay; provided, however, nothing in this Section shall excuse Tenant from the prompt payment of any rental or other charge required of Tenant hereunder except as may be expressly provided elsewhere in this Lease. 2 .5 Holding Over. If Tenant remains in possession of the Demised Premises or any part thereof after the expiration of the term of this Lease with the consent of Landlord, express or implied, such possession shall be deemed to be a month to month tenency at a rent in the amount equal to twice the last Monthly Rental owing hereunder plus all other charges payable hereunder, and upon all term hereof applicable to a month to month tenancy, terminable on thirty (30) days' notice given at any time by either party. Nothing herein contained shall f5],1383WM84�UWX63.5 A5125/95 TABLE OF CONTENTS 1.0 LEASE SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . 1 2.0 TERM . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.1 Initial Term . . . . . . . . . . . . . . 1 2.2 Option Term . . . . . . . . . . . . . . 1 2 .3 Time . . . . . . . . . . . . . . . . . . . . . . . 1 2 .4 Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . 1 2 .5 Holding Over . . . . . . . . . . . . . . . . . . . . . . . . 1 3 .0 RENTAL . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 .1 Monthly Rental . . . . . . . . . . . . . . . . . . . . . . . 2 3.2 Additional Rental . . . . . . . . . . . . . . . . . . . . . . 2 3.3 Real Property Taxes . . . . . . . . . . . . . . . . . . . . 2 3 .4 Personal Property Taxes . . . . . . . . . . . . . . . . . . . 2 3 .5 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3 .6 Late Payment . . . . . . . . . . . . . . . . . . . . . . . . 2 3 .7 Interest . . . . . . . . . . . . . . . . . . . . . . . 2 3 .8 Security Deposit . . . . . . . . . . . . . . . . . . . . . . 2 4.0 USE OF THE PREMISES . . . . . . . . . . . . . . . . . . . . . . . . 3 4.1 Permitted Use . . . . . . . . . . . . . . . . . . . . . . . . 3 4.2 Prohibited Uses . . . . . . . . . . . . . . . . . . . . . . . 3 4.3 Compliance with Laws . . . . . . . . . . . . . . . . . . . . 3 4 .4 Hours of Business . . . . . . . . . . . . . . . . . . . . . . 3 4.5 Rules and Regulations . . . . . . . . . . . . . . . . . . . 3 4.6 Security Measures . . . . . . . . . . . . . . . . . . . . . . 3 5 .0 ALTERATIONS AND REPAIRS . . . . . . . . . . . . . . . . . . . . . . 4 5 .1 Alterations and Fixtures . . . . . . . . . . . . . . . . . . 4 5 .2 Maintenance and Repair by Tenant . . . . . . . . . . . . . 4 5.3 Maintenance and Repair by Landlord . . . . . . . . . . . . . 4 5.4 Acceptance of Premises . . . . . . . . . . . . . . . . . . . 5 5.5 Free from Liens . . . . . . . . . . . . . . . . . . . . . . . 5 6.0 INSURANCE AND INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 5 6.1 Insurance Provided by Tenant . . . . . . . . . . . . . . . . 5 6.2 Indemnification of Landlord . . . . . . . . . . . . . . . . . 6 7.0 DAMAGE AND DESTRUCTION OF PREMISES . . . . . . . . . . . . . . . . 6 8.0 ASSIGNMENT AND SUBLETTING. . . . . . . . . . . 7 8.1 Prohibition Against Voluntary Assignment, Subletting and Encumbering . . . . . . . . . . . . . . . . . . . 7 8.2 Notice of Intent to Assign or Sublet . . . . . . . . . . . . 7 9 .0 DEFAULT AND REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . 7 9 .1 Default by Tenant . . . . . . . . . . . . . . . . . . . . . . 7 9 .2 Landlord's Default . . . . . . . . . . . . . . . . . . . . . 9 9 .3 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . 9 10.0 CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 11.0 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 9 11.1 Entry and Inspection . . . . . . . . . . . . . . . . . . . . 9 11.2 Estoppel Certificate . . . . . . . . . . . . . . . . . . . . 9 11.3 Jurisdiction and Venue . . . . . . . . . . . . . . . . . . . 9 11.4 Partial Invalidity . . . . . . . . . . . . . . . . . . . . . 9 11.5 Successors in Interest . . . . . . . . . . . . . . . . . . . 9 11.6 No Oral Agreements . . . . . . . . . . . . . . . . . . . 9 11.7 Authority . . . . . . . . . . . . . . . . . . . . . . . . 10 11.8 Relationship of Parties . . . . . . . . . . . . . . . . . . 10 11.9 Nondiscrimination . . . . . . . . . . . . . . . . . . . . . . 10 11.10 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 11.11 Waiver . . . . . . . . . . . . . . . . . . . . . . 10 11.12 Consent of Parties . . . . . . . . . . . . . . . . . . . . . 10 11.13 Merger . . . . . . . . . . . . . . . . . . . . . . . 10 11.15 Exhibits and Addenda . . . . . . . . . . . . . . . . . . . . 10 Exhibit "A" - Plot Plan of Demised Premises Exhibit "B" - Estoppel Certificate Exhibit "C" - Rules and Regulations FM83\014084M66\21421163.5 05125195 be construed to give Tenant any right to hold over and to continue in possession of the Demised Premises after the expiration of the term. 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 rental for the Demised Premises, the annual rent specified in Section 1.4 hereof, which sum shall be paid in ten (10) monthly installments of Two Thousand Two Hundred Ninety-Six and 80/100 Dollars each ("Monthly Rental") in advance on the first day of each calendar month; provided, however, that no rent shall be payable on July 1 or August 1 of each year during the term. 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, setoff, offset, prior notice or demand at the address designated in Section 12 .10 hereof. 3 .2 Additional Rental. For purposes of this Lease, all monetary obligations of Tenant under this Lease, including, but not limited to, insurance premiums, property taxes, maintenance expenses, late charges and utility costs shall be deemed to be additional rental. 3 .3 Real Property Taxes. In addition to all rentals herein reserved, Tenant shall pay, at the election of Landlord, either directly to the taxing authority or to Landlord, annual real estate taxes and assessments levied upon the Demised_Premises (including any possessory interest taxes) , as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes; provided, however, that such real property taxes relating to the fee interest in the Demised Premises (and not the possessory interest created by this Lease) shall not exceed Eight Hundred Dollars ($800.00) per annum. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if Landlord receives the tax bill, ten (10) days after receipt of a copy of the tax bill from Landlord, whichever is later. Even though the term of this Lease has expired and Tenant has vacated the Demised Premises, when the final determination is made of Tenant's share of such taxes and assessments, Tenant shall immediately pay to Landlord the amount of any additional sum owed. 3.4 Personal Property Taxes. During the term hereof Tenant shall pay prior to delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property of Tenant contained in the Demised Premises, and when possible Tenant shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of Landlord,. 3.5 Utilities. Tenant shall pay before delinquency all charges for water, gas, heat, electricity, power, sewer, telephone service, trash removal and all other services and utilities used in, upon, or about the Demised Premises by Tenant or any of its subtenants, licensees, or concessionaires during the term of this Lease. 3 .6 Late Payment. Tenant hereby acknowledges that late payment by Tenant to Landlord of rental or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, any payment of any sum to be paid by Tenant not paid when within ten (10) days of its due date shall be subject to a five percent (5ir) 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 .7 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 (396) over the reference rate being charged by Bank of America, N.A. from time to time during such period so long as the rate does not exceed the maximum non-usurious rate permitted by law in which case interest shall be at the maximum non-usurious rate allowed by law at the time the sum became due. 3 .8 Security Deposit. Prior to the execution of this Lease, Tenant deposited with Landlord the sum specified in Section 1.5 hereof, receipt of which is hereby acknowledged by Landlord, said deposit being given to secure the faithful performance by the Tenant of all terms, covenants, and conditions of this Lease by the Tenant to be kept and performed during the term hereof. Tenant agrees that if the Tenant shall fail to pay the rent herein reserved or any other sum required hereby promptly when due, said deposit may, at the option of the Landlord (but Landlord shall not be required to) be applied to any rent or other sum due and unpaid, and if the Tenant violates any of the other terms, covenants, and conditions of this Lease, said deposit may, at Landlord' s option, be applied to any damages suffered by Landlord as a result of Tenant's default to the extent of the amount of the damages suffered. Nothing contained in this Section shall in any way diminish or be construed as waiving any of the Landlord's other remedies as provided in Section 9.0 hereof, or by law or in equity. Should the entire security deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of IM1983\0I4 84-0OMUi 4M3.5 0512195 -2- overdue rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, on the written demand of Landlord, forthwith remit to Landlord a sufficient amount in cash to restore said security deposit to its original amount, and Tenant' s failure to do so within five (5) days after receipt of such demand shall constitute a breach of this Lease. Should Tenant comply with all of the terms, covenants, and conditions of this Lease and promptly pay all of the rental herein provided for as it falls due, and all other sums payable by Tenant to Landlord hereunder, said security deposit shall be returned in full to Tenant at the end of the term of this Lease, or upon the earlier termination of this Lease as specified herein. 4.0 USE OF THE PREMISES. 4 .1 Permitted Use. The Landlord hereby leases to Tenant and Tenant hires from Landlord the Demised Premises with appurtenances as defined herein, for the purpose of conducting thereon only the use specified in Section 1.6 of this Lease and for no other use. 4 .2 Prohibited Uses. Tenant shall not sell or permit to be kept, used, displayed or sold in or about- the Demised 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 condition, occupancy or use of the Demised Premises, and shall faithfully observe in said occupancy and 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 Demised Premises that violates any Environmental Law, and shall promptly, at Tenant's sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean-up and removal of any contamination involving any Hazardous Material created or caused directly or indirectly by Tenant. The term "Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environmental conditions on, under or about the Demised Premises. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) defined or listed as a hazardous substance, waste or similar matter under Environmental Law; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms "Hazardous Materials" and "Environmental Laws" in their broadest sense. Tenant shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249 .5 et seq. Tenant shall provide prompt written notice to Landlord of the existence of Hazardous Substances on the premises and all notices of violation of the Environmental Laws received by Tenant. 4.4 Hours of Business. Subject to the provisions of Section 8.0 hereof, Tenant shall continuously during the entire term hereof conduct and carry on Tenant's business in the Demised Premises and shall keep the Demised Premises open for business and cause Tenant's business to be conducted therein during the usual business hours of each and every business day as is customary for businesses of like character to be open for business in the county in which the Demised Premises are located. It is the intention of Landlord that the Demised Premises be open during evening hours to promote business in the City of Palm Springs and, therefore, Tenant shall participate in any program established by Landlord to provide evening shopping and entertainment, which program may be administered by the Landlord or such other entity that may be designated by the Landlord. Notwithstanding the foregoing, Tenant shall not be obligated to participate in such evening program from June 1 through September 15. 4.5 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 "C" ("Rules and Regulations") . Any amendment or modification of the Rules and Regulations shall be binding upon the Tenant upon delivery of a copy of such amendment or modification to Tenant. 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 Demised Premises on a uniform basis. 4.6 Security Measures. Tenant hereby acknowledges that the rent payable to Landlord hereunder does not include the cost of guard service or other P52WM[4084-0066\2142063.5 a05n5195 -3 security measures, and that Landlord shall have no obligation whatsoever to provide same. Tenant assumes all responsibility for the protection of Tenant, its authorized representatives and invitees from acts of third parties in, on or about the Demised Premises. 5.0 ALTERATIONS AND REPAIRS. 5.1 Alterations and Fixtures. Tenant shall not make, or suffer to be made, any alterations or improvements to the Demised Premises, or any part thereof, without the prior written consent of Landlord, and any alterations or improvements to the Demised Premises, except movable furniture and trade fixtures, shall become at once a part of the realty and shall at the expiration or earlier termination of this Lease belong to Landlord. Tenant shall not in any event make any changes to the exterior of the Demised Premises. Any such alterations, fixtures or appurtenances 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 or improvements 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 Tenant's expense so that the Demised Premises can be surrendered in a good, clean and sanitary condition, reasonable wear and tear excepted. 5.2 Maintenance and Repair by Tenant. Tenant shall at all times during the term hereof, and at Tenant's sole cost and expense, keep, maintain and repair the Demised Premises and the improvements within the Demised Premises in good and sanitary order, condition, and repair including without limitation, the maintenance and repair of any store front, interior and exterior roofs and walls, sewer clearance, doors, window casements, glazing, signs, heating and air conditioning system, plumbing, pipes, electrical wiring and conduits. Tenant shall also at its sole cost and expense be responsible for any alterations or improvements to the Demised Premises necessitated as a result of the requirement of any municipal, state or federal authority, subject to Tenant' s right to cancel this Lease upon the condition specified in Section 5.3 . In addition, Tenant shall maintain the trash enclosure depicted on Exhibit "A" in a good, clean and sanitary condition and in accordance with the terms of this paragraph. Landlord shall only grant Tenant and the tenant of the Plaza Theatre the right to use said trash enclosure. Tenant shall install a lock on the trash enclosure and provide a copy of the key to such lock to Landlord and the tenant of the Plaza Theatre. The trash area shall be cleaned daily between the hours of 6 a.m. and 7 a.m, using scrub brushes and concentrated soap and thereafter maintained in a clean and sanitary condition throughout the day. All trash, except cardboard boxes, will be bagged and tied in plastic trash bags. Tenant's employees shall be instructed not to take trash out to the trash enclosure when people are lining up for admittance to the Plaza Theatre. Tenant shall maintain at least ten (10) trash cans within the trash enclosure. The trash enclosure doors must be kept closed at all times, except when the trash enclosure is being cleaned. Tenant shall avoid the accumulation of trash, grease and other debris in the courtyard area adjacent to the trash enclosure from Tenant's operations. To the extent possible, Tenant shall have a six (6) day per week trash pick-up service between Labor Day and Memorial Day. The trash enclosure may be inspected by Landlord or the City of Palm Springs at any time and, if a problem is noted, Tenant shall use its best efforts to correct the problem within twenty (20) minutes; provided, however, that in no event shall the problem continue for more than sixty (60) minutes. 5.3 Maintenance and Repair by Landlord. Landlord shall have no .responsibility whatsoever either to repair or maintain the Demised Premises, except as otherwise provided by the laws of the State of California. However, Landlord shall maintain the portions of the utility systems servicing the Demised Premises which are not serviced by a public utility to the exterior walls of the Demised Premises. Nothing contained herein shall require Landlord to perform sewer clearance. There shall be no abatement of rent and Landlord shall not be liable for any damage to Tenant's business arising from the making of any repairs or performance of any maintenance in or to the Demised Premises or improvements thereon. Tenant hereby waives the provisions of Civil Code Sections 1941 and 1942 with respect to Landlord's obligations for tenantability of the Demised Premises and Tenant's right to make repairs and deduct the expense thereof from rent. Tenant acknowledges that Landlord shall have no responsibility to perform any improvements or alterations to the Demised Premises, including, but not limited to, improvements or alterations which may be required by applicable law, and Tenant shall not be entitled to any abatement in rent due to such required alterations or improvements. Should any alterations or improvements be required by applicable law, which if not made would make it impossible or extremely difficult to continue Tenant's operations from the Demised Premises, including, but not limited to, any requirement to perform seismic retrofitting of the Demised Premises or placing the restrooms in working order, Tenant's sole remedy with respect thereto shall be to terminate this Lease by providing written notice to Landlord within thirty (30) days of the date Tenant learns of such alterations or improvements being required. PM8J\014084-0 \2142 3.5 .05M195 -4- 5.4 Acceptance of Premises. Tenant acknowledges that Tenant occupied the Demised Premises prior to the Commencement Date and Tenant has a thorough knowledge of the condition of the Demised Premises. Tenant further acknowledges that it is leasing the Demised Premises in its "As-Is" condition and that Landlord has made no representation or warranty to Tenant regarding the condition thereof. 5.5 Free from Liens. Tenant shall keep the Demised Premises free from any liens arising out of any work performed, material furnished, or obligation incurred by Tenant or alleged to have been incurred by Tenant or its assigns or any other person using or occupying the Demised Premises or any portion thereof and Tenant will protect and indemnify Landlord against any and all attorneys' fees, costs and expense which may accrue, grow out of or be incurred by reason of, or on account of, any such lien or claim. 5.6 Surrender of Demised Premises. On the expiration or ten (10) days after the termination of the term, Tenant shall surrender to Landlord the Demised Premises, free of Tenant's personal property and any alterations made by Tenant after the effective date of this Lease if such alterations were not consented to by Landlord. Tenant shall perform all restoration made necessary by the removal of any such alterations or Tenant's personal property within the time periods stated in this Section, which restoration shall include patching and filling of holes and repair of structural damage. Landlord may elect to retain or dispose of in any manner any alterations or Tenant's personal property that Tenant does not-remove from the Demised Premises on the expiration or termination of the term by providing at least ten (10) days' notice to Tenant. Title to any such alterations or personal property that Landlord elects to retain or dispose of shall vest in Landlord on the expiration of the ten (10) day period. Tenant waives all claims against Landlord for any damage to Tenant resulting from Landlord' s retention or disposition of any such alterations or personal property. Tenant shall be liable to Landlord for Landlord's costs of storing, removing and disposing of any alterations or personal property. 6.0 INSURANCE AND INDEMNIFICATION. 6.1 Insurance Provided by Tenant. a (a) Food Preparation. Tenant, if involved in food preparation and sales as a cafe, restaurant, or similar use, and/or food takeout service, shall install at Tenant's expense any fire protective systems in grill, deep fry, and cooking areas which are required by city, county, and state fire ordinances, and such system when installed shall qualify for full fire protective credits allowed by the fire insurance rating and regulatory body in whose jurisdiction the Demised Premises are located. (b) 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 Demised Premises from loss or damage to the extent of their full replacement value. (c) Tenant to Provide Liability Insurance. During the entire term of this Lease, the Tenant shall, at the Tenant's 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 Demised Premises and on any sidewalks directly adjacent to the Demised Premises written on a per occurrence basis in an amount not less than either (i) a combined single limit of ONE MILLION DOLLARS ($1,000,000.00) for bodily injury, death, and property damage or (ii) bodily injury limits of $250,000.00 per person, $500,000.00 per occurrence and $500,000.00 products and completed operations and property damage limits of $100,000.00 per occurrence and $250,000.00 in the aggregate; provided, however, if Landlord so elects Landlord may provide such insurance and, in such event, Tenant agrees to pay its pro rats. share of the cost of said insurance on the same basis as provided in Section 6.1 above. (d) Tenant to Provide Worker's Compensation Insurance. Tenant shall, at the Tenant's 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 Demised Premises. (e) General Provisions Applicable to Tenant's Insurance. All of the policies of insurance required to be procured by Tenant pursuant to this Section 6.1 shall be primary insurance and shall name the Landlord, the City of Palm Springs and their 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 M\393M4 94-0066@14?63.5 ,05/Z/95 CJ- mail to the Landlord. Prior to the Commencement Date or such earlier date as Tenant takes possession of the Demised 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 and licensed to do business in the state where the Demised Premises are located. 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 Demised Premises, its contents, or Tenant's trade fixtures, equipment, personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of their respective insurance companies insuring such property of either Landlord or Tenant against such loss, waive any right of subrogation that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby. 6.2 Indemnification of Landlord. Tenant, as a material part of the consideration to be rendered to Landlord under this Lease, hereby waives all claims against Landlord for damage to equipment or other personal property, trade fixtures, leasehold improvements, goods, wares, inventory and merchandise, in, upon or about the Demised Premises and for injuries to persons in or about the Demised 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 11claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Tenant, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Demised Premises or the parking and common areas by Tenant or its employees and customers, or arising from the failure of Tenant to keep the Demised 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 perform such work, operations or activities of Tenant hereunder; and Tenant agrees to save and hold the Landlord, its officers, agents, and employees harmless therefrom; (c) In the event the Landlord, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Tenant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Tenant hereunder, Tenant agrees to pay to the Landlord, its officers, agents or employees, any and all costs and expenses incurred by the Landlord, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 7.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of partial or total destruction of the Demised Premises during the term of this Lease which requires repairs to the Demised 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 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 Demised Premises. However, if during the last two (2) years of the term of this Lease the Demised Premises are damaged as a result of fire or any other insured casualty to an extent in excess of twenty-five percent (2596) 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 Demised 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 O W3\01Q84MW214M63.5 u05/26/95 -6' 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 Demised Premises and/or the building and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. If Landlord elects to terminate this Lease, all rentals shall be prorated between Landlord and Tenant as of the date of such destruction. In respect to any partial or total destruction which Landlord is obligated to repair or may elect to repair under the terms of this Section, Tenant waives any statutory right it may have to cancel this Lease as a result of such destruction. 8.0 ASSIGNMENT AND SUBLETTING. 8.1 Prohibition Against Voluntary Assignment Subletting and Encumbering. Tenant shall not assign this Lease or sublet the Demised Premises, or any interest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. For purposes of this Lease, an assignment shall be deemed to include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25&) of the present ownership and/or control of Tenant, taking all transfers into account on a cumulative basis. Landlord may withhold its consent to an assignment or sublease to a proposed assignee or sublessee, and Tenant agrees that Landlord shall not be unreasonable for doing so, unless all the following criteria are met: (a) The proposed assignee's or sublessee's general financial condition, including liquidity and net worth, verified by audited financial statements prepared by a Certified Public Accountant in conformity with Generally Accepted Accounting Principles is equal to or greater than that of Tenant; (b) the proposed assignee or sublessee has a demonstrated merchandising capability equal to or greater than that of Tenant as to the use for which the Demised Premises are leased; (c) the proposed assignee or sublessee is morally and financially responsible; and (d) the failure of tenant's use of the Demised Premises to fit the business plan of Landlord to promote tourism to the City of Palm Springs. 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 11.2 hereafter. Consent by Landlord to one assignment, subletting, occupation or use by another person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Any assignment or subletting without the prior written consent of Landlord shall be void, shall constitute a material breach of this Lease, and shall, at the option of Landlord, terminate this Lease. Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation of law. 8.2 Notice of Intent to Assign or Sublet. Landlord shall be under no obligation to consider a request for Landlord's consent to an assignment or subletting until Tenant shall have submitted in writing to Landlord a request for Landlord's consent to such assignment or subletting together with the name of the proposed assignee or subtenant, the nature of the assignee's or subtenant's business to be carried on in the Demised Premises, audited financial statements of Tenant and the proposed assignee, a history of the proposed assignee's business experience, the terms and provisions of the proposed assignment or sublease and such other information as required by Landlord to verify that the criteria for assignment as set forth herein are met. 8.3 Sublease and Assignment Payments. (a) Excess Sublease Rent. If for any sublease, Tenant receives rent or other consideration, either initially or over the term of the Lease, in excess of the rent called for hereunder, or, in case of a sublease of a portion of the Demised Premises, in excess of such minimum rent fairly allocable to such portion, after appropriate adjustment to assure that all other payments called for hereunder are appropriately taken into account, Tenant shall pay to Landlord, as additional rent hereunder, the excess of each such payment or rent or other consideration receives by Tenant promptly after its receipt. (b) Assignment Payments. If for any assignment, Tenant receives any payment at any time, whether such payment is in the form of a purchase price of the leasehold estate, rent or other consideration, Tenant shall pay to Landlord, as a condition subsequent to Landlord's approval of such assignment and as additional rent hereunder, such payment promptly after its receipt. 9 .0 DEFAULT AND REMEDIES. 9 .1 Default by Tenant. In addition to the defaults described in Section 8.0 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 Tenant's agreements or obligations hereunder (exclusive of a default in the payment of money) where such default shall continue for a period of thirty (30) rs UMOIw84-0 \214X a.s ,osiuivs -7- 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; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion; (c) the vacation or abandonment of the Demised Premises by Tenant (the failure to occupy the Demised Premises for ten (10) consecutive days shall be deemed an abandonment) ; (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 Demised Premises or of Tenant's leasehold interest in the Demised Premises; (g) the filing by any creditor of Tenant of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or (h) the attachment, execution or other judicial seizure of all or substantially all of the assets of Tenant or Tenant's leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days. Any repetitive failure by Tenant to perform its agreements and obligations hereunder, though intermittently cured, shall be deemed an incurable default. Two (2) breaches of the same covenant within a sixty (60) day period, a notice having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same or different breaches at any time during the term of this Lease for which notices pursuant to (a) or (b) above were given for the first two (2) breaches shall conclusively be deemed to be an.incurable repetitive failure by Tenant to perform its obligations hereunder. In the event of any such default or breach by Tenant, Landlord may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums expended by Landlord for such purposes shall be paid by Tenant to Landlord upon demand and as additional rental hereunder. In the event of any such default or breach by Tenant, Landlord shall have the right (i) to continue the lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or (ii) Landlord shall have the right at any time thereafter to elect to terminate the Lease and Tenant's 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; Ui) 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 Tenant's 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 (1096) . As used herein "rental" shall include the Monthly Rental, other sums payable hereunder which are designated "rental" or "additional rental" and any other sums payable hereunder on a regular basis such as reimbursement for real estate taxes. Such efforts as Landlord may make to mitigate the damages caused by Tenant's breach of this Lease shall not constitute a waiver of Landlord's right to recover damages against Tenant hereunder, nor shall anything herein contained affect Landlord's right to indemnification against Tenant for any liability arising prior to the termination of. this Lease for personal injuries or property damage, and Tenant hereby agrees to indemnify and hold Landlord harmless from any such injuries and damages, including all att-orney'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 Demised 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 MU83\014084A%\2142 3.5 .05125/95 -8 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. 9 .2 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. 9 .3 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver of any default or a waiver of any of Landlord's remedies. 10.0 CONDEMNATION. In the event a condemnation or a transfer in lieu thereof results in a taking of any portion of the Demised 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 Demised Premises, Tenant may, upon written notice given within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. Tenant shall not be entitled to share in any portion of the award and Tenant hereby expressly waives any right or claim to any part thereof. Tenant shall, however, have the right to claim and recover, only from the condemning authority (but not from Landlord) , any amounts necessary to reimburse Tenant for the cost of removing stock and fixtures. If this Lease is not terminated as above provided, Landlord shall use a portion of the condemnation award to restore the Demised Premises. 11.0 MISCELLANEOUS. 11.1 Entry and Inspection. Tenant shall permit Landlord and his agents to enter into and upon the Demised Premises at all reasonable times for the purpose of inspecting the same or for the purpose of maintaining the Demised Premises as required by the terms of this Lease or for the purpose of posting notices of nonliability for alterations, additions or repairs, or for the purpose of placing upon the property in which the Demised 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 Demised 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 Demised Premises any usual or ordinary "For Lease" signs, and during such six (6) month period Landlord or his agents may, during normal business hours, enter upon said Demised Premises and exhibit same to prospective tenants. 11.2 Estoppel Certificate. If, as a result of a proposed sale, assignment, or hypothecation of the Demised 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 "B" 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. 11.3 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. 11.4 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereof. 11.5 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. 11.6 No Oral Agreements. This (i) Lease covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning this Lease, (ii) supersedes any and all previous obligations, agreements and understandings, if any, between the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Tenant acknowledges that no representations or warranties of any F=931"14064-00M6 l4M63.5 n05125/95 -9- kind or nature not specifically set forth herein have been made by Landlord or its agents or representatives. 11.7 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. 11.8 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. 11.9 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 Demised 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 Demised Premises. 11.10 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 City of Palm Springs, P.O. Box 2743, Palm Springs, California, 92263, Attn: City Manager, 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. 11.11 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. 11.12 Consent of Parties. Whenever consent or approval of either party is required herein, the party shall not unreasonably withhold such consent or approval. 11.13 Mercier. 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 may, at the option of Landlord, operate as an assignment to Landlord of any or all of such subleases. 11.15 Exhibits and Addenda. The Exhibits and Addenda attached to this Lease are made a part hereof as if fully set forth herein. In the event of a conflict between the terms and provisions of an Addenda and the terms and provisions of this Lease, the terms and provisions of the Addenda shall prevail. 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. NT ZGENCY OF THE CITY OF P SPRINGS, CAL IA, a public body, corpora poli 'c CX By: / - By:__ A'ssj.stant Secretary fce6, BBFufiV "LANDLORD" REVIEWED AND APPROVED RUTAN & TUCKER , David, J.)Aleshire, Esq. Agency Counsel [Signatures continued on next page.] f521"iB31014084-006M14M63.5 .0512195 -1 Q- LOUISE'S PANTRY, INC. , a California corporation By: y— Its: / 2�1- -4- By: .'� f c Its: "TENANT" PS2\363\014084-W%\2142%3.5 x05MI95 -1.1 -Laiea'e Pantry 124 S. Palm Canyon Dr. 3' rn O i w co 55'-4' H Lt - a 25' n. Cart Yard 27'-7' N [TraM En at clora °L:.v THEATER w a ro a II � C 2'-7' TGJR1 IKFO. M1MEUM2-1 - E = _ O a POR. NI/2 SEI/4 SEC. 15, T.45.,R.4E. POR CITY OF PALM SPRINGS _ ITYIOViLIJMYdI — —-—-—-—-— © o g i � 9 v I - if/LCi MTS V aa� >�g mm m nos mam�. V. P`* CITY OF PAT.1.1 SPRINGS. CALII�ORNIA �• LWSE'S PYI Y xx-x ' N0T APPLICABLE gym` ° °F' e.L�T �� d �� e �'�T '� 0 Fig xxx xx-x-xxx EXHIBIT "B" ESTOPPEL CERTIFICATE Tenant: Landlord: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA Date of Lease: Demised Premises: To: The undersigned hereby certifies as follows: 1. The undersigned is the tenant ("Tenant") under the above-referenced lease ("Lease") covering the above-referenced premises ("Demised Premises") . 2 . The Lease constitutes the entire agreement between landlord under the Lease ("Landlord") and Tenant- with respect to the Demised 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 19 , and, including any presently exercised option or renewal term, will expire on 19 Tenant has accepted possession of the Demised 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 Demised 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 Tenant's knowledge, no claim, controversy, dispute, quarrel or disagreement exists between Tenant and Landlord. 5. Tenant is currently obligated to pay Monthly Rent in installments of $ per month, and such monthly installments have been paid not more than one month in advance. In addition, the Lease requires Tenant to pay percentage rent each month in the amount of _ percent ( t) and percentage rent has been paid through 19 To the best of Tenant's knowledge, no other rent has been paid in advance and Tenant has no 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 Demised Premises are a part. Tenant has no option or preferential right to purchase all of any part of the Demised Premises nor any right or interest with respect to the Demised Premises other than as Tenant under the Lease. Tenant has no right to renew or extend the term 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. S. 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 , 19_ By: Its: EXHIBIT "B" TO LEASE FMU83N0 W94MW214M3.5 :05MI95 EXHIBIT "C" RULES AND REGULATIONS 1. All loading and unloading of goods shall be done only at the times, in the areas and through the entrances reasonably designated for such purposes by Landlord. 2 . The delivery or shipping of merchandise, supplies and fixtures to and from the Demised Premises shall be subject to such rules and regulations as in the reasonable judgment of Landlord are necessary for the proper operation of the Demised Premises or of the Property generally. 3. All of Tenant's refuse and rubbish shall be removed to central trash bins located in the Property, at Tenant's sole cost and expense. 4. No radio or television or other similar device audible outside the Demised Premises shall be installed without obtaining in each instance the written consent of Landlord. No aerial shall be erected on the roof or exterior walls of the Demised Premises or on the grounds of the Property without first obtaining in each instance the written consent of Landlord 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. 5. No loudspeakers, televisions, phonographs, radios or other devices shall be used in a manner so as to be heard or seen outside of the Demised Premises without first obtaining in each instance written consent of Landlord. 6. The outside sidewalks and loading areas immediately adjoining the Demised Premises shall be kept clean and free from dirt and rubbish by Tenant to the reasonable satisfaction of Landlord, '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. 7. Tenant shall not burn any trash or garbage of any kind in or about the Demised Premises or the Property generally. S. Tenant will not allow animals, except seeing-eye dogs, in, about or upon the Demised Premises. 9 . Tenant shall not use, and shall not allow anyone else to use, the Demised Premises as a habitation. Such prohibition shall include, without limitation, sleeping, eating or bathing. 10. Tenant shall not place any rubbish or other matter outside any building within the Property, except in such containers as are authorized from time to time by Landlord. 11. Tenant shall keep all window displays in a clean and orderly fashion. If merchandisg is to be shown in the window displays, such merchandise shall be changed at least every other month. Landlord shall have the right to require the removal or change of any window display it finds, in its sole and absolute judgment, unattractive or objectionable. EXHIBIT "C" TO LEASE F52U63W140B4W6b@142"63.5 a05YL5/95