HomeMy WebLinkAbout00270C - RIFF MARKOWITZ PLAZA THEATER PARTNERSHIP FOR PERFORMING ARTS PS FOLLIES LEASE Partnership for Performing Art
Riff Markowitz
AGREEMENT #270C AMEND #2
R1161, 12-19-01
SECOND AMENDMENT TO THEATER LEASE AGRL-__._____ _
THIS SECOND AMENDMENT TO THEATER LEASE AGREEMENT (the "Second
Amendment") is made and entered into as of December i4,001, by and between the
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS
("Landlord") and THE PARTNERSHIP FOR THE PERFORMING ARTS, L.P., a California
Limited Partnership ("Tenant").
RECITALS:
A. Landlord and Tenant entered into that certain Theater Lease Agreement dated as of
August 19, 1991 as supplemented by that certain side letter between Landlord and Tenant dated
August 19, 1994 (the "Side Letter") pursuant to which Landlord subleased to Tenant certain real
property, together with improvement thereon and appurtenances thereto, located in the City of
Palm Springs, California, as more particularly described in the Sublease (the "Sublease"). A
First Amendment to Theater Lease Agreement dated October 1, 1994 was approved by
resolution on November 2, 1994.
B. The Demised Premises, together with other properties, were leased by Landlord, as
lessee, pursuant to that certain Lease and Purchase Agreement dated November 14, 1988, as
amended by that certain Addendum to Lease/Purchase of Property Agreement dated March 13,
1989, by and among EARL C. STREBE and FRANCES B. STREBE, as to an undivided one-
half interest, and GESKA R. LINANE, SUSAN S. PORTER and DOROTHY ANN ZABEL
STREBE, as to an undivided one-half interest (collectively, "Master Lessors") and Landlord, as
lessee, a memorandum of which was recorded April 17, 1989 in the Official Records of
Riverside County, California as Instrument No. 1230381, and re-recorded May 4, 1989 as
Instrument No. 142779, as further amended by Amendment to Lease dated October 15, 1991,
between the successors-in-interest to the Master Lessors, an amended memorandum of which
was recorded on February 14, 1992 as Instrument No. 051824 of the Official Records of
Riverside County, California(as amended the "Master Ground Lease").
C. On September 28, 1998,the Community Redevelopment Agency of the City of Palm
Springs, by Resolution No. 1047, approved the acquisition of the Plaza Theatre property,
pursuant to that certain Lease and Purchase Agreement dated November 14, 1988.
D. On September 28, 1998, concurrently with the acquisition of the Theatre property,
which included certain commercial frontage encompassing the Theatre courtyard, the building
north of the courtyard(Louise's Pantry) at 124 South Palm Canyon Drive, and the building south
of the courtyard (Karen's Corner) at 132 South Palm Canyon Drive, the Community
Redevelopment Agency of the City of Palm Springs authorized the sale of the subject
commercial frontage to John Wessman, as required pursuant to a lease/purchase agreement
between John Wessman and the Community Redevelopment Agency of the City of Palm
Springs, approved by Resolution 596 on February 1, 1989.
E. The acquisition of the commercial property in front of the Plaza Theatre (the
courtyard, etc.), resulted in Theatre signs being located on John Wessman's property.
IRV 417274 v I
F. Landlord has agreed to acquire a leasehold interest in certain signage locations as
specified in that certain Lease Agreement between John Wessman as Trustee ofthe Wessman Family
Trust and Landlord, of even date with this Second Amendment("Signage Lease").
G. Landlord and Tenant agree that Tenant shall sublease from Landlord all rights and
responsibilities set forth in the Signage Lease.
NOW, THEREFORE, Landlord and Tenant agree as follows:
1. DEFINED TERMS. Capitalized terms not otherwise defined, or redefined, in this
Amendment shall have the meaning ascribed to such terms as set forth in the Sublease.
2. INCORPORATION OF SIGNAGE LEASE. This Signage Lease shall be attached
hereto as Exhibit "A" and incorporated herein by this reference. Tenant shall assume complete
responsibility for all terms and conditions required of Lessee on the Signage Lease.
3. AMENDMENTS TO LEASE. There shall be added to the description of the Premises
in the Lease the following: "The Signage placement and locations as described in that certain Lease
Agreement known as the "Signage Lease" by and between John Wessman as Trustee of the
Wessman Family Trust and the Community Redevelopment Agency of the City of Palm Springs,
dated December 19, 2001, shall be included in the Premises."
4. NO OTHER MODIFICATIONS. Except as expressly provided in this Second
Amendment,the First Amendment,and the Lease as supplemented by the Side Letter, shall remain
in full force without modification.
5. REPRESENTATION OF CURRENT PERFORMANCE. Landlord and Tenant agree
and affirm that all terms and conditions under the Lease are being performed satisfactorily and that
neither party is aware of any existing defaults as of the time of the execution of this Second
Amendment.
6. EXECUTION IN COUNTERPART. This Second Amendment may be executed in
one or more counterparts, and all so executed shall constitute one agreement binding on all parties
hereto,notwithstanding that all parties are not signatories to the original or the same counterpart.
(See Signatures next page)
-2-
r i
IN WITNESS WHEREOF, Landlord and Tenant have entered into this Second
Amendment to Theater Lease Agreement as of the date first above written.
"Landlord"
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS
Executive Director
A�TT�'S-T.
B3'
Agency Secretary
REVIEWED AND APPROVED AS TO
FORM:
By:
Agency Legal Counsel
THE PARTNERSHIP FOR THE
PERFORMING ARTS, L.P., a California
Limited Partnership
By: THE RIFAEL CORP., a California
Corporation
Its: General Part r
APPROVED By THE COMMUNITY RFJ)EVI. By: vvv f
AGEMY By ate. r�,O. a e�t I -o q s�1
Its:
IRV#17274 vl _3_
0 Exhibit"A"
LEASE AGREEMENT
(COURTYARD SIGNAGE)
This LEASE AGREEMENT ("Lease") is made and entered into this day of
2001 ("Effective Date"), by and between JOHN WESSMAN, TRUSTEE
OF THE WESSMAN FAMILY TRUST, DATED NOVEMBER 16, 1998, a California
corporation ("Lessor"), and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF PALM SPRINGS, a public body, corporate and politic ("Lessee").
RECITALS
A. Lessor is the owner of that certain real property commonly known as the
Courtyard located at Palm Springs, California, including all improvements thereon existing as of
the Lease Commencement Date. The Lessee wishes to lease three areas for signage in the
Courtyard, which three parcels (Parcels 1, 2, and 3) are legally described in Exhibit"A" attached
hereto(the"Site"-which includes all three parcels) and are illustrated in Exhibit"B."
B. The Lessor wishes to make the Site available to Lessee and Lessee wishes to use
such Site under the terms of this Lease to provide adequate signage to support the Plaza Theatre
operations.
AGREEMENT
1.0 LEASE.
Lessor hereby leases and demises to Lessee and Lessee hereby hires from Lessor, for the
term and upon the conditions set forth herein, the Site, as legally described in Exhibit "A."
Further, Lessor hereby grants to Lessee an irrevocable non-exclusive license during the term of
this Lease for ingress and egress, to and from the Site locations seven (7) days a week, twenty-
four(24)hours a day.
2.0 LEASE TERM.
2.1 Lease Commencement Date. The Lease Commencement Date shall mean the
date this Lease is executed by Lessee.
2.2 Lease Term. The Lease Term shall mean the period commencing upon the Lease
Commencement Date and continuing for the period that Lessee provides or intends to provide for
the operation of the theater. It is agreed that in the event operation of the theater is temporarily
interrupted or discontinued,this lease shall continue so long as Lessee in good faith is attempting
to cause the recommencement of theater operations, provided that Lessee shall give Lessor
notice as soon as possible of Lessee's decision to permanently cease theater operations.
Notwithstanding the foregoing, with respect to Parcel 3 only, the lease term for Parcel 3 shall
terminate at the conclusion of the lease term and all extensions thereto for the Plaza Theatre
between Lessee and Partnership for the Performing Arts, LP, or upon termination of the lease
IRV#15886 vl _]-
Exhibit"A"
between Lessor and Partnership for the Performing Arts, LP for space within Plaza de las Flores,
whichever occurs sooner, unless this lease is extended by the parties hereto with respect to Parcel
3.
2.3 Delivery of Possession. Lessor shall tender delivery of possession of the Site to
Lessee within five (5)business days following the Lease Commencement Date.
3.0 RENT.
Lessee shall pay to Lessor for the lease of the Site the sum of one dollar ($1.00) per year
("Annual Rent"), which sum shall be paid in advance on the Lease Commencement Date and
each anniversary thereafter.
4.0 USE OF SITE.
4.1 Use of the Site. Lessee shall use the Site solely for the purpose of constructing,
erecting and maintaining three signs as described in Exhibit `B" attached hereto and
incorporated herein by this reference.
4.2 Compliance with Law. Lessee agrees that all operations and activities by or
under Lessee on the Site shall be conducted in compliance with all applicable statutes,
ordinances, orders, laws, rules and regulations, and the requirements of all federal, state and
municipal governments and appropriate departments, commissions, boards and offices thereof,
which may be applicable to the Site or to the use or manner of use of the Site.
5.0 ALTERATIONS.MAINTENANCE AND REPAIRS.
5.1 By Lessee. The Lessee agrees, at its expense, to maintain all of the signs in good
condition and repair, with the exception that if a sign is damaged by action of Lessor's agent,
employee or invitee then Lessor shall contribute to the cost of repair.
5.2 Alterations. In the event that either prior to or during the Lease Term any
alteration, addition, or change or otherwise to the Site, or any portion thereof, is required by law
or regulation or rule, the same shall be made by Lessee, at Lessee's sole cost and expense.
Subject to obtaining all requisite governmental permits and authorizations, Lessee shall have the
right to make non-structural alterations to the signs constructed by Lessee upon the Site.
6.0 INSURANCE AND INDEMNITY.
6.1 Insurance Provided by Lessor. Lessor shall maintain fire and extended
coverage insurance throughout the term of this Lease. Lessee understands that Lessor's
coverages hereunder do not include Lessee's furniture, fixtures or merchandise. Lessee hereby
waives any right of recovery from Lessor, its officers and employees, and Lessor 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 Indemnification of Parties. The parties agree to indemnify each other, their
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,
IRV#15886 vI -2-
0
obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or
claimed by any person, firm or entity arising out of or in connection with the negligent
performance of the work, operations or activities of each other, their agents, employees,
subcontractors, or invitees, provided for herein, or arising from the use of the Site and the
courtyard area by either party or their employees and customers, or arising from the failure of
Lessee to keep the Site in good condition and repair, as herein provided, or arising from the
negligent acts or omissions of either parry hereunder, or arising from either parry'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 other parry, its
officers, agents or employees but excluding such claims or liabilities arising from the sole
negligence or willful misconduct of the other party, its officers, agents or employees, who are
directly responsible to the other party, and in connection therewith:
7.0 TAXES.
7.1 Personal Property Taxes. Lessee agrees to pay, prior to delinquency, all taxes
levied upon personal property, if any, including trade fixtures, and inventory, not owned by
Lessor and kept on or about the Site by or under Lessee.
7.2 Real Property Taxes. Lessor agrees to pay all real property taxes (including any
possessory interest taxes and special and ad valorem taxes) and assessments levied or assessed
upon the Site.
8.0 CASUALTY DAMAGE.
In the event the whole or any part of the sign improvements at the Site shall be damaged
or destroyed by any casualty other than those for which the Lessor shall insure pursuant to
Section 6.1, at any time during the Lease Term, Lessee shall have the right at its discretion to
repair, restore and rebuild such improvements on the same plan and design as existed
immediately prior to such damage or destruction and to the same condition that existed
immediately prior to such damage. Lessee may cancel this Lease by giving written notice of its
election to do so to Lessor within sixty (60) days after Lessee receives notice or acquires
knowledge of such damage or destruction meeting described above.
9.0 ASSIGNMENT AND SUBLETTING.
Lessor is in agreement that Lessee may sublease the Site to the Partnership for the
Performing Art,LP and/or subsequent theater operators.
10.0 DEFAULT; TERMINATION.
Either party may terminate this Lease upon a default by the other party. A party shall be
in default under this Lease if that party fails to perform obligations required of it within a
reasonable time, but in no event later than thirty (30) days after written notice from the other
party, specifying wherein the nonperforming party has failed to perform such obligations;
provided, however, that if the nature of the nonperforming party's obligation is such that more
than thirty (30) days are required for performance then the nonperforming party shall not be in
IRV 815886 vl -3-
default if it commences performance within such thirty (30) day period and thereafter diligently
prosecutes the same to completion.
11.0 QUIET ENJOYMENT.
Lessor hereby warrants, represents and covenants that, Lessee may peaceably and quietly
have, hold, occupy and enjoy the Site and all of the appurtenances thereto without hindrance or
molestation from Lessor or those lawfully claiming an interest in or to the Site through or under
Lessor.
12.0 MISCELLANEOUS.
12.1 Condemnation. In the event a condemnation or a transfer in lieu thereof results
in a taking of any portion of the Site, Lessor 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 Site, Lessee may,
upon written notice given within thirty (30) days after such taking or transfer in lieu thereof,
terminate this Lease.
12.2 Surrender at End of Term. Any improvements built, constructed, or placed
upon the Site by or under Lessee, other than Lessee's trade fixtures, equipment and personal
property, shall remain on the Site and become the absolute property of Lessor without any cost to
Lessor upon the termination of this Lease, whether by lapse of time or by forfeiture by reason of
default provided that Lessee shall have the right to remove its trade fixtures, removable tenant
improvements, equipment and personal property on or before expiration or earlier termination of
this Lease,provided that Lessee repairs any damage occasioned by such removal.
12.3 Force Majeure. If either party is delayed, prevented or hindered from the
performance of any covenant or condition of this Lease because of acts of the other party, Acts
of God, adverse weather conditions not reasonably anticipated, war, invasion, insurrection, acts
of a public enemy, riot, mob violence, civil commotion, sabotage, labor disputes, inability to
procure or general shortage of labor, materials, facilities, equipment or supplies on the open
market, unusual delay in transportation, laws, rules, regulations or orders of governmental or
military authorities, or any other cause beyond the reasonable control of the parties so obligated,
whether similar or dissimilar to the foregoing, financial inability excepted, such performance
shall be excused for the period of the delay, and the period for such performance shall be
extended for a period equivalent to the period of such delay.
12.4 Waiver. No written waiver of any breach of any of the terns, covenants,
agreements, restrictions or conditions of this Lease shall be construed as a waiver of any
succeeding breach of the same or other covenants, agreements, restrictions and conditions
hereof. Lessor's acceptance of any sum payable by Lessee to Lessor under this Lease while
Lessee is in default under the terms of this Lease shall not constitute a waiver by Lessor of such
default, other than a default by Lessee in payment of the sum so accepted by Lessor. Lessee
shall not rely on any oral waiver and shall not rely on any course of conduct as a waiver of any
provision of this Lease. Lessee may rely only on specific waivers confirmed in writing.
12.5 Notices. Whenever in this Lease it shall be required or permitted that notice or
demand be given or served by either party to this Lease to or on the other, such notice or demand
IRV M15886 vl -4-
shall be given or served and shall not be deemed to have been duly given or served unless said
notice is in writing and is either personally served (including service by overnight courier) upon
the person for whom intended or mailed, by registered or certified mail, with postage prepaid,
addressed to the party for whom intended at the address that follows:
Lessor: Wessman Family Trust
c/o Wessman Development
1555 South Palm Canyon Drive, Suite G106
Palm Springs, CA 92264
Attn: John Wessman, Trustee
Lessee: Community Redevelopment Agency
of the City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: David H. Ready, Executive Director
With a Copy to: David J. Aleshire,Esq.
Burke, Williams & Sorensen, LLP
18301 Von Karman Avenue, Suite 1050
Irvine, CA 92612
Either Lessor or Lessee may change such address by notifying the other party in writing
as to such new address as Lessee or Lessor may desire used and which new address shall
continue as the address until further written notice. If any notice or demand is sent by mail as
aforesaid, the same shall be deemed served or delivered three (3) days after the mailing thereof
in the manner provided above. If any notice or demand is sent by overnight courier as aforesaid,
the same shall be deemed served or delivered twenty-four (24) hours after deposit of the same
with an overnight courier for delivery to the party to whom intended at the address provided
above for such party pursuant to this Section.
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. Lessee acknowledges that no representations or warranties of any kind or nature
not specifically set forth herein have been made by Lessor or its agents or representatives.
12.7 Inurement. Each of the covenants, conditions and agreements herein contained
shall inure to the benefit of and shall apply to and be binding upon the parties hereto and their
respective heirs, legatees, devisees, executors, administrators, successors, assigns, sublessees or
any person who may come into possession of said Site or any part thereof in any manner
whatsoever. Nothing in this Section shall in any way alter the provisions against assignment or
subletting hereinabove provided.
12.8 Assignment by Lessor. In the event Lessor shall transfer or convey or be
divested of its fee estate in and to the Site, and as a part of said transaction shall transfer,convey,
IRV M15886 vl _5_
assign or be divested of its interest as Lessor in and to this Lease, then from and after the
effective date of said assignment, transfer, conveyance, divestiture or reverter and assumption of
this Lease by the transferee, Lessor shall have no further liability, except for liabilities which
shall have accrued and be unsatisfied as of such date, for all of which liabilities Lessor shall
continue to be obligated notwithstanding any such assignment, transfer, conveyance, divestiture
or reverter.
12.9 Severability. If any tern, covenant or condition of this Lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such tern, covenant or condition to persons or
circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant or condition of this Lease shall be valid and be in force
to the fullest extent permitted by law.
12.10 Authority of Lessor. Each individual executing this Lease on behalf of Lessor
represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of
Lessor and that this Lease is binding upon Lessor.
12.11 Lessee's Officers and Employees.
12.11.1 Non-liability of Officers and Employees. No officer, official,
agent, contractor, or employee of Lessee shall be personally liable to Lessor, or any
successor in interest, in the event of any default or breach by Lessor or for any amount
which may become due to Lessor or to its successor, or for breach of any obligation of
the terms of this Lease.
12.11.2 Conflict of Interest. No officer or employee of Lessee shall have
any financial interest, direct or indirect, in this Lease nor shall any such officer or
employee participate in any decision relating to this Lease which affects the financial
interest of any corporation, partnership or association in which he is, directly or
indirectly, interested, in violation of any state statute or regulation.
12.12 Non-Discrimination. There shall be no discrimination against or segregation of
any person or group of persons on account of race, color creed, religion, sex, marital status,
handicap, age, ancestry or national original in the leasing, subleasing, transferring, use,
occupancy, tenure or enjoyment of the Site herein leased nor shall the Lessee 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 lessees, sublessees, subtenants or vendees of the Site herein leased.
12.13 Real Estate Broker. Lessee and Lessor each represent and warrant to the other
that it has not dealt with any real estate broker and knows of no real estate broker, agent, or
finder that may claim a commission in connection with this Lease, Lessee and Lessor shall each
indemnify, defend, and hold the other harmless from and against any claim for any broker's or
finder's fee arising out of the acts or omissions of the indemnifying party.
[End- Signature Page and Exhibits Follow]
IRV 415886 vl -6-
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Agreement to be executed
and to be effective as of day and year first hereinabove written.
"LESSOR"
JOHN WESSMAN, TRUSTEE OF THE
WESSMAN FAMILY TRUST, DATED
NOVEMBER 16, 1998
ESSEE"
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF PALM SPRINGS
Executive Director
ATTEST:
Agency Secretary
APPROVED AS TO FORM:
Agency Attorney
[End of Signatures]
IRV#I5886 vl -7-
EXHIBIT "A"
ATTRACTION BOARD PARCEL 1
ALL THAT PORTION OF BLOCK 27 AS SHOWN ON THE MAP OF PALM SPRINGS TOWN
SITE, RECORDED IN BOOK9, PAGE 432, RECORDS OF SAN DIEGO COUNTY,CALIFORNIA,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF PARCEL 3 AS DESCRIBED IN GRANT DEED
TO JOHN WESSMAN RECORDED OCTOBER 28, 1998, AS INSTRUMENT NO. 465160 IN
OFFICIAL RECORDS OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA;
THENCE NORTH 89'52'00"EAST,ALONG THE SOUTH LINEOF SAID PARCEL3,A DISTANCE
OF 6.92 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING ALONG SAID SOUTH LINE, NORTH 89'52'00" EAST,A DISTANCE OF
1.50 FEET;
THENCE NORTH 59'29'40" EAST, A DISTANCE OF 3.09 FEET;
THENCE NORTH 00'08'00"WEST, PARALLEL WITH THE WEST LINE OF SAID PARCEL 3, A
DISTANCE OF 1.21 FEET;
THENCE SOUTH 59'29'40"WEST, A DISTANCE OF 4.83 FEET;
THENCE SOUTH 00'08'00" EAST, PARALLEL WITH SAID WEST LINE, A DISTANCE OF 0.33
FEET TO THE TRUE POINT OF BEGINNING.
COMPRISING 4 SQUARE FEET MORE OR LESS.
i
Pg. 1 of 2
EXHIBIT "A"
ATTRACTION BOARD PARCEL 2
ALL THAT PORTION OF BLOCK 27 AS SHOWN ON THE MAP OF PALM SPRINGS TOWN
SITE, RECORDED IN BOOKS, PAGE 432, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF PARCEL 3 AS DESCRIBED IN GRANT DEED
TO JOHN WESSMAN RECORDED OCTOBER 28, 1998, AS INSTRUMENT NO. 465160 IN
OFFICIAL RECORDS OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA;
THENCE NORTH 89'52'00"EAST,ALONG THE SOUTH LINE OF SAID PARCEL 3,A DISTANCE
OF 46.42 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 59'29'40" EAST, A DISTANCE OF 2.00 FEET;
THENCE SOUTH 30'30'20" EAST, A DISTANCE OF 1.50 FEET;
THENCE SOUTH 59'29'40" WEST, A DISTANCE OF 4.00 FEET;
THENCE NORTH 30'30'20" WEST, A DISTANCE OF 1.50 FEET;
THENCE NORTH 59'29'40" EAST, A DISTANCE OF 2.00 FEET TO THE TRUE POINT OF
BEGINNING.
COMPRISING 6 SQUARE FEET MORE OR LESS.
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Pg. 2 of 2
EXHIBIT"A"
ATTRACTION BOARD PARCEL 3
ALL THAT PORTION OF BLOCK 27 AS SHOWN ON THE MAP OF PALM SPRINGS TOWN
SITE, RECORDED IN BOOK9,PAGE432, RECORDS OF SAN DIEGO COUNTY,CALIFORNIA,
DESCRIBED AS FOLLOWS:
BEGINNING ATTHE SOUTHWEST CORNER OF PARCEL 3 AS DESCRIBED IN GRANT DEED
TO JOHN WESSMAN RECORDED OCTOBER 28, 1998, AS INSTRUMENT NO. 465160 IN
OFFICIAL RECORDS OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA;
THENCE NORTH 89'52'00"EAST,ALONG THE SOUTH LINE OF SAID PARCEL 3,A DISTANCE
OF 11.08 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 00'08'00"WEST, PARALLEL WITH THE WEST LINE OF SAID PARCEL 3, A
DISTANCE OF 0.67 FEET;
THENCE NORTH 89'52'00"EAST,PARALLEL WITH SAID SOUTH LINE,A DISTANCEOF 10.50
FEET;
THENCE SOUTH 00'08'00" EAST, PARALLEL WITH SAID WEST LINE, A DISTANCE OF 1.67
FEET;
THENCE SOUTH 89'52'00" WEST, PARALLEL WITH SAID SOUTH LINE, A DISTANCE OF
10.50 FEET;
THENCE NORTH 00'08'00"WEST, PARALLEL WITH SAID WEST LINE,A DISTANCE OF 1.00
FEET TO THE TRUE POINT OF BEGINNING.
COMPRISING 18 SQUARE FEET MORE OR LESS.
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DESIGN BY: SCALE: FILE NO.:
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ATTRACTION BOARD PARCEL 1
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NOO'OB'OO"W, 16.50' PARCEL 2 PER INST. NO. 465160
RECORDED 10/28/98 N00'08'00'W, 23.60'
N89'52'00"E 57.80' . BAt?,
NOO'o8'00"W. 16.50'
DELI BEARING RADIUS LENGTH TANGENT I N89'52'00"E, 4.32'
1 N89'52 00 E 46.42 No. C-28fl31
N59'29 40"E 2.00 ExD.OS31-03
S30'30 20*E 1.50 `rT,9TF C 1 V Ir
S59'29 40 4,00
N30'30 20 1.So
N59'29'40"E 2.00
of 7ALN 3,o APPROVED BY:
z CITY OF PALM SPRINGS
ENGINEERING DEPARTMENT
DAVID J. BARMAN, P.E. - CITY E CINEER
RCE 28931, EXP. 3/31/03
DESIGN BY: SCALE: FILE NO.:
MLF 1" = 20' R-00-14
ATTRACTION BOARD PARCEL 2
CHECKED BY: DWG. NO.: SHEET NO.:
DJB 1 1 OF 1
Pg. 2 of 2
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EXHIBIT
4
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N89'52'00"E 62.12'
N
N
3 PARCEL 3 PER INST. N0. 465160
SCALE 1" 20' RECORDED 10/28/98
o O�
a
� SEE DETAIL HEREON
�Q• 6
NOO'OS'00"W, 16.50' PARCEL 2 PER INST. NO. 465160
RECORDED 10/26/98 NOO'08'DO"W, 23.60'
N89'52'00'E 57.80' SOS "wF
NGO'08'00"W, 16.50 Q
DEJAAEARING I RADIUS LENGTH I TANGENT N8952'00E, 4.32' *
N89'52 00 28931
N00'08'00"W 0.67 Exp.U31-03
N89'52 00 E 10.50 S7,1��C I V I L
4 SOO'OB OO E 1.67 OF
S59'52 GO"W 10.50
NO(rosloo1w 1.00
of PALk APPROVED BY:
CITY OF PALM SPRINGS
ENGINEERING DEPARTMENT I��a
DAND J. BARMAN, P.E. — CITY ENGINEER
ROE 28931. EXP. 3/31/03
DESIGN BY: SCALE: ME NO.:
MLF 1" = 20' R-00-14
ATTRACTION BOARD PARCEL 3 CHECKED BY: DWG. NO.: SHEET NO.:
DJB 1 1 OF 1
;. ll . _
��p � y � � � �„ 1
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��� 1 l`
HISTORIC P1,e,ZA}liuATRG April 23, 2001
128 S.PALM CANYON DR.
PALM SPRINGS,CA 92262
Mr. George Wyatt
r Director, Economic Development
I,llSIf,555'J'f;iCCS
125G.TahquilzCuyu.Way,Ste,209 City Of Palm Springs
PALM SPRINGS,CA92262 3200 East Tahquitz Canyon Way
J` ` J Palm Springs, CA92262
RE: Plaza Theatre Lease
(760)778-7654
Dear Mr. Wyatt:
i�i;a>ainty Pursuant to paragraph (4b) of the Plaza Theatre Lease between the
(760)864-6514 City of Palm Springs and The Partnership For The Performing Arts,
LP, we hereby exercise the option provided extending our lease for
dGm, i-"."sC;:r:•Oab an additional year from October 1, 2001 through September 30,
(760)864-6516 2002. I have enclosed the master calendar for the 2001-2002 Follies
Eleventh Season.
TRb�'.IIObs Sincerely,,/2
(760)327-0225
/ F
�rcur' ,. LS Dan fardin
(760)778-7657 Associate Producer
Partnership For The Performing Arts, LP
nc5tr;aLe
(760)322-3196 Enclosure:
cc: Riff Markowitz
David Ready
Dallas Flicek
DJ/skp
January 20020
Sun Mon Tue Wed Thu Fri Sat
1 2 3 4 5
i\lf E vY
7 F,,AR
6 7 8 9 10 11 12
JO ANN JO ANN JO ANN JO ANN JO ANN
CASTLE CASTLE CASTLE CASTLE CASTLE
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
13 14 15 16 17 18 19
JO ANN JO ANN JO ANN JO ANN JO ANN
CASTLE CASTLE CASTLE CASTLE CASTLE
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
20 21 22 23 24 25 26
JO ANN BARBARA BARBARA BARBARA BARBARA
CASTLE McNAIR McNAIR McNAIR McNAIR
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1.30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
27 28 29 30 31
BARBARA BARBARA BARBARA
McNAIR McNAIR McNAIR
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat - -
7:00 PM Eve 7:00 PM Eve
December 2001 February 2002
S M T W T F S S M T W T F S
1 1 2
2 3 4 5 6 7 8 3 4 5 6 7 8 9
9 10 11 12 13 14 15 10 11 12 13 14 15 16
16 17 18 19 20 21 22 17 18 19 20 21 22 23
23 24 25 26 27 28 29 24 25 26 27 28
30 31
February 200
Sun Mon Tue Wed Thu Fri Sat
1 2
BARBARA BARBARA
McNAIR McNAIR
1:30 PM Mat 1.30 PM Mat
7:00 PM Eve 7:00 PM Eve
3 4 5 6 7 8 9
BARBARA BARBARA BARBARA BARBARA BARBARA
McNAIR McNAIR McNAIR McNAIR McNAIR
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
10 11 12 13 14 15 16
BARBARA BARBARA BARBARA BARBARA BARBARA
McNAIR McNAIR McNAIR McNAIR McNAIR
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve 7.00 PM Eve
17 18 19 20 21 22 23
BARBARA BARBARA BARBARA BARBARA BARBARA
McNAIR McNAIR McNAIR McNAIR McNAIR
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
24 25 26 27 28
BARBARA BARBARA BARBARA
McNAIR McNAIR McNAIR
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat —
7:00 PM Eve 7:00 PM Eve
January 2002 March 2002
S M T W T F S S M T W T F S
1 2 3 4 5 1 2
6 7 8 9 10 11 12 3 4 5 6 7 8 9
13 14 15 16 17 18 19 10 11 12 13 14 15 16
20 21 22 23 24 25 26 17 18 19 20 21 22 23
27 28 29 30 31 24 25 26 27 28 29 30
31
• March 2002 0
Sun Mon Tue Wed Thu Fri Sat
1 2
BARBARA BARBARA
McNAIR McNAIR
1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve
3 4 5 6 7 8 9
BARBARA BARBARA BARBARA BARBARA BARBARA
McNAIR McNAIR McNAIR McNAIR McNAIR
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
10 11 12 13 14 15 16
BARBARA FOUR ACES FOUR ACES FOUR ACES FOUR ACES
McNAIR 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
1:30 PM Mat 7:00 PM Eve 7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
17 18 19 20 21 22 23
FOUR ACES FOUR ACES FOUR ACES FOUR ACES FOUR ACES
1:30 PM Mal 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
24 25 26 27 28 29 30
FOUR ACES FOUR ACES FOUR ACES FOUR ACES GOOD FRIDAY FOUR ACES
1:30 PM Mat 1:30 PM Mat PASSOVER 1:30 PM Mat 1:30 PM Mat
1:30 PM Mat 7:00 PM Eve 7:00 PM Eve
3 1 February 2002 April 2002
EASTER S M T W T F S S M T W T F S
1 2 1 2 3 4 5 6
3 4 5 6 7 8 9 7 8 9 10 1 1 1 2 13
10 11 12 13 14 15 16 14 15 16 17 18 19 20
17 18 19 20 21 22 23 21 22 23 24 25 26 27
24 25 26 27 28 28 29 30
• April 2002 •
Sun Mon Tue Wed Thu Fri Sat
1 2 3 4 5 6
JO ANN JO ANN JO ANN JO ANN JO ANN
CASTLE CASTLE CASTLE CASTLE CASTLE
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
7 8 9 10 11 12 13
JO ANN JO ANN JO ANN JO ANN JO ANN
CASTLE CASTLE CASTLE CASTLE CASTLE
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
14 15 16 17 18 19 20
JO ANN JO ANN JO ANN JO ANN JO ANN
CASTLE CASTLE CASTLE CASTLE CASTLE
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1.30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
21 22 23 24 25 26 27
JO ANN JO ANN JO ANN JO ANN JO ANN
CASTLE CASTLE CASTLE CASTLE CASTLE
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
28 29 30
JO ANN
CASTLE
1:30 PM Mat
March 2002 May 2002
S M T W T F S S M T W T F S
1 2 1 2 3 4
3 4 5 6 7 8 9 5 6 7 8 9 10 11
10 11 12 13 14 15 16 12 13 14 15 16 17 18
1718 19 20 21 2223 19 20 21 22 23 24 25
24 25 26 27 28 29 30 26 27 28 29 30 31
31
May 2002
Sun Mon Tue Wed Thu Fri Sat
1 2 3 4
JO ANN JO ANN JO ANN JO ANN
CASTLE CASTLE CASTLE CASTLE
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
5 6 7 8 9 10 11
JO ANN JO ANN JO ANN JO ANN JO ANN
CASTLE CASTLE CASTLE CASTLE CASTLE
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
12 13 14 15 16 17 18
JO ANN FOURACES FOURACES FOURACES FOURACES
CASTLE 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
1:30 PM Mat 7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
19 20 21 22 23 24 25
FOURACES FOURACES FOURACES FOURACES FOUR ACES
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
26 27 28 29 30 31
FOURACES
1:30 PM Mat
April 2002 June 2002
S M T W T F S S M T W T F S
1 2 3 4 5 6 1
7 8 9 10 11 12 13 2 3 4 5 6 7 8
14 15 16 17 18 19 20 9 10 11 12 13 14 15
21 22 23 24 25 26 27 16 17 18 19 20 21 22
28 29 30 23 24 25 26 27 28 29
30
January 2001
Partnership for the Performing Arts
Sun Mon Tue Wed Thu Fri Sat
1 2 3 4 5 6
New Year's Day Matinee
Evening
7 8 9 10 11 12 13
Matinee Matinee Matinee Matinee Matinee
Evening Evening Evening
14 15 16 17 18 19 20
Matinee MLK Holiday Matinee Matinee Matinee Matinee
Evening Evening Evening
21 22 23 24 25 26 27
Matinee Matinee Matinee Matinee Matinee
Evening Evening Evening Evening
28 29 30 31
Matinee Matinee
Evening
Plaza Theatre Calendar, Follies 10
February 2001 �
Partnership for the Performing Arts
Sun Mon Tue Wed Thu Fri Sat
1 2 3
Matinee Matinee Matinee
Evenin; Evening Evenine
4 5 6 7 8 9 10
Matinee Matinee Matinee Matinee Matinee
Evening Evening Evening Evening Evening
11 12 13 14 15 16 17
Matinee Matinee Matinee Matinee Matinee
Evening Evening Evening Evening
Valentine's
Day
18 19 20 21 22 23 24
Matinee Presidents Day Matinee Matinee Matinee Matinee
Evening Evening Evening Evening Evening
25 26 27 28
Matinee Matinee
Evening
Ash Wed.
Plaza Theatre Calendar, Follies 10
March 2001 i
Partnership for the Performing Arts
Sun Mon Tue Wed Thu Fri Sat
1 2 3
Matinee Matinee Matinee
Evening Evening Evening
4 5 6 7 8 9 10
Matinee Matinee Matinee Matinee Matinee
Evening Evening Evening Evening
11 12 13 14 15 16 17
Matinee Matinee Matinee Matinee Matinee
Evening Evening Evening Evening
St. Patrick's
Day
18 19 20 21 22 23 24
Matinee Matinee Matinee Matinee Matinee
Evening Evening Evening
25 26 27 28 29 30 31
Matinee Matinee Matinee Matinee Matinee
Evening Evening Evening
Plaza Theatre Calendar, Follies 10
April 2001
Partnership for the Performing Arts
Sun Mon Tue Wed Thu Fri Sat
1 2 3 4 5 6 7
Matinee Matinee Matinee Matinee Matinee
DST Begins Evening Evening Evening
Passover begins
at Sunset
8 9 10 11 12 13 14
Matinee Matinee Matinee Matinee
Palm Sunday
Eveningo
15 16 17 18 19 20 21
Easter Matinee Matinee Matinee Matinee
Evening Evening Evening
22 23 24 25 26 27 28
Matinee Matinee Matinee Matinee Matinee
Evening Evening Evening
29 30
Matinee
Plaza Theatre Calendar, Follies 10
May 2001
Partnership for the Performing Arts
Sun Mon Tue Wed Thu Fri Sat
1 2 3 4 5
Matinee Matinee Matinee Matinee
Evening Evening
6 7 8 9 10 11 12
Matinee Matinee Matinee Matinee Matinee
Evening Evenin;
13 14 15 16 17 18 19
Matinee Matinee Matinee Matinee Matinee
Mother's Day Evenin0g Evening
Armed Forces
Day
20 21 22 23 24 25 26
Matinee Matinee Matinee Matinee
Evening Evening
27 28 29 30 31
Matinee Memorial Day
Holiday
Plaza Theatre Calendar, Follies 10
August 2001
Sun Mon Tue Wed Thu Fri Sat
1 2 3 4
5 6 7 8 9 10 11
12 13 14 15 16 17 18
19 20 21 22 23 24 25
REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS
26 27 28 29 30 31
REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS
July 2001 September 2001
S M T W T F S S M T W T F S
1 2 3 4 5 6 7 1
8 9 10 11 12 13 14 2 3 4 5 6 7 8
15 16 17 18 19 20 21 9 10 11 12 13 14 15
22 23 24 25 26 27 28 16 17 18 19 20 21 22
29 30 31 23 24 25 26 27 28 29
30
September 2001
Sun Mon Tue Wed Thu Fri Sat
1
REHEARSALS
2 3 4 5 6 7 8
REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS
9 10 11 12 13 14 15
REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS
16 17 18 19 20 21 22
REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS
23 24 25 26 27 28 29
REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS
3 0 August 2001 October 2001
REHEARSALS S M T W T F S S M T W T F S
1 2 3 4 1 2 3 4 5 6
5 6 7 8 9 10 11 7 8 9 10 11 12 13
12 13 14 15 16 17 18 14 15 16 17 18 19 20
19 20 21 22 23 24 25 21 22 23 24 25 26 27
26 27 28 29 30 31 28 29 30 31
October 2001
Sun Mon Tue Wed Thu Fri Sat
1 2 3 4 5 6
REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS
7 8 9 10 11 12 13
REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS
14 15 16 17 18 19 20
REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS
21 22 23 24 25 26 27
REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS REHEARSALS
28 29 30 31
REHEARSALS REHEARSALS REHEARSALS REHEARSALS
September 2001 November 2001
S M T W T F S S M T W T F S
1 1 2 3
2 3 4 5 6 7 8 4 5 6 7 8 910
9 10 11 12 13 14 15 11 12 13 14 15 16 17
16 17 18 19 20 21 22 18 19 20 21 22 23 24
23 24 25 26 27 28 29 25 26 27 28 29 30
30
0
November 2001
Sun Mon Tue Wed Thu Fri Sat
1 2 3
REHEARSALS REHEARSALS REHEARSALS
4 5 6 7 8 9 1 0
REHEARSALS REHEARSALS Anna Marie Anna Marie Anna Marie Anna Marie Anna Marie
Alberghetti Alberghetti Alberghetti Alberghetti Alberghetti
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
11 12 13 14 15 16 17
Anna Marie Anna Marie Anna Marie Anna Marie Anna Marie
Alberghetti Alberghetti Alberghetti Alberghetti Alberghetti
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
18 19 20 21 22 23 24
Anna Marie Anna Marie Anna Marie Anna Marie Anna Marie
Alberghetti Alberghetti Alberghetti Alberghetti Alberghetti
1:30 PM Mat 1:30 PM Mat THANKSGIVING 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve
1:30 PM Mat
25 26 27 28 29 30
Anna Marie Anna Marie Anna Marie Anna Marie
Alberghetti Alberghetti Alberghetti Alberghetti
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve
October 2001 December 2001
S M T W T F S S M T W T F S
1 2 3 4 5 6 1
7 8 9 10 11 12 13 2 3 4 5 6 7 8
14 15 16 17 18 19 20 9 10 11 12 13 14 15
21 22 23 24 25 26 27 16 17 18 19 20 21 22
28 29 30 31 23 24 25 26 27 28 29
30 31
*December 2001�
Sun Mon Tue Wed Thu Fri Sat
1
Anna Marie
Alberghetti
1:30 PM Mat
7:00 PM Eve
2 3 4 5 6 7 8
Anna Marie Anna Marie Anna Marie Anna Marie Anna Marie
Alberghetti Alberghetti Alberghetti Alberghetti Alberghetti
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
9 10 11 12 13 14 15
Anna Marie Anna Marie Anna Marie Anna Marie Anna Marie
Alberghetti Alberghetti Alberghetti Alberghetti Alberghetti
L30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve
16 17 18 19 20 21 22
Anna Marie
Alberghetti
1:30 PM Mat
23 24 25 26 27 28 29
C7r1 R Il"TN1A Anna Marie Anna Marie Anna Marie
Alberghetti Alberghetti Alberghetti
1:30 PM Mat 1:30 PM Mat 1:30 PM Mat
7:00 PM Eve 7:00 PM Eve 7:00 PM Eve
3 0 3 1 November 2001 January 2002
Anna Marie Anna Marie S M T W T F S S M T W T F S
Alberghetti Alberghetti 1 2 3 1 2 3 4 5
L30 PM Mat 4:00 PM Early 4 5 6 7 8 9 1 0 6 7 8 9 1 0 1 1 1 2
7:00 PM Eve 9:00 PM Late 1 1 12 13 14 15 1 6 17 13 14 15 16 17 1 8 19
18 19 20 21 22 23 24 20 21 22 23 24 25 26
25 26 27 28 29 30 27 28 29 30 31
HISTORIC PLAZA THmTRE
128S.PALM CANYON DR.
� �� 1�1Q'/flLJ1��
PALM SeRiNGs,CA92262 George Wyatt, Executive Director
Community Redevelopment Agency
of the City of Palm Springs
Bosnim,r)rriCLs PO Box 2743
125G.TahquIIzCnynIay,8ie.209 Palm Springs, CA 92263
PAL62mcs,CA92262 March 10, 2000
RE: Plaza Theatre Lease
aTRr�rricr' Dear Mr. Wyatt:
(760)778-7654
Pursuant to paragraph (4b) of the Plaza Theatre lease between the City of
Palm Springs and The Partnership For The Performing Arts, LP, we hereby
AP"FFTI�C, exercise the option provided extending our lease for an additional year from
(760)864-6514 October 1, 2000 through September 30, 2001. 1 have enclosed the master
calendar for the 2000-2001 Follies Tenth season.
Sincerely,
(7G0)8G4-G51G
ti
(760)327-0225 Dan Jar
Associ e Producer
Partnership For The Performing Arts, LP
(760)778-7657 enclosure
cc: Riff Markowitz, Mr. Dallas Flicek
(760)322-3196
August 2000
Partnership for the Performing Arts
Sun Mon Tue Wed Thu Fri Sat
1 2 3 4 5
6 7 8 9 10 11 12
13 14 15 16 17 18 19
20 21 22 23 24 25 26
27 28 29 30 31
C&D: OPEN C&D: OPEN C&D: OPEN
Plaza 'Theatre Calendar, Follies 10
6eptember 20000
Partnership for the Performing Arts
Sun Mon Tue Wed Thu Fri Sat
1 2
C&D: OPEN D&C:Xmas
3 4 5 6 7 8 9
D&C:Xmas D&C:Xmas D&C:Xmas RNI:Radio RNI:Radl0
10 11 12 13 14 15 16
RD: FINALE RD: FINALE RD: FINALE JP: 40's JP: 40's
17 18 19 20 21 22 23
JP: 40's JP: 40's JP: CIRCUS JP: CIRCUS JP: CIRCUS
24 25 26 27 28 29 30
JP: CIRCUS JP: PG JP: PG Earl Brown JP,C&D,RD : LA
for Sound Singer Days
Meeting in With Earl
Evening Brown
JP: PG
Plaza Theatre Calendar, Follies 10
October 2000
Partnership for the Performin; Arts
Sun Mon Tue Wed Thu Fri Sat
1 2 3 4 5 16 7
Cast Day Off Cast Day Off JP,C&D,RD : LA JP, C&D, RD PS: JP, C&D, RD PS: JP, C&D, RD PS: PG: Final
JP,C&D,RD : LA JP,C&D,RD : LA Singer Days Precord Days Precord Days Precord Days Changes withRNl
Singer Days Singer Days With Earl
With Earl With Earl Brown
Brown Brown
8 9 10 11 12 13 14
Cast Day Off Cast Day Off a) JP: 40's: b) JP: CIRCUS- C&D OPEN C&D XMAS: a)RD- FNALE:
JP-Mix Day JP-Mix Day Final Final Changes :Final Changes Final Changes Final Changes
Changes-With with RM with RM with RM with RM
Mix PG Mix 40's NU DaysFadio,Ple&e.
RM C&D Mix JP: Mix RD Mix Days- oTs&Entras.spc,Ndl
C&D Mix Days-Xmas Days-CIRCUS FINALE
Days-OPEN
15 16 17 18 19 20 21
Cast Day Off JP, C&D- Tek JP&RD: Tek Act C&D : Light JP: Light Days- C&D: Light JP: Light
Actl and 2 3 Days-OPEN PRETTY GIRL Days- XMAS Days-40's
22 23 24 25 26 27 28
Cast Day Off RM: Light Days- RD: Light JP: Light Days- JP, C&D, RD: 2 JP, C&D, RD: 2 JP, C&D, RD: 2
RADIO Days-FINALE CIRCUS Tech and Tech and Tech and
&PLEDGE Dresses Dresses Dresses
29 30 31
Cast Day Off Cast Day Off JP, C&D, RD: 2
Tech and
Dresses
Plaza Theatre Calendar, Follies 10
November 2000
Partnership for the Performing Arts
Sun Mon Tue Wed Thu Fri Sat
1 2 3 4
JP, C&D, RD 2 JP, C&D, RD 2 JP, C&D, RD 2 JP, C&D, RD 2
Previews Previews Previews Previews
5 6 7 8 9 10 11
Cast Day Off JP, C&D, RD Matinee Matinee Matinee Matinee Matinee
Gay Pride for Final Dress JP, C&D, RD JP, C&D, RD JP, C&D, RD JP, C&D, RD JP, C&D, RD
Parade For Matinees For Matinees For Matinees For Matinees For Matinees
Veterans Day
Parade
12 13 14 15 16 17 18
Matinee Matinee Matinee Matinee Matinee
Evenin; Evening Evening
19 20 21 22 23 24 25
Matinee Matinee Matinee Matinee Matinee
Thanks,iving Evening Evening
Day
26 27 28 29 30
Matinee Matinee Matinee
Evening
Plaza Theatre Calendar, Follies 10
December 2000
Partnership for the Performing Arts
Sun Mon Tue Wed Thu Fri Sat
1 2
Matinee Matinee
Evening Festival of Lishts
Parade
Evening
3 4 5 6 7 8 9
Matinee Matinee Matinee Matinee Matinee
Evening Evening Evening
10 11 12 13 14 15 16
Matinee Matinee Matinee Matinee Matinee
Evening
17 18 19 20 21 22 23
Hanukkah
Begins (Sunset)
24 25 26 27 28 29 30
Christmas Day Matinee Matinee Matinee Matinee
Evening Evenine Evening Evening
31
New Year's
Matinee
New Year's
Evening
Plaza Theatre Calendar, Follies 10
HISTORIC PLAZA THEATRE Executive Director
128S.PALMCmoNDR. Community Redevelopment Agency
P"SPOGS,CA92262 of the City of Palm Springs
PO Box 2743
BUSINESS OFFICES Palm Springs, CA 92263
125E.TahquiaCnya.Way,8te.209 PuSPRim,CA92262 April 1, 1999
Attention: Executive Director,
THEATRE OFFICE Pursuant to paragraph (4b) of the Plaza Theatre lease between the City
(760)778-7654 of Palm Springs and The Partnership For The Performing Arts, LP, we
hereby exercise the option provided ' extending ,our lease for an
MARnTInc additional year from October 1, 1999 through September 30, 2000. 1
(760)864-6514 have enclosed ' the master calendar for the 1999-2000 Follies nine
season.
MEDIA RELATIONS Sincerely,
(760)864-6516
h JG
RESERVATIONS
(760)327-0225
' 1 :...f
an J rain
N
Associate Producer' <„r, r, 4r
GROUP SALES Partnership For TW PerfpCming Arts, LP
r
(760)118-7657 ' I ,'' ' i 't
,
enclosure
FACSIMILE e r 1
cc; F�1ff MarkowltzMr RRhMarktrl&,
(760)322-3196
L
HISTORIC PLAZA THEATRE Mr. Rob Parkins
128S.PALMCANYoNDR. City of Palm Springs
PALM SPRINGS,CA9226Z 3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
13UsINESsOFFICES March 23, 1998
125E TAquilz Cnyn.Way,Ste.200
PALM SPRINGS,CA 92262
Dear Mr. Parkins,
Pursuant to paragraph (4b) of the Plaza Theatre lease between the City
THEATRE&nCE of Palm Springs and The Partnership For The Performing Arts, LP, we
(760)778-7654 hereby exercise the option provided extending our lease for an
additional year from October 1, 1998 through September 30, 1999. 1
14AREVING have enclosed the master calendar for the 1998-1999 Follies eight
(760)864-6514 season.
Sincerely,
24EDIARELATIOPIS
(760)864-6516
RESERVATIONS
(760)327-0225 Dan J rdin
Director of Operations
Partnership For The Performing Arts, LP
GROUP SALES
(760)778-7657 enclosure
FACSIMILE cc: Riff Markowitz
(760)322-3196
The Partnership for the
Performing Arts - 1st Amend
to Theater Lease
AGREEMENT #270C
R960, 11-2-94
FIRST AMENDMENT TO THEATER LEASE AGREEMENT
THIS FIRST AMENDMENT TO THEATER LEASE AGREEMENT (this
"Amendment") is made and entered into as of October 1, 1994, by and
between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM
SPRINGS ("Landlord") and THE PARTNERSHIP FOR THE PERFORMING ARTS,
L.P. , a California Limited Partnership ("Tenant") .
R E C I T A L S:
A. Landlord and Tenant entered into that certain Theater
Lease Agreement dated as of August 19, 1991 as supplemented by that
certain side letter between Landlord and Tenant dated August 19,
1994 (the "Side Letter") pursuant to which Landlord subleased to
Tenant certain real property, together with improvements thereon
and appurtenances thereto, located in the City of Palm Springs,
California, as more particularly described in the Sublease (the
"Sublease") -
B. The Demised Premises, together with other properties, are
leased by Landlord, as lessee, pursuant to that certain Lease and
Purchase Agreement dated November 14, 1988, as amended by that
certain Addendum to Lease/Purchase of Property Agreement dated
March 13, 1989, by and among EARL C. STREBE and FRANCES B. STREBE,
as to an undivided one-half interest, and GESKA R. LINANE, SUSAN S.
PORTER and DOROTHY ANN ZABEL STREBE, as to an undivided one-half
interest (collectively, "Master Lessors") and Landlord, as lessee,
a memorandum of which was recorded April 17, 1989 in the Official
Records of Riverside County, California as Instrument No. 1230381,
and re-recorded May 4, 1989 as Instrument No. 142779, as further
amended by Amendment to Lease dated October 15, 1991, between the
successors-in-interest to the Master Lessors, an amended memorandum
of which was recorded on February 14, 1992 as Instrument No. 051824
of the Official Records of Riverside County, California (as
amended, the "Master Ground Lease") .
C. In addition to modifying the Sublease, the Side Letter
also granted additional rights to The Rifael Corp, a California
Corporation ("Rifael") including, but not limited to, a right to
negotiate and a right of first refusal to purchase a certain
portion of the Demised Premises upon termination of the Master
Lease.
D. Upon the occurrence of certain events, Article 37 of the
Sublease contemplated the addition of certain additional property
called "Karen's Korner" as part of the Demised Premises. Such
circumstances occurred and Karen's Korner became a part of the
Demised Premises and, therefore, subject to the terms of the
Sublease.
E. The rights of Wessman as to the Theater were terminated
by a written instrument executed by Wessman although Wessman does
FS2\458\014084-0033\2117068.10 11/01/94
i w
currently has the right to purchase Karen's Korner upon acquisition
thereof by Landlord.
F. Tenant is in default under the Sublease, including but
not limited to:
(a) Tenant is in arrears with respect to the payment of
rent due under the Sublease in the amount of ONE
HUNDRED THOUSAND SEVEN HUNDRED EIGHTY FOUR DOLLARS
($100,784.00) through September 30, 1994 which sum
includes interest on the delinquent rent as
authorized by the Sublease ("Delinquent Rent") .
(b) Tenant is not using the Karen's Korner property as
a gift shop and food service emporium as required
by Article 41 of the Sublease.
G. The parties desire to resolve the specified default
issues and to amend the Sublease to, among other things, modify the
rent provisions as to the Theater and Karen's Korner and to modify
the use restrictions as to Karen's Korner.
NOW, THEREFORE, Landlord and Tenant agree as follows:
1. DEFINED TERMS. Capitalized terms not otherwise defined,
or redefined, in this Amendment shall have the meaning ascribed to
such terms as set forth in the Sublease.
2. PAYMENT OF DELINQUENT RENT. Concurrently with execution
of this Amendment, in payment of the Delinquent Rent, Tenant has
executed and delivered to Landlord that certain Promissory Note of
even date herewith in the sum of ONE HUNDRED THOUSAND SEVEN HUNDRED
EIGHTY FOUR DOLLARS ($100, 784. 00) executed by Tenant payable to
Landlord which note is in the form attached hereto as Exhibit "A"
attached hereto ("Delinquency Note") .
3. COMMITMENT TO PAY DELINQUENT REAL PROPERTY TAXES. Tenant
is obligated to pay the real property taxes for the Theater and
Karen's Korner as specified in Section 6 of the Lease. Currently
certain of the prior real property taxes were paid by Landlord and
are due and owing to Landlord. Landlord has requested the Tax
Assessor of the County of Riverside to allocate the real property
taxes on the Property between the Theater, Karen's Korner and
Louise's Pantry which allocation is expected to be received by
December of 1994. Prior to receipt of such allocation, Tenant
shall pay to Landlord an estimated amount of the delinquent taxes
("Landlord's Estimate") pursuant to a payment schedule mutually
acceptable to the parties. Upon receipt of the tax allocation from
the Assessor's Office, a copy of same shall be delivered by
Landlord to Tenant with a statement indicating the additional
amount of said taxes in excess of the Landlord's Estimate which are
also due and owing to the Landlord. If the remaining amount is
less than One Thousand Dollars ($1,000. 00) , Tenant shall pay the
FS2\458\014084-0033\2117068.10 11/01/94 -2-
full amount to Landlord no later than Friday, December 30, 1994.
If the remaining amount of delinquent taxes is more than one
Thousand Dollars ($1,000.00) , Tenant shall pay the full amount to
Landlord no later than Friday January 20, 1995.
Upon receipt of the allocation from the Assessor's Office,
Tenant shall be bound thereby and obligated to pay the remaining
amount of the delinquent taxes to Landlord. However, after payment
of same to Landlord, Tenant shall have the right to appeal the
allocation to the Assessor's Office at Tenant's sole cost and
expense. If the tax Assessor's allocation is revised, then an
appropriate adjustment of the total payment of delinquent taxes
shall be made provided that such allocation is not challenged by
Louise's Pantry. If Louise's Pantry does challenge the revised
allocation, then the final determination from the Assessor's Office
shall be binding on Tenant with respect to the delinquent taxes.
Nothing herein shall be deemed to modify the provisions of Section
6 except as specifically set forth herein as to the delinquent
taxes.
4. AMENDMENTS TO SUBLEASE.
3 . 1 RENTAL. Sections (a) and (b) of Article 5 of the
Sublease are hereby deleted in their entirety and the following is
substituted in their place and stead:
115. RENTAL.
(a) Percentage Rental. For each and every Extended Term
of this Lease, Tenant shall pay to Landlord, at the time and
in the manner specified in this Paragraph 5, as "Percentage
Rental", a sum equal to the product of the Percentage Rental
Rate specified in Article 1 multiplied by the amount of
Tenant's "Gross Sales, " (as hereinafter defined) made in, upon
or from the Demised Premises, during each said Extended Term
period, subject, however, to the Maximum Percentage Rental as
specified below. Notwithstanding the foregoing, Tenant shall
pay to Landlord the Maximum Percentage Rental for each
Extended Term in six (6) equal installments commencing on
December 1st of said Extended Term and continuing on the first
day of each month thereafter through and including May of that
Extended Term and upon termination of the Extended Term and
Tenant's delivery of a final accounting as to total Gross
Sales earned during said Extended Term, Landlord and Tenant
shall make a final adjustment respecting the payment of the
Percentage Rent with any shortage paid by Tenant to Landlord
concurrently with the final accounting and any overage repaid
by Landlord to Tenant within thirty (30) days after Landlord's
receipt of Tenant's final accounting. For example, the
Maximum Percentage Rental for the Extended Term of August 1,
1995 to July 31, 1996 is $75, 000. Therefore, on the first day
of each of month from December 1, 1995 to May 1, 1996, Tenant
shall pay the sum of Twelve Thousand Five Hundred Dollars
($12, 500. 00) to Landlord. On or before August 30, 1996,
FS2\458\014084-0033\2117068.10 11/01/94 -3-
Tenant shall deliver a final accounting to Landlord respecting
Percentage Rent actual due and owning for said Extended Period
and the final adjustments shall be made between the parties.
The Maximum Percentage Rent for each Extended Term shall
be as follows:
(i) For the two (2) Extended Terms during August 1,
1994 through July 31, 1996, the Maximum Percentage
Rent to be paid by Tenant for each such Extended
Term during said period shall be SEVENTY FIVE
THOUSAND DOLLARS ($75, 000.00) .
(ii) Commencing August 1, 1996 and for each Extended
Term thereafter, the Maximum Percentage Rent to be
paid by Tenant during each such Extended Term shall
be the ONE HUNDRED TWENTY THOUSAND DOLLARS
($120, 000.00) , adjusted to reflect increases, if
any, in the Consumer Price Index occurring from
August 1, 1994 to the first day of each respective
Extended Term.
Karen's Korner Commencement Date was February 1, 1992 .
From and after the Karen's Korner Commencement Date, Tenant
shall pay to Landlord Karen's Rental as provided in Article
38.
(b) Statement of Percentage Rental and Audit. Tenant
shall furnish to Landlord a statement of the Gross Sales of
Tenant for each calendar month within thirty (30) days after
the close of each such calendar month during the term hereof.
Each statement shall be signed by a responsible officer of
Tenant. The persons signing each such statement shall be
deemed to have certified that to the best of his or her
personal knowledge the information in such statement is true
and correct. Tenant shall record at the time of sale, in the
presence of the customer, all receipts from sales or other
transactions, whether cash or credit made from a cash register
or point of sale computer, having a cumulative retrievable
total and which numbers consecutive purchases. Tenant shall
also record at the time of receipt, all receipts from Events,
including without limitation all receipts from ticket sales,
the operation of the box office and concession areas and the
rental of equipment and all receipts from the use of the
Demised Premises (excluding Karen's Korner) by any licensee.
Tenant shall prepare and keep full and accurate books of
account, records and all cash register receipts, computer
records, rent and license records with regard to the Gross
Sales, credits, refunds and other pertinent transactions made
from or upon the Demised Premises (including the Gross Sales
of any subtenant, licensee or concessionaire) . Such books,
receipts and records shall be kept for a period of not less
than three (3) years after the close of each calendar year and
without regard to whether the three (3) year period extends
beyond the term of the Lease, and shall be available for
FS2\458\014084-0033\2117068.10 11/01/94 -4-
i •
inspection and audit on the Demised Premises during the term
of the Lease by Landlord and its representatives at all times
during normal business hours upon twenty-four (24) hours prior
notice. In addition, upon request of Landlord, Tenant shall
furnish to Landlord a copy of all Tenant's (and of Tenant's
subtenants, licensees or concessionaires) Sales and Use Tax
Returns if required to be filed in the state or county or city
where the Property is located. The receipt by Landlord of any
statement or payment of Percentage Rental for any period shall
not bind it as to the correctness of the statement or the
payment. Landlord shall, within one (1) year after the
receipt of any such statement, be entitled to an audit of such
Gross Sales either by Landlord or by Landlord's representative
to be designated. Such audit shall be conducted during normal
business hours. If it shall be determined as a result of such
audit that there has been a deficiency in the payment of
Percentage Rental, then such deficiency shall become
immediately due and payable with interest thereon at the rate
specified in Article 5 (f) from the date when the Percentage
Rental payment should have been made until the date paid. In
addition, if Tenant shall be found to have understated Gross
Sales by more than ten percent (10%) , then Tenant shall pay to
Landlord all costs and expenses incurred by Landlord in making
such audit and determining and collecting the underpayment. "
3.2 CORRECTION OF REAL ESTATE TAXES. The fourth
sentence in Article 6 is hereby deleted in its entirety and the
following is substituted in its place and stead: "Notwithstanding
the foregoing, Tenant shall be obligated to pay for any tax,
assessment, or fee of any nature whatsoever which is levied
exclusively against Tenant, the Demised Premised or Karen's
Korner. "
3. 3 ADDITIONAL EVENT OF DEFAULT. Section (a) of Article
22 of the Sublease is hereby supplemented to add the following to
the end of the first sentence thereof: "or (ix) default by Tenant
under the Delinquency Note" .
3 .4 TENANT TO PRODUCE FUND RAISING PROMOTION EVENT. The
following Section (d) is hereby added to Article 34:
" (d) Fund-Raisins Event Produced by Tenant. In addition
to the provisions of Paragraphs 34 (a) , (b) and (c) above,
Tenant agrees, at the written request of Landlord
("Request for Production Notice") , to produce at the
Theater a premium fund-raising event which may include a
Follies performance and such additional entertainment as
may be required and agreed upon by the parties. The
proceeds of such special event will be used for purposes
of acquisition of the Theater by Landlord and/or
renovation expenses incurred by Landlord for the Theater.
Tenant agrees that Landlord may request Tenant to hold
such an event not more than once during any Extended Term
and not more than three (3) times during the maximum term
of this Lease as currently provided in Section 4. This
FS2\458\014084-0033\2117068.10 11/01/94 -5-
event shall be produced by Tenant and cost and expense of
same be borne by Landlord pursuant to the approved budget
as set forth below except that Tenant shall not be
reimbursed for any salary or fee to Tenant or its key
employees for its production and professional expertise.
Landlord shall have the right to control ticket sales and
all proceeds from said event. Landlord shall deliver the
Request for Special Production and the parties shall
agree upon a date therefor in the same time and manner as
set forth in Section 34 (c) (except that the Request for
Production Notice is not required to be made on or before
June 1) provided, however, that it is understood that
Tenant will very likely require six (6) months in order
to produce such an event. Upon receipt of said Request
for Production Notice, Tenant will provide to Landlord a
prof orma budget and plan for such event which must be
mutually acceptable to both parties prior to the
commencement of production or the incurring of any costs
for which the City is to be responsible under this
paragraph. Any additional expenses not within the
approved budget must be approved by the Landlord in
writing in order for the City to be responsible for same.
Landlord and Tenant shall cooperate with each other in
coming to agreement with respect to such matters in a
timely fashion. "
3.5 MODIFICATION OF KAREN'S KORNER RENT. The first
sentence of Article 38 is hereby deleted in its entirety and the
following is substituted in its place and stead:
"As long as Karen's Korner is being used solely for purposes
of a theater-related museum and visitor's center is open to
the public without charge, Tenant shall not be obligated to
pay any monthly rental under this Lease for Karen's Korner.
If Tenant ceases to use Karen's Korner as a theater museum and
visitor center and commences to use same for any other use in
accordance with the provisions of Article 41, then the monthly
rental for Karen's Korner Rental shall be ONE THOUSAND FOUR
HUNDRED TWENTY FIVE DOLLARS ($1,425.00) (the "Karen's Korner
Rental") payable in advance on the first day of each calendar
month thereafter. "
3. 6 MODIFICATION OF RENTAL ADJUSTMENT. The following
paragraph is hereby added to the end of Article 39 of the Sublease:
"The foregoing provisions of this Article shall not apply
during such time as Karen's Korner is used as a theater-
related museum and visitor's center. If Karen's Korner ceases
to be used as a theater-related museum and visitor's center,
the provisions set forth above shall apply. Nothing herein
shall imply that Tenant may change the use of Karen's Korner
except in compliance with the requirements set forth in
Section 41 below. "
F52\458\014084-0033\2117068.10 11/01/94 -6-
3 .7 MODIFICATION OF USE RESTRICTIONS RESPECTING KAREN'S
KORNER. Article 41 is hereby deleted in its entirety and the
following is substituted in its place and stead:
"Notwithstanding anything to the contrary contained in Article
1, Article 3, and/or Article 9, Karen's Korner shall be used
solely for the purpose of operating a theater-related museum
and visitor's center. Provided Tenant is not in default under
the Lease and provided further that Tenant complies with all
applicable City ordinances, Tenant may, upon thirty (30) days
prior written notice to Landlord, use Karen's Korner for the
purpose of operating a food service emporium in/on Karen's
Korner and in the Courtyard and for no other purpose. Tenant
may not use the Karen's Korner premises for any other purpose
except with the prior written consent of the Landlord, which
consent is within the Landlord's sole discretion. "
3 .8 ADDITIONAL PROVISIONS. The following section (1)
and (m) are hereby added to Article 61 of the Sublease:
" (1) Non-liability of Landlord's Officers and Employees.
No official, agent, contractor, or employee of Landlord shall
be personally liable to Tenant, or any successor in interest,
in the event of any default or breach by Landlord or for any
amount which may become due to Tenant or to its successor, or
for breach of any obligation of the terms of this Lease.
(m) Conflict of Interest. No officer or employee of
Landlord shall have any financial interest, direct or
indirect, in either this Lease or the Demised Premises nor
shall any such officer or employee participate in any decision
relating to this Lease which affects the financial interest of
any corporation, partnership or association in which he is,
directly or indirectly, interested, in violation of any state
statute or regulation.
(n) No Waiver. The application and approval by City
agencies, departments or divisions with respect to permits,
approvals, etc. normally issued by a City shall not be
construed in any way to constitute an approval by the Landlord
with respect to such matter and any and all approvals to be
obtained under this Lease from the Landlord must be obtained
by Tenant in writing executed by Landlord and specifically
indicating the nature and extent of such approval as pertains
to this Lease.
(o) Partial Payment. No payment by Tenant or receipt by
Landlord of an amount less that the required payment set forth
in this Lease, shall be considered as anything other than a
partial payment of the amount due. No endorsement or
statement to the contrary on any check or any accompanying
letter shall be deemed an accord and satisfaction. Landlord
may accept a partial payment without prejudicing Landlord's
right to recover the balance of such payment which is still
FS2\458\014084-0033\2117068.10 11/01/94 -7-
due, and without affecting any other remedies available to
Landlord. "
5. AUTHORITY. Each individual executing this Amendment and
any related documents on behalf of a corporation or a partnership,
as the case may be, represents and warrants that he or she is duly
authorized to execute and deliver such documents on behalf of said
entity , 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 Amendment
and any related documents are binding upon said entity in
accordance with the terms of said documents.
6. NO OTHER MODIFICATIONS. Except as expressly provided in
this Amendment, the Sublease and the Lease shall remain in full
force and effect without modification.
7. NO WAIVER OF OTHER DEFAULTS. Execution of this Amendment
shall not in any way be construed as waiving Landlord's rights and
remedies with respect to any other defaults by Tenant under the
Sublease which may exist as of the date of this Amendment except
with respect to the Delinquent Rent which is deemed satisfied by
Tenant's execution and delivery of the Note and Guaranty .
8. EXECUTION IN COUNTERPART. This Amendment may be executed
in one or more counterparts, and all so executed shall constitute
one agreement binding on all parties hereto, notwithstanding that
all parties are not signatories to the original or the same
counterpart.
FS2\458\014084-0033\2117068.10 11/01/94 -8-
IN WITNESS WHEREOF, Landlord and Tenant have entered into this
First Amendment to Theater Lease Agreement as of the date first
above written.
"Landlord"
COMMUNITY EVELOPM T GENCY OF
THE CITY OF PALM SP
By:
Executivo Directo
ATTEST: /
By; �4
Asst. Secretary
REVIEWED AND APPROVED AS TO FORM:
City At-tdrney
"Tenant"
THE PARTNERSHIP FOR THE PERFORMING
ARTS, L.P. , a California Limited
Partnership
By: THE RIFAEL CORP. , a California
Corporatipn
Its: Genlelr_al_ Partner
Its:
L9 jji-c , Vo cll('(�J _C
Fs2\458\014084-0033\2117068.10 11/01/94 —9—
• 0
PROMISSORY NOTE
$100,784.00 Palm Springs, California
October 1, 1994
FOR VALUE RECEIVED, THE PARTNERSHIP FOR THE PERFORMING ARTS,
L.P. , a California Limited Partnership ("Maker") , promises to pay
to the order of THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
PALM SPRINGS ("Holder") , at 3200 East Tahquitz Canyon Way, Palm
Springs, California 92263 (Attn: Agency Treasurer) or such place as
Holder may from time to time designate in writing, the principal
sum of ONE HUNDRED THOUSAND SEVEN HUNDRED EIGHTY FOUR DOLLARS
($100,784. 00) , together with interest at the rate of six percent
(6%) per annum on the unpaid principal commencing as of October 1,
1994 (the "Interest Accrual Date") until paid in full.
Commencing on November 1, 1994 and continuing on the first
(1st) day of each succeeding month thereafter until paid, Maker
shall make monthly installments of principal and interest in the
sum of ONE THOUSAND NINE HUNDRED FORTY EIGHT DOLLARS AND FORTY FOUR
CENTS ($1, 948.44) or more. All payments made on this Note shall be
credited first to payment of any charges or fees other than
interest or principal, then to interest, and then to the reduction
of unpaid principal.
The entire outstanding principal balance of this Note,
together with all accrued but unpaid interest thereon, if not
sooner paid, shall be due and payable on the fifth (5th)
anniversary date of the Interest Accrual Date ("Maturity Date") .
This Note may be prepaid, in whole or in part, at anytime
without penalty.
From and after the Maturity Date hereof, or such earlier date
as the principal, interest and charges owing on this Note become
due and payable pursuant to the terms hereof, the whole of the
principal and interest owing on this Note shall thereafter bear
interest, until paid in full, at the rate of ten percent (100) per
annum.
Interest shall be computed on the basis of a year of three
hundred sixty-five (365) days and the actual number of days
elapsed. All sums owing hereunder shall be paid by Maker to Holder
in lawful money of the United States of America. Notwithstanding
any provision herein, the total liability for payment in the nature
of interest shall not exceed the limit now imposed by applicable
laws of the State of California.
If any monthly payment due hereunder remains unpaid on the
"EXHIBIT All
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FS2\458\014084-0033\2117252.4 11/01/94
fifth (5th) day following the due date of said payment, then Maker
shall pay a late fee in the amount equal to five percent (5%) of
the amount past due.
At the option of Holder, the whole of the principal, interest
and other charges outstanding under this Note shall at once become
due and payable without notice or demand upon the occurrence of the
following events provided that acceleration is not then prohibited
by law in such circumstances ("Event(s) of Default") :
1. The failure of Maker to pay any installment of
principal or interest on this Note in accordance with its
terms, through acceleration, or otherwise.
2 . A default by Maker as tenant under that certain
Theater Lease Agreement dated as of August 19, 1991, by and
between Holder, as landlord, and Maker, as tenant, as amended
by letter agreement dated August 19, 1991, and further amended
by First Amendment to Theater Lease Agreement of even date
herewith (as amended, the "Sublease") .
3 . The failure of Maker or any other party liable for
the payment of this Note, whether as maker, endorser,
guarantor, surety or otherwise, to pay any money judgment
against any such party before the expiration of thirty (30)
days after such judgment becomes final and no longer
appealable.
4. The making by Maker, or any other party liable for
payment of this Note, whether as maker, endorser, guarantor,
surety or otherwise, of a transfer in fraud of creditors or a
general assignment for the benefit of creditors.
5. The liquidation or dissolution (if not immediately
reconstituted) of Maker or any other party liable for the
payment of this Note, whether as maker, endorser, guarantor,
surety or otherwise.
6. The insolvency of Maker or any other party liable
for payment of this Note, whether as maker, endorser,
guarantor, surety or otherwise.
7. The appointment of a trustee or receiver, if not
discharged within sixty (60) days, for the assets, or any part
thereof, of Maker or for any material portion of the assets of
any other party liable for payment of this Note, whether as
maker, endorser, guarantor, surety or otherwise.
8. The admission of Maker, or any other party liable
for payment of this Note, whether as maker, endorser,
guarantor, surety or otherwise, in writing of any such
parties' inability to pay said parties' debts as they become
due.
9. The filing, by way of petition, if not dismissed
"EXHIBIT All
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FS2\458\014084-0033\2117252.4 11/01/94
• •
within sixty (60) days of such filing, or answer admitting the
material allegations of any petition, or other pleading
seeking entry of an order for relief for or against Maker or
any other party liable for the payment of this Note, whether
as maker, endorser, guarantor, surety or otherwise, as a
debtor or bankrupt, or an adjustment of said parties' debts,
or any other relief under any state or federal bankruptcy,
reorganization, debtor's relief or insolvency laws now or
hereafter existing including, without limitation, a petition
or answer seeking reorganization or admitting the material
allegations of a petition filed against any of said parties in
any bankruptcy or reorganization proceeding, or the act of any
of said parties in instituting or voluntarily being or
becoming a party to any other judicial proceedings intended to
effect an extension, arrangement or discharge of the debts of
any of said parties, in whole or in part, or a postponement of
the maturity or collection thereof, or a suspension of any of
the rights or powers of a trustee or of any of the rights or
powers granted to the holder thereof, or in any instruments
executed in connection therewith.
10. The transfer, by operation of law or otherwise, of
any ownership interest in Maker without the prior written
consent of Holder.
All rights and remedies of Holder shall be cumulative and
concurrent and may be pursued singularly, successively, or
together, at the sole discretion of Holder, and may be exercised as
often as the occasion therefor shall arise. No previous waiver and
no failure or delay by Holder in acting with respect to the terms
of this Note shall not constitute a waiver of any Event of Default
under this Note. A waiver of any term of this Note must be in
writing and shall be limited to the express written terms of such
waiver.
If this Note is executed by more than one person or entity as
Maker, the obligations of each such person or entity shall be joint
and several. No such person or entity shall be a mere
accommodation maker, since each such person or entity shall be
primarily and directly liable hereunder.
Maker waives presentment, demand, notice of dishonor, notice
of default, notice of acceleration, notice of protest and
nonpayment, and diligence in taking any action to collect any sums
owing under this Note.
If Holder incurs any cost or expense for collection or
enforcement of this Note, Maker promises to reimburse Holder,
within five (5) days of written demand therefor, all costs and
expenses incurred by Holder incident thereto including, but not
limited to, attorneys' fees.
Time is of the essence with respect to every provision
hereof.
"EXHIBIT All
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FS2\458\014084-0033\2117252.4 11/01/94
This Note shall be construed and enforced in accordance with
the laws of the State of California, except to the extent that
Federal laws preempt the laws of the State of California. All
persons and entities in any manner obligated under this Note
consent to the jurisdiction of any federal or state court within
the State of California having proper venue and also consent to
service of process by any means authorized by California or federal
law.
"Maker"
THE PARTNERSHIP FOR THE PERFORMING ARTS, L.P. ,
a California Limited Partnership
By: The Rifael Corp. ,
a California corporation,
General Partner
By:
Riff Markowitz
President
"EXHIBIT All
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FS2\458\014084-0033\2117252.4 11/01/94
The Partnership for the
Performing Arts
Riff Markowitz
AGREEMENT #270
PROMISSORY NOTE - --
$100,784.00 Palm Springs, California
October 1, 1994
FOR VALUE RECEIVED, THE PARTNERSHIP FOR THE PERFORMING ARTS,
L.P. , a California Limited Partnership ("Maker") , promises to pay
to the order of THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
PALM SPRINGS ("Holder") , at 3200 East Tahquitz Canyon Way, Palm
Springs, California 92263 (Attn: Agency Treasurer) or such place as
Holder may from time to time designate in writing, the principal
sum of ONE HUNDRED THOUSAND SEVEN HUNDRED EIGHTY FOUR DOLLARS
($100,784.00) , together with interest at the rate of six percent
(6%) per annum on the unpaid principal commencing as of October 1,
1994 (the "Interest Accrual Date") until paid in full.
Commencing on November 1, 1994 and continuing on the first
(1st) day of each succeeding month thereafter until paid, Maker
shall make monthly installments of principal and interest in the
sum of ONE THOUSAND NINE HUNDRED FORTY EIGHT DOLLARS AND FORTY FOUR
CENTS ($1,948.44) or more. All payments made on this Note shall be
credited first to payment of any charges or fees other than
interest or principal, then to interest, and then to the reduction
of unpaid principal.
The entire outstanding principal balance of this Note,
together with all accrued but unpaid interest thereon, if not
sooner paid, shall be due and payable on the fifth (5th)
anniversary date of the Interest Accrual Date ("Maturity Date") .
This Note may be prepaid, in whole or in part, at anytime
without penalty.
From and after the Maturity Date hereof, or such earlier date
as the principal, interest and charges owing on this Note become
due and payable pursuant to the terms hereof, the whole of the
principal and interest owing on this Note shall thereafter bear
interest, until paid in full, at the rate of ten percent (10%) per
annum.
Interest shall be computed on the basis of a year of three
hundred sixty-five (365) days and the actual number of days
elapsed. All sums owing hereunder shall be paid by Maker to Holder
in lawful money of the United States of America. Notwithstanding
any provision herein, the total liability for payment in the nature
of interest shall not exceed the limit now imposed by applicable
laws of the State of California.
If any monthly payment due hereunder remains unpaid on the
fifth (5th) day following the due date of said payment, then Maker
shall pay a late fee in the amount equal to five percent (5%) of
the amount past due.
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. ;lA lr- •
FS2\458\014084-0033\2117252.4 10/28/94
At the option of Holder, the whole of the principal, interest
and other charges outstanding under this Note shall at once become
due and payable without notice or demand upon the occurrence of the
following events provided that acceleration is not then prohibited
by law in such circumstances ("Event(s) of Default") :
1. The failure of Maker to pay any installment of
principal or interest on this Note in accordance with its
terms, through acceleration, or otherwise.
2. A default by Maker as tenant under that certain
Theater Lease Agreement dated as of August 19, 1991, by and
between Holder, as landlord, and Maker, as tenant, as amended
by letter agreement dated August 19, 1991, and further amended
by First Amendment to Theater Lease Agreement of even date
herewith (as amended, the "Sublease") .
3. The failure of Maker or any other party liable for
the payment of this Note, whether as maker, endorser,
guarantor, surety or otherwise, to pay any money judgment
against any such party before the expiration of thirty (30)
days after such judgment becomes final and no longer
appealable.
4. The making by Maker, or any other party liable for
payment of this Note, whether as maker, endorser, guarantor,
surety or otherwise, of a transfer in fraud of creditors or a
general assignment for the benefit of creditors.
5. The liquidation or dissolution (if not immediately
reconstituted) of Maker or any other party liable for the
payment of this Note, whether as maker, endorser, guarantor,
surety or otherwise.
6. The insolvency of Maker or any other party liable
for payment of this Note, whether as maker, endorser,
guarantor, surety or otherwise.
7. The appointment of a trustee or receiver, if not
discharged within sixty (60) days, for the assets, or any part
thereof, of Maker or for any material portion of the assets of
any other party liable for payment of this Note, whether as
maker, endorser, guarantor, surety or otherwise.
8. The admission of Maker, or any other party liable
for payment of this Note, whether as maker, endorser,
guarantor, surety or otherwise, in writing of any such
parties' inability to pay said parties' debts as they become
due.
9. The filing, by way of petition, if not dismissed
within sixty (60) days of such filing, or answer admitting the
material allegations of any petition, or other pleading
seeking entry of an order for relief for or against Maker or
any other party liable for the payment of this Note, whether
as maker, endorser, guarantor, surety or otherwise, as a
debtor or bankrupt, or an adjustment of said parties' debts,
-2-
FS2\458\014084-0033\2777252.4 10/28/94
0 0
or any other relief under any state or federal bankruptcy,
reorganization, debtor's relief or insolvency laws now or
hereafter existing including, without limitation, a petition
or answer seeking reorganization or admitting the material
allegations of a petition filed against any of said parties in
any bankruptcy or reorganization proceeding, or the act of any
of said parties in instituting or voluntarily being or
becoming a party to any other judicial proceedings intended to
effect an extension, arrangement or discharge of the debts of
any of said parties, in whole or in part, or a postponement of
the maturity or collection thereof, or a suspension of any of
the rights or powers of a trustee or of any of the rights or
powers granted to the holder thereof, or in any instruments
executed in connection therewith.
10. The transfer, by operation of law or otherwise, of
any ownership interest in Maker without the prior written
consent of Holder.
All rights and remedies of Holder shall be cumulative and
concurrent and may be pursued singularly, successively, or
together, at the sole discretion of Holder, and may be exercised as
often as the occasion therefor shall arise. No previous waiver and
no failure or delay by Holder in acting with respect to the terms
of this Note shall not constitute a waiver of any Event of Default
under this Note. A waiver of any term of this Note must be in
writing and shall be limited to the express written terms of such
waiver.
If this Note is executed by more than one person or entity as
Maker, the obligations of each such person or entity shall be joint
and several. No such person or entity shall be a mere
accommodation maker, since each such person or entity shall be
primarily and directly liable hereunder.
Maker waives presentment, demand, notice of dishonor, notice
of default, notice of acceleration, notice of protest and
nonpayment, and diligence in taking any action to collect any sums
owing under this Note.
If Holder incurs any cost or expense for collection or
enforcement of this Note, Maker promises to reimburse Holder,
within five (5) days of written demand therefor, all costs and
expenses incurred by Holder incident thereto including, but not
limited to, attorneys' fees.
Time is of the essence with respect to every provision
hereof.
This Note shall be construed and enforced in accordance with
the laws of the State of California, except to the extent that
Federal laws preempt the laws of the State of California. All
persons and entities in any manner obligated under this Note
consent to the jurisdiction of any federal or state court within
the State of California having proper venue and also consent to
service of process by any means authorized by California or federal
-3-
FS2\458\014084-0033\2117252.4 10/28/94
law.
"Maker"
THE PARTNERSHIP FOR THE PERFORMING ARTS, L.P. ,
a California Limited Partnership
By: The Rifael Corp. ,
a California corporation,
General Partner
By:/ \\ !
Riff Markowitz
President
-4-
FS2\458\014084-0033\2777252.4 10/28/94
�ft�
iV E D
PLAZA F l 'f 21
1992
THEATRE ., "LIF-1K
Partnerhsip for Performing
(619) 778-7655 Direct Line Arts - Plaza Theater Lease
(619) 322-3196 Facshuile Option to Extned term 1 yr
AGREEMENT 270C
lYlay 15, 1992
IVIr Parkips
rF�A ,- I-k .j 1Gt71ud sn"p-,np Via Facslrnrle'TlansinOsslen
323-7701 cc: Brad Sevier 323-1759
Re: Plaza Theatre lease
Ivly dear Mr Parlours;
Pursuant to paragraph 4(b) of the Plaza Theatre lease between the City of 1<ahn Springs and
'I7re Partnership for the Performing Arts, L,P. we hereby exercise, the option provided
therein extending our lease teen for an additional year from August 1 , 1992 until July
31,1993
Iviy sincere regards,
Riff Markowitz
for'1'hf;Partnership
128 Sough PoIrn Gnyon Drive. Pam Springs, California 92262 (619) 327-0225
SENT BY: Olivetti FX 2000 9-13-91 ; 2:84PM RUTAN AND TUQKE R-
'# 2
August 19 , 1991
Mr. Riff Markowitz --o 4 -"
The Partnership for the C�
c/o Schlecht, Shevlin & Shoenberger ,
a Law corporation (R. Brad Sevier )
101 East Tahquitz Canyon Way, Suite 100
Palm Springs, California 92262
Re; Plaza Theater Lease
Dear Mr . Markowitz :
This letter will confirm our agreement with respect to
that certain Theater Lease Agreement dated August 19, 1991,
( "Lease" ) by and between the Community Redevelopment Agency
of the City of Palm Springs ( "Landlord" ) and The Partnership
for the C-r—e Arts, L.P. , a California limited partnership
( "Tenant") .
ltp- i 1,
1. Pursuant to the terms of a Redevelopment
Participation Agreement ( "Wessman Participation Agreement" )
dated November 2, 1988 by and between the City of Palm
Springs, Landlord, and John Wessman, dba Wessman Development
Company ( "Wessman" ) , a memorandum of which was recorded in
the Official Records of Riverside County as Instrument No.
119579 , as amended by that certain Letter Agreement dated
February 1, 1989 by and between Landlord and Wessman,
Landlord granted to Wessman an option to purchase certain
real property described in the Wessman Participation
Agreement which includes all or a portion of the Demised
Premises.
2. Landlord hereby agrees to use "due diligence" to
obtain from Wessman a release of his right to acquire all or
a portion of the Demised Premises under the Wessman
Participation Agreement . As used herein, Landlord' s "due
„ negotiate
diligence shall mean an obligation by Landlord to ne o
SENT BY.: Olivetti FX 2000 -18-91 ; 2:35PM RUTAN AND TUcPR4 ;# 3
Mr . Riff Markowitz
August 19, 1991
Page 2
in good faith for such release of Wessman ' s purchase rights
under the Wessman Participation Agreement, but shall not be
construed to require Landlord to (a) pay Wessman any
consideration for such release of rights, (b) initiate any
legal proceeding or action against Wessman, (c) use
Landlord ' s or cause the City of Palm Springs to use any of
its eminent domain or police powers to acquire such release,
or (d) require Landlord to grant to Wessman any non-monetary
consideration, including without limitation granting of
parking privileges for Wessman ' s adjacent property, it being
expressly the intent of the parties hereto that Landlord ' s
due diligence shall be limited to its good faith negotiations
to obtain the release of Wessman ' s purchase rights.
I
3. In the event that Wessman has not agreed to waive
his right to purchase a portion of the Demised Premises on or
before June 1, 1992, then Landlord shall so notify Tenant and
upon receipt of such notice, Tenant shall have thirty ( 30)
days in which to cancel the Lease with respect to that
portion of the Demised Premises containing the Theater . if
Tenant so elects to terminate, such termination will be
effective thirty (30) days from Landlord' s receipt of such
notice. If Tenant terminates the Lease with respect to the
Theater, Tenant shall continue to lease Karen 's Kerner, and
shall continue to have the right to the exclusive use of the
Courtyard for use in connection with Tenant ' s operation of
its business on Karen ' s Kerner , in accordance with the terms,
of the Lease except that any subsequent tenant of the Theater
( "Subsequent Tenant" ) and Subsequent Tenant ' s employees,
invitees and/or customers shall have the right to use the
Courtyard for access to and from the Theater and the Trash
Bin Area and Tenant shall not use the Courtyard in any manner
which shall unreasonably interfere with the right of such
parties to use the Courtyard in such manner . In the event
Tenant does not elect to terminate within such thirty ( 30)
day period, such right of termination shall expire, and the
Lease will continue in full force and effect subject to
Wessman' s purchase rights under the Wessman Participation
Agreement .
d. Provided Tenant is not in default (beyond any
applicable cure period) under the Lease and Landlord has
acquired fee title to the Demised Premises from Master
Lessor, The Rifael Corp. , a California corporation, the
general partner of Tenant ( "General Partner" ) shall have the
following rights:
SENT BY: Olivetti FX 2000 -13-81 ; 2:35PM RUTAN AND TU�ER- ;# 4
Mr. Riff Markowitz
August 19, 1991
Page 3
(a) Eight to Negotiate. If Landlord desires to
sell all or a portion of the Demised Premises to a
third party, Landlord shall notify General Partner
of such intention and shall thereafter negotiate in
good faith with General Partner for a period of
sixty ( 60) days in an attempt to enter into a
binding agreement with General Partner to acquire
such portion of the ➢emised Premises, if General
Partner so desires. If Landlord and General
Partner are unable to enter into a binding
agreement within such sixty (60) day period, then
Landlord shall be free to offer the Demised
Premises for sale to any other interested parties,
subject to General Partner ' s right of first refusal
as described below. If Landlord and General
Partner enter into a binding agreement within such
sixty ( 60) day period, this Lease shall terminate
with respect to such portion of the Demised
Premises as of the close of escrow for such sale.
(b) Right of First Refusal. If Landlord receives
a bona, fide offer from a third party, whether such
offer was solicited by Landlord or unsolicited, to
purchase all or a portion of the Demised Premises
and is willing to accept such offer, then Landlord
shall first submit to General Partner a notice
setting forth the terms and conditions on which
Landlord is proposing to sell such portion of the
Demised Premises to the third party. General
Partner shall thereupon have thirty (30) days from
receipt of that notice within which to deliver to
Landlord written notice of General Partner ' s intent
to purchase the Demised Premises on the terms and
conditions contained in Landlord' s notice. if
Landlord does not receive written notice of
acceptance from General Partner within said thirty
( 30) day period, the General Partner shall be
conclusively deemed to have determined not to
purchase the Demised Premises, and Landlord shall
thereupon be free to sell the ➢emised Premises to
any third party upon the same terms offered to
General Partner or on such other terms as Landlord
and the third party may in good faith negotiations
agree. If such good faith negotiations, however,
SENT BY: Olivetti FX 2000 L9-13-91 ; 2:36PM ; RUTAN AND TUOKER� ;# 5
Mr . miff Markowitz
August 19, 1991
Page 4
result in a "material change" in the terms first
offered to General Partner, Landlord shall first
submit the offer with the changed terms to General
Partner, who shall then have fifteen ( 15) days to
accept in the manner described above. As used in
this paragraph, a "material change" refers only to
the following; ( i ) in the event of an all cash
sale, a decrease of more than two percent ( 2%) in
the purchase price; or (ii) in the event of a sale
composed of cash and note(s) , a total decrease of
more than two percent (2%) of the purchase price
determined by the Gash portion plus the discounted
value of the note(s) using the discount rate
charged to member banks of the Federal Reserve Bank
of San Francisco on the date Landlord provides
General Partner with notice of the material change.
Any broker ' s commission that would have been paid
but for General Partner ' s exercise of its right of
first refusal under this paragraph shall not be
used in determining the amount of a decrease in the
purchase price. if Landlord does not sell and
convey the Demised Premises to the third party
within One Hundred Thirty—Five (135) days after the
date General Partner elects not to purchase or is
deemed to have elected not to purchase, then any
further transaction with the third party or any new
party shall be deemed a new offer to Landlord to
buy the Demised Premises and General Partner shall
again have a right of refusal as provided above.
if General Partner elects to purchase the Demised
Premises, then the transaction shall close (a)
within sixty ( 60) days after General Partner
exercises its right hereunder or (b) by the date
for close of escrow, if any, set forth in
Landlord's notice, whichever last occurs . As of
the close of escrow, this Lease shall terminate
with respect to such portion of the Demised
Premises so conveyed. As used in this paragraph,
the term "Demised Premises" shall include Karen ' s
Korner, if made a part of the Demised Premises.
General Partner may assign its rights under this
paragraph 4 only with the prior written consent of Landlord,
which consent shall not be unreasonably withheld.
" ,i •, 4
SENT BY� Olivetti fX 2000 + -IB-V � 2�Hpm i RUTAN AND TUCKERi ;# 6
Mr . Riff Markowitz
August 19, 1991
Page 5
5. The second sentence of Article l (b) of the Lease
provides that Tenant accepts the Demised Premises from
Landlord, in its "As Is" condition, except that the seats,
carpet and curtains shall be in good condition and repair .
Tenant acknowledges that it has inspected the seats, carpet
and curtains in the Theater and finds that such items are
generally in good repair and condition, except for certain
minor repairs and refurbishments which do not involve
substantial repair or replacement of any of such items.
Landlord and Tenant agree to further inspect, or cause to
have inspected, the seats, carpet and curtains in the Theater
and to prepare a punch-list of the repair items to be
completed by Landlord, as mutually agreed by Landlord and
Tenant .
6. Recitals A and D of the Lease reference certain
undated and unrecorded documents. Landlord and Tenant
acknowledge that Landlord has not yet obtained the signature
of Master Lessor to such documents and is presently
attempting to do so. Landlord agrees to use all reasonable
efforts to cause the documents described in Recitals A and D
of the Lease to be executed and recorded and when so
accomplished, shall insert the appropriate dates and
recording information into such recitals, thereby including
the Stage Door Property within the Demised Premises . In the
event Landlord is unable to cause such documents to be
executed and recorded, the references in Recital A to the
Amendment to Lease and Amended Memorandum of Lease and
Purchase of Property shall be deleted and Recital D shall be
deleted, and the Stage Door Property shall not be
incorporated within the Demised Premises.
7. In the event that prior to Landlord' s replacement
of the air conditioning system pursuant to Exhibit "C", the
present air conditioning system breaks down and, as a result
thereof, Tenant cannot operate its business in the Theater,
Landlord shall be liable and responsible to Tenant for all
damages arising from Tenant ' s failure to be open for business
in the Theater .
8. Except as modified and clarified herein, the
provisions of the Lease shall be and remain in full force and
effect. This letter shall be deemed incorporated into the
Lease and made a part thereof. Upon the termination or
expiration of the Lease, the terms and provisions of this
letter shall also terminate and be of no further force or
effect as of the effective date of such termination or
expiration.
4� i
SENT BY; Olivetti FX 2UQ 13-91 2 39PM RUTAN AND TUOVER- �# 7
Mr. Riff Markowitz I
August 19, 1991
Page 6
9 . Notwithstanding Article 18 of the Lease, Tenant
shall pay for all utilities for Karen' s Korner beginning on
the date upon which Tenant opens Karen's Korner for business.
10. Capitalized terms not defined herein shall have the
meanings ascribed to them in the Lease.
Please confirm that the above correctly sets forth our
agreement by executing the enclosed copy of this letter where
indicated below and returning same to the undersigned.
COMMUNIT�EDEVELO MENT AGENCY OF
THE C17 OF PALM SP T
By:
Cite ' eager/ ecutive Director
"Landlord
TTEST:
City erk/Assl9tant Secretary
REVIEWED AND APPROVED:
City Attorney
THE PARTNERSHIP FOR THE C!?EAh�E
ARTS, L.P. , a CALIFORNIA limited
partnership
I
By: The Rif 1 Corp. , a California
torpor Mon
Its : _ral Partner
i_
By: -
Riff Markowitz ,
President
5/267/014084-0033/07
' W cea
RECORDING REQUESTED BY ) r r►
AND WHEN RECORDED RETURN TO: `
'CITY CLERK A z
P.O. BOX 2743 t
PALM SPRINGS, CA 92263-2743
MEMORANDUM OF SUBLEASE AND RIGHT OF FIRST REFUSAL
This Memorandum of Sublease is made on the _5P` day of
1991, between COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS (the "Landlord") , and THE PARTNERSHIP FOR THE
PERFORMING ARTS, L.P. , a California Limited Partnership (the
"Tenant") , who agree as follows:
1. Term and Premises. Landlord and Tenant have entered into
a lease dated August 19 , 1991 (the "Lease") as modified by letter
agreement dated August 19, 1991 ("Letter Agreement")o, whereby
Landlord leased to Tenant, and Tenant leased from Landlord, that
certain real property located in Palm Springs, County of Riverside,
California, described in EXHIBIT "A" which is attached hereto and
incorporated herein by this reference (the "Premises") . The
initial term of the Lease is from September 1, 1991 through July
31, 1992 . Pursuant to the Lease, Tenant has a right to extend the
Lease for the following terms:
August 1, 1992 through July 31, 1993
August 1, 1993 through July 31, 1994
August 1, 1994 through July 31, 1995
August 1, 1995 through July 31, 1996
August 1, 1996 through July 31, 1997
August 1, 1997 through September 30, 1998
October 1, 1998 through September 30, 1999
October 1, 1999 through September 30, 2000
October 1, 2000 through September 30, 2001
October 1, 2001 through September 30, 2002
October 1, 2002 through September 30, 2003
October 1, 2003 through September 30, 2004
October 1, 2004 through September 30, 2005
October 1, 2005 through December 31, 2006
23718
2 . Right of First Negotiation and Right of First Refusal.
Pursuant to the Letter Agreement, Landlord has conveyed to Tenant
a right of first negotiation to purchase the Premises and a right
of first refusal to purchase the Premises, as more fully described
in the Letter Agreement, which shall remain effective for the
duration of the lease.
3 . Purpose of Memorandum of Lease. This Memorandum of
Sublease is prepared for the purpose of recordation, and it in no
way modifies the provisions of the Lease or Letter Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Memorandum of Sublease on the date first set forth above, at Palm
Springs, California.
Landlord: COMMUNITY ENT AGENCY OF
THE CI OF PALM S I
By:
Cit pager/ cutive Director
ATTEST:
By: -1-
pipy Clerk /Assistant Secretary
REVIEWED AND APPROVED
By:
City Attorney
Tenant: THE PARTNERSHIP FOR THE PERFORMING
ARTS, L.P. , A California Limited
Partnership
By: The Rifael Corp. , a California
Corpo ation
Its: eneral Partner
Byjl�
Riff Markowitz, esident
STATE OF CALIFORNIA )
) SS.
COUNTY OF RIVERSIDE )
On e1r, _'� , 1991, before me, the undersigned, a
Notary Public in and for said State, personally appeared RIFF
MARKOWITZ, personally known to me (or-pr-oved-to-me-an t-he-ba-si--_of
-Kati-s-f-actory-evidence)- to be the person that executed the within
instrument as President on behalf of THE RIFAEL CORPORATION, a
California Corporation, the corporation therein named, and
acknowledged to me that said corporation executed the within
instrument pursuant to its Bylaws or a resolution of its Board of
Directors, said corporation being known to me to be the general
partner of THE PARTNERSHIP FOR THE PERFORMING ARTS, L.P. , a
California Limited Partnership, the limited partnership that
executed the within instrument, and acknowledged to me that such
corporation executed the same as such partner and that such
partnership executed the same.
WITNESS my hand and official seal. X; .,s OFFICIAL NOTARY SEAL
< `�`rr-vZ ELAINEL SCHWgg72
�IF�f � p Notary uubllc—.Ca!dorma
RIVERSIDE;oUNTV
NOS a PUb11C 'vb Comm Expire
FEB 03,1995
L
STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE )
On r'/e' . 2 , 1991, before me, the undersigned, a Notary
Public in anal for said State, personally appeared
�'4Z Z�_' Gy Wp J , personally known to me +or=przaved-te=me
ar the`bas=is..-af--satin-f-acto-r-y eviden_c-�)- to be -c r n ��at
executed the within instrument as the City Manage] /yS�' heCity�of
Palm Springs on behalf of the COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, and acknowledged- to me that he executed the
same.
WITNESS my hand and official seal.
'''°`'` OFFICIAL NOTARY SEAL
.-,� f� ELAINE L SCHWARTZ
/ _f i �(` .0 f I"h - Notary Public—California
Notary Pt1b' is ��JS RroeRSIOE couNry
My Camm Expues PEp 03.Igg5
STATE OF CALIFORNIA )
Ss.
COUNTY OF RIVERSIDE )
On �0_/?.. , 1991, before me, the undersigned, a Notary
Pupb}ic in nd for said State, personally appeared
Sd2Gi � / �xi personally known to me -der p-r-oved to me
ci tYte-basis-o- -satin-factory e�id�n^Tr to be the person that
executed the within instrument as the City Clerk of the City of
Palm Springs, and acknowledged to me that5he executed the same.
WITNESS my hand and official seal.
OFFICIAL NOTAR V�y, SEAL
s I��: NotarELMy
P L SCH��IIART-
Notar Public �` 1
y � (�" � Nolary Pubho—Caliicmia
Y -� RIVERSIDE COUNTY
^�="A 'wY Comm expires FE008,1995
• PLAZA THEATRE COMPLEX
PARCEL 1•
THAT PORTION OF BLOCK 27 OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN
BOOK 9 PAGE 432 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DES-
CRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE WEST LINE OF SAID BLOCK 27 THAT BEARS SOUTH
00 DEGREES 08' EAST, A DISTANCE OF 114 FEET, FROM THE NORTHWEST CORNER
THEREOF;
THENCE CONTINUING SOUTH 00 DEGREES 08' EAST ALONG SAID WEST LINE A DIS-
TANCE OF 61.70 FEET;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITH THE NORTH LINE OF
SAID BLOCK 27, A DISTANCE OF 57.80 FEET;
THENCE SOUTH 00 DEGREES 08' EAST AND PARALLEL WITH SAID WEST LINE, A
DISTANCE OF 7.10 FEET;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITH SAID NORTH LINE, A
DISTANCE OF 55 FEET;
THENCE SOUTH 00 DEGREES 08' EAST AND PARALLEL WITH SAID WEST LINE, A
DISTANCE OF 0.47 FEET;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITH SAID NORTH LINE, A
DISTANCE OF 59 FEET;
THENCE NORTH 00 DEGREES 08' WEST AND PARALLEL WITH SAID WEST LINE, A
DISTANCE OF 0.47 FEET;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITH SAID NORTH LINE, A
DISTANCE OF 44.58 FEET;
THENCE NORTH 00 DEGREES 08' WEST AND PARALLEL WITH SAID WEST LINE, A
DISTANCE OF 47.48 FEET;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITH SAID NORTH LINE, A
DISTANCE OF 4.45 FEET;
THENCE NORTH 00 DEGREES 08' WEST AND PARALLEL WITH SAID WEST LINE, A
DISTANCE OF 4.75 FEET;
THENCE SOUTH 89 DEGREES 52' WEST AND PARALLEL WITH SAID NORTH LINE, A
DISTANCE OF 4.45 FEET;
THENCE NORTH 00 DEGREES 08' WEST AND PARALLEL WITH SAID WEST LINE, A
DISTANCE OF 9.57 FEET;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITH SAID NORTH LINE, A
DISTANCE OF 5.00 FEET;
THENCE NORTH 00 DEGREES 08' WEST AND PARALLEL WITH SAID WEST LINE, A
DISTANCE OF 2.00 FEET;
THENCE SOUTH 89 DEGREES 52' WEST AND PARALLEL WITH SAID NORTH LINE, A
DISTANCE OF 5.00 FEET;
THENCE NORTH 00 DEGREES 08' WEST AND PARALLEL WITH SAID WEST LINE, A
DISTANCE OF 5.00 FEET;
THENCE SOUTH 89 DEGREES 52' WEST AND PARALLEL WITH SAID NORTH LINE,
216.38 FEET TO THE POINT OF BEGINNING.
THIS DESCRIPTION WAS PREPARED TO CONFORM TO LOT LINE ADJUSTMENT NO. 90-16
OF THE CITY OF PALM SPRINGS.
EXHIBIT A - pg 1
-1-
23718
EXCEPTING FROM THE DESCRIBED PARCEL THAT PORTION DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE WEST LINE OF SAID BLOCK 27 THAT BEARS SOUTH
00 DEGREES 08' EAST, A DISTANCE OF 114 FEET FROM THE NORTHWEST CORNER
THEREOF; THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL NORTH 89°52'
EAST, 62.12 FEET TO THE PACE OF THE THEATER BUILDING; THENCE ALONG
SAID FACE OF BUILDING SOUTH 0008' EAST, 20.42 FEET; THENCE SOUTH
89052' WEST, 45.50 FEET; THENCE NORTH 0%8' WEST, 3.25 FEET; THENCE
SOUTH 89052' WEST, 16.62 FEET TO THE WESTERLY LINE OF SAID PARCEL;
THENCE ALONG SAID WESTERLY LINE, NORTH 0*08' WEST, 17.17 FEET TO THE
POINT OF BEGINNING.
PARCEL 2:
A RIGHT OF WAY FOR INGRESS AND EGRESS OVER THAT PORTION OF BLOCK 27
OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK 9 PAGE 432 OF MAPS,
RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE WEST LINE OF SAID BLOCK 27 THAT BEARS
SOUTH 00 DEGREES 08' EAST, A DISTANCE OF 175.70 FEET, FROM THE NORTH-
WEST CORNER THEREOF;
THENCE NORTH 890DEGREES 52' EAST, A DISTANCE OF 57.80 FEET;
THENCE SOUTH 00 DEGREES 08' EAST AND PARALLEL WITH SAID WEST LINE
7.10 FEET;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITH THE NORTH LINE
OF BLOCK 27, A DISTANCE OF 55 FEET;
THENCE SOUTH 00 DEGREES 08' EAST 0.47 FEET;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITH SAID NORTH LINE,
25.75 FEET, TO THE TRUE POINT OF BEGINNING-
THENCE SOUTH 00 DEGREES 08' EAST, AND PARALLEL WITH THE SAID WEST LINE,
105.50 FEET;
THENCE SOUTH 89 DEGREES 52' WEST, A DISTANCE OF 138.55 FEET., TO THE
WEST LINE OF SAID BLOCK 27;
THENCE SOUTH 00 DEGREES 08' EAST, A DISTANCE OF 7 FEET, ALONG SAID
WEST LINE;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITH SAID NORTH LINE
A DISTANCE OF 290.50 FEET;
THENCE NORTH 00 DEGREES 08' WEST ALONG THE EAST LINE OF SAID BLOCK
27, A DISTANCE OF 7 FEET;
THENCE SOUTH 89 DEGREES 52' WEST, A DISTANCE OF 144.95 FEET;
THENCE NORTH 00 DEGREES 08' WEST, AND PARALLEL WITH SAID WEST LINE,
105.50 FEET, TO A POINT ON THE SOUTH WALL OF PLAZA THEATRE BUILDING;
THENCE SOUTH 89 DEGREES 52' WEST ALONG SAID WALL, 7 FEET TO THE TRUE
POINT OF BEGINNING.
PARCEL 3:
AN EASEMENT FOR INGRESS AND EGRESS OF PEDESTRTANS, EQUIPMENT AND
VEHICLES TO AND FROM PARCEL 1 HEREIN DESCRIBED, OVER THAT PORTION
OF BLOCK 27 OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK 9 PAGE
432 OF MAPS, RECORDS OF SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS
FOLLOWS:
EXHIBIT A Page 2
-2-
COMMENCING AT A POINT ON THE WEST LINE OF SAID BLOCK 27 THAT BEARS
SOUTH 00 DEGREES 08' EAST, A DISTANCE OF 114 FEET, FROM THE NORTHWEST
CORNER THEREOF;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITH THE NORTH LINE OF
SAID BLOCK 27, A DISTANCE OF 216.38 FEET, TO THE TRUE POINT OF BE-
GINNING;
THENCE CONTINUING NORTH 89 DEGREES 52' EAST AND PARALLEL WITH SAID
NORTH LINE, A DISTANCE OF 74.12 FEET, MORE OR LESS, TO A POINT ON
THE SAID EAST LINE OF SAID BLOCK 27;
THENCE SOUTH 00 DEGREES 08' EAST ALONG SAID EAST LINE, A DISTANCE
OF 8 FEET;
THENCE SOUTH 89 DEGREES 52' WEST AND PARALLEL WITH SAID NORTH LINE
A DISTANCE OF 67.12 FEET;
THENCE SOUTH 00 DEGREES 08' EAST AND PARALLEL WITH SAID EAST LINE
OF BLOCK 27, A DISTANCE OF 8.57 FEET;
THENCE SOUTH 89 DEGREES 52' WEST AND PARALLEL WITH SAID NORTH LINE,
7 FEET, TO A POINT ON THE EAST WALL OF PLAZA THEATRE BUILDING;
THENCE NORTH 00 DEGREES 08' WEST ALONG SAID WALL, A DISTANCE OF 16.57
FEET, TO THE TRUE POINT OF BEGINNING.
PARCEL 4:
A RIGHT OF WAY 7 FEET WIDE OVER THE PROPERTY OF THE PLAZA INVESTMENT
COMPANY, INC. , IMMEDIATELY ADJACENT TO THE SOUTHERLY AND EASTERLY
LINES OF PARCEL 1 HEREIN DESCRIBED WHEREVER THE SAME IS OR WILL BE
ACCESSIBLE AND TO THE EXTENT AND FOR THE TIME ONLY THAT THE SAME IS
NECESSARY FOR TIIE PURPOSE OF ATTENDING TO TIIE UPKEEP AND MAINTENANCE
OF THE IMPROVEMENTS LOCATED IN SAID PARCEL 1, AS CONVEYED TO EARLE
C. STREBE BY DEED RECORDED MARCH 1, 1955 AS INSTRUMENT NO. 13488 OF
OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
PARCEL 5:
AN EASEMENT OVER THE PROPERTY OF THE PLAZA INSTRUMENT COMPANY, INC.
FOR THE OVERHANG OF THE THEATRE BUILDING LOCATED ON PARCEL 1 HEREIN
DESCRIBED, AS CONVEYED TO EARLE C. STREBE BY DEED RECORDED MARCH 1,
1955 AS INSTRUMENT NO. 13488 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.
NOTE: SAID PROPERTY IS ALSO SITUATED IN THE CITY OF PALM SPRINGS.
ASSESSOR'S PARCEL NO. 5131440037.
EXHIBIT A page 3
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PALM SPRINGS, CALIFORNIA 92264
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KWL ASSOCIATES, INC.
712 Eugene Rd.
PALM SPRINGS, CA 92264
(714) 327.7786
Riff Markowitz - Partnership
for the Performing Arts
Excl Use Plaza Theater
AGREEMENT #270
R792, 7-3-91
THEATER LEASE AGREEMENT
THIS THEATER LEASE AGREEMENT (the "Lease") is made and entered
into this 19th day of August, 1991, by and between the COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS ("Landlord") , and
THE PARTNERSHIP FOR THE CREATIVE ARTS, L.P. , a California Limited
Partnership ("Tenant") . � f-A,-
R E C I T A L S V
A. Pursuant to the terms of that certain Lease and Purchase
Agreement dated the 14th day of November, 1988 (the "Lease and
Purchase Agreement") , as amended by that certain Addendum to
Lease/Purchase of Property Agreement dated March 13 , 1989, by and
between Earl C. Strebe and Frances B. Strebe, as to an undivided
one-half interest, and Geska R. Linane, Susan S. Porter and Dorothy
Ann Zabel Strebe, as to an undivided one-half interest
(collectively "Master Lessor") , as lessor, and Landlord, as lessee,
a memorandum of which was recorded in the Official Records of
Riverside County on April 17, 1989 as Instrument No. 120381 and re-
recorded on May 4, 1989 as Instrument No. 142779 , as further
amended by that certain Amendment to Lease dated
between the successor-in-interest to the Master Lessor and
Landlord, and that certain Amended Memorandum of Lease and Purchase
of Property dated between the successor-in-interest
to the Master Lessor and Landlord and recorded in the Official
Records of Riverside County on , 1991, as Instrument No.
Landlord has leased from Master Lessor certain real
property together with the, improvements located thereon and certain
easements appurtenant thereto located in the City of Palm Springs,
County of Riverside, State of California, as more particularly
described in the attached Exhibit "A" (the "Property") . The Lease
and Purchase Agreement and all of the amendments thereto are
collectively referred to herein as the "Master Lease" .
B. The term of the Master Lease expires on September 30,
1998 ("Master Lease Termination Date") . Pursuant to the Master
Lease, Landlord is to purchase the Property from Master Lessor, and
Master Lessor is to sell the Property to Landlord on the Master
Lease Termination Date.
C. Subject to the satisfaction of certain conditions
precedent, Landlord desires to do the following:
1. Sublease to Tenant and Tenant desires to sublease
from Landlord that portion of the Property shown on the Plot
Plan attached hereto as Exhibit "B-111, commonly known as the
Plaza Theater, located at 128 South Palm Canyon Drive in the
City of Palm Springs, California and legally described in the
attached Exhibit 11B-2" (the "Demised Premises") .
RBS 081691 1
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2 . Grant to Tenant the non-exclusive license to use the
following portions of the Property: (a) the area legally
described in Exhibit "G", attached hereto, and depicted in
Exhibit "B-411, attached hereto, (hereinafter referred to as
the "Trash Bin Area") ; (b) the area legally described as
Parcel 3 of Exhibit "A", attached hereto, and depicted in
Exhibit "E", attached hereto, (hereinafter referred to as the
"Driveway Area") . Exhibits "B-4111 "E" and "G" are
incorporated herein by this reference.
3 . Grant to Tenant an exclusive license to use the
cross hatched area on the Plot Plan attached hereto as Exhibit
"B-311, hereinafter referred to as the "Courtyard" . Exhibit
"B-3" is incorporated herein by this reference.
D. A portion of the Demised Premises includes approximately
ten (10) square feet of land which was acquired by the successor in
interest to the Master Lessor from Plaza Investment Company
("Pitts") , the owner of fee title to the real property adjacent to
the south and east of the Property, which Property is encumbered by
the easement affecting the Driveway Area. Said portion of the
Property (hereinafter the "Stage Door Property") was acquired by
Landlord pursuant to the terms of that certain letter agreement
dated December 19, 1989 (the "Pitts Letter Agreement") , Lot Line
Adjustment No. LLA90-16 recorded in the Official Records of the
County of Riverside on PPhrnary 1 1991 as Instrument No.
37105 that certain Grant Deed from Pitts to Landlord dated
, 19_, and recorded in the Official Records for the
County of Riverside on , 1991 as Instrument No.
and the Amendment to Lease dated , 1991.
Pursuant to the terms of the Pitts Letter Agreement and the above-
referenced Grant Deed, Pitts has the right to purchase the Stage
Door Property from Landlord should said Property no longer be
required to satisfy Section 504 , Table 5A of the Uniform Building
Code.
E. On December 27 , 1990, by instrument recorded in the
Official Records of Riverside County on February 7 , 1991 as
Instrument No. 43600, the successors-in-interest to the Master
Lessor granted to John Wessman, dba Wessman Development Company
("Wessman") , an easement to and for ingress and egress as
necessary, together with the vehicular usage and other means of
transportation as may be necessary from time to time to provide
access of any future nature or kind over that portion of the
Property within the Demised Premises depicted on the map attached
hereto as Exhibit "D-1" and legally described in the attached
Exhibit "D-2" and hereinafter referred to as the "North Corridor
Area" .
F. On November 27, 1990, by instrument recorded in the
Official records of Riverside County on February 7 , 1991, as
Instrument No. 43601, Pitts granted to John Wessman Corporation an
M\9423.3\L-THEATR.jb\RES\081491 2 p p P
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easement for ingress and egress of pedestrians, equipment and
vehicles over and across that portion of the Property depicted on
the map attached hereto as Exhibit "G-1" and legally described in
the attached Exhibit "G-2" and hereinafter referred to as the
"Wessman Driveway Area" .
G. On January 15, 1991, Landlord verbally granted to the
tenant of that portion of the Property located at 124 South Palm
Canyon Drive ("Louise's Pantry") the temporary right to use the
Courtyard.
H. Louise's Pantry is also currently using certain portions
of the Courtyard for access to the Trash Bin Area.
I. It is anticipated that certain alterations shall in the
future be made to the Demised Premises during the term of this
Lease by both Landlord and Tenant.
NOW, THEREFORE, in consideration of the above Recitals and the
mutual promises of the parties hereinafter set forth, Landlord and
Tenant do hereby agree as follows:
1. FUNDAMENTAL LEASE PROVISIONS. Certain Fundamental Lease
Provisions are presented in this Article and represent the
agreement of the parties hereto, subject to further definition and
elaboration in the respective referenced Articles 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 Articles are for convenience only
and designate some of the Articles where references to the
particular Fundamental Lease Provisions may appear.
(a) Property: The term "Property" as used herein shall
refer to that certain real property located in the City of
Palm Springs, County of Riverside, State of California,
commonly referred to as 124, 128 and 132 South Palm Canyon
Drive, as more particularly described in Paragraph A of the
Recitals.
(b) Demised Premises: The Demised Premises consist of
that portion of the Property described in Paragraph C of the
Recitals. The Demised Premises include the theater building
improvements (the "Theater") and, upon the Karen's Korner
Commencement Date (as defined in Article 37) , Karen's Korner.
Landlord shall deliver the Demised Premises to Tenant and
Tenant accepts the Demised Premises from Landlord, in its "AS
IS" condition, except that the seats, carpet and curtains
shall be in good repair and condition. Tenant accepts the
Demised Premises subject to the rights of Landlord reserved
herein, and Wessman and their respective successors-in-
interest.
M\9423.3\L-THEATR.jb\RBS\091891 3 -
(c) Common Areas: The Common Areas consist of the
Courtyard, the Trash Bin Area and the Driveway Area. During
the term of this Lease, together with any extensions thereof,
Tenant and Tenant's officers, employees, agents, successors,
assigns, sub-tenants, licensees, customers and invitees shall
have the following rights with respect to the Common Areas:
(i) With respect to the Courtyard, the exclusive
right to use the Courtyard for access to and from the
Demised Premises, and for use in connection with Tenant's
operation of its business on Karen's Korner. Such
exclusive right shall be subject only to the right of the
owner of the business conducted on Louise's Pantry and
such owner's employees, customers, subtenants, assigns
and successors in interest to use the Courtyard for
access to and from Louise's Pantry and the Trash Bin
Area;
(ii) With respect to the Trash Bin Area, the non-
exclusive right to use the Trash Bin Area for the
disposal of trash generated by its use of the Demised
Premises and Karen's Korner in common with Landlord and
other present and future owners of the Property and their
respective heirs, successors and assigns, agents,
employees, tenants, subtenants, concessionaires,
licensees, customers and invitees (hereinafter the
"Permittees") ;
(iii) With respect to the Driveway Area, the non-
exclusive right to use the Driveway Area for vehicular
ingress and egress in common with Landlord, Pitts,
Wessman and their respective Permittees, and other
present and future owners of the Property.
Nothing herein contained shall be deemed to prevent
Landlord from using or authorizing others to use said Common
Areas for trash disposal, utility lines and appurtenances,
pickups and deliveries to and from buildings within the
Property, construction and similar purposes so long as such
use does not substantially or materially interfere with
Tenant's use of the Demised Premises and/or the business to be
conducted by Tenant on the Demised Premises. This Lease shall
be subject to any agreement existing as of the date of this
Lease or subsequently placed upon the Property of which the
Demised Premises are a part, which agreement provides for
easements and restrictions pertaining to the Common Areas, and
in the event of any conflict between the provisions of such
agreement and this Lease, the provisions of such agreement
shall prevail so long as any such provision would not work to
either (i) prevent Tenant from using the Common Areas in the
manner contemplated herein; or (ii) substantially or
materially interfere with the business to be operated by
M\9423.3\L-THEATR.jb\RBS\081491 4
0 0
Tenant on the Demised Premises.
(d) (i) Approximate Floor Area of Theater (excluding the
basement, mezzanine and exterior balcony) : 10, 111 square feet;
and (ii) Approximate Floor Area of Karen's Korner (as
hereinafter defined) : 685 square feet.
(e) Tenant's Trade Name: TO BE DETERMINED BY LANDLORD.
(See Article 3) .
(f) Initial Term: September 1, 1991 - July 31, 1992
(See Article 4 (A) ) .
(g) Extension Options: six (6) consecutive options as
described in Article 4 .
(h) Percentage Rental Rate: 10% (See Article 5) .
(i) Use of Demised Premises: Tenant shall use the
Demised Premises for the purpose of operating a first-class
live theater with attendant facilities, including a box
office, refreshment stand, souvenir stand and for no other use
or purpose. (See Article 3) . The term live theater shall
mean a theater which houses activities of the nature of
musical performances, comedy performances, high quality films,
stage plays, dance performances, concerts, children's theater,
the "Celebrity Gallery" , the "Matinee Theater" and the
"Evening of Performances" (as such terms are hereinafter
defined) , lectures, readings or other presentations before an
audience and such other uses incidental thereto, e.g. ,
rehearsals.
(j ) Address for Notices:
Landlord: Community Redevelopment Agency
of the City of Palm Springs
P.O. Box 1786
Palm Springs, California 92263
Attn: Executive Director
Telephone: (619) 323-8197
Tenant: The Partnership for the C ae Arts, L.P.
c/o Schlecht, Shevlin & Shoenberger,
A Law Corporation (R. Brad Sevier)
101 East Tahquitz Canyon Way, Suite 100
Palm Springs, California 92262
Telephone: (619) 320-7161
(k) Party to pay utility costs: Tenant (See Article
18) .
(1) Security Deposit: $10, 000. 00 (See Article 5H) .
M\9423.3\L-THEATR.jb\RBS\091891 5
9 0
2 . EXHIBITS. The following drawings and special exhibits
are attached hereto and made a part of this Lease:
Exhibit "A" - Legal Description of Property
Exhibit "B-1" - Plot Plan of Property Showing
the Location of Demised Premises
Exhibit "B-2" - Legal Description of
Demised Premises
Exhibit "B-3" - Depiction of the Courtyard
Exhibit "B-4" - Depiction of the Trash Bin Area
Exhibit "B-5" - Legal Description of Trash Bin Area
Exhibit "C" - Construction Obligations
Exhibit "D-1" - Plot Plan of North Corridor Area
Exhibit "D-2" - Legal Description of North
Corridor Area
Exhibit "E" - Depiction of Driveway Area
Exhibit "F" - Calculation of Buyout Amount
Exhibit "G-1" - Map Depicting Wessman Driveway Area
Exhibit "G-2" - Legal Description of Wessman Driveway
Exhibit "H" - Commencement Date Certificate
Exhibit "I" - Tenant's Estoppel Certificate
Exhibit 11I-2" - Landlord's Estoppel Certificate
Exhibit "J" - License Agreement
Exhibit "K" - Schedule of Reserved Dates
and Events
Exhibit "L" - Rules and Regulations
Exhibit "M" - Map of Karen's Korner
Exhibit "N" - Legal Description of
Karen's Korner
Exhibit 110" - List of Equipment
Exhibit "P" - Common Area Expense Budget
Exhibit "Q" - Schedule of Performance
Exhibit "R" - Memorandum of Sublease
3 . USE. Landlord hereby leases to Tenant and Tenant hereby
hires from Landlord the Demised Premises, with appurtenances as
defined herein, for the purpose of conducting thereon only the use
specified in Article 1 (i) of this Lease.
4 . TERM.
(a) Initial Term. The initial term of this Lease
("Initial Term") shall commence on September 1, 1991 ("Commencement
Date") and shall terminate on July 31, 1992 .
(b) Option Term. As part of the consideration for the
execution of this Lease, Landlord hereby grants to Tenant options
to extend this Lease for the following additional periods
("Extended Terms" , individually "Extended Term") , upon the same
terms and conditions herein:
e
M\9423.3\L—THEATR.jb\RBS\091891 6
1. August 1, 1992 through July 31, 1993
2 . August 1, 1993 through July 31, 1994
3 . August 1, 1994 through July 31, 1995
4 . August 1, 1995 through July 31, 1996
5 . August 1, 1996 through July 31, 1997
6. August 1, 1997 through September 30, 1998
As described in Recital Paragraph B above, Landlord is to
purchase the Property from the Master Lessor upon the expiration of
the term of the Master Lease. Subject to the rights of Wessman, as
further consideration to Tenant for the execution of this Lease,
Landlord hereby grants to Tenant options to extend the Lease for
the following additional Extended Terms upon the same terms and
conditions herein:
7 . October 1, 1998 through September 30, 1999
8 . October 1, 1999 through September 30, 2000
9 . October 1, 2000 through September 30, 2001
10. October 1, 2001 through September 30, 2002
11. October 1, 2002 through September 30, 2003
12 . October 1, 2003 through September 30, 2004
13 . October 1, 2004 through September 30, 2005
14 . October 1, 2005 through December 31, 2006
Tenant must give notice to Landlord of its exercise of each
option ("Option Notice") not less than 60 days prior to the
expiration of the Initial Term or any Extended Term, as the case
may be. If Tenant is in default on the date of giving the Option
Notice, the Option Notice shall be ineffective unless Tenant cures
such default within 15 days of giving the Option Notice. If Tenant
is in default on the date the Extended Term commences, the Extended
Term shall automatically terminate (on the date specified below)
unless Tenant has cured such default on or before the later to
occur of the following:
(1) The expiration of the applicable cure period (if
any) following Tenant's receipt of notice from Landlord of the
default; or
(2) The fifteenth (15) day following the commencement of
the Extended Term.
The termination will be effective at 5: 00 o'clock P.M. on the later
of the dates specified above.
In the event that Tenant should fail to give any Option Notice
as provided above, the Tenant's option to extend the term and any
further option thereafter shall terminate and be of no further
force or effect, without any further action by Landlord. Tenant
shall not be permitted to exercise its option for any subsequent
Extended Term, unless Tenant has exercised all previous options to
extend the term of the Lease, unless Landlord waives such notice in
M\9423.3\L-THEATR.jb\RBS\081491 7
• i
writing.
5. RENTAL.
(a) Percentage Rental. For each calendar month during
the Initial Term (and any Extended Term) of this Lease, Tenant
shall pay to Landlord, at the time and in the manner specified in
Paragraph 5 (b) below, as "Percentage Rental" a sum equal to the
product of the Percentage Rental Rate specified in Article 1
multiplied by the amount of Tenant's "Gross Sales" , as hereinafter
defined, made in, upon or from the Demised Premises, during each
month of the term hereof. In addition, upon the occurrence of the
Karen's Korner Commencement Date, Tenant shall pay to Landlord
Karen's Rental as provided in Article 38 .
(b) Statement of Percentage Rental and Audit. Tenant
shall furnish to Landlord a statement of the Gross Sales of Tenant
for each calendar month within thirty (30) days after the close of
each such calendar month during the term hereof. Tenant shall
accompany each such statement with a payment to Landlord equal to
the Percentage Rental due for such calendar month. Each statement
shall be signed by a responsible officer of Tenant. The persons
signing each such statement shall be deemed to have certified that
to the best of his or her personal knowledge the information in
such statement is true and correct. Tenant shall record at the
time of sale, in the presence of the customer, all receipts from
sales or other transactions, whether cash or credit made from a
cash register or point of sale computer, having a cumulative
retrievable total and which numbers consecutive purchases. Tenant
shall also record at the time of receipt, all receipts from Events,
including without limitation all receipts from ticket sales, the
operation of the box office and concession areas and the rental of
equipment and all receipts from the use of the Demised Premises
(excluding Karen's Korner) by any licensee. Tenant shall prepare
and keep full and accurate books of account, records and all cash
register receipts, computer records, rent and license records with
regard to the Gross Sales, credits, refunds and other pertinent
transactions made from or upon the Demised Premises (including the
Gross Sales of any subtenant, licensee or concessionaire) . Such
books, receipts and records shall be kept for a period of not less
than three (3) years after the close of each calendar year and
without regard to whether the three (3) year period extends beyond
the term of the Lease, and shall be available for inspection and
audit on the Demised Premises during the term of the Lease by
Landlord and its representatives at all times during regular hours.
In addition, upon request of Landlord, Tenant shall furnish to
Landlord a copy of all Tenant's (and of Tenant' s subtenants,
licensees or concessionaires) Sales and Use Tax Returns if required
to be filed in the state or county or city where the Property is
located. The receipt by Landlord of any statement or payment of
Percentage Rental for any period shall not bind it as to the
M\9423.3\L-THEATR.jb\RBS\081491 8jy' r'1`:]Vu�:"�''�4
correctness of the statement or the payment. Landlord shall,
within one (1) year after the receipt of any such statement, be
entitled to an audit of such Gross Sales either by Landlord or by
Landlord's representative to be designated. Such audit shall be
conducted during normal business hours. If it shall be determined
as a result of such audit that there has been a deficiency in the
payment of Percentage Rental, then such deficiency shall become
immediately due and payable with interest thereon at the rate
specified in Article 5 (f) from the date when the Percentage Rental
payment should have been made until the date paid. In addition, if
Tenant shall be found to have understated Gross Sales by more than
ten percent (10%) , then Tenant shall pay to Landlord all costs and
expenses incurred by Landlord in making such audit and determining
and collecting the underpayment.
(c) Gross Sales. Except as limited below, the term
"Gross Sales" as used herein, shall mean:
(i) The total gross receipts received by Tenant
and/or Tenant's subtenants, assigns or successors in interest
(hereinafter collectively referred to as the "Theater
Operators" and individually "Theater Operator") from Theater
Ticket sales and theater concession sales (including food and
beverage, souvenirs and programs) ; and
(ii) Total fees received by the Theater Operators
from licensing the Theater to third parties.
Gross Sales shall include all such sales and/or licensing
fees as described above, whether wholesale or retail, whether for
cash or credit, (a) where the orders therefor originate in, at,
from or arise out of, the use, in whole or in part, of any portion
of the Theater, whether delivery or performances are made from the
Theater or from some other place and regardless of the place of
bookkeeping for payment of, or collection of, any account; or (b)
made or performed on the Demised Premises, or by mail, telephone,
or facsimile; or (c) made or performed by means of mechanical or
other telephone booths or vending machines; or (d) which Theater
Operators, in the normal and customary course of business, would
credit or attribute to the operation of the Theater.
Gross Sales shall not include gross receipts received by
any licensee who operates or conducts an Event in the Theater
pursuant to a license agreement with any of the Theater Operators,
so long as no Theater Operator receives any portion of such gross
receipts earned by such licensee. If any Theater Operator receives
any portion of the gross receipts earned by a licensee from
conducting an Event in the Theater, Tenant shall disclose such
payment to Landlord and the amount of such payment shall be
included in Gross Sales.
M 9423.3 L-THEATR. 'b RBS 081491 9
Notwithstanding anything to the contrary contained
herein, Gross Sales shall include gross receipts earned by a
licensee which is an "Affiliate" as hereafter defined of any
Theater Operator. The term "Affiliate" means any officer, director
or partner of a partner of Tenant, or any person who directly or
indirectly is controlled by Tenant, or who directly or indirectly
controls Tenant, whether by ownership of voting securities
(notwithstanding that such ownership is less than a majority) , by
contract, or otherwise.
Gross Sales shall also exclude the following: (a) The
selling price of all merchandise, concession items or tickets
returned by customers and accepted by the Theater Operator for full
credit, or the amount of any discount or allowance made thereon;
(b) all cash refunds made to customers and licensees in the
ordinary course of business; (c) the full amount of any and all
federal, state and/or local taxes or assessments payable by the
Theater Operator by reason of any sales or fees contemplated
herein; (d) any sales of fixtures used in Tenant's business; and
(e) uncollected accounts receivable.
(d) Additional Rental. For purposes of this Lease, all
monetary obligations of Tenant under this Lease whether or not
designated as additional rent, shall be deemed to be Additional
Rental.
(e) 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 and late charges which may be imposed upon
Landlord by the terms of the Master Lease or any mortgage or deed
of trust covering the Demised Premises. 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 (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. This late payment charge shall not apply to payments
made by Tenant to compensate for past deficient Rental payments
pursuant to Article 5 (b) .
(f) Interest. Any sum to be paid with interest at a
rate designated by this Article 5F 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. per
annum from time to time during such period so long as the rate does
not exceed the maximum rate permitted by law in which case interest
shall be at the maximum rate allowed by law at the time the sum
became due.
M\9423.3\L-THEATR.jb\RBS\081491 10
(g) Cost of Living Adjustment. The "Consumer Price
Index" as used herein is the Consumer Price Index, All Urban
Consumers (All Items) , for the Los Angeles-Anaheim-Riverside
Metropolitan Area, published by the United States Department of
Labor, Bureau of Labor Statistics (1982-84 = 100) . If both an
official index and one or more unofficial indices are published,
the official index shall be used. If said Consumer Price Index is
no longer published at the adjustment date, it shall be constructed
by conversion tables included in such new index.
(h) Security Deposit. On or before the date specified
in the Schedule of Performance, which is attached hereto as Exhibit
"g" and incorporated herein by this reference, Tenant shall deposit
$10, 000. 00 with Landlord as a security deposit. Said deposit shall
be 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 Initial Term. 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 H shall in any way diminish or be construed as waiving
any of the Landlord's other remedies as provided in Article 22
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 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 any increase provided in Article 41, and
Tenant's failure to do so within five (5) days after receipt of
such demand shall constitute a material breach of this Lease.
Should Tenant comply with all of the terms, covenants, and
conditions of this Lease during the Initial Term, said security
deposit shall be returned in full to Tenant at the end of the
Initial Term, or upon the earlier termination of this Lease as
specified herein.
(i) Payment of Rental. All rental to be paid by Tenant
to Landlord shall be in lawful money of the United States of
America at the address designated in Article 1 hereof, or such
other address as Landlord shall notify Tenant in writing.
6. REAL ESTATE TAXES. In addition to all rentals herein
reserved, Tenant shall pay to Landlord annual real estate taxes and
assessments levied upon the Demised Premises and Karen's Korner
(commencing as to Karen's Korner upon the Karen's Korner
M\9423.3\L-THEATR.jb\RBS\081491 11 - pp
'CA'116�u
Commencement Date as described in Article 37 below) and a pro rata
share of annual real estate taxes and assessments levied upon the
Common Areas. In addition, Tenant shall pay to Landlord any and
all taxes, assessments, and fees which are levied and/or assessed
in lieu of, in substitution for, or in addition to, existing real
property taxes including, without limitation, assessments levied
pursuant to the creation of an assessment district which covers the
Demised Premises and/or Karen's Korner. Tenant shall also be
responsible for the payment of any business tax which is levied
against the businesses operated by Tenant on the Demised Premises
and/or Karen's Korner. Notwithstanding the foregoing, Tenant shall
not be obligated to pay for any tax, assessment, or fee of any
nature whatsoever which is levied exclusively against Tenant, the
Demised Premises, or Karen's Korner. Such amounts shall be payable
within ten (10) days after receipt of a semi-annual statement to be
sent by Landlord to Tenant setting forth the amount of such taxes,
assessments and/or fees based upon the actual tax bill received by
Landlord; or Landlord, at its option, shall have the right to
estimate the amount of taxes, assessments and/or fees next due and
to collect from Tenant on a monthly basis the amount of Tenant's
estimated tax obligation. Within thirty (30) days following
receipt of the actual tax bill, Landlord shall provide to Tenant a
reconciliation of the amount owed by Tenant and the amount actually
paid by Tenant. If Tenant has underpaid, Tenant shall pay the
additional amount owed in a lump sum within twenty (20) days. If
Tenant has overpaid, Landlord shall pay the amount of the
overpayment to Tenant within twenty (20) days of Landlord's receipt
of the actual tax bill. 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, and any overpayment shall immediately be
paid by Landlord to Tenant. In the event that said real property
taxes and assessments are not separately levied or assessed against
the Demised Premises and/or the Common Areas, Landlord shall
prorate the real property taxes and assessments levied against the
tax parcel in which the Demised Premises and/or the Common Areas
are situated, to the Demised Premises and the Common Areas in any
reasonable manner. An allocation based upon the ratio that the
total Floor Area of the Demised Premises bears to the total Floor
Area within the relevant tax parcel or parcels, as to that portion
of such tax or assessment allocated to building improvements, and
based on the ratio that the number of square feet of land area
within the Demised Premises and/or the Common Areas bears to the
number of square feet of land area covered by the relevant tax
statement or statements as to that portion of such tax or
assessment allocable to land, exclusive of building improvements,
or any combination thereof, shall be deemed to be a reasonable
allocation for the purposes of this section. The term "Floor Area"
as used herein shall mean and refer to the actual number of square
feet of floor space within the Demised Premises (or other building
improvement) as measured from the exterior of exterior walls and
M\9423.3\L-THEATR.jb\RBS\081491 12_1
II"II Y�PiQ,
the center line of common walls, and, with respect to the tax
parcel in which the Demised Premises are situated the actual number
of square feet of floor space (exclusive of any space on
mezzanines, and basements and on exterior balconies within the
exterior faces of building walls and measured from the center of
common walls, but excluding outside sales and/or seating areas
whether or not roofed or enclosed and truck ramps and/or docks,
trash storage and compaction areas. The term "Floor Area" shall
not include three dimensional pop out store fronts or outside sales
or food consumption areas that extend beyond the building lines of
buildings. For the purposes of making any proration or allocation
to be made under this Lease based upon Floor Area, Landlord may
conclusively assume that the Floor Area of the Demised Premises is
the estimated Floor Area specified in Article 1 (d) above.
Notwithstanding anything to the contrary contained in this Article
6 , Tenant's obligations under this Article 6 with respect to that
portion of the Demised Premises other than Karen's Korner shall not
commence until the first Extended Term of this Lease.
7 . 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 owned by Tenant located 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. In the event any or all of the
Tenant's fixtures, furnishings, equipment and other personal
property shall be assessed and taxed with the Landlord's real
property, the Tenant shall' pay to Landlord its share of such taxes
within ten (10) days after delivery to Tenant by Landlord of a
statement in writing setting forth the amount of such taxes
applicable to the Tenant's property.
8 . CONSTRUCTION. Landlord and Tenant agree to construct, at
each party's sole cost and expense, the improvements described in
Exhibit "C", which is attached hereto and incorporated herein by
this reference, within the time specified in the Schedule of
Performance.
9. USES PROHIBITED. Tenant shall not use, or permit the
Demised Premises, or any part thereof, to be used for any purpose
or purposes other than the express purpose or purposes for which
the Demised Premises are hereby leased pursuant to Article 1 (i)
hereinabove, or carry on its business other than under the trade
name designated in Article l (e) . Tenant may, however, sell or
cause to be sold alcoholic beverages provided that it obtains all
necessary permits and licenses, and complies with all applicable
laws, statutes and regulations concerning the sale of alcoholic
beverages. Tenant shall not sell or permit to be kept, used,
displayed, performed or sold in or about the Demised Premises (a)
M\9423.3\L-THEATR.jb\RBS\081691 13
rr
pornographic or sexually explicit books, magazines, literature,
films, drama, printed material, sexual paraphernalia, or other
material or media which would be considered lewd, obscene or
licentious, or (b) any article which may be prohibited by standard
forms of fire insurance policies. Tenant shall not use, or permit
to be used, any portion of the Demised Premises for the
installation or use of any vending machine, gaming machine or video
or arcade game unless expressly permitted by this Lease. No use
shall be made or permitted which conflicts with the Master Lease.
Tenant shall comply with any and all requirements, pertaining to
the use of the Demised Premises, of any insurance organization or
company necessary for the maintenance of reasonable fire and public
liability insurance, covering the buildings within the Demised
Premises and appurtenances.
Tenant shall not commit, or suffer to be committed, any waste
upon the Demised Premises, or any nuisance or other act or thing
which may disturb the quiet enjoyment of any other tenant or
occupant of the Property. Tenant shall not conduct or permit to be
conducted any sale by auction in, upon or from the Demised
Premises, whether said auction be voluntary, involuntary, pursuant
to any assignment for the payment of creditors, or pursuant to any
bankruptcy or other solvency proceeding nor display any "going out
of business" or similar sign.
Tenant shall not engage in any activity in, on or about the
Demised Premises that violates any Environmental Law, and shall
promptly, at Tenant's sole cost and expense, take all investigatory
and/or remedial action required or ordered by any governmental
agency or Environmental Law for clean-up and. removal of any
contamination involving any Hazardous Material created or caused
directly or indirectly by Tenant. The term "Environmental Law"
shall mean any federal, state or local law, statute, ordinance or
regulation pertaining to health, industrial hygiene or the
environmental conditions on, under or about the Demised Premises,
including, without limitation, (i) the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA") , 42
U.S. C. Sections 9601, et seq. ; (ii) the Resource Conservation and
Recovery Act of 1976 ("RCRA") , 42 U. S.C. Sections 6901, et 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
M\9423.3\L—THEATR.jb\RBS\081491 14
,,:,;'If.';".'?' ',Y_ ?.)tad,,il;,,y• :; , \ _�
or nuisance under the Environmental Laws; (ii) petroleum or a
petroleum product or fraction thereof; (iii) asbestos; and/or
(iv) substances known by the State of California to cause cancer
and/or reproductive toxicity. It is the intent of the parties
hereto to construe the terms "Hazardous Materials" and
"Environmental Laws" in their broadest sense. Tenant shall provide
all notices required pursuant to the Safe Drinking Water and Toxic
Enforcement Act of 1986, California Health and Safety Code Section
25249 . 5, et seq. Tenant shall provide prompt written notice to
Landlord of the existence of Hazardous Materials on the Demised
Premises and all notices of violation of the Environmental Laws
received by Tenant.
10. ALTERATIONS. Except as contemplated in Exhibit "C",
Article 11 and Articles 42 and 44 , Tenant shall not make, or suffer
to be made, any structural alterations to the Demised Premises, or
any part thereof, or the building(s) within the Demised Premises or
the improvements within the Common Areas or change the appearance
of the building(s) within the Demised Premises without the prior
written consent of Landlord. If Tenant wishes to make additional
improvements to the Demised Premises, Tenant shall notify Landlord
in writing. Within fifteen (15) days of receiving such notice from
Tenant, Landlord shall send written notice to Tenant indicating
whether Landlord approves or disapproves of the contemplated
improvements. Landlord's approval shall not be unreasonably
withheld. Any alterations to the Demised Premises and/or the
Common Areas, 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 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. Any
and all fixtures and appurtenances installed by Tenant shall
conform with the requirements of all municipal, state, federal,
and governmental authorities including requirements pertaining to
the health, welfare, or safety of employees or the public. All
improvements to be made to the Demised Premises which require the
approval of Landlord shall be under the supervision of a competent
architect or competent licensed structural engineer and made in
accordance with plans and specifications approved in writing by
Landlord before the commencement of such work. All work with
respect to any improvements shall be done in a good and workmanlike
manner and diligently prosecuted to completion so that the Demised
Premises shall at all times be a complete unit except during the
period of work. Upon completion of such work, Tenant shall file
for record in the office of the County Recorder for the County in
which the Property is located a Notice of Completion as required or
permitted by law. Such improvements shall not be removed by Tenant
M\9423.3\L-THEATR.jb\RBS\081491 15 ;0j;j"IY.�.jg;�i,.,�� fj
• 0
but shall at once become a part of the Demised Premises and be
surrendered therewith. As a condition to granting its approval to
any of the improvements, Landlord may require Tenant to provide
Landlord with reasonably satisfactory evidence of Tenant's
financial ability to pay for the costs of the improvements and to
complete the same as required by this Lease.
11. MAINTENANCE AND REPAIR.
(a) Maintenance and Repair by Tenant. Landlord shall
deliver the Demised Premises and Karen's Korner to Tenant in good
and sanitary order, condition and repair. Tenant shall, subject to
Landlord's obligations hereinafter provided, at all times during
the term hereof, and at Tenant's sole cost and expense, keep,
maintain and repair the Demised Premises, the Theater and any other
building within the Demised Premises, and other improvements within
the Demised Premises in good and sanitary order, condition, and
repair (except as hereinafter provided) , including any equipment
installed by Tenant, all signs, locks and closing devices, all
window sashes, casements and frames, doors and door frames, floor
coverings, and carpeting. Tenant shall periodically sweep and
clean the sidewalks adjacent to the Demised Premises, as needed.
Tenant agrees on the last day of said term or sooner termination of
this Lease to surrender the Demised Premises with appurtenances in
a good, clean and sanitary condition, reasonable use and wear
thereof and damage by fire, act of God or by the elements excepted.
Tenant agrees to surrender the Demised Premises in its original
condition following the completion of the "Landlord's Work" and
"Tenant's Work" as described in Exhibit "C", together with all
additional improvements which have been approved by Landlord and
installed by Tenant pursuant to Article 10 above. If Landlord
wishes to reserve the right to require Tenant to remove any such
additional improvements (i. e. , improvements other than those
described in Exhibit "C") upon the expiration or earlier
termination of this Lease, Landlord must reserve such right in its
notice of approval (which is described in Article 10 above) . If
Tenant is required to remove any improvements from the Demised
Premises upon the expiration or earlier termination of this Lease,
Tenant shall do so at Tenant's sole cost and expense, and Tenant
will repair any damage to the Demised Premises caused by such
removal.
(b) Maintenance and Repair by Landlord. Notwithstanding
anything to the contrary contained in Section 11A, Landlord shall
maintain in good repair, at Landlord's sole cost and expense, all
of the following: (1) the exterior and exterior walls, roof,
floor, and all other structural portions of all buildings located
on the Demised Premises; (2) all electrical wiring, conduits,
pipes and plumbing which are located on the Demised Premises and/or
which serve the Demised Premises; (3) the various utilities which
serve the Demised Premises; (4) the heating and air-conditioning
M\9423.3\L-THEATR.jb\RBS\081491 16
system which serves the Demised Premises. Landlord shall not be
responsible for maintaining or replacing the drapes, seats or
carpet located in the Theater. Landlord shall not be required to
make repairs necessitated by reason of the negligence of Tenant or
anyone claiming under Tenant, or by reason of the failure of Tenant
to perform or observe the conditions or agreements in this Lease
contained, or caused by unauthorized alterations, additions or
improvements made by Tenant or anyone claiming under Tenant. The
term "exterior walls" , as used in this Section, shall include plate
glass, window cases or window frames. Tenant agrees that it will
not, nor will it authorize any person to, go onto the roof of the
building of which the Demised Premises are a part without the prior
written consent of Landlord. Said consent will be given only upon
Landlord's satisfaction that any repairs necessitated as a result
of Tenant's action will be made by Tenant at Tenant's expense and
will be made in such a manner so as not to invalidate any guarantee
relating to said roof or otherwise violate the terms of the Master
Lease. Landlord shall not be required to make any repairs
described herein unless and until Tenant has notified Landlord of
the need for such repairs and Landlord shall have had a reasonable
period of time thereafter to commence and complete said repairs.
However, Landlord shall make a good-faith effort to make all
repairs required of Landlord herein and requested by Tenant in an
expeditious manner in order to minimize the negative impact of such
disrepairs on Tenant's business.
(c) Maintenance of Common Areas. During the term of
this Lease, Landlord shall maintain the Common Areas, excepting the
Courtyard, and shall repair damage to the facilities therein.
Notwithstanding the foregoing, Landlord shall not be required to
make any repair to the Common Area unless and until Landlord has
been notified by Tenant or by another tenant on the Property of the
need of such repairs and Landlord shall have had a reasonable
period of time thereafter to commence and complete said repairs.
Tenant shall reimburse Landlord for Tenant's pro rata share of the
maintenance costs and expenses incurred by Landlord in maintaining
said Common Areas no later than ten (10) days after receipt of a
quarterly statement from Landlord setting forth the amount of such
costs incurred by Landlord during the previous quarter. Tenant's
pro rata share of Common Area expenses shall be consistent with the
Common Area Expense Budget attached hereto as Exhibit "P" . Tenant
shall not be obligated to pay any Common area expenses which accrue
or are incurred by Landlord prior to the date upon which Tenant
opens the Theater for business.
(d) Maintenance of Courtyard. During the term of this
Lease, Tenant shall maintain the Courtyard in a clean and
attractive condition at Tenant's sole cost and expense. However,
Landlord shall make any and all repairs, at Landlord's sole cost
and expense, to any structural portions of the Courtyard,
including, without limitation, to any tiled or concrete flooring
and to the interior of the walls extending along the perimeter of
M\9423.3\L—THEATR.jb\RBS\081491 17
ava
the Courtyard, which may become necessary to maintain the Courtyard
in an attractive and safe condition. Tenant's obligations under
this Article 11 shall commence on the date upon which the Theater
opens for business.
12 . 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 Demised Premises and/or
any of the Common Areas, 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. 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.
13 . INSURANCE.
(a) Landlord to Provide Property Insurance. Landlord
shall maintain, at Landlord's sole cost and expense, fire,
earthquake and extended coverage insurance throughout the term of
this Lease, on all buildings and improvements located on the
Demised Premises (and fixtures thereto, including, but not limited
to, the drapes and seats located in the Theater) , Karen's Korner
and the Common areas, in an amount equal to one hundred percent
(100%) of the replacement value of the Demised Premises and Karen's
Korner (including the Improvements to be constructed by Landlord
and Tenant as specified in Exhibit "C") and the Common Areas,
together with such other insurance, coverages and endorsements as
may be required by Master Lessor and/or 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.
(b) Tenant to Provide Other Insurance.
(i) 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
M\9423.3\L—THEATR.jb\RBS\081491 18
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Premises are located.
(ii) Tenant to Provide Personal Property Insurance.
Tenant, at its expense, shall maintain fire and extended
coverage insurance written on a per occurrence basis on all of
its trade fixtures, equipment, personal property and inventory
within the Demised Premises from loss or damage to the extent
of their full replacement value.
(iii) Tenant to Provide Liability Insurance.
During the entire term of this Lease, the Tenant shall, at the
Tenant's sole cost and expense, 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, Karen's Korner and the Courtyard, 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 $500, 000. 00 per person, $1, 000, 000. 00 per
occurrence and $1, 000, 000. 00 products and completed operations
and property damage limits of $250, 000 . 00 per occurrence and
$1, 000, 000. 00 in the aggregate. Tenant shall not be
responsible for providing liability coverage for the Common
Areas other than the Courtyard.
(iv) 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.
(v) General Provisions Applicable to Tenant's
Insurance. All of the policies of insurance required to be
procured by Tenant pursuant to this Section 13B shall be
primary insurance and shall name Landlord, its officers,
employees and agents, and the Master Lessor as additional
insureds. The insurers shall waive all rights of contribution
they may have against the Master Lessor and 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 canceled without providing 30
days prior written notice by registered mail to Landlord.
Prior to the Initial Term 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
M\9423.3\L-THEATR.jb\RBS\081491 19 rtlp�yii;�g,jg,_��_ 'I-".- 1, 1
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 Demised Premises are located and rated
A:VII or better by Best's Insurance Guide. In the event the
Risk Manager of Landlord ("Risk Manager") determines that the
Tenant's activities in the Demised Premises creates an
increased or decreased risk of loss to the Landlord, 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
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.
(vi) Electrical Overloading. If Tenant installs
upon the Demised Premises any electrical equipment which
constitutes an overload of the electrical lines of the
premises, Tenant shall, at its own expense, make whatever
changes are necessary to comply with the requirements of the
insurance underwriters and any governmental authority having
jurisdiction thereof, but nothing herein contained shall be
deemed to constitute Landlord's consent to such overloading.
Tenant shall, at its own expense, comply with all
requirements, including the installation of fire extinguishers
or automatic dry-chemical extinguishing system, of the
insurance underwriters or any governmental authority having
jurisdiction thereof, necessary for the maintenance of fire
and extended coverage insurance for the premises.
14 . INDEMNIFICATION OF LANDLORD. Tenant will indemnify,
defend and hold Landlord, Master Lessor and if required by
Landlord, any other third party which may assist Landlord in its
efforts to rename the Theater and/or raise sufficient funds for the
renovation and/or acquisition of fee title to the Property, which
third party shall be designated by Landlord in written notice to
Theater ("Donor") exempt and harmless from and against any damage
M\9423.3\L-THEATR.jb\RBS\081491 20
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or injury to any person or property arising out of Tenant's use of
the Demised Premises and/or the Common Areas, except that such
indemnification shall not apply to (1) any claim for injury to any
person or property which is caused by the negligence or willful
misconduct of Landlord, Master Lessor or Donor; or (2) any
claim(s) of the tenant of Louise's Pantry or such tenant's
employees, agents, invitee's or successors in interest, or the
employees, agents, or invitee's of any such successor in interest
which arises out of the use of any portion of the Common Areas by
any such person or entity in the normal course of the business
operated on the Louise's Pantry property, excepting any such claims
arising out of the negligence or willful misconduct of Tenant.
Landlord will indemnify, defend and hold Tenant exempt and harmless
from and against any damage or injury to any person or property
arising from the use of the Demised Premises and/or the Common
Areas by Landlord or any third party pursuant to Article 34, except
that such indemnification provision shall not apply to any claim
for injury to any person or property which is caused by the
negligence or willful misconduct of Tenant. As used in this
Article 14, the phrase "use of the Demised Premises and/or the
Common Areas" contemplates the actual physical use of the Demised
Premises and/or the Common Areas.
15. FREE FROM LIENS. Tenant shall keep the Demised Premises,
the buildings within the Demised Premises, the property on which
the Demised Premises are situated, the Common Areas and the
Equipment (as hereinafter defined) 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. If Tenant
shall fail to pay any charge for which a mechanic's lien claim and
suit to foreclose the lien have been filed, and shall not have
obtained the release of said lien from the property subject to such
lien, Landlord may (but shall not be so required to) pay said claim
and any costs, and the amount so paid, together with reasonable
attorneys' fees incurred in connection therewith, shall be
immediately due and owing from Tenant to Landlord, together with
interest at the rate prescribed in Article 5F, on the amount of the
mechanic's lien claim.
16. ABANDONMENT. Tenant shall not vacate or abandon the
Demised Premises at any time during the term of this Lease; and if
Tenant shall abandon, vacate or surrender the Demised Premises or
be dispossessed by process of law, or otherwise, any personal
property belonging to Tenant and left on the Demised Premises shall
be deemed to be abandoned, at the option of Landlord, except such
property as may be mortgaged to Landlord.
17 . SIGNS. Landlord covenants that all signs which are
currently located on the exterior of the Demised Premises shall
M\9423.3\L-THEATR.jb\RBS\081491 21 \
ii uu it:E iiv ,
remain on the Demised Premises during the term of this Lease (and
during any extensions thereof) for use by Tenant in connection with
Tenant's business. Tenant shall not place or permit to be placed
any additional signs upon the exterior or in the windows of the
Demised Premises, or the Common Areas, without Landlord's prior
written consent. Any sign installed without such approval shall be
immediately removed by Tenant and, if said sign is not removed by
Tenant within three (3) days of written notice from Landlord to
Tenant, then Landlord may remove and destroy said sign without
Tenant's approval and without any liability to Tenant.
18 . UTILITIES. Beginning on the date upon which Tenant opens
the Theater for business, 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.
19 . 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 building(s) within the Demised Premises,
or for the purpose of making repairs, alterations or additions or
performing the Improvements to any portion of said building(s) ,
including the erection and maintenance of such scaffolding, canopy,
fences and props as may be required, or for the purpose of posting
notices of non-responsibility 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 (as the same may
have been extended pursuant to Article 4 above) , 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.
20 . CASUALTY.
(a) Notice to Landlord. Tenant shall give prompt notice
to Landlord in case of any fire or other damage to the Demised
Premises (including Karen's Korner, if made a part of the Demised
Premises) , the Common Areas or the building(s) constituting a
portion thereof.
M\9423.3\L-THEATR.jb\RBS\081491 22
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(b) Partial Casualty to Demised Premises. If the
Demised Premises (including Karen's Korner, if made a part of the
Demised Premises) shall be damaged by any casualty including, but
not limited to, a fire, flood or earthquake, such that (i) the cost
of replacement or repair of the Theater is less than or equal to
50% of the total replacement cost thereof; or (ii) the cost of
replacement or repair of damage to the Theater, Karen's Korner (if
a part of the Demised Premises) and any other structures comprising
the Demised Premises, when aggregated together is less than or
equal to 50% of the total replacement cost thereof, then Landlord
shall promptly repair and restore the same (including all of the
real property improvements constructed by Landlord and/or Tenant)
to substantially the condition thereof immediately prior to said
damage or destruction. If insurance proceeds are forthcoming,
Landlord shall not be obligated to commence the restoration and/or
repair until Landlord has received said insurance proceeds.
Landlord shall take all reasonable steps necessary so as to obtain
such insurance proceeds promptly so as to prevent delay in
restoring and/or repairing the Demised Premises to its prior
condition.
(c) Substantial CasualtV to Demised Premises. If the
Demised Premises (including Karen's Korner, if made a part of the
Demised Premises) shall be damaged or destroyed by any casualty
such that (i) the cost of replacement or repair of the Theater
exceeds 50% of the total replacement cost thereof; or (ii) the
cost of replacement or repair of damage to the Theater, Karen's
Korner (if a part of the Demised Premises) and any of the other
structures comprising the Demised Premises, when aggregated
together exceeds 50% of the total replacement cost thereof, then
Landlord may elect to either replace or repair the damage as
aforesaid, or to cancel this Lease by written notice of
cancellation given to Tenant within 90 days after the date of the
casualty. This Lease shall cease and terminate 20 days following
Tenant's receipt of Landlord's cancellation notice, and Tenant
shall vacate and surrender the Demised Premises to Landlord in
accordance with the terms of this Lease. In determining the cost
of replacement of the Theater, Karen's Korner or any other portion
of the Demised Premises, the cost of foundations and footings shall
not be included, except to the extent of the cost of repair thereto
required by such casualty damage or destruction. If Landlord
elects to cancel this Lease pursuant to this paragraph (c) of
Article 20, and Landlord shall pay to Tenant a sum (hereinafter
referred to as the "Buyout Amount") to be calculated in accordance
with the formula stated in Exhibit "F", which is attached hereto
and incorporated herein by this reference.
(d) Reconstruction. In the event of any reconstruction
of the Demised Premises under this Article 20, said reconstruction
shall substantially conform to the work described in Exhibit "C" to
the extent that the reconstruction replaces such work. Landlord
shall be obligated to reconstruct the Demised Premises to the
M\9423.3\L—THEATR.jb\RBS\081491 23 _ ,
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extent of the condition of the Demised Premises prior to the
damage.
(e) Termination. Upon any termination of this Lease
under any of the provisions of this Section, the parties shall be
released thereby without further obligations to the other party
coincident with the surrender of possession of the Demised Premises
to Landlord, except for obligations which have theretofore accrued
and be then unpaid, including Landlord's obligation to pay to
Tenant the Buyout Amount described in paragraph (c) of this Article
20. If Landlord cancels this Lease pursuant to paragraph (c) of
this Article 20, then Landlord shall first use any proceeds from
Landlord's fire and extended coverage insurance (obtained pursuant
to Article 13) received by Landlord to pay to Tenant the Buyout
Amount.
(f) Karen's Korner Rent Abatement. In the event of
repair, reconstruction and restoration to the Demised Premises by
Landlord as provided in this Section 20, the Karen's Korner Rental,
if any, shall be abated proportionately with the degree to which
Tenant's use of Karen's Korner is impaired commencing from the date
of destruction and continuing during the period of Landlord's
repair, reconstruction or restoration of the Premises. Tenant
shall continue the operation of its business on the Demised
Premises during any such period to the extent reasonably
practicable from the standpoint of prudent business management, and
the obligation of Tenant to pay Percentage Rental shall remain in
full force and effect. Tenant shall not be entitled to any
compensation or damages from Landlord for loss of the use of the
whole or any part of the Demised Premises or Tenant's personal
property, or for any inconvenience or annoyance occasioned by such
damage, repair, reconstruction or restoration.
21. ASSIGNMENT AND SUBLETTING. Tenant shall not sublet or
assign this Lease without the prior written consent of Landlord.
Landlord shall not unreasonably withhold its consent to an
assignment or sublease to a proposed assignee or sublessee. In no
event shall Landlord be required to approve of any assignment or
sublease which would result in a violation of any other agreements
to which Landlord or the City of Palm Springs is a party and/or
which Landlord in its opinion believes would obstruct its efforts
to rename the Theater and/or to raise sufficient funds for the
renovation of the Theater and/or acquisition of fee title to the
Property and/or for which all of the following criteria are not
met: (a) The proposed assignee or sublessee has submitted to
Landlord financial statements showing that the proposed assignee's
or sublessee's financial condition, including net worth and
liquidity, is equal to or greater than Tenant's financial
condition; (b) the proposed assignee or sublessee is morally and
financially responsible; (c) Tenant is not in default in the
payment of rent or the performance of any obligations of Tenant
M\9423.3\L-THEATR.jb\RBS\091891 24 ----4
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dismissed within sixty (60) days after filing; or (viii) 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.
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 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 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:
a) The worth at the time of award of the unpaid
rental which had been earned at the time of termination;
b) 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; and
c) 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.
The "worth at the time of award" of the amounts referred
to in subparagraphs (i) , (ii) and (iii) above shall be computed by
allowing interest (or by discounting in the case of subparagraph
(iii) ) 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.
As used in this Lease "rental" shall include the Karen's
Korner Rental, if any, Percentage 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. All such sums, other than the
Karen's Korner Rental, shall be computed on the basis of the
average monthly amount thereof accruing during any preceding twelve
(12) month period selected by Landlord, except that if it becomes
necessary to compute such rental before such a twelve (12) month
period has occurred, then such rental shall be computed on the
basis of the average monthly amount hereof accruing during such
shorter period.
n
M\9423.3\L-THEATR.jb\RBS\081491 26
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under this Lease; and (d) the proposed assignee or sublessee, in
the Landlord's judgment, has adequate experience in the operation
of a theater similar to that located on the Demised Premises. Any
such assignment shall be subject to all of the terms and conditions
of this Lease, including, but not limited to, any restriction on
use and trade name pursuant to the provisions hereof, and the
proposed assignee or sublessee shall assume the obligations of
Tenant under this Lease in writing in form satisfactory to
Landlord. The proposed assignee or sublessee shall simultaneously
provide to Landlord an estoppel certificate in the form described
in Article 26 hereafter. Consent by Landlord to one assignment or
subletting shall not be deemed to be a consent to any subsequent
assignment or subletting. Any assignment or subletting without the
prior written consent of Landlord shall be void, shall constitute
a material breach of this Lease, and shall, at the option of
Landlord, terminate this Lease. Neither this Lease nor any
interest therein shall be assignable as to the interest of Tenant
by operation of law.
Landlord shall be under no obligation to consider a request
for Landlord's consent to an assignment or sublease until Tenant
shall have submitted in writing to Landlord a request for
Landlord's consent to such assignment or sublease, a history of the
proposed assignee's or sublessee's business experience and such
other information as required by Landlord to verify that the
criteria set forth herein are met.
22 . DEFAULT AND REMEDIES.
(a) Default by' Tenant. In addition to the defaults
described in Article 21 hereinabove, the occurrence of any one or
more of the following events shall constitute a default and breach
of this Lease by Tenant: (i) the failure to pay any rental or
other payment required hereunder to or on behalf of Landlord within
10 days after receiving notice from Landlord of Tenant's failure to
pay any such rental or other payment required hereunder at the time
or within the times herein specified for such payment; (ii) 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 ten (10) 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; (iii) the vacation or
abandonment of the Demised Premises by Tenant; (iv) the making by
Tenant of a general assignment for the benefit of creditors; (v)
the filing by Tenant of a voluntary petition in bankruptcy or the
adjudication of Tenant as a bankrupt; (vi) 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; (vii) the filing by any creditor
of Tenant of an involuntary petition in bankruptcy which i�s not
)
M\9423.3\L-THEATR.jb\RBS\081491 25 _ P'
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.
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 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.
(b) No Waiver. Acceptance of rental hereunder shall not
be deemed a waiver of any default or a waiver of any of Landlord's
remedies.
(c) 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,
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 the 30-day period and thereafter diligently
prosecutes the same to completion.
23 . 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 licensees, or may, at
the option of Landlord, operate as an assignment to it of any or
all of such subleases or subtenancies.
24 . OPENING DATE AND HOURS OF BUSINESS. Tenant shall open
the Theater for business on or before the date specified in the
Schedule for Performance attached hereto as Exhibit "Q" . Subject
to the provisions of Article 20 hereof, Tenant shall continuously
during the entire term hereof conduct and carry on Tenant's
business in the Demised Premises in a manner as is customary for
businesses of like character. Landlord and Tenant acknowledge that
Tenant shall make a good faith effort to schedule Events during the
hours and on the days shown on the "Master Calendar" (as described
in Article 32) .
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M 9423.3 L—THEATR. b RBS 081491 27
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25. FORCE MAJEURE. 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, however, nothing
in this Article 25 contained shall excuse Tenant from the prompt
payment of any rental required of Tenant hereunder.
26 . 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
twenty (20) days thereafter, to deliver such estoppel certificate
in the form attached hereto as Exhibit "I" addressed to any
existing or proposed mortgagee or proposed purchaser, and to the
Landlord. Landlord and such mortgagee and purchaser shall have the
right to rely on such estoppel certificate. If, as a result of a
proposed assignment of this Lease by Tenant, in accordance with the
terms of this Lease, an estoppel certificate shall be requested of
Landlord, Landlord agrees, within twenty (20) days thereafter, to
deliver such estoppel certificate in the form attached hereto as
Exhibit 11I-2" addressed to any existing or proposed assignee or
interested mortgagee, and to the Tenant. Tenant and such assignee
and mortgagee shall have the right to rely on such estoppel
certificate.
27 . CONDEMNATION. In the event a condemnation or transfer in
lieu thereof results in a taking of any substantial and/or material
portion of the Demised Premises Landlord or Tenant may, upon
written notice given to the other party within thirty (30) days
after such taking or transfer in lieu thereof, terminate this
Lease. In connection therewith, Landlord and Tenant acknowledge
that:
(a) Landlord (and/or the City of Palm Springs)
possesses the power to take the Demised Premises and
Karen's Korner through eminent domain proceedings;
(b) The business to be conducted by Tenant upon the
Demised Premises and Karen's Korner is unique and that if
Tenant must vacate the Demised Premises and Karen's
Korner, it will be extremely impractical, if not
impossible, for Tenant to operate its business elsewhere.
Therefore, upon such termination Tenant shall have the right to
claim and recover from the Landlord and/or the condemning authority
the greater of the following: C\�/
M\9423.3\L-THEATR.jb\RBs\081491 28.,1
i
(a) A sum equal to the fair market value of the business
conducted by Tenant upon the Demised Premises and Karen's
Korner as of the date the Lease is terminated pursuant to this
Article 27 (such sum shall include, but not be limited to, the
value of Tenant's leasehold, the value of all fixtures
installed by Tenant which cannot be removed without damage to
the fixtures or which Landlord and Tenant agree shall not be
removed, and the value of any goodwill established as of the
date of termination) ;
(b) An amount equal to the Buyout Amount which Landlord
would be obligated to pay to Tenant pursuant to paragraph (c)
of Article 20 if Landlord were to cancel this Lease due to
casualty damage during the same month in which the
condemnation (or transfer in lieu thereof) contemplated in
this Article 27 occurs.
If Landlord and Tenant fail to agree upon the fair market
value of Tenant's business, the dispute shall be submitted to,
and resolved by, binding arbitration.
28 . BUDGETS, PLANS AND OTHER EVENTS.
(a) On or before the date specified in the Schedule of
Performance, Tenant shall prepare and submit to Landlord for
approval an operating and production budget (the "Operating
Budget") covering the Initial Term, which budget shall set
forth a line item for all the costs and expenses to be
incurred during the Initial Term by Tenant in operating the
Theater, maintaining the Demised Premises (to the extent the
Tenant is required to do so) , producing the "Matinee
Performances" (as defined in Article 47) , engaging third-party
production companies and talent to conduct the "Evening
Performances" (as defined in Article 47) and operating the
Celebrity Gallery. The Operating Budget shall cover all costs
incurred for salaries and benefits of all theater staff;
including the technical director, any box office manager and
administrative secretary; administrative services; supplies;
institutional advertising and promotion; photographic
expenses; publications; contract services; postage;
travel, scenery and lighting. Tenant shall represent to
Landlord that the information contained in the Operating
Budget is a good-faith estimate of the items contained
therein. Landlord shall notify Tenant of its approval or
disapproval of the Operating Budget on or before the date
specified in the Schedule of Performance. Landlord' s approval
shall not be unreasonably withheld. If Landlord disapproves
of the Operating Budget, said notice shall contain Landlord's
objections and, if Landlord's objections are reasonable,
Tenant shall correct the same. Landlord shall approve the
revised Operating Budget within fifteen (15) days of receiving
M\9423.3\L-THEATR.jb\RBS\081491 29 - ., \�
x_
the same from Tenant.
(b) Tenant shall prepare and submit to Landlord for
approval a construction budget for the Improvements described
in Exhibit "C" (the "Construction Budget") on or before the
date specified in the Schedule of Performance. The
Construction Budget shall set forth a line item for all the
costs and expenses to be incurred by Tenant in connection with
such construction, including without limitation the costs of
performing the construction and installation of such
improvements, the costs of any licensed engineers, design
professionals and inspectors reasonably necessary to design
and inspect the Improvements and to process any applications
therefor, all permit fees, inspection fees and bond premiums
necessary to complete the work. The Construction Budget shall
also cover all costs and expenses required to be incurred by
Tenant in order to fixturize and equip the Demised Premises,
including the Karen's Korner. Tenant shall represent to
Landlord that the information contained in the Construction
Budget is a good-faith estimate of the items contained
therein. Landlord shall notify Tenant of its approval or
disapproval of the Construction Budget on or before the date
specified in the Schedule of Performance. Landlord's approval
shall not be unreasonably withheld. If Landlord disapproves
of the Construction Budget, said notice shall specifically
identify why Landlord disapproves of the Construction Budget.
If Landlord's disapproval is reasonable, Tenant shall revise
the Construction Budget and Landlord shall approve the revised
Construction Budget within fifteen (15) days of receiving the
same from Tenant.
(c) On or before the date specified in the Schedule of
Performance, Tenant shall, at Tenant's expense, cause to be
prepared and submitted to Landlord for approval (which
approval shall not be unreasonably withheld) , plans and
specifications and working drawings ("Plans") prepared by an
architect duly licensed in the State of California, showing in
detail the location and nature of the Improvements to be
constructed by Tenant as described in Exhibit "C" . Landlord
shall notify Tenant of its approval or disapproval of the
Plans on or before the date specified in the Schedule of
Performance. If Landlord disapproves of the Plans, said
notice to Tenant shall specifically describe why Landlord
disapproves of the Plans. If Landlord's disapproval is
reasonable, Tenant shall revise the Plans and Landlord shall
approve the revised Plans within fifteen (15) days of
receiving the same from Tenant. The approval by Landlord
hereunder shall not constitute an approval by the City of Palm
Springs or any representation that the plans and
specifications have been prepared in accordance with
applicable laws, regulations, rules and orders .
30
M\9423.3\L-THEATR.jb\RBS\081491 --
(d) On or before the date specified in the Schedule of
Performance, Landlord shall notify Louise's Pantry that its
right to use the Courtyard shall terminate 30 days after the
date of said notice.
(e) On or before the date specified in the Schedule of
Performance, Landlord shall exercise its right to cancel all
rights of Metropolitan Theaters Corporation ("Metropolitan")
to use the Demised Premises effective upon the date specified
in the Schedule of Performance. Landlord shall take any steps
necessary to insure that Metropolitan has vacated the Demised
Premises on or before the date specified in the Schedule of
Performance, leaving the Demised Premises vacant and ready for
occupancy by Tenant thereafter.
(f) On or before the date specified in the Schedule of
Performance, Landlord shall perform any and all work necessary
to insure that the electrical system which serves the Theater,
including, without limitation, the electrical wiring, conduits
and electrical outlets, is adequate to meet the electrical
demands of a "legitimate theater" , as defined in Article 1 (i) .
(g) Tenant shall obtain a policy of title insurance
insuring Tenant's subleasehold estate and appurtenant rights
as contemplated in this Lease.
(h) On or before the date specified in the Schedule of
Performance, Landlord and Tenant shall execute and record a
Memorandum of Sublease, in substantially the same form as
Exhibit "R" attached hereto and incorporated herein by this
reference.
29. PERFORMANCE BY TENANT. Tenant covenants with Landlord to
furnish its best skill and judgment and the services of its
organization and to cooperate with Landlord and to endeavor to
perform its duties and obligations under this Lease in an
efficient, expeditious, and economical manner, with the intent of
maximizing the "Gross Sales" which may be generated from the
operation of the Demised Premises, and in such a manner so as to
effect and promote the operation of the Theater as a first-class
theater. Tenant shall also cooperate with Landlord and with any
third party which may assist Landlord in its efforts to raise funds
for the renovation of the Theater and the acquisition of fee title
to the Property so as to maximize the donations which may result
from such efforts. In such regard, Landlord and Tenant further
agree to cooperate with each other to make any modifications to
this Lease consistent with the intentions of the parties as
expressed herein, which may be reasonably requested by Donor, the
McMillion Group and/or any other third party, which may assist
Landlord in its efforts to rename the Theater and/or to raise
sufficient funds for the renovation of the Theater and the
M\9423.3\L-THEATR.jb\RBS\081491 31 ' '
acquisition of fee title to the Property. Tenant agrees to meet
with Landlord from time to time to discuss and develop possible
changes to the types of events and performances to be shown at the
Theater.
30. EMPLOY PERSONNEL. Tenant shall provide adequate and
experienced personnel to perform the duties and obligations of
Tenant as described in this Lease. Tenant's representative who
will have the primary day-to-day responsibility for the operation
of the Demised Premises shall be Riff Markowitz , or any appropriate
officer of the general partner of the Tenant ("Responsible Party") .
The Responsible Party shall be responsible for hiring, supervising
and training all of Tenant's employees and staff members performing
services relating to the Theater. All such personnel shall be
employees or independent contractors of Tenant and not of Landlord.
Such employees shall include without limitation stage hands,
electricians, sound technicians, carpenters, spotlight operators,
grips, a box office manager and technical director. Employees of
Tenant who are responsible for or who have access to money shall be
bonded in the amount of One Hundred Thousand Dollars ($100, 000 . 00)
by a fidelity bond company acceptable to Landlord at the expense of
Tenant. Evidence of such bonding will be supplied to Landlord
prior to the date specified in the Schedule of Performance.
31. LICENSE AGREEMENTS. Notwithstanding anything to the
contrary contained in Article 21 of this Lease, Tenant may license
the use of the Theater to third parties on a temporary basis solely
for the purpose of conducting an Event, subject to the satisfaction
of the following conditions:
(a) The license agreement to be entered into between
Tenant, as licensor, and the licensee shall be in the form
attached hereto as Exhibit "J" (the "License Agreement") and
shall be subject only to such modifications, deletions and/or
strike-outs as are approved by Landlord, such approval not to
be unreasonably withheld.
(b) The nature of the Event shall be consistent with the
terms of this Lease and with the restrictions set forth herein
and the License Agreement and shall otherwise be subject to
the approval of Landlord.
32 . MASTER CALENDAR. Tenant shall maintain a calendar of all
of the Events scheduled for the Theater (the "Master Calendar") and
shall make the same available for inspection by Landlord and the
general public during regular business days and hours. The Master
Calendar shall be updated by Tenant no less frequently than monthly
and shall reflect all of the Events for which the use of the
Theater has been licensed in accordance with the terms of Article
31 above.
M 9423.3 L-THEATR. b RBS 081491 32 f^ k,, 1
33 . ADVERTISING. Tenant shall promote the Events within the
Theater through advertising, marketing and public relations
programs. Tenant shall cause the Responsible Party to interact and
correspond with Landlord, the City of Palm Springs, and upon the
request of Landlord, public and private agencies, third party
donors and any endowment board for the Theater which may hereafter
be formed in an effort to promote the usage of the Theater and the
Gross Sales generated thereby. Tenant shall not use Landlord's
name, Donor's name or the name of any third party which may assist
Landlord in its efforts to raise funds to renovate the Theater
and/or acquire fee title to the Property in any such advertising or
promotion without Landlord's consent; provided, however, that in
the event the Theater is renamed in connection with Landlord and
the Donor's efforts to raise funds to renovate or acquire the
Theater, this restriction shall not prevent Tenant from using the
name of the Theater in its advertising or promotion. Tenant shall
periodically meet Landlord upon Landlord's request, and shall have
a marketing plan for review and comment by Landlord. Tenant shall
spend not less than the amount indicated on the line item for
advertising shown on the Budget approved by Landlord during the
Initial Term.
34 . RESERVATION OF LANDLORD'S USE OF DEMISED PREMISES AND
EQUIPMENT.
(a) Use on Unscheduled Days on Thirty (30) Days Notice.
Landlord reserves the exclusive right to use the Demised
Premises and the Equipment on any date for which the use of
the Theater has not previously been scheduled on the Master
Calendar thirty (30) days prior thereto for the purpose of
conducting an Event, permitting the City of Palm Springs,
Donor and/or any other third party which may be assisting
Landlord in its efforts to raise funds for the renovation of
the Theater and/or acquisition of fee title to the Property to
use the Theater for the purpose of conducting an Event. Any
party using the Demised Premises pursuant to this Article 34
shall be required to enter into a license agreement with
Tenant in substantially the same form as the License Agreement
attached as Exhibit "J". The License Agreement shall provide
that Landlord, the City of Palm Springs, Donor or third party
pay to Tenant only those expenses actually incurred by Tenant
by reason of such use by Landlord, the City of Palm Springs,
Donor or other third party of the Demised Premises (excluding
management expenses, overhead, tax accounting expenses and
legal expenses) and no other expenses or charges.
(b) Use for Particular Events. Additionally, Landlord
hereby reserves the exclusive right to use the Demised
Premises and the Equipment on the dates described in the
attached Exhibit "K" during the Initial Term. No later than
M\9423.3\L-THEATR.jb\RBS\081491 33
ninety (90) days prior to each and every Extended Term, if
any, Landlord shall notify Tenant in writing of the dates upon
which the Events described on Exhibit "K" have been scheduled
during such Extended Term, and Landlord shall have the right
to use the Demised Premises on said dates for the purpose of
conducting or permitting such described Events to be conducted
unless Tenant has already scheduled the use of the Theater on
any such dates at the time Landlord notifies Tenant in writing
of such dates. No later than ten days after receiving
Landlord's notice of such preferred dates, Tenant shall notify
Landlord in writing of such dates on which Tenant has
previously scheduled the use of the Theater. No later than
ten days thereafter, Landlord and Tenant shall meet for the
purpose of resolving any conflicts concerning the dates on
which both parties desire to use and/or license the use of the
Demised Premises. Landlord's use of the Demised Premises and
the expenses and/or charges to be paid by Landlord shall be
governed by a License Agreement to be entered into between
Landlord and Tenant, as described in Article 34 (a) .
(c) Use for Fund-raising Activities. on or before June
1, of each calendar year, Landlord shall notify Tenant of the
dates upon which Landlord, the City, Donor and/or any other
third party which may assist Landlord in its efforts to raise
funds for the renovation of the Theater and/or acquisition of
fee title to the Property desires to obtain the exclusive
right to use the Demised Premises for the purpose of
conducting an Event during the "Season" (as hereinafter
defined) . No later than ten (10) days thereafter, Tenant
shall notify Landlord in writing of such dates, if any, on
which Tenant has previously scheduled the use of the Theater.
No later than ten (10) days thereafter, Landlord and Tenant
shall meet for the purpose of scheduling the use of the
Demised Premises on the Master Calendar and resolving any
conflicts concerning the date(s) on which both parties desire
to use and/or license the use of the Demised Premises. Any
dates which Landlord notifies Tenant of its desire to use (or
to schedule on behalf of City, Donor and/or any such third
party) and which have not been previously scheduled by Tenant
on the Master Calendar shall be scheduled on the Master
Calendar by Tenant and reserved exclusively for Landlord. The
use of the Demised Premises by Landlord, the City, the Donor
and/or any other third party pursuant to this paragraph C of
Article 34, and the expenses and charges to be paid by such
party, shall be governed by a License Agreement to be entered
into between such party and Tenant, as described in Article
34A. Notwithstanding anything to the contrary contained in
this Lease, Landlord, the City, Donor and/or any other third
party will not be permitted to use the Demised Premises for an
unreasonable number of days during any calendar year in their
efforts to raise funds for the renovation of the Theater
and/or the acquisition of fee title to the Property.
M\9423.3\L-THEATR.jb\RBS\081491 34 '
e rn /1�y
35 . RULES AND REGULATIONS. Attached hereto as Exhibit "L"
are the Rules and Regulations adopted by Landlord and Tenant for
the operation of the Theater. In the event of any conflict between
such Rules and Regulations and this Lease, this Lease shall
control. From time to time, Tenant may submit to Landlord for
approval modifications to the Rules and Regulations, which approval
shall not be unreasonably withheld. Tenant shall cause all
persons, including all licensees and concessionaires, using the
Demised Premises and the Theater, to comply with the Rules and
Regulations.
36 . OPERATION OF BOX OFFICE. Tenant shall maintain or cause
to be maintained and operated a box office on the Demised Premises
for the sale of tickets for all Events held in the Theater, or any
portion thereof, to which admission is regulated by the delivery of
a ticket. Tenant shall cause the box office to interface its
operations with commercially-owned-and-operated computerized ticket
companies. Tenant may charge its licensees a reasonable service
charge for providing box office services, including, if applicable,
charges for the printing of tickets, phone, credit card or mail
service. Notwithstanding anything to the contrary contained in
Article 5 of this Lease, those revenues from the sale of tickets
which are required under the terms of any License Agreement to be
paid to a licensee other than Tenant or any of its Affiliates shall
be excluded from Gross Sales.
37 . EXPANSION OF THE DEMISED PREMISES. Tenant desires that
the Demised Premises include that portion of the Property adjacent
to the Demised Premises depicted on the map attached hereto as
Exhibit "M" and commonly known as 132 South Palm Canyon Drive and
legally described in the attached Exhibit "N" ("Karen's Korner") ,
together with the right to use the Courtyard for the purpose of
carrying on Tenant's business during the term of this Lease.
Landlord and Tenant each acknowledge that Karen's Korner is
currently subject to the terms of a lease agreement (the "Existing
Lease") , the terms of which may be terminated after July 31, 1991,
by Landlord providing thirty (30) days prior written notice to the
tenant thereunder. Landlord shall send such written notice to the
Tenant under the Existing Lease on or before the date specified in
the Schedule of Performance indicating that the Existing Lease
shall terminate effective thirty (30) days after the date of said
notice. Upon the termination of the Existing Lease and the
vacation by such tenant from Karen's Korner, Landlord shall perform
any work necessary to put Karen's Korner in broom-clean condition.
Such work shall be performed and completed by Landlord on or before
the date specified in the Schedule of Performance. Tenant shall
then submit plans pertaining to the renovation of Karen's Korner to
Landlord and shall perform such renovation in accordance with
Article 43 . The date upon which Tenant shall be obligated to pay
f wr,
M\9423.3\L-THEATR.jb\RBS\081491 35
Karen's Korner Rental (as hereinafter defined) and upon which
Karen's Korner shall become part of the Demised Premises, shall be
the date upon which Tenant has completed the Improvements to
Karen's Korner which are described in Exhibit "C" and has commenced
business in Karen's Korner (the "Karen's Korner Commencement
Date") . The term of Tenant's Lease with respect to Karen's Korner
shall be the remaining term for the Demised Premises, together with
any extensions thereof.
38 . CALCULATION OF MONTHLY RENT ATTRIBUTABLE TO KAREN'S
KORNER. The monthly rental attributable to Karen's Korner (the
"Karen's Korner Rental") shall be an amount equal to ONE THOUSAND
FOUR HUNDRED TWENTY-FIVE DOLLARS ($1, 425. 00) and shall be payable
in advance on the first day of each calendar month. Should the
Karen's Korner Rental Commencement Date occur other than on the
first day of the calendar month, the Karen's Korner Rental shall be
prorated and the proportionate amount of such Karen's Korner Rental
due for such partial calendar month shall be due and payable on the
first day of the full calendar month following the Karen's Korner
Rental Commencement Date.
39. ADJUSTMENT TO KAREN'S KORNER RENTAL. On each anniversary
of the Karen's Korner Rental Commencement Date, the Karen's Korner
Rental shall be adjusted in proportions to changes in the Consumer
Price Index, but in no event shall the Karen' s Korner Rental be
reduced to an amount less than that effective immediately preceding
such adjustment. The Karen's Korner Rental payable by Tenant each
month during the previous Lease Year shall be multiplied by a
fraction, the numerator of which is the value of the Consumer Price
Index for the calendar month three (3) months preceding the then
anniversary of the Karen's Korner Rental Commencement Date and the
denominator of which is the value of the Consumer Price Index for
the same calendar month immediately prior to the Karen's Korner
Rental Commencement Date, or the prior anniversary of the Karen's
Korner Rental Commencement Date, as the case may be.
40. INCREASE IN SECURITY DEPOSIT AND INSURANCE CERTIFICATE.
Within three (3) days of the Karen's Korner Rental Commencement
Date, Tenant shall deliver to Landlord (a) the additional sum of
TWO THOUSAND NINE HUNDRED DOLLARS ($2 , 900. 00) as an increase in the
security deposit held by Landlord in accordance with Article 5 and
(b) Certificates of Insurance or insurance binders for insurance
required by Article 13 relating to Karen's Korner.
41. USE OF KAREN'S KORNER. Notwithstanding anything to the
contrary contained in Article 1 or Article 3 , or Article 9 , Karen's
Korner shall be used solely for the purpose of operating an
imprimatur gift shop and food service emporium in/on Karen's Korner
M\9423.3\L—THEATR.jb\RBS\O81491 36 riI,',goi,i, 1 ' r,
and in the Courtyard, under the trade name of "Pop's" , and for no
other use or purpose.
42 . CONSTRUCTION OF KAREN'S KORNER. Tenant, at its sole cost
and expense, shall construct, install and timely complete on a
lien-free basis those improvements to Karen's Korner which are
described in Exhibit "C".
43 . APPROVAL BY LANDLORD OF PLANS FOR KAREN'S KORNER. Prior
to commencing any work of construction, Tenant, at its sole cost
and expense, shall cause to be prepared and submitted to Landlord
a site plan showing the location and nature of the improvements to
be constructed by Tenant within the Karen's Korner, together with
preliminary plans and specifications for such work, prepared by an
architect duly licensed in the State of California, for Landlord's
approval, which approval shall not be unreasonably withheld.
Tenant shall submit such plans to Landlord within 14 days after
Landlord delivers Karen's Korner to Tenant in broom-clean
condition. Landlord shall have fourteen (14) days from its receipt
thereof to approve or disapprove the site plan and the preliminary
plans. In the event of any disapproval, Landlord shall specify the
reasons therefor. Within thirty (30) days of receipt of Landlord's
approval or disapproval of the preliminary plans, Tenant shall
supply Landlord with complete, final and detailed plans and
specifications for the Karen's Korner consistent with the
preliminary plans approved by Landlord and prepared by Tenant's
architect. Promptly following the approval by Landlord of the
final plans and specifications and working drawings, Tenant shall
submit the same to all 'appropriate governmental agencies for
approval. The approval by Landlord hereunder shall not constitute
an approval by the City of Palm Springs or any representation that
the plans have been prepared in accordance with applicable laws,
regulations, rules and orders. Any modifications required by any
governmental agency as a condition to its approval of the same,
shall also be subject to Landlord's approval. Tenant shall
promptly commence with the construction of the Karen's Korner
Improvements upon receiving all necessary approvals of the plans
and specifications from the City and from Landlord.
44 . CONSTRUCTION. Tenant, at its own cost, shall procure and
pay for the building permits and all other governmental approvals
needed to undertake construction of the improvements to Karen's
Korner in accordance with the final plans and specifications
approved by Landlord. Within fourteen (14) days following Tenant' s
obtaining such permits, Tenant shall commence construction of such
improvements. All such improvements shall be constructed in a good
and workmanlike manner and in conformance with the plans and
specifications approved by Landlord and all appropriate
governmental authorities. During the course of construction,
M\9423.3\L-THEATR.jb\RBS\081491 37 �",�. �
Landlord and its authorized representatives may, but are not
obligated to, enter Karen's Korner to inspect the construction in
progress and to ensure themselves that the work is proceeding in
accordance with the plans and specifications. If during such
inspections, Landlord should discover that deviations from the
plans and specifications are occurring in the construction,
Landlord may promptly notify Tenant of the same, specifying in
detail the deviations observed and Tenant shall cause such
deviations to be remedied within a reasonable period of time. Any
and all improvements which are made by Tenant to Karen's Korner,
subject to the provisions of Article 45, shall remain a part of the
Demised Premises and shall be surrendered therewith at the end of
the term hereof or sooner termination of this Lease.
45. TRADE FIXTURES. Tenant shall, at its own cost and
expense, install and equip the Demised Premises (including Karen's
Korner if, and when, it is made a part of the Demised Premises) ,
with all furniture, fixtures, trade fixtures, equipment and
personal property reasonably required for the operation of Tenant's
business. Any and all fixtures and appurtenances installed by
Tenant shall conform with the requirements of all municipal, state,
federal, and governmental authorities including requirements
pertaining to the health, welfare, or safety of employees or the
public. All furniture and fixtures installed by Tenant shall
remain the property of Tenant during the term of this Lease
provided that Tenant shall not be entitled to remove any fixtures
including, without limitation, heating, security systems,
ventilation, air-conditioning ducts, compressors, equipment and
systems, lighting fixtures, electrical systems, bathroom fixtures
and booths during the term hereof without Landlord's prior written
consent, which consent may be withheld or granted in Landlord's
sole discretion. All trade fixtures and equipment installed by
Tenant in the Demised Premises and/or Karen's Korner shall be of
first class operating state, as determined by Landlord, and of good
quality. On the expiration of the term of this Lease or upon any
earlier termination hereof, Tenant shall remove at its own expense
all trade fixtures, equipment and personal property upon the
Demised Premises and/or Karen's Korner, provided that if Tenant is
in default, Landlord may prohibit such removal by notice in writing
to Tenant. If, at the end of the Lease Term or earlier termination
as is herein provided, Tenant has left any merchandise, furniture,
equipment, signs, trade fixtures or other personal property in or
about the Demised Premises, Landlord may give Tenant written notice
to remove such property. In the event such property is not removed
within ten (10) days of the date of said notice, Landlord may
dispose of said property in any manner whatsoever and Tenant hereby
waives any claim or right to said property or any proceeds derived
from the sale thereof. Any damage to the Demised Premises or
Karen's Korner resulting from the installation or removal of any of
said trade fixtures or equipment shall be repaired by or at the
cost of Tenant.
M\9423.3\L-THEATR.jb\RBS\081491 38Vi"Vi-{ejll
ili'J hr Pr` �I"C';PP4P
46. NOTICE AND NON-RESPONSIBILITY. Prior to commencing any
work of improvement hereunder, Tenant shall notify Landlord so that
Landlord can post and record an appropriate Notice of Non-
responsibility.
47 . MINIMUM EVENTS TO BE CONDUCTED WITHIN THEATER. Tenant
shall cause the following Events to be conducted from the Theater
during the term of this Lease:
(a) The minimum number of Matinee Theater Performances
during the Initial Term shall be sixteen (16) ;
(b) The minimum number of Evening Performances during
the Initial Term shall be fifteen (15) ;
(c) The minimum number of Matinee Performances during
each Extension Term shall be thirty-two (32) ;
(d) The minimum number of Evening Performances during
each Extension Term shall be thirty (30) .
The term "Evening Performance" as used herein shall mean any
operation of the Theater during the evening hours. The term
"Matinee Performance" shall mean any operation of the Theater
during the daytime hours.
48 . "PAPERING" THE THEATER. Without Landlord's approval,
Tenant shall be permitted to "paper" the Theater or distribute
without charge not more than ten (10) unsold tickets for such Event
in order to fill the seats within the Theater on the day or evening
of such Event. In the event Tenant desires to "paper" in excess of
ten (10) or more unsold tickets for such Event, it may do so only
with Landlord's approval, which approval shall not be unreasonably
withheld. Tickets given to non-profit organizations shall not be
counted for purposes of this limitation, so long as Tenant
specifically marks such tickets in a manner which clearly
identifies them as free tickets.
49 . EQUIPMENT. During the term of this Lease, Tenant shall
store the equipment described in the attached Exhibit 110" owned by
Landlord ("Equipment") as an accommodation to Landlord. Tenant
shall have the right to use such Equipment in connection with the
operation of the Theater. Upon the expiration or earlier
termination of this Lease, Tenant shall return the Equipment to
Landlord in good condition, repair and working order, ordinary wear
and tear resulting from the proper use thereof alone excepted.
M\9423.3\L-THEATR.jb\RBS\081491 39 V
pp rr �o)i C pp
50. TITLE TO THE EQUIPMENT. Title to the Equipment hereunder
shall remain in Landlord. Landlord shall be permitted to display
its ownership by affixing to the Equipment or any item thereof, on
an identification plate, label or other marking stating that the
Equipment is owned by Landlord.
51. REMOVAL AND INSPECTION. Landlord shall have the right at
all times during regular business hours to enter the Demised
Premises in order to inspect the Equipment. The Equipment shall
not be removed from the Demised Premises without the prior written
consent of Landlord.
52 . ALTERATIONS. Tenant shall have the right to make
alterations, additions or improvements to the Equipment with
Landlord's prior written consent. Any additions and improvements
of whatever kind or nature made to the Equipment shall immediately
become the property of Landlord and subject to the terms of this
Lease.
53 . LOSS AND DAMAGE. Landlord shall bear all risk of loss or
damage to the Equipment from any cause whatsoever, whether or not
insured, except to the extent such loss or damage is caused by the
negligence or willful misconduct of Tenant. Landlord shall, at its
own expense, keep the Equipment insured in the same manner as
Tenant is required to insure Tenant's personal property pursuant to
Section 13 (b) .
54 . TAXES. Landlord shall pay all sales taxes, use taxes,
excise taxes, personal property taxes and ad valorem taxes,
assessments and all other governmental charges, fee, fines or
penalties, whether payable by Landlord or Tenant or others relating
to the Equipment or the use registration, rental, shipment,
transportation, delivery or operation thereof, other than federal
or state income and franchise taxes of Landlord, and Tenant shall
file all returns required therefor and furnish copies thereof to
Landlord.
55. ADDITIONAL REMEDIES RELATING TO EQUIPMENT. Upon the
default by Tenant of any term of this Lease, in addition to any
other remedies available to Landlord under Article 22 , Landlord
may, without notice to or demand upon Tenant, enter in the Demised
Premises and repossess all or any portion of the Equipment,
disconnecting and separating it from any and all other property and
using all force necessary or permitted by applicable law, and elect
any of the following: (a) lease the same or any portion thereof,
for such period, rental and to such persons as Landlord shall elect
and apply the proceeds of any such leasing, after deducting all
M\9423.3\L-THEATR.jb\RBS\081491 40
rluUi,!i!�JC'viL �'�'l�sUhf"Ih''.i'AV �
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costs and expenses incurred in connection with the recovery,
repair, storage and leasing of the Equipment in payment of the rent
and other obligations due from Tenant to Landlord hereunder, with
Tenant remaining responsible for any deficiency or (b) sell the
Equipment or any portion thereof at public or private sale and
without demand or notice of intention to sell and apply the
proceeds of any such sale, after deducting all costs and expenses
incurred in connection with the recovery, repair, storage and sale
of the Equipment and any rentals and other obligations of Tenant
then due hereunder against the "stipulated loss value" indicated on
Exhibit 'loll of the Equipment sold. If the proceeds, after the
permitted deductions, are less than the stipulated loss value,
Tenant shall immediately pay Landlord the difference.
56 . ACCOUNTING. Tenant shall send to Landlord quarterly
during the Initial Term an accounting of all of the costs and
expenses actually incurred by Tenant which relate to the items set
forth in the Operating Budget and the Construction Budget.
57 . QUIET ENJOYMENT. Landlord represents and warrants that
this Lease does not violate any provision of the Master Lease and
that no provisions of this Lease are in conflict with any of the
provisions of the Master Lease. If this Lease terminates as a
result of Landlord's being in default of any of its obligations
under the Master Lease, Landlord shall be liable to Tenant for all
damages Tenant has suffered as a result of the termination,
including, without limitation, all costs and expenses incurred by
Tenant in constructing the Improvements described in Exhibit "C".
If Landlord is given the right under the Master Lease to terminate
the Master Lease for any reason, (e.g. , in case of damage or
destruction) , Tenant shall have the right, in its sole discretion,
to determine whether it wishes to have the Master Lease terminated.
If Tenant elects to have the Master Lease terminated, Tenant shall
terminate this Lease and Landlord shall in turn terminate the
Master Lease. As long as Tenant is not in default under any
provision of this Lease, Landlord shall be obligated to perform all
of its obligations under the Master Lease, and during the term of
this Lease Tenant shall have quiet enjoyment of the Demised
Premises. Any renovation work performed by Landlord to the Demised
Premises (including Karen's Korner) shall not unreasonably
interfere with the business being operated by Tenant on the Demised
Premises. If reasonably possible, any such restoration work shall
be performed by Landlord during the months of July through
September.
58. COMPLIANCE WITH STATE AND LOCAL LAWS. Landlord shall be
responsible for taking any and all steps necessary, at its sole
cost and expense, to comply with any state and local laws or
regulations which may apply to the lease or sale of the Demised
M\9423.3\L-THEATR.jb\RBS\081491 41
11�.
fir
Premises, Karen's Korner or any other portion of the Property,
including, but not limited to, the Subdivision Map Act (Gov. Code
Sections 66410, et seq. ) . Landlord shall indemnify Tenant from any
and all costs or liabilities incurred by Tenant due to Landlord's
failure to comply with such laws and regulations.
59 . BUDGET. Tenant hereby guarantees that the total costs
and expenses to be incurred by Tenant during the Initial Term,
shall not be less than the total costs and expenses specified for
the Initial Term as set forth in the Operating Budget approved by
Landlord pursuant to Article 28 (a) . Tenant hereby guarantees that
the costs and expenses to be incurred by Tenant for construction of
the Improvements shall not be less than the total costs and
expenses set forth in the Construction Budget approved by Landlord
pursuant to Article 28B. Tenant reserves the right to reallocate
funds amongst the various line items identified in each Budget as
tenant deems appropriate. Tenant shall send quarterly reports to
Landlord during the Initial Term, accounting for the costs and
expenses actually incurred by Tenant with respect to the Operating
Budget and Construction Budget items.
60 . SCHEDULE OF PERFORMANCE. Unless agreed upon otherwise in
writing by Landlord and Tenant, the failure or delay by either
party to perform any of their respective obligations as indicated
in the Schedule of Performance, on or before the date specified in
the Schedule of Performance, shall constitute a default under this
Agreement. The injured party shall give written notice of such
default to the party in default, specifying the default complained
of by the injured party. The injured party may not institute
proceedings against the party in default until fifteen (15) days
after giving such notice. Failure or delay in giving such notice
shall not constitute a waiver of any default, nor shall it change
the time of default. Any failure or delay by either party in
asserting any of its right or remedies as to any default shall not
operate as a waiver of any default or of any such rights or
remedies or deprive such party of its right to institute and
maintain any actions or proceedings which it may deem necessary to
protect, assert or enforce any such rights or remedies.
61. MISCELLANEOUS.
(a) 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.
M\9423.3\L—THEATR.jb\RBS\081491 42
.ref
(b) 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.
(c) 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.
(d) No oral Agreements . This Lease covers in full each
and every agreement of every kind or nature whatsoever between the
parties hereto concerning this Lease, and all preliminary
negotiations and agreements of whatsoever kind or nature are merged
herein, and there are no oral agreements. Tenant acknowledges that
no representations or warranties of any kind or nature not
specifically set forth herein have been made by Landlord or its
agents or representatives.
(e) 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.
(f) Time. Time is of the essence of this Lease.
(g) Consistency. Each provision herein shall be
interpreted so as to be consistent with every other provision.
(h) 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.
(i) 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
M\9423.3\L-THEATR.jb\RBS\081491 43
0 0
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, licensing, 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,
licensees or vendees in the Demised Premises. All deeds, leases or
contracts entered into by Tenant shall contain or be subject to
substantially the following nondiscrimination or non-segregation
clauses:
(i) Deeds. In deeds the following language shall
appear: "The grantee herein covenants by and for himself or
herself, his or her heirs, executors, administrators and
assigns, and all persons claiming under or through them, that
there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed,
religion, sex, sexual preference, marital status, national
origin or ancestry in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of the premises herein
conveyed, nor shall the grantee, or any person claiming under
or through, him or her, 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, subtenants, sublessees or vendees in the
premises herein conveyed. The foregoing covenants shall run
with the land. "
(ii) Leases. In leases the following language
shall appear: "The lessee herein covenants by and for himself
or herself, his or her heirs, executors, administrators and
assigns, and all persons claiming under or through him or her,
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, color, creed, religion, sex, sexual
preference, marital status, national origin or ancestry, in
the leasing, subleasing, transferring, use, occupancy, tenure
or enjoyment of the premises herein leased nor shall the
lessee, or any person claiming under or through him or her,
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 herein
leased. "
(iii) contracts. Any contracts which Tenant or
Tenant's heirs, executors, administrators, or assigns propose
to enter into relating to the sale, transfer, or leasing of
M\9423.3\L-THEATR.jb\RB8\081491 44
0 0
the Demised Premises shall contain a nondiscrimination and
non-segregation clause substantially as set forth in Section
602 and in this section. Such contracts shall provide that
such clause shall be binding upon and shall obligate the
contracting party and any subcontracting party or transferee
under the instrument.
(j) 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
as specified in Article 1 (j) . Either party may change the address
set forth in Article 1 (j ) 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.
(k) 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 monthly
rental equal to one hundred fifty percent (150%) of the normal
percentage rental and Karen's Kerner Rental and upon terms and
conditions as existed during the last year of the term hereof.
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.
COMM TY REDEVEL ME �ENCY OF THE CITY
OF P LM N S
By:
Ci y anager/E ecutive Director 7,
"LANDLORD"
ATTEST:
Ci y Clerk /Assistant Secretary—
REVIEWED AND APPROVED
City A �rney
AGEf fit:)`/ BY IRESo HO.�✓.:�.� ' //��
M\9423.3\L—THEATR.jb\RBS\081491 45fl'ijb;`'�I,
The Partnership for the Gr sl e
Arts , L.P. , a California limited
partnership
By: The Rifael Corp. , a California
corporation
Its: General Partner
BY: .�
Riff Markowitz, Pre`si3ent
46
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
PARCEL ll
THAT PORTION OF BLOCK 27 OF FALK SPRINGS, AS SHOWN BY MAP ON FILE
IN BOOR 9 PAGE 432 Or MAPS, RECORDS Or SAN DIEGO COUNTY,
CALIFORNIA, USSCRISSO as FOLLOWS:
BEGIWNIIIG AT a POUR ON TIE WEST LINE Or SAID BLOCK 27 THAT BEARS
SOUTH 00 DEGREES OB' EAST, A DISTANCE Or 114 FEET, rRON Tom
NORTHMEST CORNER TBi11EOF;
TRJDW CONTINUING SOUTH 00 DEGREES OS' EAST ALONG SAID WEST LIME,
a DISTANCE Or 61.70 FEET;
THENCE WORTH 89 DEGREES 52' EAST AND PARALLEL WITH THE NORTH LIME
or SAID BLOCK 27, A DISTANCE OF 57.60 FEET;
T 9 SOUTH 00 DEOREiS 06' EAST AND PARALLEL WITH SAID WEST
LIME, a DISTANCE Or 7.10 FEET;
THENCE MONTH 69 DEGREES 52' EAST AND PARALLEL WITH SAID NORTH
LIM A DISTANCE OF 55 FEAT;
THENCE SOUTH 00 DEGREES OS' EAST AM PARALLEL WITH SAID WEST
LINE, a DISTANCE Or 0.47 FEET;
TERMS NORTH 89 DEGREES 52' EAST AND PARALLEL WITH SAID NORTH
LIME, A DISTANCE Or 59 PIET;
TREMCB NORTH 00 DEGREES 06' WEST AND PARALLEL WITH SAID WEST
LINE, a DISTANCE OF 0.47 FEE?;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITH SAID NORTH
LINE, a DISTANCE Or 44.5E FEET;
THENCE NORTH 00 DEGREES 06' WEST AND PARALLEL WITH SAID WEST
LINE, A DISTANCE Or 47.45 FEET;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITH SAID NORTH
LINE, a DISTANCE OF 4.4E FEET;
THENCE NORTH 00 DEGREES OS' WEST AND PARALLEL WITH SAID WEST
LINE, A DISTANCE Or 4.75 FEET;
THENCE SOUTH 69 DEGREES 52' WEST AND PARALLEL WITH SAID NORTH
LINE, A DISTANCE OF 4.45 FEET;
THENCE NORTH 00 DEGREES 08' WEST AND PARALLEL WITH SAID WEST
LINK, A DISTANCE Or 16.57 FEES; °
THENCE BOU= 69 DEGREES 32, WEST AND PARALLEL WITH SAID NORTH
LINE 216.3E FEET, TO THE POINT Or BEGINNING.
PARCEL 2;
A RIGHT Or WAY FOR INGRESS AM EGRESS OVER THAT PORTION OF BLOCK
27 Or PALM SPRINGS, AS SHOWN BY NAF ON FILE IN BOON 9 PAGE 432 OF
MAPS, RECORDS or SAN DIEGO COUNTY, CALIFORNIA, DESCRIBED AS
FOLLOWBs
COMMENCING AT A POINT ON THE WEST LINE OF SAID BLOCK 27 THAT
BEARS SOUTH 00 DEGREES 06' EAST, A DISTANCE Or 175.70 rn?, ram
THH NORTHWEST CORNER THEREOr;
?MUCH NORTH 69 DEGREES 52' EAST, A DISTANCE Or 37.60 FEET;
TRIMS BOOTH 00 DEGREES 08' RUM Alm PARALLEL WITH SAID WEST LIME
7.10 FO!;T;
VICE MONTH 69 DEGREES 52' EAST Alm PARALLEL WITH THE NORTH LINE
OF SLOCV 27, A DISTANCE OF 55 FEET;
TRIMS SOUTH 00 DEGREES OB' zr rS C ,., u'STIIY';
TERMS NORTH 69 DEGREES $2' EAST AND PARALLEL WITS SAID NORTH
Li81H, 25,79 FEAT, TO THE TRUE POINT Or BEGINNING;
THINGS SOUTH 00 DEGREES 06' EAST, AND PARALLEL WITH THE SAID WEST
LIMB, 105.50 rm;
THONGS BOOTH 69 DCOREEB 52' WEST, A DISTANCE OF 136.53 TEST, TO
"M WEST LIMi Or BALD BLOCK 27;
THENCH SOUTH 00 DLOREZS OS' EAST, A DISTANCE OF 7 FEET, ALONG
SAID WEST LIME;
THEME MONTH 69 DSORM 52' EAST AND PARALLEL WITH SAID WORTH
LINE A DISTANCE Or 290.50 FEET;
TIMMS MONTH 00 DSM= 06' WZVT ALONG THE KUT LINE Or SAID
BLOCK 27, A DISTANCE OF 7 FEET;
TRENCH SOUTH 69 DEGREES 52' WEST, A DISTANCE Or 144.95 FEET;
EXHIBIT "A"
TO LEASE
Page 1 of 2
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
THENCE NORTH 00 DEGREES 08' NEST, END PARALLEL WITH EEID MEET
LINE, 105.50 FEET, TO A POINT ON THE SOUTH MALL OF PLAZA THEATRE
BUILDING;
THENCE SOUTH 39 DEGREES 32' WEST ALONG SAID MALL, 7 FEET TO THE
TRUE POINT Or BEOINNING.
PARCEL 3.
AN EASEMENT FOR INGRESS AND EGRETS OF PEDESTRIANS, EQUIPMENT AND
VEHICLES TO AND FROM PARCEL 1 RERUN DESCRIBED, OVER THAT PORTION
OF BLOCK 27 OF PALM SPRINGS, AS SHOWN BY MAP ON FILE IN BOOK 9
PAGE 432 OF MAPS, RECORDS Or SAN DIM COUNTY, CALIFORNIA,
DESCRIBED AS FOLLOWS:
COMMZNCING AT E POUR ON THE WEST LINE Or SAID BLOCK 27 THiT
BEARS SOUTH 00 DEGREES 08' EAST, A DISTANCE Or 114 FEET, FROM THE
NORTHWZST CORMER THEREOF;
THENCE NORTH 89 DEGREES 52' EAST AND PARALLEL WITS THE NORTH LINE
Or SAID BLOCK 27, A DISTANCE Or 216.38 FEET, TO THE TRUE POINT Or
BEGINNING;
THENCE CONTINUING NORTH 39 DEGREES 52' EAST AND PARA"ZL WITH
SAID NORTH LIAR, A DISTANCE OF 74.12 FEET, MORE OR LESS, TO A
POINT OM THE SAID EAST LINE OF SAID BLOCK 27;
THZHCZ $OUTS 00 DEGREES OS' EAST ALONG RAID EAST LINE, A DISTANCE
Or B FEET?
THZMCE SOUTH 89 DEGREES $2' WEST AND PARALLEL WITH SAID NORTH
LINE A DISTANCE Or 67.12 FEET;
THENCE SOUTH DO DEORZZS 08' EAST AND PARALLEL WITH SAID EAST LINE
OF BLOCK 27, A DISTANCZ OF 8.57 FEET;
TKEMCZ SOUTH 89 DZORZZB 52' WEST AND PARALLEL WITH 6121) NORTH
LINE, 7 FZZT, TO A POINT ON THE EAST MALL Or PLAZA THEATRE
BUILDING;
THENCS NORTH 00 DEGREES 08' WEST ALONG OEID WALL, 1 DISTANCE or
16.67 FEET, TO THE TRUE POINT OF BEGINNING.
PARCEL 4N
1 RIGHT OF WAY 7 FEET MIDI OVER THE PROPERTY Or THE PLAZA
INVESTMENT COMPANY, INC., IHONEDILTELT ADJACENT TO THE SOUTIUMLY
AND EASTERLY LINES Or PARCEL 1 HEREIN DESCRIBED WRZRZVER THE SAME
IS OR WILL u ACCESSIBLE AND TO TUB EXTENT AND FOR THE TIME ONLY
THAT THE SANE IO NECESSARY ran THE PURPOSE or ATTENDING TO THE
UPNA'EP AND MAINTENANCE OF THE IMPROVEMENTS LOCATID IN SAID PARCEL
1, AO CONVEYED TO EERLZ C. BTRZBZ BY DZID RECORDED MAR® 1, 1953
AS INOTRUBNEP! NO. L3480 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.
FARCSI. 5:
AN EASEMENT OVER THE PROPERTY OF THIN PLAZA INVSSTMENT COMPANY,
INC. , FOR THE OVERHANG Or THE THEITRZ BUILDING .LOCATID ON PARCEL
1 ZZRZZM DESCRIBED, AS CONVZYZD TO EARLS C'. OTHERS BT DEED
RECORDED MARCH 1, 1955 AS INSTRUMENT NO. 13408 OF OFFICIAL
RECORDS or RIVRRSIDS COUNTY, CALIFORNIA.
NOTE: SAID PROPERTY 12 ALSO SITUATED IN THE CITY OF PALM
SPRINGS. ASSESSOR'S PARCEL NO. 5131440037.
EXHIBIT "A"
TO LEASE
Page 2 of 2
EXHIBIT "B-1"
t.tt•
u.n• i
� i �•• . ... .IMYL ...t i
THEATER
o a
y y
SOUTH CORRIDOR
AREA
ull-
4
• Y
e estua H BIN AREA
t.Is 1 .w
11.eSu . 'S KORNER
• I.rs.c
I IL MIN Lk
. 7
:
I..!'
11a�• � h.IT � ...
n.o.a 1. r.�...
6.• .Hf. f.L■ ... f.1
COURTYARD
EXHIBIT "B-1"
TO LEASE
EXHIBIT "B-2"
LEGAL DESCRIPTION OF DEMISED PREMISES
PLAZA nEK TO CCWLEK
PARCEL 11
THhT POFMON OF K= 27 Or PALM SPRnme AS S=*f BY bW ON FILE
IN B0OK 9 PAM 432 or FIAPS. R omw or 8AN DINGO CCAJNL'Y, CALLI:iO Wat
DESCRIBED AS F'OLJGWS i
BBGIYPI V AT A POINT ON THE WEST LINE OF SAID BLOCK 27 THAT BARB
SOUTH 00 D 9 08' EAST, A DISTANCE OP 114 rar, rxk %m NCIRT'H-
*m omm TfB:FB rl
TffliCS CONTINUING SO= 00 DOMMS 08' EABT ALCNO SAID PEST LL2�
A DI9I OF 61.70 FEETr
THENCE NORTH 89 DOOR= 52' EAST AND PARAum W1TH THE NORTH LnM
OF SAID W.00K 27, A DIRTANCE OF 57,80 F=TB
TH6tiC?1 SOUTH 00 D®Ci?!.E8 06' EAST AND PARALLEL, WSTH SAID WEST LINE,
A DISTANC3: OF 7.10 FEETt
TWNCE NOFMH 89 MI 52' EAST AND PARALUM WTRI SAID NORTH LW,
A Di8'TANCE OF 55 F=j
MZNCZ SOUTH 00 DEGIiITES 08' FAST AND PARALLEL WTLH SAID WEST LW,
A DLSTANCE DO 0.41 rElT➢
'HENCE NORTH 89 LPx91tFF,9 52' EAST AND p RALu . W= BUD NORTH LW
A DIS Ixlr OF 59 PEE'1';
TW,K2 NORTH DO D0GFM:S 08' WE9. T AND pARR f7T. W1 H SAID MST LDEJ
A DISTANCE OF 0.47 FEET;
TH&iCE NORTH 89 DEGF2E8 52' E&ST AND PARALIBL W= SAID NORTH Lneo
A DISI ICE OF 44.58 FEE ;
THWCH NORTH 00 LDS 08' MT AND PARkTUM WSTH SAID WM L=t
A DISTANCE Or 47.48 FIST;
THMM NORTH 89 DEGFUS 52' EAST AND PARALLEL WITH SAID NORTH LIMO
A DT92RNCE OF 4.45 F88T;
TH&C3 NORTH 00 Lt7MUS 08' MW AND PARR M WIIR 5AID WEST LL%E,
A DISTANCE OF 4.75 PWr;
TH= SCUM 89 DES 52' WEST MM PARALLEL WITH SAID NORTH LnZl
A DWI OP 4.43 FEET;
THM= NOWN 00 DEZEES 08' WEST AND PARALLEL WITH SAID WEST LINE,
A DTSTANCZ CIF 16.57 FEET;
THENCE SOUTH 89 DEMW9 52' WEST AND PAW1L.i.FS. NITH SAID NcM I.7Ia,
216.3E MT, TO THE POINT OF BiEGaNTml
EXOM'1= FXK THE ABOVE DESCROW PAR=, THAT PC4t1= DF,9C=W
AS FCLSOi I ►,,
BBGnt= AT A POINT CN THE WEST LUZ OLr SAID HLAC7C 27 THAT BEARS
SOULH W08' F.A.9T, 175.70 EMT FROM THE NOBTFyM OORaR TZNX r;
THERM NORTH 89'S2' ENSTj PARALLEL Wrm Tm NORTH LINE CF SI BIACX
27, A DISTANCE OF 7.00 FEET 70 THE Trm Pona or BEGIDwMl
EXHIBIT "B-2"
TO LEASE
• EXHIBIT "B-3' •
DEPICTION OF THE COURTYARD
.m
Il.lfr 1.11•
■u 11NN1 '
f•u• rw•lr1N•�f ,
. ■flft lttl
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t
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f
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MW
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ht1 Zl1!!N IM.• f 1 L 1■ uL
ot
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i . 1.1.
Trash gin A� eal
1
aARi
_�r �k�ahSlGn AvecL
,1 CKc(J�n S Ko✓ne✓
i
C ouv�yard 1
klIj EXHIBIT "B-3"
TO LEASE
EXHIBIT "B-4"
DEPICTION OF THE TRASH BI
AREA
.1
.pigs .
T
I
• � Trash Oi/1 Av��
P }IIM hllp 11
r 1 i p p 1 1 1 p 1 g g 1
mu.■ �. 1g 111
00 rAAT Amur- sit liveal
I
EXHIBIT "B-4"
TO LEASE
{
EXHIBIT
TRASH AREA LEGAL DESCRIPTION
TFM AFVA
TIM PCBtF W OF WOM 27 C! PALM OPRII=l AS MM BY
W ON FnA IN HOOK 91 PA= 432 C! I91PA, PDOMU Or W
DwW 0Of2{ , CALIImrtBA, resoRM AS E+O< og,
Bl1Gnuw AT A POW ON THS N68'T LINE OF shm mm 27
im HEARS SOUTH 0 08' MWo 175,70 FLET 17M THd NOR['H-
MW COM THUMP THMM NORTH 89 52' E#{►9P, PAF#lM
WITH THS NOM LIIM Or MW BI= 27 A DISIMM Or 44.22
7W TO TM TKA POW OF Fl7MMM) IMM ALONC 6AT.D
PAVA= LSNE, NOM 89 52' EAST, 12.40 FMI TEBZ`7C11
NOM 0 06' W'M# 6.00 FEET? T'HMM 9WM 89 52' iwv
6,00 1=1 'T IM NOM 0 08' WST, 7.00 FEta'f T103'M
MM 89 52' NEST, 6.40 F'Wj TH OM SOUTH 0 06' PM,
13.00 77>;'T TO THS THE POINT, OF pLfiT wwo
Page 1 of 1 Page
EXHIBIT "B-5"
TO LEASE
7n 'J u
6C- 1�'li 1 �ji�l�i ,i f"'�;�i4•,
s
EXHIBIT "C"
CONSTRUCTION OBLIGATIONS OF
LANDLORD AND TENANT
A. The Tenant shall construct and/or install the following
Improvements to the Theater:
1. Carpet the South Corridor Area of the Theater;
2 . Install glass in the arches of the South Corridor Area;
3 . Install double-doors in the center arch in the South
Corridor Area;
4 . Install all such lighting as may be required to
illuminate exhibits to be displayed in the South Corridor
Area as part of the Celebrity Gallery;
5. Install suitable showcases and lighting in the lobby of
the Theater as may be required for the Celebrity Museum;
6. Install suitable theatrical stage lighting and control
board in the Theater;
7 . Install suitable sound mixing equipment.
B. The Tenant shall construct and/or install the following
Improvements on Karen's Korner:
1. Renovate the interior surfaces of all the walls and the
floor;
2 . Remove and replace all windows and doors;
3 . Install all suitable kitchen production fixtures as may
be required to operate a hot dog emporium and soda
fountain;
4. Install all such table and chairs as may be required to
provide suitable accommodation for the patrons of the
soda fountain.
C. The Landlord shall construct and/or install the following
Improvements in the Theater:
1. Replace all air conditioning equipment;
2 . Remove all materials from beneath the stage area of the
Theater and renovate said area so as to provide suitable
dressing rooms;
3 . Install washroom facilities in the aforementioned
dressing room area;
4. Provide 600 Amps (3Phase) of power to the backstage area
of the Theater;
5. Cause to be completed a structural inspection of the
portions of the roof immediately above the stage area
which will support the air conditioning equipment;
6. Provide temporary dressing room area within property
adjacent to the Property suitable to Tenant in its
reasonable discretion and provide therein two (2) toilets
and one (1) double sink.
h `
n-
EXHIBIT "D-1"
PLOT PLAN OF NORTH CORRIDOR AREA
KIL ASSOCIATES. W.
T �(/ -7 yva 1.
Ae 4-2
p
B_acC 27
0 h aob'
Ar
iverr .dccc�r
�. ay lirr .0 d+wWArJw
h
EXHIBIT "D-1"
TO LEASE ��
EXHIBIT "D-2"
LEGAL DESCRIPTION OF NORTH CORRIDOR AREA
An easement for ingress and agress purposes, 8.00 feet wide. over that
crtion of Block 27 of Palm Springs, as shaven on map on file in Book 9,
Page 432 of Maps, Records of San Diego County. California, the centerline
of said easement is described as follows:
Begyinning at a point on the west line of said Block 27, distant south
0'08'00' east, 114.OD feet from the northwest corner of said Block 27;
thence north 89.52'000 east, 71.12 fast; thence south D•08'oO• cast,
4.00 fait to the true point of beginnin ; thence parallel to the
north face of the existing theatre building, north 89.52'DO• east,
122.50 feet, more or less, to the easterly face of the existing theatre
building.
EXHIBIT "D-2"
TO LEASE ��
EXHIBIT "�" •
DEPICTION OF THE DRIVEWAY AREA
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EXHIBIT "E-1"
TO LEASE
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EXHIBIT "F"
Calculation of Buyout Amount
"Buyout Amount" shall equal the difference between:
(1) Tenant's "Total Investment" (as defined below) calculated
as of the "Calculation Date" (as defined below) ; and
(2) Tenant's "Offset Amount" (as defined below) as of the
Calculation Date.
Tenant's "Total Investment" shall equal all moneys expended by
Tenant in: (a) constructing the Improvements described in Exhibit
"C", as stated in the Construction Budget, (including, without
limitation, costs of plans, materials and labor) ; (b) operating
the Demised Premises, as stated in the Operating Budget; and (c)
acquiring and installing fixtures used by Tenant in the Demised
Premises and Karen's Korner. For purposes of calculating the
Buyout Amount, Tenant's Total Investment shall be reduced by 1/48th
for each full month which has expired between the date Tenant
commenced operations in the Theater and the Calculation Date (e.g. ,
if Tenant has operated the Theater for 12 full months as of the
Calculation Date, Tenant's Total Investment shall be reduced by
12/48ths) .
Tenant's "Offset Amount" shall equal the sum of the following: (a)
all moneys received by Tenant from its insurance carrier pursuant
to the insurance policy which Tenant is to obtain and maintain
pursuant to Article 13 ; (b) Tenant's net income from operating the
Theater and Karen's Korner as calculated for federal income tax
purposes; (c) the fair market value of fixtures which Tenant is
permitted to remove, and which may be removed without damage to the
fixtures.
The "Calculation Date" shall be the date upon which Landlord elects
to terminate the Lease.
Tenant shall make its books and records available to Landlord for
audit if Landlord wishes to verify the costs included in Tenant's
Total Investment or Tenant's net income from operating the Theater
and/or Karen's Korner.
Landlord shall not be required to pay Tenant more than $200, 000 . 00
pursuant to this provision.
EXHIBIT
i^IESSMATI .DFIVE'�rU\Y PF+FA
��ENT CI�'Y of w► Sf +/,ss Poo No. y2L?,5_2
IEQAL
DATE
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EXHIBIT "G-1"
TO LEASE
EXHIBIT °G—Z°
LEGAL DESCRIPTION OF WESSMAN DRIVEWAY AREA
going•a portion of Mock 27 'of Film JpMnp. as show by the
4pp on file to look g, /av� lil, of WS, Mcws w JAB oil",described a fa lent
comen'eq a a point a the rest Jim of aid Bock O that bath
South o0.61 east a distance of ild fat trs the arthrsst eoreor
thereof: ,r
Thence north 11M, out 'and parallel with the arm, line of
said flock U a distance of 211.3g fat to the tras hint of
6eglanivg; .
Thence continuing earth M*U1 out and llsl with said earth
live a dlstanea of 74.12 fast, am or lag, to a point a the
said east lino of said Hoek Us
Them south 008091 'wt along aid out line a diatom of g
feats
Them south UOUI wat and parallel with said north ifne a
distance of 17.12's
Thence south 00%41 east and parallel with aid eat Jim of
Mock 27 a distance of 11.97 fats
Thence scvW 391MI rest and parallel with said wrth line 7,
fat to a point ON to east will of /last Tlnatra kildings
Thence north "I an aiwoggg aid all a distance of 16.A
feet to the true Point of geginaisg.
E=UIT "G-2"
TO LEASE
EXHIBIT "H"
COMMENCEMENT DATE
INTENTIONALLY OMITTED
5/267/014084-0033/24 8/29/91
C �
EXHIBIT "III
TENANT'S ESTOPPEL CERTIFICATE
Date: 19
Re: Address:
For Premises in:
Gentlemen:
The undersigned, as Tenant under that certain Lease dated
August 19 , 1991, made and entered into between THE COMMUNITY
REDEVELOPMENT AGENCY FOR THE CITY OF PALM SPRINGS as
Landlord, and the undersigned, as Tenant, hereby ratifies
said Lease and certifies that the undersigned has entered
into occupancy and accepted possession of the premises
described in said Lease on , 1991; that
said Lease is in full force and effect and has not been
assigned, modified, supplemented or amended in any way
(except by ) ; that the same
represents the entire agreement between the parties as to
this leasing; that, the term of said Lease expires on
19_; that, to Tenant's actual knowledge, (a) all
conditions under said Lease to be performed by the Landlord
have been satisfied, (b) all required contributions by
Landlord to Tenant on account of Tenant's improvements have
been received, and (c) on this date there are no existing
defenses or offsets which the undersigned has against the
enforcement of said Lease by the Landlord; that security in
the sum of $10, 000. 00 has been deposited with Landlord.
Very truly yours,
Tenant:
THE PARTNERSHIP FOR THE -CR-E-A-T-IVE
ARTS, L. P. , A California Limited
Partnership
By: The Rifael Corp. , A California
Corporation
Its: General Partner
By:
Riff Markowitz,
President
5/267/014084-0033/23 8/29/91
EXHIBIT "I-2"
LANDLORD'S ESTOPPEL CERTIFICATE
The undersigned, as Landlord under that certain Lease dated as of
, 1991, (the "Lease") , covering certain real
property more particularly described in the attached EXHIBIT "A" ,
made with THE PARTNERSHIP FOR THE CREATIVE ARTS, L.P. , a California
Limited Partnership, ("Tenant") , hereby certifies as follows:
1. The Lease as described above is in full force and effect
and has not been previously assigned, modified, supplemented or
amended except as follows:
2 . The current term of the Lease will expire on
The Tenant has the right to extend the term of
the Lease for the following extended terms:
3 . Tenant has deposited with Landlord a $10, 000. 00 security
deposit.
4 . All rentals and other charges payable by the Tenant under
the Lease that are currently due have been paid.
5. The Lease as described above represents the entire
agreement between the parties as to the premises, except as
follows:
(1) Letter/Agreement between Landlord and Tenant dated
August , 1991.
6. To the Landlord's knowledge, there are no uncured
defaults by Tenant under the Lease, and Landlord knows of no events
or conditions which with the passage of time or notice or both,
would constitute a default by Tenant under the Lease.
7 . To Landlord's knowledge there are no existing defenses or
offsets which the Landlord has against the enforcement of the Lease
by Tenant.
8 . All conditions of the Lease to be performed by Tenant and
necessary to the enforceability of the Lease have, to the
Landlord's knowledge, been satisfied.
Executed in Palm Springs, California, on this day of
1991.
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS
By
EXHIBIT "J"
(File Re erence Number ) (Name of Attraction)
PERFORMING ARTS THEATRE
LICENSE CONTRACT
This License Contract ( the "Contract" ) is entered into
on this _ day of , 199_, by and between the
(hereinafter referred to as "Licensor" ) , and
( the "Licensee" ) .
In consideration of the mutual covenants, agreements ,
representations and warranties contained in this Contract,
the parties agree as follows:
1. LICENSED USE. Licensor hereby licenses on a non-
exclusive basis to Licensee and Licensee hereby licenses from
Licensor the use of that portion of the
( "Theatre Building" ) described as
( "License Premises" ) only for the
performances and rehearsals described as follows:
(hereinafter referred to as the "License Use" ) . Licensee
may not substitute, delete from, or add to the Licensed Use,
and the Licensed Premises shall be used for no other purpose .
Licensee shall not use the Licensed Premises, or permit
anything to be done in or about the Licensed Premises, which
will in any way conflict with any applicable, statute,
ordinance or governmental rule or regulation. Licensee, in
its use of the Licensed Premises shall, at its sole cost and
expense, promptly comply with all laws, statutes, ordinances
and governmental rules, regulations or requirements relating
to said use. Licensee shall obtain and pay for all appropri-
ate BMI and ASCAP licenses for its performances. No use
shall be made of the Licensed Premises which is vulgar ,
obscene, licentious, indecent, immoral, illegal, scandalous
or contrary to the rules and regulations of Licensor .
Licensee acknowledges that it is the policy of Licensor that
the Theatre Building be used primarily for the presentation
of the performing arts and other forms of entertainment . In
keeping with maintaining the character of the Theatre
Building as a "performing arts center" , Licensee agrees not
to use the Licensed Premises to proselyte, solicit for any
religious or political activity or other cause. Licensee
shall within three ( 3) business days following written
request from Licensor provide Licensor with a detailed
EXHIBIT "J"
TO LEASE
6/437/014084-0033/04 3/12/91
�c�
i
description of the activities and things to be done,
conducted and presented by Licensee pursuant to the Licensed
Use. If Licensor determines, in its reasonable judgment ,
that Licensee' s description of its proposed activities
violates Licensor ' s operating policies, Licensor shall have
the right to terminate this Contract upon written notice to
Licensee and without any liability to Licensee.
2. LICENSEE PAYMENT OBLIGATIONS. For the Licensed
Use, Licensee will pay in lawful money of the United States
to Licensor at the office of Licensor at the times and in the
manner set forth hereinbelow, the following:
3. DEPOSIT. To ensure the faithful performance of
Licensee' s obligations under this Contract, Licensee shall
deposit with Licensor the sum of $ on or
before , 199 Licensor in its sole
discretion shall have the right at any time prior to or
during the Licensed Use to demand an additional deposit from
Licensee in an amount equal to Licensor ' s estimate of the
cost of the expenses to be incurred by Licensee for which
Licensor may be responsible including, but not limited to,
the "Expenses To Be Paid by Licensee" set forth in Section 6
below.
4. SERVICES FURNISHED BY LICENSOR. In addition to the
Licensed Premises, Licensor shall furnish to Licensee use of
the backstage facilities adequately lighted, cleaned and in
good order on the dates and at the times, respectively, for
the performances specified hereinabove and for all rehearsals
mutually agreed upon by the parties . Licensor shall, in its
sole discretion, determine the type and amount of other
services for the proper operation of the Theatre Building in
connection with the Licensed Use. Except where expressly
permitted to be provided by Licensee, Licensor shall provide
such services to Licensee, subject to reimbursement therefor
as provided in Sections 5 and 6 below.
S. BOX OFFICE. Subject to the provisions of Section 7
hereafter, Licensee shall have the non-exclusive use of the
box office facilities of Licensor for the sale of all tickets
for the Licensed Use, for the period
for a fixed fee o $ Licensor reserves
the concurrent use of the box office facilities for itself
and its other licensees and their agents and employees for
the sale of tickets for other attractions and for other
purposes consistent therewith. The box office shall be
staffed only with personnel employed by Licensor .
-2-
6. EXPENSES TO BE PAID BY LICENSEE. When due,
Licensee shall promptly pay to Licensor the following costs
and expenses, whether or not the performances are presented
or cancelled:
(a) The wages of, or costs for, all stagehands,
musicians, performers, and security personnel deemed
necessary for the Licensed Use by Licensee or Licensor ;
(b) Licensor ' s standard charges for use of
rehearsal facilities and the wages of Licensor ' s
employees used in connection therewith;
(c) The cost of printing the necessary tickets to
be used in connection with the Licensed Use;
(d) If a fixed fee for the box office is not
charged pursuant to Section 5 above, the cost of all box
office expense incidental to the Licensed Use including
a pro rata portion of the wages of Licensor ' s employees,
if any, working in the box office as determined by
Licensor and further including Licensor ' s standard
charges for the use of the box office facilities;
(e) The wages of, or costs for , the manager, head
usher, ushers , and ticket takers except to the extent
included in the front of the house fee as set forth in
(g) below;
( f) The wages of any of Licensor ' s other employees
rendering services to Licensee at the request of
Licensee except to the extent included in the front of
the house fee as set forth in (g) below;
(g) A front of the house fee per performance as
determined by Licensor;
(h) All other expenses incurred by Licensor
directly or indirectly as a result of, or partially as a
result of, the Licensed Use, except for those expenses
and costs specifically set forth in this Contract as the
responsibility of Licensor ; and
( i )
To the wages of Licensor ' s employees which are charge-
able to Licensee as above provided, there will be added an
amount equal to percent ( %) of the
amount of such wages to cover fringe benefits and payroll
charges except for stagehands as to which such amount shall
be equal to percent ( % ) .
Expenses which relate only partially to the Licensed Use
shall be equitably allocated by Licensor among the various
uses to which such expenses relate. For example, if appli-
cable, the cost of putting up and taking down the "shell"
-3-
# 0
shall be allocated on a "per performance" basis among the
licensees using the shell during the period the shell is up.
The amounts owed to Licensor are due on demand and, if
not sooner paid, shall be retained by Licensor from the gross
receipts at the settlement as described in Section 8
hereinafter .
If Licensee, with the permission of Licensor, contracts
directly for any of such services, Licensee shall promptly
pay for same when due.
7. TICKETS. Licensee shall provide to the Licensor
seats and at no charge..
Licensee shall provide to Licensor at regular prices not
less than 10% of the capacity of each price section of the
house, which shall include the following _ seats:
(Complete Prior to Execution)
These seats shall be available to Licensor until twenty-four
hours prior to the advertised curtain time of each perfor-
mance and if not made available for sale to the general
public by that time shall be paid for by Licensor .
For each performance which is part of the Licensed Use,
Licensor reserves the right to sell on behalf of Licensee
seats on a priority basis to donors of Licensor at the
regular prices for such seats. The number of seats, the
method of allocation and the form of the notice to the donors
shall be determined by Licensor in its discretion. Provided,
however, such seats need only be made available to Licensor ' s
donors until the later of such time as seats go on sale to
the general public or days prior to the first
performance.
Unless otherwise agreed in writing, the methods of sale
and disposition of tickets, including ticket priorities,
shall be under the exclusive control of Licensor . Licensor
shall have sole and exclusive control and supervision of the
box office and its personnel, and all gross receipts shall,
until such time as settlement is made, be under the absolute
custody, control, disposition and supervision of Licensor .
All tickets and any other documents evidencing or affecting
the right of admission to the Licensed Use shall be ordered
only by Licensor and Licensee covenants that it will not
order , distribute and/or issue same without Licensor ' s prior
written consent. The price of tickets shall be determined by
Licensee; provided, however , no tickets are to be sold or
distributed at "cut rate" , as "two-for-one" tickets, or in
any other manner at less than box office price, nor shall
-4 (�V
-
Licensee make any arrangements of any nature whatsoever for
or involving the sale of tickets without the prior written
consent of Licensor .
8. SETTLEMENT. Following completion of the per-
formances , Licensor shall compute the gross receipts from
ticket sales, shall deduct therefrom all monies owed to
Licensor pursuant to this Contract, including without
limitation Sections 2, 5 and 6 hereof, and, within ten ( 10 )
business days, shall remit the balance thereof, together with
any unused portion of the deposit paid pursuant to Section 3 ,
to Licensee with an accounting of ticket sales and expenses .
If Licensor does not timely remit monies owing to Licensee,
such amounts shall be subject to the provisions of the second
paragraph of Section 26 hereafter . Sales commissions,
including credit cards and agency, group and/or subscription
sales charges, shall be deducted by Licensor from gross
receipts . Licensor ' s books and records relating to the
Licensed Use, the performances and the amount owing pursuant
to this Section 8 shall be available for one hundred eighty
( 180 ) days thereafter for Licensee ' s inspection upon reason-
able advance notice. In the event tickets are sold for a
series of performances, the proceeds from such series tickets
shall be prorated among each performance for purposes of
computing the settlement.
9. SEATING CAPACITY. Licensor makes no representation
or warranty as to the seating capacity of the hall and
Licensee acknowledges that the seating capacity will vary
between different types of performances because of the size
and configuration of the stage.
10. CONCESSIONS AND SOLICITATIONS. Licensee shall
neither sell nor distribute any information or thing ,
including programs, in or around the Theatre Building without
the prior written consent of Licensor . Licensee shall not
make any solicitations or request donations without the prior
written consent of Licensor . Licensor reserves the right for
itself and its support groups to sell merchandise and other
items in the Theatre Building during the Licensed Use so long
as such sales are in keeping with the image of the Theatre
and do not unreasonably interfere with the Licensed Use.
11 . PROGRAMS. Licensor reserves to itself or those
designated by it the right to distribute free of charge house
programs and other materials in connection with the per-
formances . If Licensor elects to furnish or to have its
designee furnish printed programs for ' Licensee ' s perfor-
mances, Licensee shall furnish at least twenty-one ( 21 )
business days in advance of each scheduled performance, to
the Licensor or its designee, a correct copy of the matter
which Licensee desires to be inserted in the program. Such
matter may be altered or rejected by Licensor in its sole
discretion without Licensor being liable to Licensee for
changes or deletions . If Licensee timely submits its copy
material to Licensor, Licensor agrees to advise Licensee in
advance of any alterations or rejections and to consult with
-5-
ti
Licensee regarding same before Licensor makes its final
determination. Licensee acknowledges that Licensor has an
existing contract with a program supplier, which among other
things, grants to a program supplier the right to distribute
the programs for the Theatre Building and change the content
and format of the program published by it.
12. INSURANCE. Licensee shall provide at its own
expense the following insurance: Worker ' s Compensation and
Employer ' s Liability Insurance ( including Disability Bene-
fits) , Comprehensive General Liability Insurance (personal
injury including bodily injury and property damage) with a
combined single limit of not less than $1,000,000, and Fire
and Extended Coverage Insurance, including insurance against
theft, insuring all properties brought into or used in the
Theatre Building in connection with the Licensed Use includ-
ing, without limitation, the property of third persons under
the control of the Licensee. The Fire and Extended Coverage
insurance policy shall include a waiver of subrogation
against the Licensor and any entity or person affiliated with
the Licensor . All liability policies shall name the
Licensor , the Community Redevelopment Agency of the City of
Palm Springs and any other person or entity designated by
Licensor as additional named insured(s) with respect to any
claim or cause of action that may arise out of or in
connection with the Licensed Use. Certificates of insurance
evidencing such coverage shall be furnished to the Licensor
at least twenty-one ( 21) days prior to Licensee' s first use
of the Licensed Premises and Licensee shall furnish actual
policies on demand. All policies shall be endorsed to
provide 30 day notice of cancellation or material change to
the Licensor . No rehearsals or performances shall be
conducted or presented unless and until the required
insurance coverage is in effect.
The obtaining of insurance or the furnishing of evidence
of insurance by the Licensee as provided in this Section
shall not in any way relieve the Licensee from any of the
obligations , liabilities , assumptions, responsibilities or
other contractual duties referred to in this Contract ,
including its obligation to indemnify Licensor , its officers,
directors, trustees , agents and employees , regardless of
whether insurance has been provided to cover same.
13. ALTERATIONS AND USE OF THE LICENSED PREMISES.
Licensee shall not alter, repair, add to, deface, improve, or
change the Licensed Premises in any manner whatsoever . The
Licensed Premises shall be maintained and vacated, ' as and
when required, in the same condition as existed on entry of
Licensee therein.
Licensee agrees to pay, on demand, for all damages or
injury to the Licensed Premises or the Theatre Building
caused by Licensee, its employees , agents , contractors or
patrons and Licensor may apply the deposit and Licensee ' s
share of gross receipts toward the repair or replacement of
such damages or injury. Licensor may withhold a reasonable
portion of Licensee ' s share of gross receipts until the
repair or replacement has been accomplished and paid for .
-6- \�=
Licensee shall remove all equipment or property placed in,
and shall remove itself from, the Licensed Premises in suf-
ficient time, as determined by Licensor , so as not to inter-
fere with the next rehearsal or performance. Should Licensee
fail to comply with such determined time limitations,
Licensor may remove and store all such equipment or property
at Licensee' s expense and risk, and Licensee will pay, on
demand, the cost thereof and the cost of any other loss or
damage sustained by Licensor by reason of Licensee ' s failure
to comply with such determined time limitations.
Licensee shall not post any signs or set up any displays
in, on or about the Theatre Building without the prior
written consent of Licensor .
14. COORDINATION WITH OTHER USERS. It is understood
and agreed that there may be other activities in the Theatre
Building simultaneously with Licensee ' s Licensed Use, that
activities will take place in the Licensed Premises immedi-
ately before and after the performances and rehearsals of
Licensee, and that, therefor , to extent of such activities,
the license granted by this Contract is non-exclusive.
Licensee agrees that its use of the Licensed Premises is
subject to the use of the Theatre Building for such other
activities and agrees not to unreasonably interfere with such
other activities in its use of the Licensed Premises.
15 . LIMITATION ON LIABILITY. Licensor shall not be
obligated or required to replace or repair any part of the
Licensed Premises nor be liable to Licensee for any damage
occurring by reason of any defect therein, or occasioned by
any part thereof being or becoming out of repair or arising
from curtailment of services , including utility services , for
any reason; nor from any damages done or arising from
activities of whatever kind or nature that may take place in
the Theatre Building; nor any damages arising from any act or
neglect of any occupants, licensees or patrons of the Theatre
Building or of any owners or occupants of adjoining property;
nor for any loss, theft, damage, injury or other casualty to
the property or persons of Licensee. To the extent that
Licensee believes that additional security is needed to
protect its property, Licensee shall have the responsibility
to request Licensor to provide same at Licensee' s expense .
Should any matter or condition beyond the reasonable
control of either party, financial inability excepted, such
as, but not limited to war , public emergency, calamity,
strike, labor disturbance, fire, interruption of transporta-
tion services, casualty, physical disability, illness ,
earthquake, flood, act of God, or other ' disturbance or any
governmental restriction ( "force majeure" ) , prevent per-
formance by a party to this Contract then the following
provisions shall pertain:
(a) If such force majeure shall prevent per-
formance by Licensor , Licensee or by both the Licensor
and the Licensee: ( 1) Licensee ' s payment obligation
arising under Section 2 hereof shall be suspended or
excused to the extent commensurate with such force
majeure but Licensee shall continue to be obligated to
perform all of its other obligations under this Con-
tract; ( 2) Licensor ' s obligations under this Contract
shall be suspended or excused to the extent commensurate
with such force majeure; and ( 3) neither Licensor nor
Licensee shall be obligated to the other party for any
losses or costs sustained or incurred by the other party
as a result of such force majeure; and
(b) In the event of such force majeure, the term
of this Contract shall not be extended and Licensor
shall not be obligated to license the Licensed Premises
to Licensee for use during any other period in substitu-
tion for the period, if any, when performance is
prevented by force majeure.
If Licensor does not for any reason agree to proposals
of a labor union relating to employment at the Theatre
Building, and such failure to reach an agreement prevents
performance by Licensor of its obligations under this
Contract or materially interferes with the Licensed Use, such
event shall be deemed to constitute a force majeure.
16. INCURRING OF DEBTS AND LIABILITIES AND THE USE OF
LICENSOR' S NAME. Neither party shall incur , without the
prior written consent of the other party, any indebtedness or
liability of any kind or nature in the name of the other
party. Licensee shall not use the name of the Licensor in
advertising or promoting the performances and/or any of the
Licensee' s productions, interests and activities, other than
indicating, without using Licensor ' s logotype, the schedule
and location of performances .
17. ASSIGNMENT. Licensee shall not transfer , assign,
hypothecate, encumber or in any other way transfer this
Contract or any right or interest herein, whether voluntary
or by operation of law, or allow others to use the Licensed
Premises, without in each case obtaining the prior written
consent of Licensor which Licensor may withhold in its sole
and absolute discretion. If all or substantially all of
Licensee' s assets are placed in the hands of a receiver or
trustee or should Licensee make an assignment for the benefit
of creditors or be adjudicated a bankrupt , or should Licensee
institute any proceedings under any law relating to the sub-
ject of bankruptcy, liquidation or reorganization, or should
any involuntary proceedings be filed against Licensee under
any such laws, then this Contract shall not become an asset
in any of such proceedings, Licensee shall be in default
under this Contract and Licensor shall have the right to
revoke the license granted hereby. In the event Licensee ' s
interest in this Contract shall .for any other reason become
vested by operation of law in any person other than the
Licensee ( including, without limitation, the vesting of any
individual Licensee' s interest in this Contract in another by
reason of death of such Licensee) , Licensee shall be in
default under this Contract and Licensor shall have the right
to revoke the license granted hereby. While this Contract
grants a license to use the Licensed Premises, Licensee
agrees and acknowledges that Licensor has a material interest
in the quality of the performances to be rendered by Licensee
and that, therefore, this Contract is similar to a personal
services contract . Licensee further acknowledges and agrees
that Licensor is relying upon the expertise and reputation of
Licensee in rendering such performances and that, therefore,
it is reasonable that this Contract and the rights hereunder
not be assigned, hypothecated, or in any way transferred by
Licensee without Licensor ' s consent as above provided.
Licensee further acknowledges and agrees that but for this
provision limiting Licensee ' s rights to assign or transfer ,
Licensor would not have entered into this Contract .
18. LICENSEE HOLD HARMLESS. Licensee shall indemnify,
save and hold harmless Licensor, its officers, directors,
trustees, agents, and employees (collectively the "indemni-
fied parties" ) , from any liability, damages, or claims or
expenses which in any manner arise from or relate to the
Licensed Use, including attorneys fees, sustained or incurred
by, or claimed against, the indemnified parties, unless
caused by the active negligence or intentional misconduct of
the indemnified parties, and resulting from: ( i ) the
violation or infringement of any copyright, right of privacy
or other statutory or common law right of any person, firm or
corporation; ( ii ) the violation of the Code of Good Practices
of the National Association of Broadcasters if any per-
formance is authorized under this Contract to be broadcast by
radio or television; ( iii) the defamation of any firm,
person, or corporation; ( iv) any and all loss and/or damage
to the Theatre Building caused in part or in whole by the
Licensee and/or its patrons; ( v) any and all personal injury
and property damage claims of patrons or other third parties;
and (vi ) all claims, losses and damages of any kind or nature
arising from or in any way connected with this Contract, the
performances or Licensee ' s use of the Licensed Premises .
Licensee further agrees to assume, at its own expense,
the indemnified party' s defense by counsel selected by the
indemnified party of any of the aforesaid losses, damages or
claims or of any actions based thereon. Provided, however ,
if Licensee ' s insurance company undertakes such defense, such
insurance company may select counsel to defend the indemni-
fied party so long as such defense is undertaken uncondi-
tionally without a reservation of any rights by the insurance
company.
Notwithstanding the provisions of this Section 16
Licensor agrees that Licensee shall not be liable for loss or
damage to the Theatre Building, whether or not due to negli-
gence of Licensee to the extent of any recovery under
Licensor ' s property damage insurance so long as this Contract
does not invalidate any such insurance.
The obligations of this Section 18 shall survive the
termination or expiration of this Contract and the termina-
tion of the license granted hereby.
19 . RADIO BROADCASTING, TELEVISING AND RECORDING.
Neither the Licensor nor the Licensee may contract for , nor
make arrangements for radio broadcasting, televising, film-
ing, photographing, taping, sound recording, or other kinds
of reproduction of whatsoever nature for any performance
presented by Licensee under this Contract , without the prior
written consent of both the Licensor and Licensee.
20. RIGHT OF ENTRY. Notwithstanding any other provi-
sion of this Contract, Licensor reserves free access, without
adjustments of any payment obligation of Licensee, to all
parts of the Theatre Building, including the Licensed
Premises and shall have the right, at any and all times, to
alter, repair, or add to any part of the Theatre Building and
its facilities, and Licensee shall not claim or be allowed or
be paid any damages for any injury or inconvenience
occasioned thereby.
21. TERMINATION. Licensor reserves the right to
terminate this Contract and revoke the license granted hereby
upon written notice to Licensee whenever it its judgment a
performance contemplated herein may pose a danger to the
Theatre Building or to persons in or around the Theatre
Building, whereupon Licensee will not be obligated under
Section 2 hereof but otherwise shall remain obligated under
all provisions of this Contract.
22. DEFAULT AND REMEDIES. Should Licensee violate any
of the terms or conditions of this Contract, Licensor may, in
addition to any and all rights and remedies of Licensor under
this Contract or by the law provided, at Licensor ' s option
and without notice of process of law, revoke the license
granted hereby, take exclusive possession of the Licensed
Premises, remove all persons therefrom, and Licensee shall
have no further rights or claims under this Contract. In
addition, Licensor may remove all equipment or property
placed therein by Licensee, with all expenses resulting from
the default to be borne by Licensee which waives any right
and/or claim for damages that may be caused by the activities
of Licensor resulting from the default . In addition,
Licensor may apply all or part of the deposit to losses and
expenses sustained by Licensor which arise from the default .
No action taken or failure to act by Licensor under this
Contract shall be considered to be a waiver by Licensor of
any right it may have under this Contract or as it otherwise
may have nor shall it in any other way excuse, terminate, or
impair any duty, obligation or liability owed by Licensee to
Licensor or prevent Licensor from recovering damages from
Licensee. Licensor ' s waiver of, or delay in enforcing any
right or remedy in the event of a default, or breach of
contract including a failure to revoke the. license shall not
impair any rights or remedies on any subsequent default or
breach. Any waiver by Licensor to be effective must be
contained in a writing signed by Licensor . Under no
circumstances shall delay in revoking the license be deemed a
waiver of the right to do so.
Should Licensor violate any of the terms or conditions
of this Contract, Licensee may, in addition to any and all
rights and remedies of Licensee under this Contract and by
the law provided, at the Licensee ' s option and without notice
-10-
. .,1�'Jii;l'.
of process of law, at its option terminate the license
granted hereby. A final settlement under Section 8 above
shall be made at that time unless all settlements have been
previously made. Additionally, Licensor shall return any
unearned portion of the deposit paid by Licensee to Licensor
pursuant to Section 2 of this Contract . For purposes of
determining the unearned portion, such deposit shall be
equitably allocated among the rehearsals and performances set
forth in Section 1 of this Contract . No action taken or
failure to act by Licensee under this Contract shall be
considered to be a waiver by Licensee of any right it may
have under this Contract or as it otherwise may have nor
shall it in any other way excuse, terminate, or impair any
duty, obligation or liability owed by Licensor to Licensee or
prevent Licensee from recovering damages from Licensor .
Licensee' s waiver of, or delay in enforcing any right of
remedy in the event of a default, or breach of contract
including a failure to terminate the license shall not impair
any rights or remedies on ay subsequent default or breach.
Any waiver by Licensee to be effective must be contained in a
writing signed by Licensee. Under no circumstances shall
delay in terminating the license be deemed a waiver of the
right to do so.
In case any suit, action or proceeding shall be brought
or taken to enforce any right, exercise any remedy or is
otherwise brought or taken under this Contract, the prevail-
ing party shall be entitled to recover , and there shall be
allowed to be included in any judgment , reimbursement for
reasonable costs, expenses, outlays and attorneys ' fees.
23 . CUMULATIVE REMEDIES. All of the rights and
remedies of Licensor and Licensee under this Contract are
distinct, separate and cumulative, and mention or reference
to any one or more of them shall not be deemed to be an
exclusion or waiver of any other rights or remedies which
either party may have, whether by present or future law, and
both parties shall have to the fullest extent permitted by
law the right to enforce any provision of this Contract .
24 . COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULA-
TIONS. Licensee shall comply with all rules and regulations
governing the Theatre Building promulgated by Licensor as to
which Licensor gives Licensee written notice, with all rules,
laws, ordinances, regulations and orders of governmental or
quasi-governmental authorities, including requirements
imposed by Licensoe ' s fire insurance carrier as to which
Licensor gives Licensee written notice . Licensed shall
comply with all laws, rules and regulations of Licensor as
are applicable to operations contemplated under this Contract
and contracts of Licensor as to which Licensor gives Licensee
written notice. Licensor shall not -be liable to Licensee for
damages resulting from any diminution or deprivation of
Licensee ' s rights as a result of Licensee complying with this
Section.
• i
25. TAX WITHHOLDING. Licensor may withhold from the
settlement such sums as Licensor may determine in its
absolute discretion should be withheld under the Internal
Revenue Code and under other laws without liability to
Licensee as a result thereof. Notwithstanding the foregoing,
Licensee shall withhold all taxes required to be withheld
under the Internal Revenue Code and under other laws,
including taxes on non-resident aliens and foreign corpora-
tions. Licensee shall save and hold harmless Licensor from
any and all claims and expenses relating to tax withholding
requirements, including reasonable attorneys ' fees, which
arise or are incurred as a result of the Licensed Use.
26. LATE CHARGES AND INTEREST. Licensee hereby
acknowledges that late payment by Licensee to Licensor of any
sums due hereunder will cause Licensor to incur costs not
contemplated by this Contract, 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 Licensee
not paid within five ( 5) days of its due date shall be
subject to a five percent ( 5% ) late charge. Licensor and
Licensee agree that this late charge represents a reasonable
estimate of such costs and expenses and is fair compensation
to Licensor for its , loss suffered by such late payment by
Licensee.
Any sum to be paid by Licensee or Licensor pursuant to
this Contract not paid when due shall bear interest from and
after the due date until paid at a rate equal to one percent
( 1%) over the prime rate being charged by Wells Fargo Bank,
N.A. from time to time during such period so long as the rate
does not exceed the maximum rate permitted by law in which
case interest shall be at the maximum rate permitted by law
at the time the sum became due.
27. REPRESENTATIONS AND WARRANTIES OF LICENSOR.
Licensor represents, warrants and covenants as follows :
(a) It is a duly organized and validly existing
corporation, in good standing under the laws of the
state of California and has taken all required corporate
action to authorize the execution, delivery and per-
formance of this Contract; and
(b) This Contract is binding upon Licensor and
Licensor has the full right, power and authority to
enter into this Contract and perform all of its obliga-
tions hereunder and neither this . Contract nor the
performance by it of its obligations hereunder are in
violation of its charter documents or instruments to
which it is a party or by which it is bound.
28. REPRESENTATIONS AND WARRANTIES OF LICENSEE.
Licensee represents, warrants and covenants as follows :
ML 5
(a) It is a duly organized and validly existing
, in good standing under the laws of the
state of its formation and has taken all required action
to authorize the execution, delivery and performance of
this Contract; and
(b) This Contract is binding upon the Licensee and
Licensee has the full right, power and authority to
enter into this Contract and perform all of its obli-
gations hereunder, and neither this Contract nor the
performance by it of its obligations hereunder are in
violation of its formation documents or instruments to
which it is a party or by which it is bound.
29. NOTICE. Any notice which the parties may desire or
may be required under this Contract shall be deemed suf-
ficiently given if in writing and personally delivered or
sent by registered or certified mail, return receipt
requested, first class, postage prepaid, addressed to the
addressee at the mailing addresses specified below:
Licensor :
Licensee:
Either party may designate by written notice to the
other party additional addressees or different addresses for
notices. The time of the delivery of such notice shall be
deemed to be the time when the same is so mailed or per-
sonally delivered.
30. HEADINGS. The headings throughout this Contract
are for reference only.
31. INVALIDITY. If any provision of this Contract or
its application to any person or in any circumstances shall
be invalid or unenforceable, the other provisions of this
Contract shall not be affected by such invalidity or unen-
forceability.
32 . TIME. Time is of the essence - of each and every
provision of this Contract.
33. RELATIONSHIP OF THE PARTIES. The relationship of
the parties hereto is that of licensor and licensee and this
Contract does not create any joint venture or partnership
between the parties .
-13- /
• i
34. CONSTRUCTION OF THIS CONTRACT. Any provision of
this Contract to the contrary notwithstanding, it is the
intention of the parties that legal title to facilities made
available to the Licensee for its use shall remain vested in
the Licensor, that no interest of Licensee in real property
shall be created by this Contract, that such contract rights
as are given to Licensee by this Contract shall not be
construed to imply any authority, privilege, or right to
operate or engage in any business or activity other than as
provided by this Contract, and that no portion of the
facilities permitted to the Licensee for its use is leased to
Licensee.
This Contract shall not be changed, modified, or varied
except by a written instrument signed by all parties hereto-
The term "patrons" shall include all persons who are not
employees of Licensor or Licensee and who are present in the
Theatre Building partially or wholly for the purpose of
purchasing tickets for the Licensed Use and/or of attending
the Licensed Use.
This Contract shall obligate the Licensor and Licensee,
but not any director, trustee, officer or agent thereof.
This Contract shall be construed under the laws of the
State of California.
Licensor and Licensee agree that with regard to rights
and duties arising under this Contract they are subject to
the jurisdiction of the State of California and Licensor and
Licensee agree that the proper place for any legal action
arising out of or involving this Contract is Orange County,
California.
IN WITNESS WHEREOF, the parties have caused this
Contract to be executed by their duly authorized officers as
of the day and year first above written.
LICENSOR:
By:
Title:
By:
Title:
[ Signatures continued on next page. ]
-14- � �
EXHIBIT "K"
SCHEDULE OF RESERVED DATES AND EVENTS
Event Dates Charge
Film Festival April 7, 1991
Film Festival January 8-14, 1992
(Complete prior to execution)
EXHIBIT "R" �
TO LEASE
EXHIBIT "L"
RULES AND REGULATIONS
Tenant agrees as follows:
1. All loading and unloading of goods shall be done only at
such 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
reasonable rules and regulations as in the judgment of Landlord are
necessary for the proper operation of the Demised Premises or the
Property.
3 . No person shall use any utility areas, truck facility or
other area reserved for use in connection with the conduct of
business except for the specific purposes for which permission to
use such area is given.
4 . No employee shall use any area for motor vehicle parking,
unless specifically designated for employee parking by Landlord.
Tenant shall not designate any area for employee parking, except
such area or areas as are designated in writing by Landlord.
5. No person without the express written consent of Landlord
shall outside of the exterior walls of the Demised Premises, in the
Common Areas or other portions of the Property:
(a) Vend, peddle or solicit orders for sale or
distribution of any merchandise, device, periodical, book,
pamphlet or other matter whatsoever;
(b) Exhibit any sign, placard, banner, notice or other
written material;
(c) Distribute any circular, booklet, handbill, placard
or other material;
(d) Solicit membership in any organization, group or
association or contribution for any purpose;
(e) Parade, patrol, picket, demonstrate or engage in any
conduct that might tend to interfere with or impede the use of
the Common Areas by Landlord, or any occupant or any employee,
or invitee of any occupant, create a disturbance, attract
attention, or harass, annoy, disparage, or be detrimental to
the interest of any business establishment within the
Property.
(f) Throw, discard or deposit any paper, glass or
extraneous matter of any kind, except in designated
receptacles, or create litter or hazards of any kind;
(g) Deface, damage or demolish any sign, light standard
or fixture, landscaping material or other improvements within,
or property situated within the Common Areas or other portions
of the Property.
The restrictions contained in this paragraph 5 shall not apply
to Tenant to the extent that any such restrictions are inconsistent
with Tenant's rights under the Lease.
6. No portion of the Property shall be used for lodging
purposes.
7. Additional rules and regulations from time to time
adopted by Landlord in its reasonable discretion, provided that
such rules and regulations shall not conflict with the terms and
provisions of the Lease.
EXHIBIT "L"
�l
M/9423.3/EX-L.DII/RB81081591
EXHIBIT " M"
MAP OF KARENS KORNER
So. QW,44 CANYON DR/VE
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2,. + 4 C
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EXHIBIT "N"
LEGAL DESCRIPTION OF T.ZAREWS KOFNFR
XARFTI'8 Holm
THAT PORZRCN OP MOM 27 Cr PATH SPRTNGB, A9 SFS m
BY HAP CN FIZ$ 3N M 9, PAM 432 OF MMg FMMMS
OF SAN D=O COUNTY, CATn'OMIA, DESMMM AS PCQW-Si
fMGn N M AT A POINT ON THE WEST LIIM OF SAID BI= 27
THAT EEARS SOUTH 0 06' EAST, 175.70 FEET FROM THB NM CH-
MST MRW TFR►MW, 'PHM3KE NOFMB 89 52' EABT, PAFWM
WITH THE NCMH LINE OF SAID PLOCK 27 A DISTANCE CP 7.00
FEET TO THE TFUE POINT OF BDGiAT1=i
THENCE ALONG SAID PARALLEL LCUE NOTCH 89 52' 00 EAST,
39.22 FEET;
THENCE NOTCH 0 08' WEST, 13.00 FEET;
THENCE SOUTH 89 52' WEST, 3.80 F'EB'r;
THENCE NOFMH 0 08' MST, 3.25 FEET;
THENCE SOUTH 89 52' WEST, 3.50 FEET;
THENCE NORTH 0.08' WEST, 2.50 FEET;
THENCE SOUTH 89 52' WEST, 14.00 FMI
"MCE SOUTH 0 08' EAST, 2.50 FEET; .
THENCE SOUTH 89 52' WEST, 4.17 FM;
THENCE NORTH 0 08' WEST, 2.50 FBBT;
THENCE SOUTH 69 52' WEST, 0,25 IMI
THENCE SOUTH 0 06' EAST, 2.50 FM;
THENCE SOUTH 89 52' WEST, 5.50 FEET;
THENCE SOUTH 0 061 SABT, 6.75 FMI
THENCE SOUTH 89 52' WEST, 2.50 FEED;
THENCE SOUTH 0 08' EAST, 7.50 FEET;
THENCE NC74MH 89 52' BAST, 2.50 PEST;
THENCE SOUTH 0 08' EAST, 2.00 FELT TO THE TRCE POINT OF
EXHIBIT "N" `
TO LEASE ��
EXHIBIT "0"
LIST OF EQUIPMENT
PLAZA THEATRE EQUIPMENT INVENTORY
ESTIMATED REPLACEMENT
ITEM/DESCRIPTION UO ANTITK. T9L1)W 1 VALUE
PROJECTION MUR -
1. Projection Heads 2 Simplex X-L $ 3,000/each
Serial M66 A 1601
2. Sound Heads 2 Simplax 2,000/each
Serial f3824
3. File Ara and Rollers 2 sets Kalmar 750/each
4. won Lamphousa 2 Xel amp 8540 2.700/each
5. Zenon Rectifier 2 Xelamp 8502 2,500/each
6. Council Base 2 N/A 1,500/each
Property of Metro. Theatres
7. Christi Platter 2 Mini-Wind W-3 5,000/each
Serial' WF257ZAA Property of Metro. Theatres
8. Christi Make-up Table 1 NK 1,500
Serial #01F1678AD Property of Metro. Theatres
9. Rewind Bench 1 Neuaade T-106 900
10. Hand Rewind 1 set Neumada X-3 500
11. Parts Cabinet 1 Neumade 475
12. Sound Rack 1 N/A 2.5M
13. Free Amplifiers 2 Altec 1669-A 2,500/each
14. Amplifiers 2 Altec 12M 2,500/each
15. Exciter Supplies 2 BMF 2,500/each
16. Flat Lens 2 Snaplight 4' 750/N
17. Kom Anamrphfc Attachment 1 Prominar 800
18. Scope Back-up Lens 2 Sankor P SOO/each
19. CO Player 1 Pioneer -
Model PDM400
(See next page.)
20. Mixer A Preamplifier 1 Altec/Lansinq
Model 1689A
4
EXHIBIT "0"
TO LEASEi�
EXHIBIT "0"
ESTIMATED REPLACENUff
1?EM/DESCRIPTION UQ AMTM •TVPE/IpOEL YALUE
PROPEM OF
IETROPOLITAN TNEATRFS To Be Removed When Building Lamd
1. 21900 ft. Reel 14 ; 20/ea
2. 4,000 ft. Real 8 40/ee
-3. 6,000 ft. Reel 2 150ha
4. Flat S• Lenses Supersits 1 Snaplite 500-750
5. Splicer 1 Mnaede 500
6. Spotlight 1 Troupette 1000
7. Film Footage Counter
Storage 1 Neuuada 400
8. Spotlight 1 OTeson 500
9. Spotlight 1 Tine Square SOO
10. Popcorn Machine 1 Gold Medal
11. Butter Dispenser 1 Series 850686
12. Popcorn Veneer 1 Series 860M
13. Cash Register 1 Casio - Model #4930ER
Series 6200613
14. Bar suns t
EXHIBIT "0"
TO LEASE
EXHIBIT "0"
ESTIMATED REPLACEMEM
ITEM/DESCRIPTIOM 7J"TITY •TXRfRI@M VALUE
PROJECTION BOOTH (coe't.)
21. Sound Processor 1 Dolby - Model
CP55
22. Power Amplifier 4 JBL - Model
6290 $139000
23. Entertainment System 1 Exciter Supply
Model 113C
24. Amplifier 1
AUDITORIUM -
1. Screen - 29 x 12 3/4 1 2.500
(Permanent)
2. Screen - 32 x 20 1
(Portable) 2,000
3. Speaker Racks 3 JBL-Model 4648 31000/u
Serial # 13376A
Serial # 016841A
Serial # 13375A
CONCESSION
1. Benches 3 9001p
2. Ice Machine 1 Scottsm 3.500
OFFICE
1. Ticket Machine 1 Automaticket
Serial #6207 Model M6g16
EXHIBIT "0"
TO LEASE
l \mil
EXHIBIT "P"
Common Area Expense Budget
All costs and expenses associated with the maintenance and
repair of the Common Areas, excepting the Courtyard, which shall be
maintained by Tenant, as provided in Article 11, subsections (c)
and (d) , of the Lease. Landlord currently estimates the following
monthly expenses for the Common Areas:
1. Trash Service
(Pick-up 4 times/wk) $337 . 00
2 . Cleaning and Maintenance $123 .75
EXHIBIT
Schedule of Performance o
1. Within 5 days of the date Landlord and Tenant execute the
Lease, Landlord shall notify the tenant of Karen's Korner that
it must quit and vacate Karen's Korner within 30 days from the
date of said notice.
2 . Within 5 days of the date Landlord and Tenant execute the
Lease, Landlord shall notify the current tenant of the Demised
Premises (i.e. , Metropolitan) to quit and vacate the Demised
Premises within 30 days after the date of such notice.
3 . Within 5 days of the date Landlord and Tenant execute the
Lease, Landlord shall notify the tenant of Louise's Pantry to
discontinue its use of the Courtyard (except that said tenant
may continue to use the Courtyard for access to and from
Louise's Pantry and the Trash Area) .
4 . Within 30 days after Metropolitan vacates the Demised
Premises, Landlord shall perform any and all work necessary to
insure that the electrical system which serves the Theater,
including, without limitation, the electrical wiring, conduits
and electrical outlets, is adequate to meet the electrical
demands of the business to be operated by Tenant in the
Theater.
5. Tenant shall submit the Operating Budget to Landlord within 15
days following the execution of the Lease by Landlord and
Tenant.
6. Landlord shall notify Tenant of its approval or disapproval of
the Operating Budget within 15 days of receiving of the same
from Tenant.
7 . Tenant shall submit the Construction Budget to Landlord within
15 days after the execution of the Lease by Landlord and
Tenant.
8 . Landlord shall notify Tenant of its approval or disapproval of
the Construction Budget within 15 days of receiving the same
from Tenant.
9 . Within 15 days after Landlord and Tenant execute the Lease,
Landlord and Tenant shall execute and record a Memorandum of
Sublease, in substantially the same form as Exhibit "R" .
10. Tenant shall submit to Landlord plans and/or drawings
pertaining to the Theater Improvements to be constructed by
Tenant within 30 days after the execution of the Lease by
Landlord and Tenant.
11. Landlord shall approve or disapprove of Tenant's plans and/or
drawings within ten days after submission by Tenant.
12 . Tenant shall submit the approved drawings and all appropriate
permit applications to the City of Palm Springs within ten
days after Landlord's approval of Tenant's drawings.
13 . Tenant shall commence constructing the Improvements within 14
days after receiving all necessary permits required by the
City of Palm Springs.
14 . Landlord shall restore Karen's Korner to a broom-clean
condition and repair within 5 days of the date upon which the
tenant of Karen's Korner vacates Karen's Korner.
15. Landlord shall complete the construction of the Exhibit "C"
Improvements referenced as C(4) , C(5) and C(6) not later than
December 15, 1991. Landlord shall commence the construction
of the Exhibit "C" Improvements referenced as C(1) , C(2) and
C(3) and any other improvements incidental thereto which must
be constructed in order to satisfy any and all codes,
ordinances and/or laws of the City of Palm Springs on or after
July 1, 1992 and shall complete the construction of such
Exhibit "C" Improvements (and the other incidental
improvements) on or before August 31, 1992; provided further
that Landlord shall use all reasonable efforts not to close
down Tenant's business from the Demised Premises unnecessarily
while completing such improvements.
16. Tenant shall deliver the security deposit to Landlord as
required by Paragraph (h) of Article 5 within 5 days of the
date upon which Tenant opens the Demised Premises for
business.
17 . Tenant shall submit to Landlord evidence that Tenant has
obtained fidelity bond coverage on its employees on or before
the date upon which Tenant commences business in the Theater.
18. Tenant shall make best efforts to have the Demised Premises
open for business on or before January 31, 1992 .
0 EXHIBIT R
RECORDING REQUESTED BY )
AND WHEN RECORDED RETURN TO: )
THE PARTNERSHIP FOR THE PERFORMING ARTS, L.P. )
c/o Schlecht, Shevlin & Shoenberger )
A Law Corporation (RBS) )
P. O. Box 2744 )
Palm Springs, California 92263 )
MEMORANDUM OF SUBLEASE AND RIGHT OF FIRST REFUSAL
This Memorandum of Sublease is made on the day of
, 1991, between COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS (the "Landlord") , and THE PARTNERSHIP FOR THE
PERFORMING ARTS, L.P. , a California Limited Partnership (the
"Tenant") , who agree as follows:
1. Term and Premises. Landlord and Tenant have entered into
a lease dated August 19 , 1991 (the "Lease") as modified by letter
agreement dated August 19 , 1991 ("Letter Agreement") , whereby
Landlord leased to Tenant, and Tenant leased from Landlord, that
certain real property located in Palm Springs, County of Riverside,
California, described in EXHIBIT "A" which is attached hereto and
incorporated herein by this reference (the "Premises") . The
initial term of the Lease is from September 1, 1991 through July
31 , 1992 . Pursuant to the Lease, Tenant has a right to extend the
Lease for the following terms:
August 1, 1992 through July 31, 1993
August 1, 1993 through July 31, 1994
August 1, 1994 through July 31 , 1995
August 1, 1995 through July 31, 1996
August 1, 1996 through July 31, 1997
August 1, 1997 through September 30, 1998
October 1, 1998 through September 30, 1999
October 1, 1999 through September 30, 2000
October 1, 2000 through September 30 , 2001
October 1, 2001 through September 30 , 2002
October 1, 2002 through September 30 , 2003
October 1, 2003 through September 30 , 2004
October 1, 2004 through September 30 , 2005
October 1, 2005 through December 31 , 2006
q, r.,:
! r
2 . Right of First Negotiation and Right of First Refusal .
Pursuant to the Letter Agreement, Landlord has conveyed to Tenant
a right of first negotiation to purchase the Premises and a right
of first refusal to purchase the Premises, as more fully described
in the Letter Agreement, which shall remain effective for the
duration of the lease.
3 . Purpose of Memorandum of Lease. This Memorandum of
Sublease is prepared for the purpose of recordation, and it in no
way modifies the provisions of the Lease or Letter Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Memorandum of Sublease on the date first set forth above, at Palm
Springs, California.
Landlord: COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS
By:
City Manager
ATTEST:
By:
City Clerk
REVIEWED AND APPROVED
By:
City Attorney
Tenant: THE PARTNERSHIP FOR THE PERFORMING
ARTS, L.P. , A California Limited
Partnership
By: The Rifael Corp. , a California
Corporation
Its: General Partner
By:
Riff Markowitz, President
r
• i
STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE )
On 1991, before me, the undersigned, a
Notary Public in and for said State, personally appeared RIFF
MARKOWITZ, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person that executed the within
instrument as President on behalf of THE RIFAEL CORPORATION, a
California Corporation, the corporation therein named, and
acknowledged to me that said corporation executed the within
instrument pursuant to its Bylaws or a resolution of its Board of
Directors, said corporation being known to me to be the general
partner of THE PARTNERSHIP FOR THE PERFORMING ARTS, L. P. , a
California Limited Partnership, the limited partnership that
executed the within instrument, and acknowledged to me that such
corporation executed the same as such partner and that such
partnership executed the same.
WITNESS my hand and official seal.
Notary Public
STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE )
On , 1991, before me, the undersigned, a Notary
Public in and for said State, personally appeared
, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person that
executed the within instrument as the City Manager of the City of
Palm Springs on behalf of the COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, and acknowledged to me that he executed the
same.
WITNESS my hand and official seal.
Notary Public
STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE )
On , 1991, before me, the undersigned, a Notary
Public in and for said State, personally appeared
, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person that
executed the within instrument as the City Clerk of the City of
Palm Springs, and acknowledged to me that he executed the same.
WITNESS my hand and official seal.
Notary Public
EXHT�TT "A" TO MEMORANDUM OF SUFT,EASE
LEGAL DESCRIPTION
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STATE OF CALIFORNIA )
) ss.
COUNTY OF RIVERSIDE )
On 1991, before me, the undersigned, a Notary
Public in and for said State, personally appeared
personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person that
executed the within instrument as the City Attorney of the City of
Palm Springs, and acknowledged to me that he executed the same.
WITNESS my hand and official seal.
Notary Public
M\9423 3\M-SUELES.DJI
CERTIFICATE OF I URANCE BSDE04ii9%9s'
- --I - - - -- -
'� PRODUCER !! THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ON AND '
Ili CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE
I; DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
ROBERT F. DRIVER GO. , INC. I' POLICIES BELOW.
I II
1620 FIFTH AVENUE
SAN DIEGO, CA 92101 COMPANIES AFFORDING COVERAGE
MICHAEL DRIVER
LETTERYA GOLDEN EAGLE INSURANCE
INSURED OOMLETTERNV B .TM d II
THE PARTNERSHIP FOR THE PERFORMING ARTS rty+.7" RECEIVED
COMPANY
DBA: PLAZA THEATER TTER C A
128 SOUTH PALM CANYON DRIVE
COMPANY 1 Aplt 2 9 +�
PALM SPRINGS, CA 92262 LETTER D ' yp��
COMPANY E CITY CLERK
LETTER
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS II
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO POLICY EFFECTIVE POLICY EXPIRATION
^LTR TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/VV) DATE(MM/DD/YY) LIMITS
GENERAL LIABILITY GENERAL AGGREGATE $ 2 a000e000
X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGO $ 00000
INCLUDED 1�
CLAIMS MADE XOCCUR CCP286174-00 10/28/94 10/28/95 PERSONAL&ADV INJURY $ 1,000,000
'A' OWNERS&CONTRACTOR'SPROT. EACH OCCURRENCE $ 1,000,000
FIRE DAMAGE(Any one fire) $ 50'0
0
0
MEO EXPENSE(Any one person) S 5,000 - -,
AUTOMOBILE LIABILITY
COMBINED SINGLE $
ANY AUTO LIMIT
ALL OWNED AUTOS BODILY INJURY
SCHEDULED AUTOS (Per person) S
HIRED AUTOS BODILY INJURY
I NON-OWNED AUTOS
Peracmdenl S
li GARAGE LIABILITY
PROPERTY DAMAGE $
EXCESS LIABILITY Jv EACH OCCURRENCE $ J
UMBRELLA FORM AGGREGATE $
OTHERTHAN UMBRELLA FORM
-- WORK-ER'S COMPENSATION R' - - -- - - - STATUTORY LIMITS_
GACH ACCIDENT $
AND
DISEASE-POLICY LIMIT $
EMPLOYERS'LIABILITY
DISEASE-EACH EMPLOYEE $
OTHER
DESCRIPTION OF OPE .
RATIONSILOCATIONS/VEHICLES/SPECIALITEMS WIO DAYS FOR NON PAYMENT OF PREMIUM
I
CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED.
i CERTIFICATE HOLDER CANCELLATION
CITY OF PLAM SPRINGS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
P.O. BOX 2743 THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO
PALM SPRINGS, GA 92263 MAIL .<30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES
_. ----------
AUTHORIZED REPRESENTATIVE.--..__........... ..__...__.._.._. ,.....- ..__.._..____-__...___.._-__........,I
11 ➢ d
MICHAEL
ACORD 25-S(7/90) V