HomeMy WebLinkAbout00236C - MERTZ PS CARRIAGE TRADE CONSENT TO ASSIGN Mertz, John P. dba PS Carriag
• Co. (assigned from Carriage
Trade Ltd. )
AGREEMENT #236C
R967, 2-15-95
ASSIGNMENT AND ASSUMPTION OF CARRIAGE YARD/VINEYARD PARKING LOT LEASE
AND PROMISSORY NOTE
THIS ASSIGNMENT AND ASSUMPTION OF CARRIAGE YARD/VINEYARD
PARKING LOT LEASE AND PROMISSORY NOTE is entered into this ism day
Of .Fi -Pu_A A-y , 1995 ("Effective Date") by and between CARRIAGE
TRADE, LTD. , a California corporation ("Assignor") , and JOHN P.
MERTZ, dba Palm Springs Carriage Company ("Assignee") .
R E C I T A L S
A. Assignor, as lessee, and the Community Redevelopment
Agency of the City of Palm Springs, California, a public body,
corporate and politic ("Agency") , as lessor, entered into that
certain Carriage Yard/Vineyard Parking Lot Lease dated May 29,
1990, as amended by that certain First Amendment to Carriage Trade,
Ltd. Lease dated June 8, 1994 (collectively, the "Lease") , pursuant
to which Agency leased to Assignor the real property more
particularly described therein.
B. Assignor, as maker, executed that certain Promissory Note
dated May 1, 1994 in favor of Agency in the original principal
amount of Nine Thousand Nine Hundred Forty-Six and 67/100 Dollars
($9, 946 . 67) ("Note") .
C. Assignor and Assignee have entered into a written
agreement pursuant to which Assignor has agreed to assign to
Assignee and Assignee has agreed to assume Assignor's rights and
obligations under the Lease and the Note.
NOW, THEREFORE, the parties hereto agree as follows:
1. Assignment. As of the Effective Date, Assignor hereby
assigns to Assignee all of its right, title and interest as the
lessee under the Lease and as the maker under the Note.
2. Assumption. Assignee hereby assumes and agrees to keep,
perform and fulfill all of the obligations of the lessee under the
Lease and the maker under the Note which accrue from and after the
Effective Date. Assignee hereby covenants that he has read all of
the terms and provisions of the Lease and the Note and hereby
agrees to be bound by the terms thereof.
3 . Indemnification. Assignor shall indemnify, defend and
hold Assignee harmless from all claims arising out of any failure
of Assignor to keep, perform and discharge all of the obligations
of Assignor as lessee under the Lease and as maker under the Note
which accrued or were to have been performed prior to the Effective
Date. Assignee shall indemnify, defend and hold Assignor harmless
from all claims arising out of any failure of Assignee to keep,
perform and discharge all of the obligations of Assignee as lessee
FS2\383\014084-0006\2132460.1 02/07/95
, S 1
under the Lease and as maker under the Note which accrue or are to
be performed from and after the Effective Date.
4 . Attorneys' Fees. In the event of any dispute arising out
of the subject matter of this Assignment, the prevailing party
shall be entitled to recover its reasonable attorneys' fees and
costs.
5. Governing Law. This Assignment shall be governed by and
construed in accordance with he laws of the State of California.
6. Counterparts. This Assignment may be executed in any
number of counterparts, each of which shall be deemed an original
and all of which shall constitute on instrument.
IN WITNESS WHEREOF, this Assignment was executed as of the
date and year first above written.
CARRIAGE TRADE, LTD. , a California
corporation QQ Qp
By:
J Shoat, President
By:
\ r9J--
illiam H. S ort, Vice President
"Assignor"
'94l(' Ac,. —
JO P. MERTZ, dba Pa Springs
Cairiage Company
"Assignee"
FS2\383\014084-0006\2132460.1 02/07/95 -2-
CONSENT TO ASSIGNMENT
The undersigned hereby consents to the assignment of that
certain Carriage Yard/Vineyard Parking Lot Lease dated May 29,
1990, as amended ("Lease") , and that certain Promissory Note dated
May 1, 1994 in the original principal amount of Nine Thousand Nine
Hundred Forty-Six and 67/100 Dollars ($9,946. 67) ("Note") from
Carriage Trade, Ltd. , a California corporation, to John P. Mertz,
dba Palm Springs Carriage Company. Nothing contained herein shall
be deemed to waive any requirement under the Lease or the Note to
obtain the consent of the undersigned to any future assignment.
From and after the effective date John P. Mertz, dba Palm Springs
Carriage Company, assumes the obligations under the Note and the
Lease, the undersigned shall release Carriage Trade, Ltd. from its
duties and obligations under the Lease and the Note and William H.
Short and Joy Short from their Guaranty of Lease.
ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, CALIFORNIA, a
public body, corporate and politic
� r
Bye �Ck;n.� - n\I' By: ��/ it
) Assistant Secretary Chairma�h
APPROVED AS TO FORM
RUTAN & TUCKER
David J!` Aleshlre, �Tsq.
Agency Counsel
s'dG"MewVED 07 {3�1'ii$
A! Fyn +Y a
(2 rCL d -�
A52\383\014084-0006\2132460.1 02/07/95 —4—
Carriage Trade, LTD - Lease
1st Amend
AHREEMENT #236C
R933, 6-8-94
FIRST AMENDMENT TO CARRIAGE TRADE, LTD. LEASE
THIS FIRST AMENDMENT TO CARRIAGE TRADE, LTD. LEASE (Agreement
#236) ("Amendment") is made on this day of � 1994 by
and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM
SPRINGS ("Lessor") and Carriage Trade, Ltd. , a California
Corporation, ("Lessee") .
RECITALS
A. On May 29, 1990, the parties hereto entered into that
certain Carriage Yard/Vineyard Parking Lot Lease ("Lease") .
B. The parties desire to amend the terms and conditions of
the Lease, including extending the term of the Lease, as more
particularly set forth herein.
NOW THEREFORE, the parties hereto agree as follows:
1. Term. Section 1 of the Lease is hereby deleted in
entirety and replaced with the following:
"This lease shall be for a term of ten (10) years
commencing May 1, 1990, and terminating April 30, 2000. "
2 . Rental. Section 2 of the Lease is hereby deleted in its
entirety and replaced with the following:
"The Lessee agrees to pay the Agency in advance on the
first day of each calendar month of the Lease term for
the leased premises, rent as follow:
(a) No rental shall be charged the lessee for the
period May 1, 1990 through April 30, 1994 .
(b) Monthly installment of One Hundred Twenty-five
($125. 00) Dollars commencing May 1, 1994, and each
month thereafter to and through April 30, 1996;
(c) Thereafter, the monthly rental shall be adjusted on
the first day of May of each rental year of this
Agreement by an amount equal to the annual
percentage increase in the Consumer Price Index
(United States City Average, All Urban Consumers,
All Items, 1967=100) for the prior year, measured
as of the month of March, but said increase shall
not exceed 10. 0% per year.
That the Lessee shall pay the rent above specified
in advance by check payable to the "City of Palm
Springs" and mailed to:
City of Palm Springs
Finance Department
P.O. Box 2743
Palm Springs, CA 92263
ATTN., Accounts Receivable"
3 . Section 3 of the Lease is hereby deleted in entirety and
replaced with the following:
"Late Charges: All payments due pursuant to this
agreement not received by the first day of the month for
which they are due will be assessed a 5% late charge on
the amount due and owing and interest of 8 . 5% per annum
will accrue on any outstanding balance monthly. "
0iAC;)NAE Do
1
4 . Construction: The sixth and seventh sentences of Section
4 of the Lease commencing with "Said loan shall carry. . . . 11 and
ending with " . . . .commence on January 1, 1991. " shall be deleted in
their entirety and replaced with the following:
"Lessee will execute a promissory note, in a form
acceptable to the City Attorney, in an amount of
$9, 946. 67 . The Note shall carry an interest rate of 8.5%
per annum and shall be repaid in 72 equal monthly
payments of $176. 84 . Payments shall commence on May 1,
1994 . The balance of the note will become due and
payable immediately should the Lessee discontinue
business or vacate the site. "
5. Full force and Effect: Except as provided herein, all
provisions of the Lease shall remain unchanged and in full force
and effect.
IN WITNESS WHEREOF, this First Amendment to the Carriage
Yard/Vineyard Parking Lot Lease was executed as of the date first
written above.
ATTEST: COMMUNITY REDEVELOPMENT AGENCY
OF THE CI PALM SPRINGS, CA
By. — By:
City Clerk x tive Director
APPROVED AS TO FORM:
RUTAN & TUCKER
F^
By: f ri / ✓l,
David ) Aleshire, Esq.
City Attorney
CARRIAGE TRADE, LTD.
By:
By:
APPHDNEO By THE C"y COUNCIL.
7
3
1
• i
PROMISSORY NOTE
(Carriage Trade, Ltd. )
$9, 946 . 67 May 1, 1994
Palm Springs, California
FOR VALUE RECEIVED, the undersigned ( "Maker" ) hereby promises
to pay to the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM
SPRINGS, CALIFORNIA, a public body, corporate and politic
( "Holder" ) , at a place designated by Holder, the principal sum of
NINE THOUSAND NINE HUNDRED FORTY-SIX AND 67/100 DOLLARS
($9, 946 . 67) , together with interest thereon at eight and one-half
percent (8 . 50) per annum commencing May 1, 1994 ( "Interest Accrual
Commencement Date") .
1 . Repayment by Maker. Maker shall pay monthly installments
of principal and interest in the amount of ONE HUNDRED SEVENTY-SIX
AND 84/100 DOLLARS ($176 . 84) each to Holder in lawful money of the
United States, commencing on the Interest Accrual Commencement Date
and continuing on the first day of each calendar month thereafter
until principal and interest has been fully paid. If not sooner
paid, the unpaid principal balance and accrued interest hereunder
shall be due and payable on April 1, 2000 .
Any payments made by Maker in payment of this Note shall
be applied first to the interest then accrued and due on the unpaid
principal balance under this Note, and the remainder of each
payment shall be applied to the reduction of the unpaid principal .
2 . Prepayment . This Note may be prepaid in whole or in part
at any time without penalty.
3 . Note Secured by Guaranty. This Note is secured by a
Guaranty of even date herewith executed by Joy and Bill Short
( "Guaranty" ) and any other instruments, now or hereafter executed
by Maker in favor of Holder, which in any manner constitute
additional security for this Note .
4 . Late Charge. Maker agrees that if Maker fails to make
any payment provided for herein more than five (5) days after the
due date thereof, it would be impracticable or extremely difficult
to fix the actual damages resulting therefrom to Holder, and,
therefore, Maker hereby agrees to pay to Holder a late charge equal
to five percent (50) of any payment which is not made within five
(5) days after the due date thereof, not as a penalty, but for the
purpose of defraying the expenses incident to handling such
delinquent payment . Such late charge represents the reasonable
estimate of a fair average compensation for the loss that may be
sustained by Holder due to the failure of Maker to make timely
payments . Such late charge shall be paid without prejudice to the
right of Holder to collect any other amount provided to be paid or
FS2\383\014084-0006\2101457.1 06/14/94
to declare a default under this Note. Such late charge shall be
payable not later than thirty (30) days after the due date of the
delinquent payment .
5 . Acceleration of Obligation. Upon the failure to make
payment of any installment due under this Note as and when the same
becomes due and payable (whether by extension, acceleration or
otherwise) , or in the event of default under that certain Carriage
Yard/Vineyard Parking Lot Lease (Lease Agreement #236) dated May
29, 1990 between Maker and Holder, as amended by that certain First
Amendment to Carriage Trade, Ltd. Lease of even date herewith
between Maker and Holder (including, but not limited to, the
abandonment of the premises leased therein) , or any breach of any
other promise or obligation in this Note or in any other instrument
now or hereafter securing the indebtedness evidenced hereby, then,
and in any of such events, Holder may, at its option, declare this
Note and the entire indebtedness hereby evidenced, including,
without limitation, all accrued interest, to be immediately due and
payable and collectible then or thereafter as Holder may elect,
regardless of the date of maturity, and notice of the exercise of
said option is hereby expressly waived by Maker.
6 . Collection Costs ; Attorneys' Fees . If this Note is not
paid when due, whether at maturity or by acceleration, Maker
promises to pay all costs of collection, including, but not limited
to, attorneys' fees and all expenses incurred in connection with
the protection or realization of the collateral securing the
payment hereof or enforcement of any guarantee, incurred by Holder
on account of such collection, whether or not suit is filed hereon.
7 . Waivers by Maker. Maker and all endorsers, guarantors
and persons liable or to become liable on this Note waive
presentment, protest and demand, notice of protest, demand and
dishonor and nonpayment of this Note and any and all other notices
or matters of a like nature .
8 . Severability. The unenforceability or invalidity of any
provision or provisions of this Note as to any persons or
circumstances shall not render that provision or those provisions
unenforceable or invalid as to any other provisions or
circumstances, and all provisions hereof, in all other respects,
shall remain valid and enforceable.
9 . Modifications . Neither this Note nor any term hereof may
be waived, amended, discharged, modified, changed or terminated
orally; nor shall any waiver of any provision hereof be effective
except by an instrument in writing signed by Maker and Holder. No
delay or omission on the part of Holder in exercising any right
hereunder shall operate as a waiver of such right or of any other
right under this Note .
FS2\363\014084-0006\2101457.1 06/14/94 -2-
10 . No Waiver by Holder. No waiver of any breach, default or
failure of condition under the terms of this Note shall be implied
from any failure of the Holder of this Note to take, or any delay
be implied from any failure by the Holder in taking action with
respect to such breach, default or failure from any prior waiver of
any similar or unrelated breach, default or failure .
11 . Usury. Notwithstanding any provision in this Note or any
document securing same, 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.
12 . Governing Law. This Note has been executed and delivered
by Maker in the State of California and is to be governed and
construed in accordance with the laws thereof .
IN WITNESS WHEREOF, Maker has executed this Note to be
effective as of the date and year first above written.
CARRIAGE TRADE, LTD. , a California
corporation
By:
By:
t, P ien
i ho "Maker"
APPROVED AS TO FORM AND CONTENT
RUTAN & TUCKER
s
David S.-JAleshire, Esq.
Agency Counsel
FS2\383\014084-0006\2101457.1 06/14/94 -3-
GUARANTY
THIS GUARANTY (Guaranty") is made to be effective as of this
first day of May 1994, by BILL AND JOY SHORT, husband and wife
("Guarantor") , in favor of the COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, CALIFORNIA, a public body, corporate and
politic ("Lender") .
R E C I T A L S•
A. Carriage Trade, Ltd. , a California corporation
("Borrower") , proposes to borrow from Lender the principal sum of
NINE THOUSAND NINE HUNDRED FORTY-SIX AND 67/100 DOLLARS ($9 , 946 . 67)
(the "Loan") evidenced by a promissory note for the amount of the
Loan of even date herewith executed by Borrower (the "Note") .
B. As a condition precedent to Lender's making the Loan,
Guarantor has agreed to execute this Guaranty in order to guaranty
to Lender repayment of the Loan pursuant to the terms of the Note.
NOW, THEREFORE, in consideration of Lender's making the Loan
and for other good and valuable consideration, receipt of which is
hereby acknowledged, Guarantor unconditionally guarantees and
agrees as follows:
1. Guarantor jointly and severally unconditionally
guarantees and promises to pay to Lender or order, on demand, in
lawful money of the United States, the principal sum of NINE
THOUSAND NINE HUNDRED FORTY-SIX AND 67/100 DOLLARS ($9 , 946 . 67)
together with interest thereon and all other sums due pursuant to
all the terms and conditions of the Note.
2 . Guarantor agrees that this Guaranty is separate,
independent of and in addition to the obligations and undertakings
of Borrower pursuant to the Note and a separate action or actions
may be brought and prosecuted against Guarantor hereon whether
action is brought against Borrower or whether Borrower be joined in
any such action or actions. Guarantor waives the benefit of any
statute of limitations affecting the liability of Guarantor
hereunder or the enforcement hereof and agrees that any repayment
of the Loan or any part thereof or other act which shall toll any
statute of limitations applicable thereto shall similarly operate
to toll such statute of limitations applicable to Guarantor's
liability hereunder.
3 . Guarantor authorizes Lender, without notice or demand and
without affecting the liability of Guarantor and each of them
hereunder, from time to time to (a) renew, extend, accelerate or
otherwise change the terms of the Loan set forth in the Note, or
otherwise change the rate of interest thereon; (b) take and hold
security for the payment of this Guaranty or the Loan guaranteed
hereby and exchange, enforce, waive and release any such security;
(c) apply the security, if any, and direct the order or manner of
Fs2\383\014084-0006\2101475.1 06/16/94
sale of the security, if any, as Lender in its discretion may
determine; and (d) release or substitute any one or more of the
endorsers of the Note or any one or more of Guarantor. Lender,
without notice, may assign this Guaranty in whole or in part.
4 . Guarantor waives all right to require Lender to (a)
proceed against Borrower; (b) proceed against or exhaust any
security held from Borrower; (c) pursue any other remedy in
Lender's power; or (d) accelerate the indebtedness and sums owing
Lender under the Note as a condition to proceeding against
Guarantor hereunder after a default or event of default by Borrower
under the Note. Guarantor waives all defenses arising by reason of
any disability or other defense of Borrower or by reason of the
cessation of the liability of Borrower from any cause other than
full repayment of the Loan. Guarantor waives all defenses which
may be acquired by reason of Lender's election of any remedy
against Guarantor or Borrower or both. Guarantor waives all
defenses which Guarantor or Borrower may have pursuant to Sections
2809, 2810, 2819, 2845, 2847, 2848, 2850, 2899 and 3433 of the
California Civil Code. Until the Loan shall have been repaid in
full, Guarantor shall have no right of subrogation, and waives all
right to enforce any remedy which Lender now has or may hereafter
have against Borrower, and waives all benefit of, and all right to
participate in any security now or hereafter held by Lender.
Guarantor waives all presentments, demands for performance, notice
of non-performance, protests, notices of protest, notices of
dishonor, and notices of acceptance of this Guaranty.
5. Notwithstanding anything herein to the contrary, it is
expressly understood and agreed to by the parties hereto that Guar-
antor cannot exercise any remedies hereunder as long as Borrower is
current on the payments required under the Note and not in default.
6. Guarantor agrees to pay the attorneys' fees and all other
costs and expenses which may be incurred by Lender in the
enforcement of this Guaranty and in the repayment of the Loan
guaranteed hereunder.
7 . All married persons who sign this Guaranty hereby
expressly agree that recourse may be had against his or her
separate property for all obligations under this Guaranty.
8 . In all cases where there is more than one Borrower named
herein, or when this Guaranty is executed by more than one
Guarantor, the word "Borrower" and the word "Guarantor"
respectively shall mean all and any one or more of them.
Lender's Address Guarantor's Address
Community Redevelopment Agency Bill and Joy Short
of the City of Palm Springs 2319 Broadmoor Drive
3200 E. Tahquitz Canyon Way P.O. Box 4685
P.O. Box 2743 Palm Springs, CA 92263
Palm Springs, CA 92263
Attn: Executive Director
F52\383\014084-0006\2101475.1 06/16/94 -2-
1. . x 0 0
With Copy To:
Rutan & Tucker
611 Anton Boulevard, 14th Floor
P.O. Box 1950
Costa Mesa, CA 92628
Attn: David J. Aleshire, Esq.
IN WITNESS WHEREOF, Lender and Guarantor have executed this
Guaranty to be effective as of the day and the year first above
written.
O/?,C�.
J SH
r �
BILL S T
"Guarantor"
ACCEPTED:
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS,
CALIFO , a pu c body, corporate
and olitic
By:
Exec ve irect
"Lender"
APPROVED AS TO FORM AND CONTENT
RUTAN & TUCKER
By: > 1" %ds�, ' ✓ate_
David J lk{Aaeshire, Esq.
Agency Counsel
F52\383\014084-0006\2101475.1 06/16/94 -3-
CARRIAGE YARD/VINEYARD PARKING LOT LEE o
•THIS LEASE, dated - 1990, between Community Redevelopment m Y
Agency of the City of Palm Springs (Lessor) , and Carriage Trade, Ltd. 3 UU r-
(Lessee) , is based upon the following;
v <: o
RECITALS OF FACT: J D °' d=
Y m i0
A.
Lessor is the owner of certain premises and improvements in the City of M4� o
Palm Springs, County of Riverside, State of California, located at So W 1 ' z 0
Belardo Road, (which said premises are part of the Vineyard Parking a w
Lot;) and
� •� w
00
s w in
B. Lessee desires to lease said premises and improvements for the purpose z o C
U4. U Qd'
of conducting therein a carriage storage yard and tack room, and for ne
4 / other purpose.
AGREEMENT: Lessor, in consideration of the rentals hereinafter agreed to be
paid by Lessee, and the covenants herein contained , leases to Lessee the
aforementioned premises and improvements UPON THE FOLLOWING TERMS AND
CONDITIONS:
U 1. TERM - This lease shall be for a term of five (5) years commencing
q on May 1 , 1990, and terminating on April 30, 1995.
2. RENTAL - In return for the construction of the carriage storage
yard and tack room and the downtown carriage service accommodated
by the aforementioned premises and operated by Carriage Trade,
Ltd. , no rental fees shall be charged to the Lessee during the
term of this lease.
3. OPTION TO RENEW - At the termination of this, the Lessee shall
have the option for an additional five-year lease subject to the
same terms and conditions , except that the monthly rental amount
/ shall be as follows :
` The Lessee agrees to pay the Agency in advance on the first day of
each calendar month of the lease -term for the leased premises,
rent as follows : (a) monthlyjnstallments of One Hundred and
Fifty ($150.00) dollars commencxing on May 1 , 1995, and each month
G thereafter to and through April 30, 1996; (b) thereafter the
monthly rental shall be adjusted gK the- first day of May of each
rental year of this Agreement an amount equal to the annual
percentage increase in the Cons mer Price Index (United States
city average, all urban consumers, all items, 1967 = 100) for the
prior year, measured as of the month of March, but said increase
shall not be in an amount to exceed 10.0%.
That the Lessee shall pay the rent above specified in advance by
9 check payable to "City of Palm Springs" , and mailed to:
�A �® City of Palm Springs
� ! Finance Department
BCD P.O. Box 1786
Palm Springs, CA 92263
ATTN: Billing Clerk
4. CONSTRUCTION - The Lessee shall be entitled to construct a
carriage storage yard and tack room on the premises subject to
nn plans approved by the Community Development and Economic
Development departments of the City of Palm Springs. Said
construction shall be done at the sole cost of the Lessee. lessor
agrees to lend funds to lessee to assist in construction of the
facility, such loan not to exceed $7,000 or one half of the total
cost of such construction, whichever is the lesser amount. Said
loan shall be secured by the Lessee's personal and corporate
guarantee. Said loan shall be executed upon the acceptance of the
facility by the Community Development Department of the City of
Palm Springs. Said loan shall carry an interest rate of 8.5% per
annum and shall be repaid in 60 monthly payments of equal amounts.
Payments on said loan shall commence on January 1 , 1991. No
Carriage Yard Lease • •
Page 2
storage shall occur on the site until the acceptance of the
improvements by the Community Development Department of the City
of Palm Springs.
5. DOWNTOWN CARRIAGE SERVICE - Lessee agrees to continue on a regular
basis the downtown horse and carriage service. This service shall
operate at the discretion of the Lessee with weather, acts of God,
catastrophic occurances and numbers of people affecting
operational decisions of Carriage Trade, Ltd.
5 OWNERSHIP OF IMPROVEMENTS - Upon the end of this lease and its
extensions, the improvements constructed on the site shall vest in
4
the name of the Lessor.
7. CONDUCT BUSINESS - Lessee agrees at all times to maintain and
conduct lessee's business in a lawful manner and in strict
compliance with and observance of all Government rules,
regulations, ordinances and laws. Lessee will so conduct its
business so as not to invalidate or increase the cost of any
policy of insurance carried by Lessor on the premises,
improvements and equipment. Nothing in this paragraph is intended
to mean that Lessor will , or is required to, carry insurance on
the premises, improvements or equipment.
8. ASSIGNMENT AND SUBLETTING - The premises shall be used for no
other purpose than as above specified without the written consent
of Lessor, and Lessee shall not sublet the premises or any part
thereof, nor assign nor hypothecate this lease nor any rights
therein nor in the leasehold premises without such written consent
being first obtained. Any subletting, assignment or hypothecation
without such written consent shall be void and shall be cause for
cancellation of this lease by Lessor at its option.
9,0� ALTERATIONS - Lessee agrees not to make or allow to be made any
change, alteration or addition to or in any of the premises or
improvements without first obtaining written consent of Lessor.
All such alterations shall be made by Lessee at its own expense
and Lessor shall be held harmless from any costs or liens as a
result of such alterations or improvements.
10. FIXTURES - Lessee shall furnish all fixtures, equipment and
furniture necessary for the conduct and operation of its business
r s except those specifically agreed to be provided by Lessor.
Lessee's fixtures, equipment and furniture shall not nor shall any
part thereof be permanently affixed to the buildings or to the
floors or walls of the demised premises. At any time prior to
expiration or termination of this lease, Lessee may remove said
fixtures, furniture and equipment from the demised premises,
provided, however, such removal shall not in any way damage the
walls, floors, ceilings, doors or any other part of the demised
premises belonging to the Lessor. Any injury to the premises
caused by such removal shall be repaired by Lessee.
11 . CONDITION OF PREMISES AND REPAIRS - The premises are accepted by
Lessee in their present condition, and Lessee will at all times
keep the premises neat, clean and in a sanitary condition.
Lessee, at its expense, shall repair and maintain the mechan1cal
equipment. Lessee shall also maintain outside walls, roof and
foundation in a reasonable condition. Lessee, at its expense,
shall make all other repairs and maintain the premises in a good
repair as they now are or may be hereafter.
Carriage Yard Lease •
Page 3
12. HOLD HARMLESS AGREEMENT - Lessee hereby waives all claims and
recourse against the Agency including the right to contribution
for loss or damage to persons or property arising from, growing
out of, or in any way connected with or incidental to this
Agreement.
Lessee agrees to indemnify, defend and save Agency, its agents and
employees harmless from any and all liability, claims , damages , or
injuries to any person, including injury to Lessee or its
employees and all claims which arise from or are connected with
the performance of or failure to perform the work or other
obligations of this agreement, or are caused or claim to be caused
by the acts or omissions of Lessee its agents or employees, and
all expenses of investigating and defending against same;
provided, however, that this indemnification and hold harmless
shall not include any claim arising from the sole negligence or
willful misconduct of the Agency, its agents or employees.
13. INDEPENDENT CONTRACTOR - It is understood and agreed that the
Lessee is , and at all times shall be, an independent contractor
and nothing contained herein shall be construed as making the
Lessee, or any individual whose compensation for services is paid
by the Lessee, an agent or employee of the Agency, or authorizing
the Lessee to create or assume any obligation or liability for or
on behalf of the Agency.
14. LIABILITY INSURANCE - During the entire term of this Lease, Lessee
agrees to procure and maintain public liability insurance at its
sole expense to protect against loss from the liability imposed by
law for damages on account of bodily injury, including death
therefrom, suffered or alleged to be suffered by any person from
any act or activities of the Agency or Lessee, its sublessee or
any person acting for the Agency or Lessee or under its control or
\/ ,direction, and also to protect against loss from liability imposed
� lI by law for damages to any property of any person caused directly
or indirectly by or from acts or activities of the Agency, or
r Lessee, or its sublessees, or any person acting for the Agency or
�1 Lessee, or under its control or direction. Such public liability
and property damage insurance shall also provide for and protect
the Agency against incurring any legal cost in defending claims
for alleged loss. Such public liability and property damage
insurance shall be maintained in full force and effect throughout
the term of this lease and any extension thereof in the following
minimum limits :
Bodily Injury $ 500,000 each person
$1,000,000 each occurrence
$1,000,000 operations
Property Damage $ 500,000 each occurrence
$ 500,000 aggregate
A combined single limit policy with aggregate limits in the amount
of $1,000,000 will be considered equivalent to the required
minimum limits.
All of such insurance shall be primary insurance and shall name
the Community Redevelopment Agency of the City of Palm Springs as
an additional insured.
If the operation under this Lease results in an increased or
decreased risk in the opinion of the Executive Director, then
Lessee agrees that the minimum limits hereinabove designated shall
be changed accordingly upon request by the Executive Director;
provided, however, that the Lessee may appeal to the Agency Board
of Directors within ten days after any increase is requested and
such requirement for increased coverage shall be subject to
determination by the Agency Board of Directors.
Carriage Yard Lease • •
Page 4
Lessee agrees that provisions of this paragraph as to maintenance
of insurance shall not be construed as limiting in any way the
extent to which the Lessee may be held responsible for the payment
of damages to persons or property resulting from Lessee's
activities, the activities of its Sublessees, or the activities of
any person or persons for which Lessee is otherwise responsible.
15. WORKER'S COMPENSATION INSURANCE - The Lessee shall procure and
maintain, at its sole expense, Worker's Compensation Insurance in
such 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 Lessee and the Agency against any loss,
claim, or damage arising from any injuries or occupational
diseases happening to any worker employed by the Lessee in the
course of carrying out the within agreement.
16. FIRE & EXTENDED COVERAGE INSURANCE - Lessee also agrees to procure
and maintain, at its sole expense, during the term of this Lease,
and any extension thereof, a policy of fire, extended coverage and
vandalism insurance on all permanent property, of an insurable
nature located upon the leased premises on a replacement cost
basis. Said policy shall be in an amount sufficient to cover at
least eighty percent (80%) of the replacement costs of said
property. Lessee agrees to pay the premium for such insurance and
shall require that any insurance proceeds resulting from a loss
under said policy are payable jointly to Agency and Lessee. Said
proceeds shall constitute a trust fund to be reinvested in
rebuilding or repairing the damaged property or said proceeds may
be disposed of as specified in paragraph following, entitled
�9 "Waste, Damage or Destruction "hereof; provided, however, that
within the period during which there is in existence a mortgage
upon the leasehold , then and for that period all policies of fire
insurance, extended coverage and vandalism shall be made payable
i� jointly to the mortgagee or beneficiary, the named insured, and
p� l� Agency, and shall be disposed of jointly by the parties for the
/� I_ ('� J following purposes:
a. As a trust fund to be retained by said mortgagee or
beneficiary and applied in reduction of the debt secured by
1 such mortgage with the excess remaining after full payment
of said debt to be paid over to Lessee and Agency to pay for
reconstruction, repair, or replacement of the damaged or
destroyed improvements in progress payments as the work is
performed. The balance of said proceeds shall be paid to
Lessee.
Provided, further however, nothing herein shall prevent
Lessee, at its option and with the approval of said mort-
gagee or beneficiary, from filing a faithful performance
bond in favor of said mortgagee or beneficiary and Agency in
an amount equivalent to said insurance proceeds in lieu of
surrendering said insurance proceeds to said mortgagee or
beneficiary and Agency.
b. In the event that this Lease is terminated by mutual
, ,- agreement and said improvements are not reconstructed,
repaired or replaced, the insurance proceeds shall be
jointly retained by Agency and said mortgagee or beneficiary
to the extent necessary to first discharge the debt secured
by said mortgagee or beneficiary shall hold the balance of
said proceeds for Agency and Lessee as their interests may
appear. If any sums remain unpaid under the loan referred
to in Paragraph 4, such balance of proceeds shall be applied
to payment of said loan.
Lessee agrees to increase the limits of liability when, in the
opinion of the Executive Director, the value of the improvements
covered is increased, subject to the availability of such
insurance at the increased limits ; provided, however, that the
Lessee may appeal to the Agency Board of Directors within ten days
Carriage Yard Lease • •
Page 5
after any increase is requested and such requirement for increased
coverage shall be subject to determination by the Agency Board of
Directors.
17.
WASTE, DAMAGE OR DESTRUCTION - Lessee agrees to give notice to the
Agency of any fire or other damage that may occur on the leased
premises within ten days of such fire or damage. Lessee agrees
not to commit or suffer to be committed any waste or injury or any
public or private nuisance, to keep the premises clean and clear
of refuse and obstructions , and to dispose of all garbage, trash
and rubbish in a manner satisfactory to the Agency. If the leased
premises shall be damaged by any cause which puts the premises
into a condition which is not decent, safe, healthy and sanitary,
Lessee agrees to make or cause to be made full repair of said
damage and to restore the premises to the condition which existed
prior to said damage, or Lessee agrees to clear and remove from
the leased premises all debris resulting from said damage and
rebuild the premises in accordance with plans and specifications
previously submitted to the Agency and approved in writing in
order to replace in kind and scope the operation which existed
prior to such damage.
Lessee agrees that preliminary steps toward performing repairs,
restoration or replacement of the premises shall be commenced by
Lessee within thirty days and the required repairs , restoration or
replacement shall be completed within a reasonable time there-
/, after.
18. EVIDENCE OF INSURANCE - A Certificate of Insurance, or an appro-
priate insurance binder, evidencing the above insurance coverage
with a company acceptable to the Executive Director shall be
submitted to the Agency prior to execution of this Lease naming
the Agency as an additional named insured.
p�19KNOTICE TO AGENCY, INSURANCE COVERAGE CHANGE - The terms of the
insurance policy or policies issued to provide the above insurance
TI coverage shall provide that said insurance may not be amended or
cancelled by the carrier, for non-payment of premiums or other-
wise, without thirty (30) days prior written notice of amendment
or cancellation to the Agency. In the event the said insurance is
cancelled, the Lessee shall , prior to the cancellation date, sub-
mit to the City Clerk new evidence of insurance in the amounts
heretofore established.
20. ROSSESSORY INTEREST - Lessee recognizes and understands that this
)Zease may create a possessory interest subject to property
,,taxation and that the Lessee agrees to pay any property taxes
levied on such interest.
21
TAXES - Lessee agrees to pay when due all business and personal
property taxes levied against its personal property located on the
demised premises and any taxes levied against Lessee by reason of
the operation of its business on the demised premises. In no
event shall Lessor be held liable for payment of such taxes.
22. FIRE OR EARTHQUAKE - In case the demised premises shall during the
term of this Lease be destroyed or damaged by fire, earthquake or
any other unavoidable accident so that the demised premises shall
be wholly unfit for use, then such rent or the proportionate part
thereof shall be abated until the premises shall be put in proper
repair or said lease terminated at the election of Lessor. If
Lessee does not repair the building within a reasonable time, then
Lessor may terminate said Lease at its election.
2 BANKRUPTCY - If any adjudication of bankruptcy or insolvency be
rendered against Lessee, or if a receiver of the business or of
the assets of Lessee be appointed, or if any writ of attachment of
execution should be levied on any property of Lessee on the
demised premises and not removed within forty-eight (48) hours, or
if any sale or attempted sale of the leasehold interest hereby
Carriage Yard Lease . .
Page 6
created should be made under or by virtue of any execution or
other judicial process, Lessor may at its option immediately
terminate this Lease, and no person shall have the right to use,
possess or occupy the premises by virtue thereof.
24. DEFAULT - Should default be made by Lessee in performance of the
j agreements and covenants herein contained, it shall be lawful for
Lessor at its option to declare the term of this Lease ended and
to re-enter the demised premises or any part thereof, and to expel
or remove Lessee or any other person who may be upon the demised
premises, together with all goods and chattels found therein , and
to repossess and enjoy said premises again as in its former
estate. If at any time said term shall be ended at the election
of Lessor as aforesaid, or in any other way, Lessee hereby
covenants and agrees to surrender and deliver up the demised
premises to Lessor immediately upon such termination.
25. ATTORNEY'S FEES - Lessee agrees to pay and discharge all costs and
expenses including reasonable attorneys' fees that may be incurred
4 by Lessor in enforcing the covenants of this lease or the rights
of Lessor in the demised premises. Lessee agrees at the
termination of this Lease for any reason to quietly vacate and
surrender the demised premises in good condition, reasonable wear
and tear excepted.
7.65' HEIRS AND ASSIGNS - Each and all of the provisions hereof shall be
binding upon and inure to the benefit of the successors and
d assigns of Lessor, the successors, assigns, heirs.
fJ ® 27,. /' WAIVER BY LESSEE - Lessee waives all rights under Section 1942 of
the Civil Code of the State of California, and agrees not to
„i VVV deduct the expenses of any repairs from rental payable to Lessor.
6
28. UTILITIES - Lessee agrees to pay promptly all charges against the
I leased premises for public utilities for electricity, waste
disposal , gas, water and telephone. Lessor agrees at its expense
to keep the surrounding garden, walks and lawn in good condition.
IN WITNESS WHEREOF the parties have executed this Lease on the day and year
first above written.
�1 C RRIAGE TRADE, LTD.
Cfo By
BILL SHORT
Chief Executive Officer
ATTEST: l CITY OF PALM SPRINGS, CALIFORNIA
City Clerk City Manager
REVIEWED & APPROVED
V [ 7 `'P �:5:?PWVII JPIJITY C;C EV.
76
�� 1, lnramnre nmcvr!
Lester Kalmanson Agency
fl) CCAAPLETE INSURANCE SERVICE
II I� J
235 S. MAITLAND AVENUE
POST OFFICE BOX 8
MAITLAND, FLORIDA 32751
PHONE: (305) 645-5000
CONFIRMATION OF INSURANCE NO:80-1096239
DATE: May 8, 1990
IN ACCORDANCE WITH YOUR INSTRUCTIONS, WE HAVE EFFECTED THE FOLLOWING
INSURANCE. THE PREMIUM FOR THIS INSURANCE IS DUE AND PAYABLE AS OF
THE ATTACHMENT DATE, UNLESS OTHERWISE AGREED.
INSURED NAME & ADDRESS: William Short/WHS Associates, Inc.
Joy Short Principals DBA Carriage
Trade, LTD
P. 0. Box 4685
Palm Springs, CA 92262
PERIOD OF INSURANCE: 9/26/89 - 9/26/90
TYPE/SUBJECT OF INSURANCE: Carriage Liability & Physical Damage 2 CARRIAGES
COVERAGE AND/OR PERILS: Owners, Landlords, and Tenants
INSURED AMOUNT AND/OR LIMIT OF LIABILITY: $1,000,000 CSL Per Occurrence
DEDUCTIBLE AND/OR UNDERLYING INSURANCE: $500.00 Deductible Per Claim
RATE AND/OR PREMIUM: On File With The Company
CONDITIONS: Horse (mule) drawn carriage(s) operated by the insured and used
for carrying passengers for a consideration
ADDITIONAL INSURED: Community Redevelopment Agency of The City of Palm Springs
Palm Springs, CA
INSURED WITH:Interstate Fire & Casualty
THIS DOCUMENT IS INTENDED AS EVIDENCE THAT INSURANCE DESCRIBED HEREUNDER
HAS BEEN EFFECTED FOR WHICH A CERTIFICATE OR POLICY WILL BE ISSUED BY
UNDERWRITERS. IMMEDIATE ADVICE MUST BE GIVEN OF ANY DISCREPANCIES,
INACCURACIES OR NECESSARY CHANGES.
LESTER. 'FANSOTI-= NCY, INC.
AUUTHORIZED REPRESENTATIVE -
MITCHEL KALMANSON
CONFIRMATION OF MSURANCE COVERAGE Effective Date: 9/2 1 ' Dale: 5/08/90
This is to certify that the fc1ong indicated coverage(s) or change(s) have- ordered from the
Company: See Attached
cn-!F�' ,CLEPU'K,
The policy(s) or endorsement(s) will be forwarded to you as 5—oo—n'di received in this'office. Until
you receive the policy(s) or endorsement(s), however, be assured that all of the applicable coverage
is considered bound by both the Company and this Agency, and is in full force and effect.
If any change in the above described coverages is desired, please contact this office.
F William Short LESTER KALMANSON AGENCY
To Carriage Trade, Ltd. COMPLETE INSURANCE SERVICE
235 SOUTH MAITLAND AVENUE
POST OFFICE BOX 8
L MAITLAND,FLORIDA 32751
Phone: (305)645-5000