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04499 - WELL IN THE DESERT FREY LEASE
DOCUMENT TRACKING Page: 4 Report: Expired Documents Summary March 4, 2008 Condition: Oldest Date= 1 1, Groups=COMMUNITY& ECONOMIC,ALL Services, ALL XPEFs Document# Description Approval Date Expiration Date Closed Date A4398 Sale City-owned 7,640 Sq Ft Parcel Via Olivera/indian Cyy \ 9/05/20(� 09/01/2003 Company Name: Burnett Companies Address: n n, Group: COMMUNITY& ECONOMIC �YP Service; MIA ! - xRef: COMMUNITY& ECONOMIC DEVELOPMENT �t` �� ��t � y� �JJ- Ins. Status: INACTIVE V �Y1t9t/ A4499 Jaycee Frey 91dg Use Lease 5/15/2002 06/01/2006 Company Name: Well In The Desert Address: P. 0 Box 5312, Palm Springs, CA 92263-5312 , f�,� Group: COMMUNITY& ECONOMIC - r \ b Service: Lease Agreement xRef: COMMUNITY& ECONOMIC DEVELOPMENT Ins. Status: A policy has Expired. A4589 Subrecipient Agreement,Construction Project 1-1/0112002 11/01/2003 Company Name: Desert Aids Project V 4L Address: P. 0, Box 2890, Palm Springs, CA 92263 �.�a`� Group: GOMMUNITY& ECONOMIC �*' Service: In File �y $"" xRef: COMMUNITY& ECONOMIC DEVELOPMENT O� �,� C Ins. Status: A policy has Expired. i V Well in the Desert r Lease Frey Bldg AGREEMENT #4499 Amend 1 R20747, 10-1-03 AMENDMENT # 1 TO LEASE AGREEMENT # A4499 WITH THE VVELL-IN Fht UtstKI (THE WELL) FOR LEASE AGREEMENT OF THE DR. R.G. FREY-JAYCEES COMMUNITY BUILDING. RECITAL A. The lease term does not go beyond the period for which the property would be needed for City purposes. Lessee is required to perform appropriate maintenance. All insurances policies are provided in accordance with City procedures. B. The rent has been reduced to less than fair market value to the extent of $4,800.00 . This reduction is justified in that (a) The Well is IRS tax-exempt as is this program, (b) the rent reduction is necessary for The Well to fund its program, (c) there are few appropriate locations in the City for The Well to provide this program, and (d) due to the difficulties of participants in the program obtaining transportation, participants are likely to primarily be City residents. AMENDMENT THIS FIRST AMENDMENT TO THE LEASE AGREEMENT (# A4499 herein Agreement), is made and entered into this 1 sX day of October , 2003, by and between the City of Palm Springs (herein City), a municipal corporation, and The Well in the Desert (herein The Well), and amends that certain Lease Agreement dated August 1, 2002, as amended, between the same parties, as follows: 1. Paragraph 1.4 Rental shall be amended to include the following: The Well shall not be obligated to pay any rent to the City for the lease of the Site. The parties acknowledge that the service provided by The Well to the community under this Lease serves as a benefit to the City in establishing valuable services for the homeless and needy which provides the consideration for City's obligations hereunder. 2. Paragraph 1.6 Use of Site shall be amended to include the following: The Well shall be permitted to collaborate with and allow designated space for Episcopal Community Services and the County of Riverside Homeless Intervention Team, as additional providers of homeless and social services, to complement the feeding program with broad-based, comprehensive and integrated client case management and referral services for employment, housing, medical and other personal needs to move individuals and families from poverty to productive self-sufficient living. 3. Paragraph 1.8 "City's" Address for Notices shall be amended to revise 'With a copy to' as follows: Aleshire, Wynder& Sylva, LLP 18881 Von Karman Avenue, Suite 400 Irvine, CA 92612-6525 Attn: David J. Aleshire, Esq. 4. Paragraph 4.1 Permitted Use shall be amended to include the following: The Well shall be permitted to establish internet, mail and telephone services, at its sole cost and expense within the designated space for Episcopal Community Services, that provides the highest level of resources to assist with client referral and employment search. GiRIGINAL alo A ;D(Z_ R AGRUMFNIS 5. Paragraph 4.5 Hours of Operations shall be amended to include the following: The Well and its additional providers of homeless and social services shall conduct business during the normal workweek of Monday through Friday. 6. Exhibit "F" Construction Improvement Schedule shall be amended to read: "complete the improvements no later than March 31, 2004". 7. The City Manager is authorized to execute a formal amendment to this Agreement as required in accordance with Resolution 20747 which City Council had findings that The Well is exempt from taxation under the IRS Code, Section 501 (c) (3) since August 1996; its program qualifies as an IRS tax-exempt function; it is the only hot meal feeding program in the community; the beneficiaries are primarily Palm Springs residents; the rental reduction is clearly necessary to provide the service of a five day a week hot meal feeding program; and, the project's net- dollar value to the community of such program is estimated at $78,000 annually and that Resolution 20331 approving the Lease. IN WITNESS WHEREOF, the parties have executed and entered into this Amendment as of the date stated below. ATTEST: CITY OF PALM SPRINGS, a municipal corporation �,/� � By fs fr �jPe1L 4ACity Cleric/ a �, City M ag@r ED this day of October , 2003. REVIEWED AND APPROVED Aleshire, Wynder & Sylva, LLP By: David J. I hire, Esq. City Attorney THE WELL, a California non-profit public benefit corporation: The Well In The Desert R Ms� A PPiti Url-RD 19/V THE QXITQ C'*WWLN Name: Wayne R. McKinny, M.D. Title: President ADDRESS: PO Box 5312 Palm Springs, CA 92263-3522 Well in the Desert Lease AGREEMMT #4499 5-15-02, R20331 LEASE By and Between THE CITY OF PALM SPRINGS and The Well In The Desert TABLE OF CONTENTS Page No• 1.0 LEASE SUMMARY................................................................................................... 1 1.1 Site.................................................................................................................... 1 1.2 Lease Commencement Date............................................................................. 1 1.3 Extension Options............................................................................................ 1 1.4 Rental. ..............................................................................................................2 1.5 Security Deoosit...............................................................................................2 1.6 Use of Site........................................................................................................2 1.7 The Well's Address for Notices.......................................................................2 1.8 The City's Address for Notices. .......................................................................2 2.0 TERM..........................................................................................................................3 2.1 Term.................................................................................................................3 2.2 Termination By City. .......................................................................................3 2.3 Holding Over........................................................... ........................................3 3.0 RENTAL......................................................................................................................3 3.1 Annual Rental...................................................................................................3 3.2 Real Property Taxes.........................................................................................3 3.3 Personal Property Taxes...................................................................................3 3.4 Utilities.............................................................................................................3 3.5 Late Payment....................................................................................................3 3.6 Interest..............................................................................................................4 4.0 USE OF THE SITE ....................................................................................................4 4.1 Permitted Use...................................................................................................4 4.2 Prohibited Uses. ............................................................................................... 4 4.3 Compliance with Laws.....................................................................................4 4.4 Siens.................................................................................................................5 4.5 Hours of Business. .................... ......................................................................5 4.6 Rules and Regulations......................................................................................6 4.7 Public Access...................................................................................................6 5.0 CONSTRUCTION OF NEW FACILITIES, ALTERATIONS AND REPAIRS..................................................................................................................... 6 i 5.1 Construction of Improvements.........................................................................6 5.2 Alterations and Fixtures................................................................................... 6 5.3 Maintenance and Repair................................................................................... 7 5.4 Free from Liens................................................................................................7 6.0 INSURANCE AND INDEMNIFICATION.............................................................. 7 6.1 Insurance Provided by City..............................................................................7 6.2 Insurance Provided by The Well...................................................................... 8 6.3 Indemnification of City.................................................................................... 9 7.0 DAMAGE AND DESTRUCTION OF SITE. ........................................................ 10 8.0 ASSIGNMENT AND SUBLETTING..................................................................... 10 8.1 City's Consent Required................................................................................. 10 8.2 No Release. .................................................................................................... 11 9.0 DEFAULT AND REMEDIES................................................................................. 11 9.1 Default by The Well....................................................................................... 11 9.2 No Waiver...................................................................................................... 13 9.3 City's Default................................................................................................. 13 10.0 CONDEMNATION.................................................................................................. 13 11.0 MISCELLANEOUS................................................................................................. 13 11.1 Entry and Inspection....................................................................................... 13 11.2 Estoppel Certificate........................................................................................ 13 11.3 Jurisdiction and Venue................................................................................... 14 11.4 Partial Invalidity............................................................................................. 14 11.5 Successors in Interest..................................................................................... 14 11.6 No Oral Agreements....................................................................................... 14 11.7 Authority........................................................................................................ 14 11.8 Relationship of Parties. .................................................................................. 14 11.9 Nondiscrimination.......................................................................................... 14 11.10 Notices............................................................................................................ 15 11.11 Waiver............................................................................................................ 15 11.12 Exhibits and Addenda. ................................................................................... 15 ii EXHIBIT A- LEGAL DESCRIPTION OF THE SITE EXHIBIT 13-1 -PLOT PLAN OF SITE EXHIBIT B-2-BUILDING PLAN OF EXCULSIVE AND NON EXCLUSIVE AREAS EXHIBIT C -ESTOPPEL CERTIFICATE EXHIBIT D -RULES AND REGULATIONS EXHIBIT E-CITY CONSTRUCTION OBLIGATIONS EXHIBIT F-CONSTRUCTION IMPROVEMENT SCHEDULE iii THE WELL IN THE DESERT LEASE AGREEMENT This THE WELL IN THE DESERT LEASE AGREEMENT ("Lease") is made and entered into 412�day of August 2002, by and between the CITY OF PALM SPRINGS, a municipal corporation (City), and The Well In the Desert, a California non-profit public benefit corporation ("The Well"). RECITALS A. The City and The Well are mutually interested in providing for the nutritional needs for the homeless and needy. B. City is the owner of that certain real property located at 1901 East Baristo Road, Palm Springs, California, including all improvement thereon existing as of the Commencement Date (Site), as legally described in Exhibit"A"attached hereto. C. The City wishes to make the Site available to The Well and The Well wishes to use such Site under the terms of this Lease to fulfill the goal of serving the homeless and needy. D. The parties recognizes that through a cooperative Lease between the City and The Well for use of the Site under the terms herein, the homeless and needy will be afforded the fulfillment of nutritional and substantial hot meals. AGREEMENT 1.0 LEASE SUMMARY. Certain fundamental Lease provisions are presented in this Section and represent the agreement of the parties hereto, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any conflict between any fundamental Lease provision and the balance of this Lease, the latter shall control. References to specific Sections are for convenience only and designate some of the Sections where references to the particular fundamental Lease provisions may appear. 1.1 Site. The "Site" shall refer to that certain real property located in the County of Riverside, State of California, as more particularly described in Exhibit "A" hereof together with the improvements located thereon. a 1.2 Lease Commencement Date. The Lease shall commence August N 002 and continue until June 30, 2005 or whenever the Vista Sunrise Human Services' Homeless Drop-In Center is granted Occupancy Permit, and thereafter, as may be allowed by the City. 1.3 Extension Options. By mutual consent of both parties, The Well shall have two (2) options to renew for a term of additional one (1) year. -1- 1.4 Rental. Rental shall be $400.00 monthly with any applicable credit from the fee schedule under the Facility Use Application. 1.5 Security Deposit. $100.00, as transferred under the existing Facility Use Application. 1.6 Use of Site. The Well shall use the Site solely for the purpose of operating a hot meal feeding program for use by the general public, pursuant to The Well's By-Laws on file with the Department of Community and Economic Development Department at Palm Springs City Hall, located at 3200 East Tahquitz Canyon Way, Palm Springs, CA 92262 and attached herein as Exhibit "A". The Well shall not expand or change such use without the express written consent of the City. 1.7 "The Well's"Address for Notices. The Well in the Desert PO Box 5312 Palm Springs, CA 92263-5312 Telephone: 760.219.3 522 With a copy to: Mr. Lee Nokleby, Board Member 71 White Sun Way Rancho Mirage, CA 92270-4701 Telephone: 760.674.443 2 1.8 "City's"Address for Notices. City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 Attn: City Manager With a copy to: Burke,Williams& Sorensen, LLP 18301 Von Karman Avenue, Suite 1050 Irvine, CA 92612-1009 Attn: David J. Aleshire, Esq. -2- 2.0 TERM. 2.1 Term. The term of this Lease shall commence on the date specified in Section 1.2 ("Commencement Date") and shall continue for the period specified therein unless earlier terminated as provided herein. 2.2 Termination By City. City shall have the right to terminate this Lease effective on any anniversary of the Commencement Date, with or without cause, by providing The Well with at least sixty (60) days' advance written notice. If City terminates this Lease as provided in this Section, The Well hereby waives any right to receive any other compensation from City, including, but not limited to, the value of The Well's leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and City shall have no obligation to pay The Well therefor. 2.3 Holding Over. Any holding over after the expiration of the term of this Lease, with the consent of City, express or implied, shall be construed to be a tenancy from month to month, cancelable upon thirty (30) days written notice, and at a rental equal to one hundred fifty percent (150%) of the last applicable Monthly Rental and upon terms and conditions as existed during the last year of the term hereof. 3.0 RENTAL. 3.1 Monthly Rental. The Well shall pay to City, during the term of this Lease from and after the Commencement Date as monthly rental ("Rental") for the Site the sum specified in Section 1.4 hereof, which stun shall be paid in advance on the Commencement Date and yearly thereafter. All rental to be paid by The Well to City shall be in lawful money of the United States of America and shall be paid without deduction or offset,prior notice or demand at the address designated in Section 12.10 hereof. 3.2 Real Property Taxes. The City shall pay the annual real estate taxes and assessments levied upon the Site (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes. 3.3 Personal Property Taxes. During the term hereof The Well shall pay prior to delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property as of The Well contained in the Site, and when possible The Well shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of City. 3.4 Utilities. The City shall pay for all utilities to the Site during the Lease Term. 3.5 Late Payment. The Well hereby acknowledges that late payment by The Well to City of rental or other sums due hereunder will cause City to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, any -3- payment of any sum to be paid by The Well not paid when within five (5) days of its due date shall be subject to a five percent (5%) late charge. City and The Well agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to City for its loss suffered by such late payment by The Well. 3.6 Interest. Any sum to be paid pursuant to the terms of this Lease not paid when due shall bear interest from and after the due date until paid at a rate equal to three percent (3%) over the reference rate being charged by Bank of America, N.A. from time to time during such period so long as the rate does not exceed the maximum non-usurious rate permitted by law in which case interest shall be at the maximum non-usurious rate allowed by law at the time the sum became due. 4.0 USE OF THE SITE. 4.1 Permitted Use. The City hereby leases to The Well the Site with appurtenances as defined herein, for the purpose of conducting thereon only the use specified in Section 1.6 of this Lease. The Well has the Right to Occupy the eastern portion of the Site interior and exterior and have use of the food preparation area for food-warming. Exclusive right to the conference room and a designated secured storage area for feeding and food serving utensils, cleaning products and paper products. When weather permits, the Site's eastern entrance and exterior lawn area shall be solely utilized as ingress and egress for The Well's operations, and other remaining e—trances and exits shall be for emergency purpose. The eastern lawn area shall have a permitted use as a picnic area with park furniture (i.e., tables, shade structure, water fountains, etc.). 4.2 Prohibited Uses. The Well shall not sell or permit to be kept, used, displayed or sold in or about the Site (a) pornographic or sexually explicit books, magazines, literature, films or other printed material, sexual paraphernalia, or other material which would be considered lewd, obscene or licentious, (b) any article which may be prohibited by standard forms of fire insurance policies, or (c) any alcoholic beverages unless expressly permitted by Section 1.6 hereof. The Well shall not store any items other than specified in Section 4.1. 4.3 Compliance with Laws. The Well agrees that all operations and activities by or under The Well on the Site shall be conducted in compliance 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 Site, 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 Wells violation of law shall constitute an incurable default under this Lease. The judgment of any court of competent jurisdiction, or the admission of The Well in any action or proceeding against The Well, whether City be a party thereto or not, that The Well has violated any such order or statute in said use, shall be conclusive of that fact as between the City and The Well. The Well shall not engage in any activity on or about the Site that violates any Environmental Law, and shall promptly, at The Wells 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 -4- Material created or caused directly or indirectly by The Well. 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, wider or about the Site, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.; (v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code Section 1300 et seq.; and (ix) California Civil Code Section 3479 et seq., as such laws are amended and the regulations and administrative codes applicable thereto. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) defined or listed as a "hazardous waste", "extremely hazardous waste", "restrictive hazardous waste" or "hazardous substance" or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) 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. The Well 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. The Well shall provide prompt written notice to City of the existence of Hazardous Substances on the Site and all notices of violation of the Environmental Laws received by The Well. The Well agrees in using the Site not to perform any acts or carry on any practices that may injure adjoining buildings or property or be a nuisance or menace to other persons or businesses in the area or disturb the quiet enjoyment of any person, nor to conduct or permit to be conducted any public or private nuisance on the Site. 4.4 Signs. The Well shall not place or permit to be placed any sign that is not in compliance with the sign ordinance of the City upon the exterior or in the windows of the Site. Any sign not constructed in accordance therewith shall be immediately removed by The Well and, if said sign is not removed by The Well within ten (10) days of written notice from City to The Well, then City may remove and destroy said sign without The Well's approval. At such time as a use is established on the adjacent parcel, The Well shall allow signage as approved by the City related to the adjacent use. 4.5 Hours of Operations. Subject to the provisions of Section 8.0 hereof, The Well shall maintain the Site open for the public use during hours to be approved in advance by the City Manager (or his/her designee). The Well shall not re-enter the Site during a time not specified by this Lease, except for extraordinary circumstances to permit quick pick-up or drop- off of supplies or equipment, provided no other user is using the facility at that time. The Well may request changes in the hours and days of operation from time to time in response to the public demand and need for use of the Site. The Well shall submit such requests in writing to the City Manager (or his/her designee), who shall approve or disapprove the request within five (5) working days after receipt. Requests may be submitted by fax. Any request not approved or disapproved within five (5) working days shall be deemed disapproved. -5- 4.6 Rules and Regulations. The Well shall faithfully observe and comply with the rules and regulations that City shall from time to time promulgate and/or modify. The rules and regulations, if any, are attached hereto as Exhibit "D" ("Rules and Regulations"). Any amendment or modification of the Rules and Regulations shall be binding upon the The Well upon delivery of a copy of such amendment or modification to The Well. City shall not be responsible to The Well for the nonperformance of any said rules and regulations by any other tenants or occupants. The Rules and Regulations shall apply and be enforced as to all tenants and occupants in the Site on a uniform basis. 4.7 Public Access. Except as provided in this Section 4.7, the Site shall be open to the general public during the hours of operation approved by the City Manager in accordance with Section 4.5. Notwithstanding the foregoing, The Well may, with the written approval of the City Manager, exclusively use the Site during non-operating hours for its private purposes such as fundraising or promotions. 5.0 CONSTRUCTION OF NEW FACILITIES, ALTERATIONS AND REPAIRS. 5.1 Construction of Improvements. The City shall, at its sole cost and expense, install on the Site the improvements described in Attachment No. "E" (the "City Construction Obligations"). Any or all such improvements shall be designed and constructed subject to the approval -f the City and shall be consistent with Exhibit"E." The Improvements shall be completed according to the Construction Schedule in Exhibit`T." 5.1.1 Schedule of Construction. Except as provided in the Construction Schedule (Exhibit F), the City shall begin and complete all plans, reviews, construction and development specified in this Lease. Once construction is commenced, it shall be diligently pursued to completion, and shall not be abandoned for more than thirty(30) consecutive days. 5.2 Alterations and Fixtures. To the extent required by law, the City shall be responsible for altering and modifying the doorways and restrooms at the Site into compliance with the Americans with Disabilities Act, 42 U.S.C. at Section 12111 et seq. (ADA Improvements) and upgrade the food preparation area to a non-cooking food serving and preparation area, as specified in Exhibit "E". Future improvements, such as a picnic area, may be dependant on obtaining grant funds to assist with those associated cost. The Well shall not make, or suffer to be made, any alterations to the Site, or any part thereof, without the prior written consent of City, and any alterations to the Site, 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 City. The Well shall not in any event make any changes to the exterior of the Site. 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 City. City may require that any such alterations be removed prior to the expiration of the term hereof. Any removal of alterations or furniture and trade fixtures shall be at The Well's expense and accomplished in a good and workmanlike manner. Any damage occasioned by such removal shall be repaired at The Wells expense so that the Site can be surrendered in a good, clean and sanitary condition as required by Section 5.2 hereof. Any and -6- all fixtures and appurtenances installed by The Well 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. Upon completion of construction of the alterations, The Well shall submit to City evidence satisfactory to City of the cost of said alterations ("Improvement Costs"). The Improvement Costs shall be amortized over the remaining term of this Lease on a straight line basis for the purposes specified in Section 2.2. 5.3 Maintenance and Repair. The City shall, at all times during the term hereof, and at the City sole cost and expense, routinely keep, maintain and repair the Site, and other improvements within the Site in good and sanitary order, condition, and repair in accordance with the City's Facilities Department standards of maintenance and upkeep (except as hereinafter provided) including without limitation, the maintenance and repair of any wall, doors, window casements, glazing, heating and air conditioning system, plumbing, pipes, electrical wiring and conduits, patios, outdoor structures and outdoor lighting facilities at the Site. The Well shall also at its sole cost and expense be responsible to restore the Site, including the picnic area, to a clean, sanitary and orderly condition by picking-up trash and debris, properly disposing in refuse dumpster, as well as mopping-up any spills and wiping-off any and all appliances, counters, tables, chairs, sinks and water coolers after each use. The Well hereby waives all right to make repairs at the expense of City, and The Well hereby waives all rights provided for by the Civil Code of the State of California to make said repairs. By entering into the Site, The Well shall be deemed to have accepted the Site as being in good and sanitary order, condition and repair, and The Well agrees on the last day of said term or sooner termination c" this Lease to surrender the Site with appurtenances, in the same condition as when received and in a good, clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the elements excepted. 5.4 Free from Liens. During the period of any construction and thereafter The Well shall keep the Site free from any liens arising out of any work performed, material furnished, or obligation incurred by The Well or alleged to have been incurred by The Well. Upon completion of construction of the improvements incurred at The Well's expense, The Well shall assure that lien releases are obtained for all mechanics liens. 6.0 INSURANCE AND INDEMNIFICATION. 6.1 Insurance Provided by C . City shall maintain fire and extended coverage insurance throughout the term of this Lease in an amount equal to at least ninety percent (90%) of the replacement value of any building on the Site, together with such other insurance, coverages and endorsements as may be required by City's lender, or as City may determine in its sole discretion. The Well understands that City's coverages hereunder do not include The Well's furniture, fixtures or merchandise. The Well hereby waives any right of recovery from City, its officers and employees, and City 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. -7- 6.2 Insurance Provided by The Well. (a) Food Preparation. The Well, if involved in food preparation and sales as a cafe, restaurant, or similar use, and/or food takeout service, shall with City's consent install at The Well'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 Site are located. (b) The Well to Provide Personal Property Insurance. The Well, at its expense, shall maintain fire and extended coverage insurance written on a per occurrence basis on its trade fixtures, equipment, personal property and inventory within the Site from loss or damage to the extent of their full replacement value and shall provide plate glass coverage. (c) The Well to Provide Liability Insurance. During the entire term of this Lease, the The Well shall, at the The Well's sole cost and expense,but for the mutual benefit of City and The Well, maintain comprehensive general liability insurance insuring against claims for bodily injury, death or property damage occurring in, upon or about the Site and on any sidewalks directly adjacent to the Site written on a per occurrence basis in an amount not less than either (i) a combined single limit of ONE MILLION DOLLA IS ($1,000,000.00) for bodily injury, death, and property damage or (ii) bodily injury limits of $250,000.00 per person, $500,000.00 per occurrence and $500,000.00 products and completed operations and property damage limits of $100,000.00 per occurrence and $250,000.00 in the aggregate; provided, however, if City so elects City may provide such insurance and, in such event, The Well agrees to pay its pro rata share of the cost of said insurance on the same basis as provided in Section 6.1 above. (d) The Well to Provide Worker's Compensation Insurance. If applicable, The Well shall, at the The Well'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 Well and the City 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 Well in the course of conducting The Well's business in the Site. (e) General Provisions Applicable to The Well's Insurance. All of the policies of insurance required to be procured by The Well pursuant to this Section 6.2 shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. The insurers shall waive all rights of contribution they may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing 30 days prior written notice by registered mail to the City. Prior to the Commencement Date or such earlier date as The Well takes possession of the Site for any purpose; and at least 30 days prior to the expiration of any insurance policy, The Well shall provide City with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages written by insurance companies -8- acceptable to City, licensed to do business in the state where the Site are located and rated AXII or better by Bests Insurance Guide. In the event the Risk Manager of City ("Risk Manager") determines that (i) The Well's activities in the Site creates an increased or decreased risk of loss to the City, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, The Well agrees that the minimum limits of any insurance policy required to be obtained by The Well may be changed accordingly upon receipt of written notice from the Risk Manager, provided that The Well shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within ten (10) days of receipt of notice from the Risk Manager. City and The Well hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Site, its contents, or The Wells 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 City or The Well against such loss, waive any right of subrogation that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby. 6.3 Indemnification of City. The Well, as a material part of the consideration to be rendered to City under this Lease, hereby waives all claims against City for damage to equipment or other personal property, trade fixtures, leasehold improvements, goods, wares, inventory and merchandise, in, upon or about the Site and for injuries to persons in or about the Site, from any cause arising at any time. The Well agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of The Well, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Site or the parking and common areas by The Well or its employees and customers, or arising from the failure of The Well to keep the Site in good condition and repair, as herein provided, or arising from the negligent acts or omissions of The Well hereunder, or arising from The Well'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 City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) The Well will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) The Well will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations -9- or activities of The Well hereunder, and The Well agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a parry to any action or proceeding filed or prosecuted against The Well for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work_, operation or activities of The Well hereunder, The Well agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 7.0 DAMAGE AND DESTRUCTION OF SITE. In the event of(a) partial or total destruction of the Site during the term of this Lease which requires repairs to the Site, or (b) the Site being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than The Well's act, use or occupation, which declaration requires repairs to the Site, City shall forthwith make said repairs provided The Well gives to City thirty (30) days written notice of the necessity therefor. No such partial destruction (including any destruction necessary in order,to make repairs required by any declaration made by any public authority) shall in any way annul or void this Lease except that The Well shall be entitled to a proportionate reduction of Monthly Rental while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall interfere with the business can on by The Well in the Site. However, if during the last two (2) years of the term of this Lease the Site are damaged as a result of fire or any other insured casualty to an extent in excess of twenty-five percent (25%) of the then replacement cost (excluding foundations), City may within thirty (30) days following the date such damage occurs terminate this Lease by written notice to The Well. If City, however, elects to make said repairs, and provided City uses due diligence in making said repairs, this Lease shall continue in full force and effect, and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. Nothing in the foregoing to the contrary withstanding, if the Site or said building is damaged or destroyed at any time during the term hereof to an extent of more than twenty-five percent (25%) of the then replacement cost (excluding foundations) as a result of a casualty not insured against, City may within thirty (30) days following the date of such destruction terminate this Lease upon written notice to The Well. If City does not elect to terminate because of said uninsured casualty, City shall promptly rebuild and repair the Site and/or the building and the Monthly Rental shall be proportionately reduced while such repairs are being made as hereinabove provided. If City elects to terminate this Lease, all rentals shall be prorated between City and The Well as of the date of such destruction. In respect to any partial or total destruction (including any destruction necessary in order to make repairs required by any such declaration of any authorized public authority) which City is obligated to repair or may elect to repair under the terms of this Section, The Well waives any statutory right it may have to cancel this Lease as a result of such destruction. 8.0 ASSIGNMENT AND SUBLETTING. 8.1 City's Consent Required. The Well shall not, either voluntarily or by operation of law, assign or encumber The Well's leasehold estate hereunder or sublet the Site, or any portion thereof(all of which shall be referred to herein as a"Transfer"), without City's prior -10- written consent in each instance, which consent shall not be unreasonably withheld, conditioned, or delayed, or, except in connection with permitted sublease, permit the Site to be occupied by anyone other than The Well or The Well's employees, contractors, and volunteers. Consent by City to one or more Transfers of this Lease or of the Site or to any such occupancy shall not release The Well from the requirement that City's consent be obtained to all subsequent Transfers. 8.2 No Release. No transfer by The Well, or by any of The Well's successors or assigns in interest, even with the consent of City, shall relieve The Well of its obligations to perform all of the other obligations to be preformed by The Well hereunder. The acceptance by City of any provision of this Lease or to be a consent to any Transfer. Any waiver based upon any alleged oral statement or warranty. 9.0 DEFAULT AND REMEDIES. 9.1 Default by The Well. In addition to the defaults described in Section 9.0 hereinabove, the occurrence of any one or more of the following events shall constitute a default and breach of this Lease by The Well: (a) the failure to pay any rental or other payment required hereunder to or on behalf of City more than three (3) days after written notice from City to The Well that The Well has failed to pay rent when due; (b) the failure to perform any of The Wells agreements or obligations hereunder (exclusive of a default in the payment of money) where such default shall continue for a period of thirty (30) days after written ne`ice thereof from City to The Well which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (c) the vacation or abandonment of the Site by The Well; (d) the making by The Well of a general assignment for the benefit of creditors; (e) the filing by The Well of a voluntary petition in bankruptcy or the adjudication of The Well as a bankrupt; (f) the appointment of a receiver to take possession of all or substantially all the assets of The Well located at the Site or of The Wells leasehold interest in the Site; (g) the filing by any creditor of The Well of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; or (h) the attachment, execution or other judicial seizure of all or substantially all of the assets of The Well or The Well's leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days. Any repetitive failure by The Well to perform its agreements and obligations hereunder, though intermittently cured, shall be deemed an incurable default. Two (2) breaches of the same covenant within a sixty (60) day period, a notice having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same or different breaches at any time during the term of this Lease for which notices pursuant to (a) or (b) above were given for the first two (2) breaches shall conclusively be deemed to be an incurable repetitive failure by The Well to perform its obligations hereunder. In the event of any such default or breach by The Well, City may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums expended by City for such purposes shall be paid by The Well to City upon demand and as additional rental hereunder. In the event of any such default or breach by The Well, City shall have the right (i) to continue the Lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or (ii) City shall have the right at any time thereafter to elect to terminate the Lease and The Wells -11- right to possession thereunder. Upon such termination, City shall have the right to recover from The Well: (i) The worth at the time of award of the unpaid rental which had been earned at the time of termination; (ii) The worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that the The Well proves could have been reasonably avoided; (iii) The worth at the time of award of the amount by which the unpaid rental for the balance of the term after the time of award exceeds the amount of such rental loss that the The Well proves could be reasonably avoided; and (iv) Any other amount necessary to compensate the City for all the detriment proximately caused by The Well's failure to perform its obligations under the lease or which in the ordinary course of things would be likely to result therefrom. The "worth at the time of award" of the amounts referred to in subparagraphs (i) and (ii) above shall be computed by allowing interest at three percent (3%) over the prime rate then being charged by Bank of America, N.A. but in no event greater than the maximum rate permitted by law. The worth at the time of award of the amount referred to in subparagraph (iii) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%), but in no event greater than ten percent(10%). As used herein "rental" shall include the Monthly Rental, percentage rental equal to the average percentage rental paid or payable by The Well for the last twelve (12) months or such lesser period as The Well has been open for business, other sums payable hereunder which are designated "rental" or "additional rental" and any other sums payable hereunder on a regular basis such as reimbursement for real estate taxes. Such efforts as City may make to mitigate the damages caused by The Well's breach of this Lease shall not constitute a waiver of City's right to recover damages against The Well hereunder, nor shall anything herein contained affect City's right to indemnification against The Well for any liability arising prior to the termination of this Lease for personal injuries or property damage, and The Well hereby agrees to indemnify and hold City harmless from any such injuries and damages, including all attorney's fees and costs incurred by City in defending any action brought against City for any recovery thereof, and in enforcing the terms and provisions of this indemnification against The Well. Notwithstanding any of the foregoing, the breach of this Lease by The Well, or an abandonment of the Site by The Well, shall not constitute a termination of this Lease, or of The Well's right of possession hereunder, unless and until City elects to do so, and until such time City 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 The Well hereunder, as they become -12- due. Failure of City to terminate this Lease shall not prevent City from later terminating this Lease or constitute a waiver of City's right to do so. 9.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver of any default or a waiver of any of City's remedies. 9.3 City's Default. City shall not be in default unless City fails to perform obligations required of City within a reasonable time, but in no event later than thirty (30) days after written notice by The Well to City and to the holder of any first mortgage or deed of trust covering the Site whose name and address shall have theretofore been furnished to The Well in writing, specifying wherein City has failed to perform such obligation; provided, however, that if the nature of City's obligation is such that more than thirty (30) days are required for performance then City shall not be deemed in default if City commences performance within a (30) day period and thereafter diligently prosecutes the same to completion. In no event shall The Well have the right to terminate this Lease as a result of City's default and The Well's remedies shall be limited to damages and/or an injunction. 10.0 CONDEMNATION. In the event a condemnation or a transfer in lieu thereof results in a taking of any portion of the Site, City 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, The Well may, upon written notice given within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. The Well shall not be entitles to share in any portion of the award and The Well hereby expressly waives any right or claim to any part thereof. The Well shall, however, have the right to claim and recover, only from the condemning authority (but not from City), any amounts necessary to reimburse The Well for the cost of removing stock and fixtures. If this Lease is not terminated as above provided, City shall use a portion of the condemnation award to restore the Site. 11.0 MISCELLANEOUS. 11.1 Entry and Inspection. The Well shall permit City and his agents to enter into and upon the Site at all reasonable times for the purpose of inspecting the same or for the purpose of maintaining the Site as required by the terms of this Lease or for the purpose of posting notices of nonliability for alterations, additions or repairs, or for the purpose of placing upon the property in which the Site are located any usual or ordinary "For Sale" signs or any signs for public safety as determined by City. City shall be permitted to do any of the above without any rebate of rent and without any liability to The Well for any loss of occupation or quiet enjoyment of the Site thereby occasioned. The Well shall permit City, at any time within six (6) months prior to the expiration of this Lease, to place upon the Site any usual or ordinary "For Lease" signs, and during such six (6) month period City or his agents may, during normal business hours, enter upon said Site and exhibit same to prospective The Wells. 11.2 Estoppel Certificate. If, as a result of a proposed sale, assignment, or hypothecation of the Site or the land thereunder by City, or at any other time, an estoppel certificate shall be requested of The Well, The Well agrees, within ten (10) days thereafter, to deliver such estoppel certificate in the form attached hereto as Exhibit "C" addressed to any existing or proposed mortgagee or proposed purchaser, and to the City. The Well shall be liable -13- for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. 11.3 Jurisdiction and Venue. The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to the address of The Wells set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County, California is the proper place for venue as to any such litigation and The Well agrees to submit to the personal jurisdiction of such court in the event of such litigation. 11.4 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereof. 11.5 Successors in Interest. The covenants herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of all the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder. 11.6 No Oral Agreements. This (i) Lease covers in fall 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. The Well acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by City or its agents or representatives. 11.7 Authoritv. hi the event that The Well 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. The Well represents and warrants to City that the entering into this Lease does not violate any provisions of any other agreement to which The Well is boimd! 11.8 Relationship of Parties. The relationship of the parties hereto is that of City and The Well, and it is expressly understood and agreed that City does not in any way or for any purpose become a partner of The Well in the conduct of The Well's business or otherwise, or a joint venturer with The Well, and that the provisions of this Lease and the agreements relating to rent payable hereunder are included solely for the purpose of providing a method whereby rental payments are to be measured and ascertained. 11.9 Nondiscrimination. The Well herein covenants by and for itself, its heirs, executors, administrators and assigns and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the following conditions: That there shall be no -14- discrimination against or segregation of any person or group of persons on account of race, sex, marital status, color, creed, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Site herein leased, nor shall the The Well 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 The Wells, lessees, sublessees or vendees in the Site. 11.10 Notices. Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to this Lease to or on the other, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and personally served or forwarded by certified mail, postage prepaid, addressed, if to City, and if to The Well, as specified in Section 1.7. Either parry may change the address set forth herein by written notice by certified mail to the other. Any notice or demand given by certified mail shall be effective one (1) day subsequent to mailing. 11.11 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party shall impair such right or remedy or be construed as a waiver. A parry's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Lease. 11.12 Exhibits and Addenda. The Exhibits and Addenda attached to this Lease are made a part hereof as if fully set forth herein. In the event of a conflict between the terms and provisions of an Addenda and the terms and provisions of this Lease, the terms and provisions of the Addenda shall prevail. [SIGNATURES ON NEXT PAGE] -15- IN WITNESS WHEREOF, the City and The Well 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. "CITY" ATTEST: CITY OF PALM SPRINGS, a municipal — —� corporation By y City Clerk City Manager REVIEWED AND APPROVED BURKE WILLIAMS & SORENSEN, LLP T DauiA Aleshire,Esq. City Attorney "THE WELL" THE WELL IN THE DESERT, a California non-profit public benefit corporation By. �477mE nCOU Its: By: e l o e Cc -- Its: -16- EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE 26.73 Acres M/L in Lots 25 & 26 MB 014/652 SD Palm Valley Colony Lands EXHIBIT"A" TO LEASE EXHIBIT "B-1" PLOT PLAN OF SITE SUBJECT - _ - anRlsro_RD. � l l 111 l° 7TFTiFl TT L— :I \. Vi ;LJ�� �I ��iy 1 _ 7... P n RAMON RO _ - EXHIBIT"B-1" TO LEASE EXHIBIT `B-2" BUILDIING PLAN OF EXCULSIVE AND NON EXCLUSIVE AREAS FLOOR PLAN ON NEXT PAGE EXHIBIT`B-2" TO LEASE — — — ---- c«a NSs SL N. _ t " I or _ � u I oo`voT J C A55EMDLY L14LL oo V Mz£raupunz ]mrEro .....qv:"s EXHIBIT"C" ESTOPPEL CERTIFICATE The Well: City: CITY OF PALM SPRINGS, a municipal corporation Date of Lease: Site: To: The undersigned hereby certifies as follows: 1. The un-ersigned is the The Well ("The Well") under the above-referenced Lease ("Lease") covering the above-referenced Site (Site). 2. The Lease constitutes the entire agreement between City under the Lease (City) and The Well with respect to the Site and the Lease has not been modified, changed, altered or amended in any respect except as set forth above. 3. The term of the Lease commenced on 20 and, including any presently exercised option or renewal term,will expire on 20_. The Well has accepted possession of the Site and is the actual occupant in possession thereof and has not sublet, assigned or hypothecated its leasehold interest. All improvements to be constructed on the Site by City have been completed and accepted by The Well and any The Well construction allowances have been paid in full. 4. As of this date, to the best of The Well's knowledge, there exists no breach or default, nor state of facts which, with notice, the passage of time, or both, would result in a breach or default on the part of either The Well or City. To the best of The Wells knowledge, no claim, controversy, dispute, quarrel or disagreement exists between The Well and City. 5. The Well is currently obligated to pay Annual Rent in installments of$ per month, and such monthly installments have been paid not more than one month in advance. In addition, the Lease requires The Well to pay percentage rent each month in the amount of percent( %) and percentage rent has been paid through , 20 . To the best of The Wells knowledge, no other rent has been paid in advance and The Well has no claim or defense against City under the Lease and is asserting no offsets or credits against either EXHIBIT"C" TO LEASE the rent or City. The Well has no claim against City for any security or other deposits except $ which was paid pursuant to the Lease. 6. The Well has no option or preferential right to lease or occupy additional space within the Property of which the Site are a part. The Well has no option or preferential right to purchase all of any part of the Site nor any right or interest with respect to the Site other than as The Well under the Lease. The Well has no right to renew or extend the term of the Lease except as set forth in the Lease. 7. The Well has made no agreements with City or its agent or employees concerning free rent, partial rent, rebate of rental payments or any other type of rent or other concession except as expressly set forth in the Lease. 8. There has not been filed by or against The Well a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States, or any state thereof, or any other action brought under said bankruptcy laws with respect to The Well. 9. All insurance which The Well is required to maintain under the Lease has been obtained by The Well and is in full force and effect and all premiums with respect thereto have been paid. Dated this day of 20 By: Its: EXHIBIT"C" TO LEASE EXHIBIT"El" RULES AND REGULATIONS J.C. FREY BUILDING HOUSE RULES 1. Smoking is not permitted in the J.C. Frey Building at any time. Smokers are welcome to step outside if they wish to smoke. 2. All decorations must be pre-approved by the Events Coordinator. No tape, nails, pins or staples may be used on the walls, ceilings, furniture, or fixtures. No candles are permitted in the facilities without a permit from the Fire Department. Balloons are permitted in the building as long as they are removed after the event. 3. Children attending events at the J.C. Frey Building must be supervised at all times. Children/teenagers are riot permitted to run around in the facilities. Once an event has begun, children/teenagers are requested to remain inside. No loitering is permitted outside the facilities by unsupervised children/teenagers. 4. Any authorized City representative has the right to enter your event at any time during the occupancy of the lease. 5. Disorderly conduct by the lessee or lessee's guests may be cause for. losing your deposit and/or cancellation of your event. Disorderly conduct includes, but not limited to excessive noise as 4�atermined by the Events Coordinator or designated appointee. Common courtesy is expected to be shown to neighboring residents. All noise and music must be at a minimum level while at the J.C. Frey Building. 6. Contract does not include the rental of the parking lot. The parking lots are public,first come, first served. Lessee may not reserve parking spaces. 7. Clean-up requirements: In order for patrons renting the J.C. Frey Building to receive a refund of their deposit, the following tasks must be accomplished: a. All patrons must pick up all of their trash and mop up any spills inside the J.C. Frey Building. They must also pick up all of their paper trash inside the restrooms. The trash bags and cleaning supplies are located inside the first closet to the right of the main entrance to the J.C. Frey Building. b. Use of the kitchen is acceptable with most rentals. All patrons using the kitchen must clean it thoroughly when you are done. You mast clean the stove,counters, sinks, all trash, etc. 8. All activities will end at the designated time an your rental contract. No event time may continue past 12:00 a.m. The load-out of equipment and personal belongings must be completed by 1:00 a.m. Use of the facility beyond your rental period will result in overtime charges. 9. All bands must provide their own sound equipment. EXHIBIT"D" TO LEASE EXHIBIT"B" CITY CONSTRUCTION OBLIGATIONS The City shall construct the following improvements to the Site herein the improvements. Should the City or The Well receive grants or contributions for the purpose of making improvements to the Site, the City shall deposit the funds in the Disbursement Account, and disburse them. A. Required Improvements 1. The City shall alter and modify the doorways and restrooms making them ADA complaint. 2. The City shall upgrade the food preparation area to a non-cooking food serving and preparation area. These improvements will be required if (a) the major structural changes, as required by law, or (b) if grant funds are available for financing the improvements. The Well will cooperate as necessary to obtain available grant funds. B. Future Improvements I. The Well shall construct a landscaped and walled outdoor picnic area with picnic tables, shade structure(s) and water fountain. These future improvements may be dependant on obtaining grant funds to assist with the associated costs. The City will cooperate as necessary to obtain available grant funds. EXHIBIT"E" TO LEASE EXHIBIT"F" CONSTRUCTION IMPROVEMENT SCHEDULE The City shall construct the improvements listed in Section A of Exhibit "E", City Construction Obligations. The schedule of the construction of the additional improvements noted in Section B Exhibit "E" shall be at the discretion of The Well except as follows. 1. The City shall develop in concert with The Well a scope of work by September 30, 2002. The scope of work shall be sufficient for the City's Facilities and Building Departments to make a determination as to the quality and appropriateness of the proposed improvements. 2. $86,380 of Community Development Block Grant (CDBG) funds has been allocated for the improvement costs. 3. Per Section 5.0 of the Lease, the City shall commence the improvements no later than December 31, 2002, and shall complete the improvements no later than June 30, 2003. EXHIBIT"F" TO LEASE ACORDa CERTIFICATE OF LIABILITY INSURANCE 0DATE 5/23v2002 os/z3/zooz PRODUCER (909)ZSZ-5077 FAX (909)929-2270 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Russ?l l '& Kaufmann Insurance Agents & Brokers, Inc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 400 South State Street HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Hemet, CA 92543-59S6 Carol A Normile INSURERS AFFORDING COVERAGE INSURED T e We in t e Desert INSURER A. NonprOfltsr Insurance Alliance 616 Cameo Drive INSURER B: Palm Springs, CA 92264 INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER DATE MWDDNY DATE(MWDO!YYi LIMITS GENERAL LIABILITY 002-S903-NPO OS/23/2002 05/23/2003 EACH OCCURRENCE $ 1.000,00 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any we fire) $ 100,00 CLAIMS MADE a OCCUR MED EXP(Any one person) f 10,00 A PERSONAL&ADV INJURY $ I.GOG,000 GENERAL AGGREGATE f 2.000,00 GENT AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP ADS $ 2,000,00 POLICY PRO- JECT El LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT f (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY S NON-OWNED AUTOS (Per ace dent) PROPERTY DAMAGE f (Peraccidenl) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANY AUTO EA ACC S OTHER THAN AUTO ONLY: AGG S EXCESS LIABILITY EACH OCCURRENCE 5 OCCUR CLAIMS MADE AGGREGATE S f DEDUCTIBLE f RETENTION $ f WORKERS COMPENSATION AND TORY LIMITS I I ER EMPLOYERS'LIABILITY E.L.EACH ACCIDENT S E.L.DISEASE-EA EMPLOYE S E.L.DISEASE-POLICY LIMB S OTHER fI"���/[��. M DESCRIPTI IN OF OPERATIONSILOCATIONS EHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECULL PROVISIONS se of the Dr. R G Frey Jcee Building, 1911 Baristo Rd, Palm Springs, CA MAY 2 8 2002 p of Meals Program J CERTIFICATE HOLDER X ADDITIONAL INSURED;INSURER LETTER: X CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL City of Palm Springs 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn: Dal a Cook BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 3200 E Tahqui tz Canyon Way OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. Palm Springs, CA 92262 AUTHORIZEDREPRESENTATIVE L Carol Normile/CAROL ACORVD 25S (7197) FAX: (760)322-8325 ©ACORD CORPORATION 1988 Jam, ,z- /�(� ,Li '� x0 uF_ 61wIU�zQ �/12i �ul .� Lz�(lwieeo ( CPJ,C'-�cln. The Well in the Desert 650 East Sunny Dunes #3 + Palm Springs,CA. 92264 Mailing Address: P.O. Box 5312 + Palm Springs, CA. 92263-5312 Jacqueline Ashton, Executive Director (760)861-9645 Wayne McKinny, President (760)413-0854 — August 9, 2002 To Whom It May Concern: With regards to 'Insurance Provided by The Well' per Section 6.2 under the R.G.Frey— Jaycees Community Building Lease Agreement by and between the City of Palm Springs and The Well In The Desert, please be informed that The Well will not bring its personal property of any value onto the site and thereby not requiring such loss coverage. As to the plate glass coverage requirement, The Well accepts and will be responsible to the City for the replacement of plate glass breakage while using the site during its hours of operation. As of this date, Workman's Compensation Insurance is not applicable, because The Well does not have any employees or has not retained any persons in the course of conducting its business on the site. In the fltture if this should otherwise change, The Well agrees to comply and maintain such a policy. Sincerely, Wayne McKimry, M.D. President