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03789 - PSP RENTAL VISITOR CENTER LEASE MO 5936
PSP Rental Visitor Information Center AGREEMENT #3789 Amend 1 M07201 , 11-26-02 FIRST AMENDMENT TO LEASE AGREEMENT THIS OW AMENDMENT TO THE LEASE AGREEMENT (this"Amendment") is made as of Hef�Ci' ca 1 2002, by and between THE CITY OF PALM SPRINGS, a charter city and municipal corporation ("Tenant"), and PSP RENTAL CO., a California limited partnership ("Landlord"). WITNESSETH: WHEREAS, Landlord is the current landlord and Tenant is the current tenant, under that certain Lease Agreement, dated as of April 16, 1997 (the"Original Lease", and as amended hereby, the"Lease"); WHEREAS, pursuant to the Original Lease, Landlord leased to Tenant certain real property and improvements commonly known as the Visitor Information Center at 2777 North Palm Canyon Drive, Palm Springs(the"Premises"); WHEREAS, Landlord and Tenant desire to extend the Term until October 31, 2003, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements, covenants and provisions contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency and validity of which are hereby acknowledged, Landlord and Tenant hereby agree as follows: 1. Definitions. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Lease. 2. Recitals. All of the foregoing recitals are acknowledged by Landlord and Tenant as being true and correct and shall be deemed incorporated by reference herein. 3. Extension of Term, Amount of Improvements. The Term is hereby extended for an additional one(1)year commencing on November 1, 2002 and ending on October 31, 2003 (the"Extension Period"). Section 1.4 shall thereby be amended in part to state: "Lease expires on October 31, 2003." 4. Rent. Section 1.5 of the Lease is hereby amended to state as follows: From November 1, 2002 until October 31, 2003, monthly rental shall be Five Thousand Dollars ($5,000.00). Said monthly rental shall be inclusive of any property taxes, insurance payments and sewer charges. Sections 1.6 and 3.2 concerning additional rent are by deleted in their entirety. 5. Full Force and Effect: Conflicts. Except as modified hereby, all the terms and conditions of the Original Lease shall continue in full force and effect. In the event of any conflict or inconsistency between the terms of the Original Lease and this Amendment, the terms IRV 825642 vl A-1 and provisions of this Amendment shall govern and control. All references in the Lease to "this Lease" shall be deemed references to the Original Lease as modified by this Amendment. 6. Authority: Counterparts. Each of the individuals executing this Amendment on behalf of Landlord or Tenant represents and warrants that he or she is duly authorized to execute and deliver this Amendment on behalf of said party, and that this Amendment is binding upon said party in accordance with its terms. This Amendment may be executed in any number of identical counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument when each party has signed one such counterpart. 7. Governing Law. This Amendment shall be interpreted under and be governed by the laws of the State of California, without giving effect to any conflicts of law provisions. [Signatures on Next Page] IRV#25642 vI A-2 IN WITNESS THEREOF, Landlord and Tenant have executed this Amendment as of the day and the year first herein above written. CITY OF PALM SPRINGS, PSP RENTAL CO., a California a charter city and municipal corporation limited partnership By David H. Ready Fred E. Elg City Manager General Partner r By Vivian Elg General Partner Notice Address: Notice Address: 3200 East Tahquitz Canyon Way Palm Springs, California 92262 ATTEST: � CITY CLERK APPROVED A5 TO FORM: Wk- Ra-rn&.,—DAd J.Aleslure, Esq. Title: City Attorney IRV#25642 VI A..3 I , PSP Rental Co. i• Visitor Info Center Lease AGREEMENT #3789 M05936, 4-16-97 LEASE By and Between THE CFCY OF PALM SPRINGS and PSP RENTAL CO., a California linilted partnership L xicim,J-jE �Ld LAN'DO? °1C RFEMEN5 TABLE OF CQ'ENTS Pa e 1. LEASE SUMMARY 1 1.1 Property 1 1.2 Demised Premises 1 1.3 Approximate Floor Area of Premises 1 1.4 Lease Commencement Date 1 1.5 Monthly Rental 1 1.6 Additional Rental 1 1.7 Use of Premises 1 1.8 Tenant's Address for Notices 1 1.9 Termination of Prior Lease 1 2. TERM 1 2.1 Term 1 2.2 Early Termination 1 2.3 Right of First Refusal 1 2.4 Time 1 2.5 Force Majeure 2 2.6 Holding Over 2 3. RENTAL 2 3.1 Monthly Rental 2 3.2 Additional Rental 2 3.3 Personal Property Taxes 2 3.4 Utilities 2 3.5 Late Payment 2 4. USE OF THE PREMISES 2 4.1 Permitted Use 2 4.2 Compliance with Laws 2 S. PARKING AND COMMON AREAS 3 5.1 Definitions 3 5.2 Maintenance of Common Areas 3 6. ALTERATIONS AND REPAIRS 3 6.1 Alterations and Fixtures 3 6.2 Maintenance and Repair 3 6.3 Free From Liens 3 6.4 Construction Obligations 3 7. INSURANCE AND INDEMNIFICATION 3 7.1 Insurance Provided by Landlord 3 7.2 Insurance Provided by Tenant 3 7.3 Indemnification 4 8. ABANDONMENT AND SURRENDER 4 8.1 Abandonment 4 8.2 Surrender of Lease 4 9. DAMAGE AND DESTRUCTION OF PREMISES 4 10. ASSIGNMENT AND SUBLETTING 5 11. DEFAULT AND REMEDIES 5 11.1 Default by Tenant 5 11.2 Landlord's Default 5 12. CONDEMNATION 5 13. MISCELLANEOUS 5 13.1 Entry and Inspection 5 13.2 Estoppel Certificate 5 13.3 Jurisdiction and Venue 5 13.4 Partial Invalidity 6 13.5 Successors in Interest 6 13.6 No Oral Agreements 6 13.7 Authority 6 13.8 Relationship of Parties 6 13.9 Nondiscrimination 6 13.10 Notices 6 13.11 Waiver 6 EXHIBIT "A" PLOT PLAN OF THE PROPERTY SHOWING THE LOCATION OF PREMISES EXHIBIT "B" CONSTRUCTION OBLIGATIONS EXHIBIT "C" ESTOPPEL CERTIFICATE LEASE THIS LEASE ("Lease") is made and entered into this 116 day of 1997, by and between PSP RENTAL CO., a California limited partnership ("Landlord"), and the CITY OF PALM SPRINGS, a municipal corporation("Tenant"). 1. 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 Property: The term "Property" as used herein shall refer to that certain real property located in the County of Riverside, State of California, commonly known as 2777 North Palm Canyon Drive, together with the improvements located thereon. 1.2 Demised Premises: The "Premises" consist of the area generally crosshatched on the Plot Plan attached as Exhibit "A" hereof. 1.3 Approximate Floor Area of Premises: 3,850 square feet. 1.4 Lease Commencement Date: April 1, 1997. Term: Lease expires on October 31, 2002. (See Section 2.1.) 1.5 Monthly Rental: From Lease Commencement date until October 31, 1997 - $2,600; From November 1, 1997 until October 31, 2002 -$1,925.00. (See Section 3.1.) 1.6 Additional Rental: From Lease Commencement date until October 31, 1997 -$238.98; from November 1, 1997 until October 31, 200'2-$325.00. (See Section 3.2.) 1.7 Use of Premises: Visitor Information Center, related uses and any other legally permitted commercial use. (See Section 4.1.) 1.8 Tenant's Address for Notices: City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 Attention: City Manager 1.9 Termination of Prior Lease. The parties previously entered into a Lease between the parties dated October 25, 1990, as amended ("Original Lease"), which expires on October 24, 1997. The parties have agreed to replace the terms of the Original Lease with the terms of this Lease effective on the Commence- ment Date. Upon execution of this Lease by the parties the Original Lease shall terminate and shall be superseded by this Lease. 2. TERM. 2.1 The term of this Lease shall commence on the date specified in Section 1.4 ("Commencement Date") and continue for the period specified therein unless earlier terminated as provided herein. 2.2 Early Termination. After three (3) years following the Commencement Date, Tenant may terminate the Lease by paying Landlord, in advance, a sum equal to four (4) months of the Monthly Rental. This amount shall be in lieu of any other damages, losses, expenses or liability of Tenant to Landlord, and Landlord waives any other claims hereunder except for the recovery of any prior unpaid rent. 2.3 Right of First Refu:;al. Commencing as of the date which is one year prior to expiration of the Lease term the parties hereby agree to negotiate in good faith for the extension of the Lease term on reasonable terms and conditions. In the event that the parties do not reach a written agreement by the date which is six (6) months prior to the expiration of the Term, as additional consideration for this Lease, Landlord hereby grants Tenant a right of first refusal to lease the Premises. In the event that Landlord receives a bona fide written offer (the "Offer") to lease the Premises from a third party during the last six (6) months of the Term, Landlord shall immediately notify Tenant in writing of the Offer to lease the Premises and the terms of the Offer. Tenant shall have thirty (30) days after receipt of Landlord's notice in which to elect to lease all or a portion of the Premises on the terms equal to or more favorable to Landlord than those set forth in the notice. If Tenant does not respond to such notice Tenant shall be deemed to have elected not to lease the Premises on such terms. 2.4 Time. Time is of the essence of this Lease. 2.5 Force Maieure. If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of Acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault and beyond the control of the party obligated(financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the delay. 2.6 Holding Over. Any holding over after the expiration of the term of this Lease 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 twenty-five percent (125%) of the last applicable Monthly Rental and upon terms and conditions as existed during the last year of the;term hereof. 3. RENTAL. 3.1 Monthly Rental. Tenant shall pay to Landlord, during the term of this Lease from and after the Commencement Date as monthly rental ("Monthly Rental") for the Premises the sum specified in Section 1.5 hereof, which sum shall be paid in advance on the first day of each calendar month. All rental to be paid by Tenant to Landlord shall be in lawful money of the United States of America and shall be paid without deduction or offset, prior notice or demand at the address designated in Section 13.10 hereof. 3.2 Additional Rental. In addition to the Monthly Rental, Tenant shall pay Landlord the fixed sums of money as set forth in Section 1.6 above per month with the payment of the Monthly Rental, as complete reimbursement for Tenant's share of. (i) real property taxes and assessments relating to the Premises; (ii)insurance premiums in accordance with Section 7.0 below; and(iii) all sewer charges. 3.3 Personal Property Taxes. During the term hereof Tenant shall pay prior to delinquency all taxes assessed against and levied upon fixtures, furnishings, equipment and all other personal property of Tenant contained in the Premises, and when possible Tenant shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the real property of Landlord. 3.4 Utilities. Tenant shall pay before delinquency all charges for water, gas, heat, electricity, power, telephone service, trash removal (unless included in the expenses to maintain the common and parking areas) and all other services and utilities used in, upon, or about the Demised Premises by Tenant or any of its subtenants, licensees, or concessionaires during the term of this Lease. 3.5 Late Payment. Tenant hereby acknowledges that late payment by Tenant to Landlord of rental or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Accordingly, any payment of any sum to be paid by Tenant not paid within ten (10) days of its due date shall be subject to a three percent (3%) late charge. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss suffered by such late payment by Tenant. 4. USE OF THE PREMISES. 4.1 Permitted Use. The Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises with appurtenances as defined herein, for the purpose of conducting thereon the use specified in Section 1.7 of this Lease and any other legally permitted commercial use. 4.2 Compliance with Laws. Tenant shall comply with the requirements of all state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Premises. Tenant's violation of law shall constitute a default under this Lease. Without limiting the foregoing, Tenant shall not engage in any activity on or about the Premises that violates any Environmental Law (as defined below), and shall promptly, at Tenant's sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency for clean-up and removal of any contamination involving any Hazardous Material created or caused directly or indirectly by Tenant. The term "Environmental Law" shall mean any federal or state law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environmental conditions on, under or about the Premises. 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. Tenant shall provide written notice to Landlord of the existence of Hazardous Substances on the Premises known to Tenant and all notices of violation of the Environmental Laws received by Tenant. Landlord hereby warrants and represents, that to the best of its knowledge during its ownership of the Premises, Hazardous Substances have not been released on the Premises; and that it has no knowledge of any release of Hazardous Substances on the Premises occurring before its ownership. Landlord shalll comply with all federal, state and county laws and regulations concerning the use, release, storage and disposal of Hazardous Substances. 2 5. PARKING AND COMMON AREAS. 5.1 Definitions. The term "parking and common areas" as used herein shall mean those portions of the Property that are from time; to time established by Landlord as automobile parking areas, roadways, walkways, landscaped areas, malls, service areas, and the like. During the term of this Lease and any extension thereof, Landlord gives to Tenant for the use and benefit of Tenant, its agents, employees, customers, licensees and subtenants a non-exclusive license in common with Landlord and other present and future owners and tenants of the Property and their agents, employees, customers, licensees and subtenants, and others authorized by Landlord to use the parking and. common areas of the Property for ingress, egress and automobile parking, provided that the condemnation or other taking by any public authority, or sale in lieu of condemnation, of any or all of such parking and common areas shall not constitute a violation of this covenant. Nothing herein contained shall be deemed to prevent Landlord from using or authorizing others to use said parking and common areas. 5.2 Maintenance. During the entire term hereof, Landlord shall keep the Premises in a good, neat, clean and orderly condition, including without limitation, the exterior walls and roof of the Premises. Landlord will continue to be responsible for the condition of the roof during the term of this Lease. 6. ALTERATIONS AND REPAIRS. 6.1 Alterations and Fixtures. Tenant shall not make, or suffer to be made, any alterations to the Premises, or any part thereof, or the building containing the Premises or change the appearance of the building containing the Premises without the prior written consent of Landlord, and any alterations to the Premises, except movable furniture and trade fixtures, shall become at once a part of the realty and shall at the expiration or earlier termination of this Lease belong to Landlord. Tenant shall not in any event make any changes to the exterior of the Premises. Any such alterations shall be in conformance with the requirements of all local, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees or the public. Landlord may require that any such alterations, including wheelchair ramps and hand rails, be removed at or after the expiration of the term of this Lease. Any removal of alterations or furniture and trade fixtures shall be at Tenant's expense and accomplished in a good and workmanlike manner. Any damage occasioned by such removal shall be repaired at Tenant's expense so that the Premises can be surrendered in a good, clean and sanitary condition as required by Section 6.2 hereof. Any and all fixtures and appurtenances installed by Tenant shall conform with the requirements of all local, state, federal, and governmental authorities including requirements pertaining to the health, welfare, or safety of employees or the public. 6.2 Maintenance and Reiff. Tenant shall, subject to Landlord's obligations hereunder, at all times during the tern hereof, and at Tenant's sole cost and expense, keep, maintain and repair the parking, landscaping and common areas as same are established and completed by Landlord; Tenant's portion of the building containing the Premises and other improvements within the Premises in good and sanitary order, condition, and repair(except as hereinafter provided). Upon Landlord's completion of repair and refurbishment of the new heating system in accordance with all applicable building code requirements and acceptance of such heating system by Tenant, then Tenant shall maintain and repair the heating system at its expense. Tenant shall also at its sole cost and expense be responsible for any repairs to the Premises necessitated as a result of the requirement of any local, state or federal authority except for repairs or improvements to or affecting the roof and/or to the extent that Landlord is obligated to repair the Premises pursuant to Section 5.2 above. Tenant hereby waives all right to make repairs at the expense of Landlord, and Tenant hereby waives all rights provided for by the Civil Code of the State of California to make said repairs. Tenant agrees on the last day of said term or sooner termination of this Lease to surrender the Premises, in a good, clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the elements excepted. 6.3 Free From Liens. Tenant shall keep the Premises, the building containing the Premises, and the property on which the Premises are situated free from any liens arising out of any work performed, material furnished, or obligation incurred by Tenant or alleged to have been incurred by Tenant. 6.4 Construction Obligations. Landlord agrees to construct the improvements to the extent shown on the attached Exhibit "B" ("Landlord's Work"). 7. INSURANCE AND INDEMNIFICATION. 7.1 Insurance Provided by Landlord. Landlord shall maintain fire and extended coverage insurance throughout the term of this Lease in an amount equal to the replacement value of the building containing the Premises. Tenant agrees to pay to Landlord its share of the cost of said insurance in accordance with Section 3.2 above. 7.2 Insurance Provided by Tenant. (a) Tenant to Provide Liability Insurance. During the entire term of this Lease, the Tenant shall, at the Tenant's sole cost and expense, maintain comprehensive general liability insurance insuring against claims for bodily injury, death or property damage occurring in, upon or about the Premises written on a per occurrence basis in an amount not less than either(i) a combined single limit of ONE MILLION DOLLARS ($1,000,000.00) for bodily injury, death, and property damage or (ii) bodily injury limits of $250,000.00 per person, $500,000.00 per occurrence and $500,000.00 products and completed operations and 3 property damage limits of$100,000.00 per occurrence and $250,000.00 in the aggregate. Notwithstanding any- thing herein to the contrary, Tenant shall have the right to self-insure. (b) Tenant to Provide Worker's Compensation Insurance. Tenant shall, at the Tenant's sole cost and expense, maintain a policy of worker's compensation insurance in an amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Tenant and the Landlord against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Tenant in the course of Tenant's use of the Premises. (c) General Provisions Applicable to Tenant's Insurance. Each party hereto shall cause the other party to be named as an additional insured on each of the policies described above and each such policy shall require written notice to the non-policy holding party at least thirty (30) days prior to the expiration or other termination of the coverage. Each party shall at all times be responsible for providing the other party with evidence that such coverages are in effect and have not been terminated. In the event that one party causes or permits the insurance policy or policies to lapse or otherwise terminate, the other party shall have the option to obtain the policy and charge the other party for the premiums. 7.3 Indemnification. Tenant agrees to indemnify and hold harmless the Landlord, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein 'claims or liabilities") that may he asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Tenant, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Premises or the parking and common areas by Tenant or its employees, or arising from the failure of Tenant to keep the Premises in good condition and repair, as herein provided, or arising from the negligent acts or omissions of Tenant hereunder, or arising from Tenant's negligent performance of or failure to perform any term, provision covenant or condition of this Lease but excluding such claims or liabilities arising from the sole negligence or willful mis- conduct of the Landlord, its officers, agents or employees, who are directly responsible to the Landlord. Landlord agrees to indemnify and hold harmless the Tenant, 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 Landlord, its agents, employees, contractors or subcontractors or arising from the Premises or the parking and common area, or arising from the failure of Landlord to keep the Premises in good condition and repair, as herein provided, or arising from the negligent acts or omissions of Landlord hereunder, or arising from Landlord's negligent performance of or failure to perform any term, provision covenant or condition of this Lease but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the Tenant, its officers, agents or employees, who are directly responsible to the Tenant. 8. ABANDONMENT AND SURRENDER. 8.1 Abandonment. Tenant shall not vacate or abandon the Premises at any time during the term of this Lease; and if Tenant shall abandon, vacate or surrender the Premises or be dispossessed by process of law, or otherwise, any personal property belonging to Tenant and left on the Premises shall be deemed to be abandoned, at the option of Landlord. 8.2 Surrender of Lease. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all of such subleases or subtenancies. 9. DAMAGE AND DESTRUCTION OF PREMISES. In the event of(i) partial or total destruction of the Premises or the building containing same during the term of this Lease which requires repairs to either the Premises or said building, or (ii) the Premises or said building being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than Tenant's act, use or occupation, which declaration requires repairs to either the Premises or said building, Tenant may elect to terminate this Lease in its sole discretion provided Tenant gives Landlord thirty (30) days' written notice of such election. If Tenant elects to terminate this Lease, all rentals shall be prorated between Landlord and Tenant as of the date of such destruction. If Tenant does not elect to terminate this Lease as provided herein, this Lease shall continue in full force and effect and Tenant shall be entitled to a proportionate reduction of Monthly Rental and Additional Rental while such repairs are being made, such proportionate reduction shall be equal to the proportionate reduction in the number of square feet of gross floor area in the Premises bears to the total number of square feet of gross leasable floor area of all buildings in the Property. If Tenant does not elect to terminate the Lease as provided herein, Landlord shall promptly rebuild and repair the Premises and/or the building. 4 J. 10. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any approved assignee shall assume the obligations of Tenant under this Lease in writing. The proposed assignee shall simultaneously provide to Landlord an estoppel certificate in the form described in Section 13.2 hereafter. Consent by Landlord to one assignment, occupation or use by another person shall not be deemed to be a consent to any subsequent assignment, occupation or use by another person. Any assignment without the prior written consent of Landlord shall be void, shall constitute a material breach of this Lease. Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation of law. Tenant shall have the right to sublease the Premises, or any wall space and floor space within the Premises, for including, without limitation, hotel, lottery, restaurants, attractions and other income-producing business or business promotional activities without Landlord's consent. it. DEFAULT AND REMEDIES. 11.1 Default by Tenant. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant: (i) the failure to pay any rental or other payment required hereunder to or on behalf of Landlord more than five (5) days after written notice from Landlord to Tenant that Tenant has failed to pay rent when due; (ii) the failure to perform any of Tenant's agreements or obligations hereunder(exclusive of a default in the payment of money)where such default shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (iii) the vacation or abandonment of the Premises by Tenant; or (iv) the filing by Tenant of a voluntary petition in bankruptcy or the adjudication of Tenant as a bankrupt. In the event of any such default or breach by Tenant, Landlord may at any time thereafter, rectify or cure such default, and any sums expended by Landlord for such purposes shall be paid by Tenant to Landlord upon demand and as Additional Rental hereunder. In the event of any such default or breach by Tenant, Landlord shall have the right (i) to continue the lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or (ii) Landlord shall have the right at any time thereafter to elect to terminate the Lease and Tenant's right to possession thereunder. 11.2 Landlord's Default. Landlord shall be in default under this Lease if Landlord fails to perform obligations required of Landlord within fifteen (15) days after receipt of written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance then Landlord shall not be deemed in default if Landlord commences performance within a (30) day period and thereafter diligently prosecutes the same to completion. 12. CONDEMNATION. In the event a condemnation or a transfer in lieu thereof results in a taking of ten percent (10%) or more of the Premises, Tenant may, upon written notice to Landlord given within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. Tenant shall not be entitled to share in any portion of the award and Tenant hereby expressly waives any right or claim to any part thereof. Tenant shall, however, have the right to claim and recover, only from the condemning authority (but not from Landlord), any amounts necessary to reimburse Tenant for the cost of removing stook and fixtures. If this Lease is not terminated as above provided, Landlord shall use a portion of the condemnation award to restore the Premises. In the event of condemnation, Tenant shall pay nothing for the value of the Lease. 13. MISCELLANEOUS. 13.1 Entry and Inspection. Tenant shall permit Landlord and agents to enter into and upon the Premises on forty eight (48) hours written notice for the purpose of inspecting the same or for the purpose of maintaining the building in which the Premises are situated, or for the purpose of making repairs, alterations or additions to any other portion of said building, including the erection and maintenance of such scaffolding, canopy, fences and props as may be required, or for the purpose of posting notices of nonliability for alterations, additions or repairs or any signs for public safety. Tenant shall permit Landlord, at any time within six (6) months prior to the expiration of this Lease, to allow Landlord or agents, during normal business hours, to enter upon said Premises and exhibit same to prospective tenants. 13.2 Estoppel Certificate. If, as a result of a proposed sale, assignment, or hypothecation of the Premises or the land thereunder by Landlord, or at any other time, an estoppel certificate shall be requested of Tenant, Tenant agrees, within ten (10) days thereafter, to deliver such estoppel certificate in the form attached hereto as Exhibit "C" addressed to any existing or proposed mortgagee or proposed purchaser, and to the Landlord. 13.3 Jurisdiction and Venue. The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to the address of tenants set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County, California is the proper place for venue as to any such litigation and Tenant agrees to submit to the personal jurisdiction of such court in the event of such litigation. 5 13.4 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. 13.5 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. 13.6 No Oral Agreements. This Lease (i) covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning this Lease, (ii) supersedes any and all previous negotiations, agreements and understandings, if any, between the parties, oral or written and (iii) merges all pre- liminary negotiations and agreements of whatsoever kind or nature herein. 13.7 Authority. Each individual executing this Lease on behalf of Landlord 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. Landlord represents and warrants to Landlord that the entering into this Lease does not violate any provision of any other agreement to which Landlord is bound. 13.8 Relationship of Parties. The relationship of the parties hereto is that of Landlord and Tenant, mid it is expressly understood and agreed that Tenant does not in any way or for any purpose become a partner of Landlord in the conduct of Tenant's business or otherwise, or a joint venturer with Tenant, and that the provisions of this Lease and the agreements relating to rent payable hereunder are included solely for the purpose of providing a method whereby rental payments are to be measured and ascertained. 13.9 Nondiscrimination. Landlord herein covenants by and for itself, its heirs, executors, administrators and assigns and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of race, sex, marital status, color, creed, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises herein leased, nor shall the Landlord itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the Premises. 13.10 Notices. Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to this Lease to or on the other, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and personally served or forwarded by certified mail, postage prepaid, addressed, if to Landlord, to PSP Rental Co., c/o Fred and Vivian Elg, 2772 N. Farrell Drive, Palm Springs, California 92262, and if to Tenant as specified in Section 1.8. Either party may change the address set forth herein by written notice by certified mail to the other. Any notice or demand given by certified mail shall be effective one(1)day subsequent to mailing. 13.11 Waiver. No delay or omission in the exercise of any right or remedy by a non- defaulting party shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approved 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. IN WITNESS WHEREOF, the parties have duly executed this Lease together with the herein referred to Exhibits which are attached hereto, on the day and year first above written in Palm Springs, California. ATTEST: CITY SPRINGS, a unicipal corporation -1 17 By _ - By: - I +1 C' y miler r City Manag4r "TENANT" APPROVED AS TO FORM: RUTAN&TUCKER, LLP APPROVED SYTH^rMY C('r3y;AMft David J. Aileshire, City Attorney (SIGNATURES CONTINUED ON NEXT PAGE) 6 PSP RENTAL CO., a California limited partnership BY: FRED E. ELG General Partner BY: VIVIAN ELG General Partner V "LANDLORD" 7 EXHIBIT "A" PLOT PLAN OF THE PROPERTY SHOWING THE LOCATION OF PREMISES UU' an �. 25 ,234 1/1 Lou area _ row 6,906 s/C Iluildiur, area ' 4, >�• 8, 130 SIC asuhalt Uaved area �+ e„ 174 1/f - 6 ' concrete planter curbs �f/r �• nr 200 s/f Uasonr•i ulanter walls PIS ter 120 1/f -6' Cvclone true fence . 4 each 10' Fence rates �\ 120 s/f attached garage L. Asphalt sur Caced pnrlctnp area rI I r y I ' 6. S� \o aP v •'�� \ l ° I d ri e C I 6 w h , Plante a k P Cora Fac a e Pa \ 1 G ar, m ry� a Planter Gr, arracPa lb a a �o a n Ip, Po/ J h r y / `\ \ 0 .ryq, \ \ \ \\ �n 0 cl �o k 'o Fehr p" \ \ ,v c r n 2755/2777 11. PaLm Caon 6`\ Palm Springs Callfarnla 0 2.67' 3.00 3 EXHIBIT "A" OF LEASE EXHIBIT "B" LANDLORD'S CONSTRUCTION OBLIGATIONS 1. Landlord's Work. As additional consideration for this Lease, Landlord shall perform the work hereinafter described. Upon execution of this Lease, Landlord shall perform the following work on the Premises, which will be partially reimbursed by the Tenant as provided in Section 2 below: (i)paint the outside of the entire building on the Premises, with the understanding that the City shall pre-approve the quality and color of the paint used by Landlord; (ii) renovate and refurbish the two (2) rest rooms located in the Premises; providing new rest room walls and flooring as needed, and new fixtures, including toilet bowls, sinks, exhaust vents and fans, hot and cold running water and proper electrical service; (iii) raising the height of a partition header in the interior portion of the additional 1,850 square feet of the Premises; (iv) enclosing a doorway along the south wall to the adjoining building, to comply with all building and electrical codes; (v) replaster or drywall and paint three (3) walls on the west end of the additional 1;,850 square feet of the Premises; (vi) replace acoustic ceilings throughout the additional 1,850 square feet of the Premises; (vii) open doorway and frame between existing Visitor Center and the additional 1,850 square foot area; (ix) install new metal exterior door on the west side of the additional 1,850 square feet, revising the swing and adjusting the sill to meet the building code requirements; (x) correct and replace the raised tile flooring previously installed in the additional 1,850 square foot area; (xi) retrofit the Premises to comply with the Americans With Disabilities Act, including wheelchair ramps and carpeted landings and required metal hand rails;(xii) replace floor tile as required over floor safe, at entrance from building to the south and transition to existing Visitor Center portion of the premises; (xiii) glaze and seal entire interior floor tile in the additional 1,850 square feet of premises; (xiv) paint all of interior of additional 1,850 square feet of premises in color and paint quality approved by the City; and (xv) install kick plate and bar exit hardware with alarm on existing front door. The estimated cost of such work is TWENTY TWO THOUSAND SEVENTY FIVE DOLLARS ($22,075.00). The Landlord warrants that the mechanical equipment and systems, including air conditioning and beating systems, water heater, and plumbing and electrical systems, are or will be in good working condition, subject to City inspection and acceptance, prior to City's occupancy of the Premises. 2. Reimbursement for Landlord's Work. Upon completion of phases of Landlord's work described above, Tenant shall inspect such work. Tenant shall approve or disapprove such work in its reasonable discretion. If Tenant disapproves such work Landlord shall make all necessary corrections to Tenant's satisfaction. Upon Tenant's approval of Landlord's work, Tenant shall remit a sum not to exceed EIGHTEEN THOUSAND ONE HUNDRED SEVENTY FIVE DOLLARS ($18,175.00) to Landlord as reimbursement as follows: Upon approval of this Lease $ 1,817.50 2nd payment at completion of 50% of work 7,270.00 3rd payment at completion of work 7,270.00 Final retention 1,817.50 TOTAL ILLL75.00 EXHIBIT "B" TO LEASE EXHIBIT "C" ESTOPPEL CERTIFICATE Tenant: CITY OF PALM SPRINGS, a municipal corporation Landlord: PSP Rental Co., a California limited partnership Date of Lease: , 1997 Center: Premises: To: The undersigned hereby certifies as follows: 1. The undersigned is the tenant("Tenant")under the above-referenced lease ("Lease") covering the above- referenced premises("Premises"). 2. The Lease constitutes the entire agreement between landlord under the Lease ("Landlord") and Tenant with respect to the Premises and the Lease has not been modified, changed, altered or amended in any respect except as set forth above. 3. The term of the Lease commenced on April 1, 1997, and, including any presently exercised option or renewal term, will expire on 2002. Tenant has accepted possession of the Premises and is the actual occupant in possession thereof and has not sublet, assigned or hypothecated its leasehold interest. 4. As of this date, to the best of Tenant's knowledge, there exists no breach or default, nor state of facts which, with notice, the passage of time, or both, would result in a breach or default on the part of either Tenant or Landlord. To the best of Tenant's knowledge, no claim, controversy, dispute, quarrel or disagreement exists between Tenant and Landlord. 5. Tenant is currently obligated to pay Monthly Rent in installments of $1,925.00 per month, and such monthly installments have been paid not more than one month in advance. In addition, the Lease requires Tenant to pay for certain additional expenses as set forth in Section 3.2 of the Lease in the amount of Three Hundred Twenty-Five Dollars ($325.00) per month. To the best of Tenant's knowledge, no other rent has been paid in advance and Tenant has no claim or defense against Landlord under the Lease and is asserting no offsets or credits against either the rent or Landlord. Tenant has no claim against Landlord for any security or other deposits except$ which was paid pursuant to the Lease. 6. Tenant has no option or preferential right to lease or occupy additional space within the Property of which the Premises are a part. Tenant has no option or preferential right to purchase all or any part of the Premises nor any right or interest with respect to the Premises other than as Tenant under the Lease. Tenant has no right to renew or extend the term of the Lease except as set forth in the Lease. 7. Tenant has made no agreements with Landlord or its agent or employees concerning free rent, partial rent, rebate of rental payments or any other type of rent or other concession except as expressly set forth in the Lease. 8. There has not been filed by or against Tenant a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States, or any state thereof„ or any other action brought under said bankruptcy laws with respect to Tenant. Dated this day of , 19 CITY OF PALM SPRINGS, a municipal corporation By: Its: EXHIBIT TIC?? TO LEASE A :.'LC:'.:::"[::'.:'[:,,i.:t,,LY.Cf1.:1.:* +: %[,�L.[:.i'..1..�_i.::.:�..:("..1 ......�j:; DATE(MMIDDYY) ;. I1�r��Ir1Ia�,_ R.:1.IF[�y/1 :I" L.EMT3 1.I,11 [4�E .�;I: k.. .. .: :. . . . . 04129197 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Coachella Valley Insurance Svc HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 81-557 Dr. Carreon Blvd. #B-8 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. India CA 92201-5517 COMPANIES AFFORDING COVERAGE COMPANY A Fireman's Fund INSURED COMPANY PSP Rental Company B P O Box 1932 COMPANY ' Polar Springs CA 92263 C COMPANY D r: ... .... . .. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS c0 TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMDS LTR DATE (MMIDDNY) DATE (MM/DDNY) A GENERAL LIABILITY ASIAZC80520349 07/29/96 07/29/97 GENERAL AGGREGATE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG $ 2,000,000 CLAIMS MADE �OCCUR PERSONAL 6 ADV INJURY $ 1,000,000 OWNER'S 8 CONTRACTORS PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE(Any one fire) $ 100,000 MED EXP(Any ane parson) $ 10,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per permn) $ HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANY AUTO OTHER THAN AUTO ONLY: a s IXCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE s OTHER THAN UMBRELLA FORM s WORKERS COMPENSATION AND WC STATU- OTH- EMPLOYERS'LIABILITY EL EACH ACCIDENT S THE PROPRIETOR/ INCL EL DISEASE-POLICY LIMIT $ PPATNERSIEXECUTIVE OFFICERS ARE: EXCL EL DISEASE-EA EMPLOYEE $ OTHER A Building Real Property ASlAZC80520349 07/29/96 07/29/97 Building Replacement 460,000 Cost Included DESCRIPTION OF OPERATIONS,LOCATIpNSMEHICLESSPECIAL ITEMS Certificate Holder as additional insured with regards to Lease agreement for Location at 2777 North Palm Canyon, Palm Springs, CA CERTIFICATE HOLDER GkHCEGLiIT[OIY. . SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Palm Springs Ann: City Manager EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 3200 East Tahquitz Canyon Way 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Palm Springs CA 92262 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS A 04 OR REPRESENTATIVES. AUTHORIVE) REPRESENTATIVE Karen Steams ' AC-ORD. CERTIFICA"S OF LIABILITY INSUFWC� DPID C DATE(MM/DDIYVI SPRE-1 09/28/01 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERSNO RIGHTS UPON THE CERTIFICATE LPL Insurance Agency Inc HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 4811 Eureka Avenue #F ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Yorba Linda CA 92886 _ Phone: 714-572-9700 Fax:714-572-9880 INSURERS AFFORDING COVERAGE INSURER HARTFORD CASUALTY INS CO/,,,- INSURER B, PSP Rental Co. INSURER U'.,i P.O. Box 1932 INSURERD ED Palm Springs CA 92263 p ,E INSURER E ��(b:, -(Phu✓ 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 LTR TYPE OF INSURANCE POLICY NUMBER POLICVEFFECTIVE POLICY EXPIRATIONDATE(MMIDD/YY) DATE MMIDDIYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -A $ OurOMENCIAL GENERAL LIAGLIIY - 7-23BAj4H7-459 07/25/01 U7/29/02- FIREDAMAGE(Any one tire)-I-$-300,000 CLAIMS MADE �7{ OCCUR MED EXP(Any ane person) $ 10,000 PERSONAL A ADV INJURY $ 1,000,000 GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMPIOP ASS $ 2,000,000 POLICY PRO- EOT OC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY ODIL INJ SCHEDULED AUTOS (Perpe INJURY $ HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGO $ EXCESS LIABILITY EACH OCCURRENCE S OCCUR ❑ CLAIMS MADE AGGREGATE $ DEDUCTIBLE RETENTION $ S WORKERS COMPENSATION AND TORY LIMITS ER EMPLOYERS'LIABILITY _ _ -- - - -_ - — -- EL EACHACCIDENT — $ EL DISEASE-EA EMPLOYE $ EL DISEASE-POLICY LIMIT 1$ OTHER A BUILDING 72SBANH7459 07/29/01 07/29/02 SPECIAL C $570,500. DEDUCTIBL $500. DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS NOTICE OF CANCELLATION FOR NON PAYMENT WILL BE 10 DAYS - CERTIFICATE HOLDER IS NAMED ADD'L INSURED IN REGARD TO GENERAL LIABILITY CERTIFICATE HOLDER Y ADDITIONAL INSURED;INSURER LETTER _ CANCELLATION CTYPALM SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL X72noCII 30 DAYS WRITTEN CITY OF PALM SPRINGS NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,'9111IRMEDURIODMOSUCII PATRICIA SANDERS, OFFICE OF mlPgsE N7g-Og THE CITY CLERK 3200 TAHQUITZ CANYON WAY i PALM SPRINGS CA 92262 AUTHORIZED REPR`EN I j) „ f" !'/ I Francis (Bu - Lau hlin `- �— ACORD 25-S(7197) ©ACORD CORPORATION 1988