HomeMy WebLinkAbout03120 - WELWOOD MURRAY LIBRARY LEASE R17899 City Council Minutes
March 25, 2009
Page 13
MEDIAN, PALM SPRINGS CITY HALL, AND RIVERSIDE COUNTY
ADMINISTRATIVE OFFICES SCHEMATIC LANDSCAPE DESIGN (CITY
PROJECT NO. 08-20):
ACTION: 1) Approve an Agreement with RGA Landscape Architects, Inc.,
in the amount of$63,540 for preparation of schematic landscape plans for
the Tahquitz Canyon Way median (extending from Indian Canyon Drive to
El Cielo Road), Palm Springs City Hall, and the Riverside County
Administrative Offices complex (City Project No, 08-20) amending the
Scope of Work Exhibit A to include landscape irrigation concepts; 2)
Authorize the City Manager to execute the Agreement; and 3) Direct the
City Manager to appoint a City Manager Steering Committee for the
project. A5809. Motion Mayor Pro Tem Mills, seconded by
Councilmember Hutcheson and unanimously carried on a roil call
vote.
2.N. APPROVAL TO RELEASE SOQ 14-09 FOR ARCHITECTURAL DESIGN
TEAM SERVICES FOR THE RENOVATION AND REPURPOSING OF
THE WELWOOD MURRAY MEMORIAL LIBRARY AND THE JC FREY
BUILDINGS:
The City Council discussed and/or commented on the fallowing with
respect to the renovation: proposed budget and estimates, renovation of
restrooms for the Frey Building and the development of restrooms in the
Welwood Building, the proposed timeline, and the proposed concepts for
the Welwood Memoral Library.
ACTION: Approve the release of SOQ No. 14-09 for Architectural Design
Team Services for the renovation of the Welwood Murray Memorial
Library and the JC Frey Building. Motion Councilmember Weigel,
seconded by Mayor Pro Tern Mills and unanimously carried on a roll
call vote.
3. LEGISLATIVE:
3.A. PROPOSED ORDINANCE PERTAINING TO STATE VIDEO
FRANCHISE HOLDERS:
City Attorney Holland provided background information as outlined in the
staff report dated March 25, 2009.
ACTION. 1) Waive the reading of the ordinance text in its entirety and
read by title only; and 2) Introduce on first reading Ordinance No. 1759,
"AN ORDINANCE OF THE CITY OF PALM SPRINGS, CALIFORNIA,
ADOPTING CHAPTER 5.79 OF TITLE 5 OF THE PALM SPRINGS
Welwood Murray Library.
Lease
AGREEMENT #3120 AMEND 3
THIRD AMENDMENT TO LEASE M06861, 6-20-01
for the
WELWOOD MURRAY MEMORIAL LIBRARY
THIS THIRD AMENDMENTTO LEASE("Amendment')is made and entered into on
2001 by and between the CITY OF PALM SPRINGS, a Municipal
C poration ("Landlord") and THE WELWOOD MURRAY MEMORIAL LIBRARY, INC., a
non-profit corporation ('Tenant').
RECITALS
A. Landlord and Tenant entered into that certain lease dated July 1, 1992,
whereby Tenant leased the real property commonly known as The Welwood Murray
Memorial Library, located at 100 south Palm Canyon Drive (the "Premises") in the City of
Palm Springs, County of Riverside, State of California (the "Lease') as amended by that
certain Second Amendment.to the Lease dated June 4, 1997 ("Second Amendment').
B. The initial term of the Lease commenced on July 7, 1992, to expire on July
6, 1997 ('Initial Term"). The parties, by the Second Amendment, extended the Initial Term
of the Lease for a five-year period to July 6, 2002 ("First Extended Term").
C. Landlord and Tenant desire to extend the Lease, as amended, upon the
terms and conditions contained herein. All capitalized terms, unless specifically defined
herein, shall have the same meaning as set forth in the Lease.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Extension of Lease. The First Extended Term of the Lease as set forth in
the Second Amendment is hereby extended to July 6, 2007, unless earlier terminated as
provided in Section 5 of said Second Amendment.
2. Effective Date. The Effective Date of this Third Amendment shall be July 7,
2002.
3. Effect of Second Amendment. Except for the change in lease duration by this
Amendment, the Second Amendment to the Lease shall continue in full force and effect.
4. Effect of Third Amendment. Except for the change in lease terms as
specifically set forth in the Second Amendmentto the Lease and this Third Amendment,the
Lease shall continue in full force and effect as previously written.
5. Counterparts. This Amendment may be executed in counterparts, and all so
executed shall constitute one agreement binding on all parties hereto, notwithstanding that
all parties are not signatories to the original or same counterpart.
� � 3
Third Amendment to Lease
City of Palm Springs, Landlord -
Welwood Murray Memorial Library, Inc., Tenant
Page 2
IN WITNESS WHEREOF, this Third Amendment to Lease was executed to be
effective as of the date first written above.
LANDLORD:
ATTEST: CITY OF PALM SPRINGS, a
Municipal corporation
City Clerk City Manager
APPROVED AS TO FORM:
BURKE, WILLIAMS & SORENSEN, LLP
By: �KTa.t' TENANT:
City ttor ey
HE WELWOOD MURRAY MEMORIAL
LI : RY, INC., a non-profit corporation
By
Its:
Qk
&\P1?P'6 i(Q VELD) CSV VWE (017V (00 9V%0� IIVL
/ ,411
• • Welwood Murray Memo. Library
2nd Amend to Lease
Hours of Business
AGREEMENT #3120
M05962, 6-4-97
SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE ( "Amendment" ) is made and
entered into on (Z& , 1997 by and between the CITY OF PALM
SPRINGS, a municipal corporation ( "Landlord" ) and THE WELWOOD
MURRAY MEMORIAL LIBRARY, INC. , a non-profit corporation ( "Tenant" )
R E C I T A L S
A. Landlord and Tenant entered into that certain Lease dated
July 1, 1992 , whereby Tenant leased the real property commonly
known as The Welwood Murray Memorial Library, located at 100 South
Palm Canyon Drive (the "Premises" ) in the City of Palm Springs,
County of Riverside, State of California (the "Lease" ) as amended by
that certain Amendment No. l to the Lease dated August 6 , 199G
( "First Amendment" ) .
B . The initial term of the Lease commenced on July 7 , 1992
and will expire on July 6 , 1997 ( "Initial Term" ) . The parties
desire to extend the Initial Term of the Lease subject to early
termination by the Landlord as provided below.
C. Landlord and Tenant desire to amend the Lease upon the
terms and conditions contained herein. All capitalized terms,
unless specifically defined herein, shall have the same meaning as
set forth in the Lease .
NOW, THEREFORE, the parties hereto hereby agree as follows :
1 . Extension of Lease . The Initial Term of the Lease as set
forth in Section 2 . 1 of the Lease is hereby extended to July 6,
2002 , unless earlier terminated as provided in Section 5 ( "Extended
Term" ) .
2 . Effective Date . The Effective Date of this Amendment
shall be July 7, 1997 .
3 . Termination of First Amendment . The First Amendment to
the Lease is hereby rescinded and terminated and shall be replaced
with this Amendment .
4 . Hours of Business . Section 4 . 5 of the Lease is deleted
and replaced with the following :
"Subject to the provisions of Section 8 . 0 hereof, Tenant shall
continuously during the entire term hereof conduct and carry
on Tenant' s business in the Demised Premises and shall keep
the Demised Premises open for business a minimum of twenty
(20) hours per week except during the month of August, during
which month Tenant may close the Demised Premises . Said hours
of operation may be revised by a resolution of the City
Council and the consent of Tenant .
S . Termination By Landlord. Section 2 . 5 of the Lease is
hereby deleted and replaced with the following:
ORIGINAL BID 487/014094-0001/3074892.2 "O5/22/97 ANDIOR AGREEMENT
"Landlord shall have the unilateral right at any time during
the term of the Lease to elect to terminate the Lease without
cause . If Landlord elects to terminate this Lease, the
effective date of such termination shall be no earlier than
the date which is one hundred twenty (120) days from the date
that Landlord gives Tenant written notice of election to
terminate . If Landlord terminates this Lease as provided
herein, Tenant hereby waives any right to receive any other
compensation from Landlord, including, but not limited to, the
value of Tenant' s leasehold interest, loss of goodwill and
relocation benefits, inverse condemnation or the taking of
property and Landlord shall have no obligation to pay Tenant
therefor. Despite receipt of Landlord' s notice of election to
terminate the Lease, Tenant shall continue to pay rent and
perform all other obligations under the Lease through and
including the effective date of such termination. "
6 . No Deposit . Section 3 . 6 of the Lease is hereby deleted in
its entirety.
7 . Effect of Amendment . Except as specifically set forth in
,,this Amendment, the Lease shall continue in full force and effect
as previously written.
8 . CounterQarts . This Amendment may be executed in
counterparts, and all so executed shall constitute one agreement
binding on all parties hereto, notwithstanding that all parties are
not signatories to the original or same counterpart .
IN WITNESS WHEREOF, this Second Amendment to Lease was
executed to be effective as of the date first written above.
ATTEST : CITY F PALM SPRI GS, a
mun cipal corpor
By By:
Ci,tV Clerk c City Kanager
"TENANT"
APPROVED AS TO FORM:
RUTAN & TUCKER, LLP
By: '�__
City Att°or ey
THE WELWOOD MURRAY MEMORIAL
LIBRA Y, INC. , a non-profit
corporation
APPROWDBYTHECITYro,I !'71. By: U�-
eY NO. (cc) � �y 9? Its : � 1-7
t�so
gJ120
487/014084-0001/3074892.2 .05/20/97 -2-
Welwood Murray Memorial
Library - Lease - !st Amend
AGREEMENT #3120
M05792, 7-31-96
AMENDMENT NO. 1
TO
LEASE AGREEMENT NO. 3120 BY AND BETWEEN THE CITY OF PALM SPRINGS
AND WELWOOD MURRAY MEMORIAL LIBRARY, INC.
FOR LEASE OF THE WELWOOD MURRAY MEMORIAL LIBRARY
THIS AMENDMENT NO. 1 (herein "Amendment No. V) to Lease Agreement No. 3120,
(herein "Original Lease"), is made and effective on the 1st day of August, 1996, by and between
the CITY OF PALM SPRINGS (herein "Landlord"), a municipal corporation and THE
WELWOOD MURRAY MEMORIAL LIBRARY, INC., a California Non-Profit Public Benefit
Corporation (herein "Tenant"). The parties hereto agree that Section 4.5 entitled "Hours of
Business" is amended to read as follows:
4.5 Hours of Business. Subject to the provisions of Section 8.0
hereof, Tenant shall continuously during the entire tern hereof
conduct and carry on Tenant's business in the Demised Premises
and shall keep the Demised Premises open for business a total of
twenty (20) hours per week except during the month of August,
during which month Tenant may close the Demised Premises.
Said hours of operation may be revised by a resolution of the City
Council and the consent of Tenant.
IN WITNESS WHEREOF, the parties have executed this Amendment on the date first above
written.
Dated: CIT PALM SPRING
C2z c: C, 1996 By:
y City MaNager
ATTEST:
Cit Glerk
APPROVED AS TO FORM:
RUITAN & TUCKER W OOD MURRAY MEMORIAL LIBRARY, INC.
By: �rn
UPresident
�
By(',�G�w-�Ii�G�c
SecretaryJAW
APPROVE[` Yd r-uE OeY�:
p � �
64O3/a c�
— Welwood Murray Memorial
• Library, Inc. - Settlement
Agreement & Lease - 5 year
AGREEMENT #3120
R17899, 7-1-92
SETTLEMENT AGREEMENT — --The parties to this Agreement are the CITY OF
PALM SPRINGS, a California general law municipal law
corporation ("City") and the SAVE THE WELWOOD MURRAY MEMORIAL
LIBRARY COMMITTEE, an unincorporated association
("Committee") .
RECITALS
A. City has promulgated a plan to remodel and
restore the Welwood Murray Memorial Library (the "Library")
property, which plan has been presented to and reviewed by
Committee;
B. Committee objected to two features of the
remodeling plan, specifically the razing of two portions of
the structures on the Library property;
C. In prior litigation between the parties, the
Riverside County Superior Court, Indio Branch, issued a
prohibitory injunction, which injunction was affirmed, in
substantial part, by the decision of the California Court of
Appeal in that certain case entitled Save The Welwood Murray
Memorial Library Committee v. City Council of the City of
Palm Springs, 215 Cal.App. 3d 1003 (1989) ;
D. In light of such existing prohibitory
injunction, City presented its plan to remodel and restore
the Library property directly to the Riverside County
Superior Court. On July 30, 1991, that Court issued its
minute order, later reduced to a formal order on August 14,
1991, authorizing City to proceed forward with its plan to
remodel and refurbish the Library property;
E. Committee appealed the order of the Superior
Court to the Court of Appeal, Fourth Appellate District,
Division 2, which appeal is presently pending before such
Court as Save the Welwood Murray Memorial Library Committee
v. City Council of the City of Palm Springs, Fourth Appellate
District Case No. E-010017;
F. Subsequent to the perfecting of such appeal,
the Board of Library Trustees has determined it both
necessary and appropriate to close the Welwood Murray
Memorial Library;
G. City has agreed to enter into a lease
agreement by which THE SAVE THE WELWOOD MURRAY MEMORIAL
LIBRARY, INC. (the "Corporation") , a California public
benefit nonprofit corporation, will be formed and will
operate the Welwood Murray Memorial Library;
H. As a material consideration for, and
inducement to City in entering into such lease arrangement,
Committee has agreed to dismiss its appeal herein, and
withdraw its objections to the City's plan to remodel and
restore the Welwood Murray Memorial Library as approved by
the Superior Court.
AGREEMENT
NOW, THEREFORE, in consideration of the above
recitals and the mutual promises and covenants hereinafter
set forth, the parties hereto agree as follows:
-2-
1. Abandonment of Appeal & Stipulation for
Dismissal of Same.
Concurrently with the execution of this Agreement,
and that certain lease agreement by and between City and the
Corporation, the parties hereto shall execute, and the
Committee shall cause to be filed and entered, that certain
request for dismissal, with prejudice, in the form attached
hereto as Exhibit "A, " and incorporated herein.
2 . Payment of Attorneys' Fees & Costs.
In connection with the above-referenced appeal,
both sides agree that each shall bear its own costs and
attorneys' fees in connection therewith, and in connection
with the execution and performance of this Agreement.
3 . Mutual General , ease.
Concurrently with the execution of this Agreement,
the parties hereto shall execute and exchange that certain
Mutual General Release in the form attached hereto as Exhibit
"B, " and incorporated herein.
4. Miscellaneous.
a. This Agreement and the attached Exhibits
constitute the entire agreement between the parties
pertaining to the subject matter hereof, and the final,
complete, and exclusive expression of the terms and
conditions of their agreement. Any and all prior agreements,
representations, negotiations and understandings made by the
parties, oral or written, express or implied, are hereby
superseded and merged herein.
-3-
b. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective
successors and assigns. No party to this Agreement may
assign its rights or obligations hereunder without the prior
written consent of the other party.
C. In the event that legal proceedings are
commenced to enforce any of the provisions of this Agreement
or any rights existing ]hereunder, in addition to any damages
which may be claimed, the prevailing party shall be entitled
to an award of the costa and attorneys' fees incurred by it
in connection with the prosecution of defense of such action.
d. This Agreement shall be governed and
construed in accordance with the laws of the State of
California.
e. This Agreement may be executed in
counterparts, which together shall constitute a single
agreement, and each of which shall be an original for all
purposes.
Executed as of the dates and at the places
indicated below.
CITY OF PA INGS, a
Muni = al corpo a n
ATTEST:
By: ��� yyti By:
Title: City Clerk Title: C ty Mana er
Date: 9 ID (y Date: ; 6- ZIy )J
Place:
-4- BY RES. d,<). id�e�"W
SAVE THE WELWOOD MURRAY
MEMORIAL LIBRARY COMMITTEE, an
unincorporated association
Title: ;lx��rE7 I'I!WTP�=iZ
Date:
Place: j �LN! Sl�r2li�}C S 611
APPROVED AS TO FORM:
RUTAN��& TUCKER
BY: ��• �p. ��
WILLIAM(.I . WYNDER
Attorneys for the CITY OF
PALM SPRINGS
LAW OFFI ES OF LYNN D. CRANDALL
By: U
IWNX D. CRANDALL
Attorneys for the SAVE THE
WELWOOD MURRAY MEMORIAL LIBRARY
COMMITTEE
9/268/014084-0007/031
-5-
1 Case No. E-010017
2
3
4 COURT OF APPEAL
5 STATE OF CALIFORNIA
6 FOURTH APPELLATE DISTRICT
7 DIVISION TWO
8
9 SAVE THE WELWOOD MURRAY ) Riverside County Superior
MEMORIAL LIBRARY COMMITTEE, ) Court Case No. INDIO 51176
10 an unincorporated association, )
11 Appellants, ) (Commissioner Richard
V. Lee, Judge Pro Tem)
12 Vs. )
13 CITY COUNCIL OF THE CITY OF )
PALM SPRINGS and the CITY OF )
14 PALM SPRINGS, a Municipal )
corporation, )
15 )
Respondents.. )
16 )
17
18
REQUEST FOR DISMISSAL, WITH PREJUDICE
19
20
RUTAN & TUCKER LAW OFFICES OF LYNN D. CRANDALL
21 David J. Aleshire Lynn D. Crandall
William W. Wynder 43-645 Monterey Avenue, Suite D
22 611 Anton Blvd. , Ste. 1400 Palm Desert, CA 92260
Post Office Box 1950
23 Costa Mesa, CA 92628-•1959 (619) 346-7557
24 (714) 641-5100 & (619) 323-8211
25 Attorneys for Respondents, Attorneys for Appellant,
CITY COUNCIL OF THE CITY OF SAVE THE WELWOOD MURRAY
26 PALM SPRINGS & CITY OF' MEMORIAL LIBRARY COMMITTEE,
PALM SPRINGS, a Municipal an unincorporated association.
27 corporation
28
1 The parties hereto, through their respective counsel of
2 record herein, stipulate as follows:
3 1. That they have resolved their dispute which gave
4 rise to the pending appeal;
5 2 . As a consequence thereof, the parties request that
6 this Court dismiss this appeal, with prejudice; and
7 3 . That the Court order all parties to bear their
8 respective costs and attorneys fees in connection with this
9 appeal.
10 DATED: July , 1992 RUTAN & TUCKER
11
By:
12 WILLIAM W. WYNDER
Attorneys for the CITY OF
13 PALM SPRINGS
14
15 DATED: July 1992 LAW OFFICES OF LYNN D. CRANDALL
16
By:
17 LYNN D. CRANDALL
Attorneys for SAVE THE WELWOOD
18 MURRAY MEMORIAL LIBRARY COMMITTEE,
an unincorporated association.
19
20
21
22
23
24
25
26
27
28
-2-
1 ORDER
2 The Court, having read the foregoing stipulation of the
3 parties, hereby orders as follows:
4 1. That this appeal be, and the same hereby is,
5 dismissed, with prejudice; and
6 2 . That all parties bear their own respective costs
7 and attorneys fees on appeal.
8
9
PRESIDING JUSTICE
10
11
12
13
14 9/268/014084-0007/032
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-3-
MUTUAL GENERAL RELEASE
A. Parties
The parties to this mutual general release (the
"Release") are the CITY OF PALM SPRINGS, a California general
law municipal corporation ("City") and the SAVE THE WELWOOD
MURRAY MEMORIAL LIBRARY COMMITTEE, an unincorporated
association ("Committee") .
B. Definitions.
For purposes of this release:
1. The "lawsuit" means and refers to Save
The Welwood Murray Memorial Library Committee v. City Council
of the City of Palm Springs, Riverside County Superior Court
Case No. I-51176 & Fourth Appellate District Case No. E-
010017.
2 . "Related parties" includes each and all
of a party's past, present and future directors, officers,
agents, employees, representatives, elected or appointed
officials, and attorneys, and all persons acting by, through,
under or in concert with such party or any or all of such
persons.
C. Releases.
1. City.
For a valuable consideration the receipt and
adequacy of which are hereby acknowledged, City, on behalf of
itself, and on behalf of its related parties, does hereby
fully release and forever discharge Committee, and its
related parties, and each of them, of and from any and all
manner of action or actions, cause or causes of action, in
law or in equity, suits, debts, liens, contracts, agreements,
promises, liabilities, claims, demands, damages, losses,
costs or expenses, of any nature whatsoever, known or
unknown, fixed or contingent, which City now has or may
hereafter have against Committee, or its related parties, by
reason of, based upon, or relating to the lawsuit, as well as
any matters, causes or things whatsoever that were or could
have been in any way raised in the respective pleadings in
such action.
2 . Committee.
For a valuable consideration the receipt and
adequacy of which are hereby acknowledged, Committee, on
behalf of itself, and on behalf of its related parties, does
hereby fully release and forever discharge City, and its
related parties, and each of them, of and from any and all
manner of action or actions, cause or causes of action, in
law or in equity, suits, debts, liens, contracts, agreements,
promises, liabilities, claims, demands, damages, losses,
costs or expenses, of any nature whatsoever, known or
unknown, fixed or contingent, which Committee now has or may
hereafter have against City, or its related parties, by
reason of, based upon, or relating to the lawsuit, as well as
any matters, causes or things whatsoever that were or could
have been in any way raised in the respective pleadings in
such action.
-2-
D. Waiver of Unknown Claims.
Each party acknowledges that it has been advised by
legal counsel and is familiar with the provisions of
California Civil Code § 1542, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR. "
Each party, being aware of this section, hereby expressly
waives and relinquishes all rights and benefits it may have
thereunder, as well as any other statutes or common law
principles of similar effect.
E. Warranty Against Prior Assignment.
Each party represents and warrants that it has not
assigned or transferred any interest in any claim which it
may have against the persons which it releases under the
terms of this release, or any of them, and agrees to
indemnify and hold such persons, and each of them, harmless
from any liabilities, claims, demands, damages, costs,
expenses and attorneys' fees incurred by such persons, or any
of them, as a result of any person asserting any such
assignment or transfer, or any rights or claims under any
such assignment or transfer. It is the intention of the
parties that this indemnity does not require a payment as a
condition precedent to recovery hereunder by any indemnified
-3-
person.
F. Construction & Interpretation.
This release .and the rights and obligations of the
parties hereunder shall be governed by, and construed and
interpreted in all respects in accordance with the laws of
the State of California. Without limiting the generality of
the foregoing, the masculine gender includes the feminine and
neuter; the singular number includes the plural and the
plural number includes the singular; and the term "person"
includes a corporation or other entity, as well as a natural
person.
G. Attorneys' Fees.
The undersigned parties each agree that should
legal proceedings be commenced concerning any provision of
this Release or relative to the subject matter hereof, in
addition to any damages which may be claimed, the prevailing
party shall be entitled to, an award of the costs and
attorneys' fees incurred by it in connection with the
prosecution or defense of such action.
H. Effective Date & Reservation.
Notwithstanding any other term of this Release and
irrespective of the date of execution hereof, this Release
shall become effective only upon the execution and
performance of the Settlement Agreement by and between City
and Committee. Moreover, notwithstanding anything herein to
the contrary, this Release shall not be deemed or construed
to waive or affect in any way the duties and obligations of
-4-
City and Committee as set forth in their Settlement
Agreement, nor shall it in any way apply to the duties and
obligation of the parties in and to that certain Lease by and
between City and THE WELWOOD MURRAY MEMORIAL LIBRARY, INC. , a
California nonprofit public benefit corporation, for the
operation of the Welwood Memorial Library, all of which
duties and obligations shall survive the execution and
delivery of this Release.
I. Execution.
Each of the undersigned parties understands and
agrees that the execution of this Release shall not
constitute or be construed as an admission of any liability
to, or of the validity of any claim whatsoever by, the person
which it releases, or any of them.
J. Counterparts.
This Release may be executed in one or more
counterparts, which together shall constitute a single
agreement, and each of which shall be an original for all
purposes.
-5-
This Release is executed by the parties on the
dates and at the places indicated below.
CITY 1SALM SPRING CITY OF PALM SPRINGS
L
By: By: G-:,, r ° u° �7U/�va�z ill"I�z
Title: CSty Manager Title: , q« ] I�l�✓ar�er-, ,
Date: `( yt�� 9�— Date:
ATTEST:.
By:l, � �" n _, Place:
Title: City Clerk
I / SAVE THE WELWOOD MURRAY
Date: ! yLl L MEMORIAL LIBRARY COMMITTEE,
an unincorporated association
Date: f}c,c d ✓ 2
Place: l�,! i 5a` Rj1UCS' L%/¢
APPROVED AS TO FORM:
RUTAN & TUCKER
By: —
WILLIAM l3 . WYNDER
Attorneys fo the City of
Palm Springs
LAW OFF - ES OF NN D. (.RANDALL APPROVM) F�Y T ' C$'-!COUNCIL
BY By: '
L N CRANDALL
Attorneys for The Save The
Welwood Murray Memorial Library
Committee
9/268/014084-0007/033
-6-
LEASE
By and Between
THE C:CTY OF PALM SPRINGS
and
THE WELWOOD MURRAY MEMORIAL LIBRARY, INC.
FOR THE WELWOOD MURRAY MEMORIAL LIBRARY
2/383/014084-0001/167 6/25/92
TABLE OF CONTENTS
Section Page
1.0 LEASE 1
2.0 TERM 1
2.1 Initial Term 1
2.2 Right to Negotiate Expanded 1
2.3 Time 1
2.4 Force Majeure 1
2.5 Termination By Landlord 1
2.6 Holding Over 2
3.0 RENTAL 2
3.1 Rental 2
3.2 Real Es'taEe Takes 2
3.3 Personal Property Taxes 2
3.4 Utilities 2
3.5 Interest 2
3.6 Deposit For Landlord Maintenance 2
4.0 USE OF THE PREMISES 2
4.1 Permitted Use 2
4.2 Prohibited Uses 2
4.3 Compliance With Laws 2
4.4 Signs 3
4.5 Hours of Business 3
4.6 Charitable Leases 3
5.0 ALTERATIONS AND REPAIRS 3
5.1 Alterations and Fixtures 3
5.2 Maintenance and Repair 3
5.3 Free From Liens 4
5.4 Renovation of Demised Premises 4
6.0 INSURANCE AND INDEMNIFICATION 4
6.1 Insurance Provided by Landlord 4
6.2 Insurance Provided by Tenant 4
6.3 Indemnification of Landlord 5
7.0 ABANDONMENT AND SURRENDER 6
7.1 Abandonment 6
7.2 Surrender of Lease 6
8.0 DAMAGE AND DESTRUCTION OF PREMISES 6
9.0 ASSIGNMENT AND SUBLETTING 6
10.0 DEFAULT AND REMEDIES 6
-i-
10.1 Default by Tenant 6
10.2 No Waiver 7
10.3 Landlord' s Default 7
11.0 CONDEMNATION 7
12.0 MISCELLANEOUS 8
12.1 Entry and Inspection 8
12.2 Jurisdiction and Venue 8
12.3 Partial Invalidity 8
12.4 Successors in Interest 8
12.5 No Oral Agreements 8
12.6 Authority 8
12.7 Relationship of Parties 8
12.8 Nondiscrimination 8
12.9 Notices 8
12.10 Waiver 9
Exhibit "A" - Legal Description of the Property
Exhibit "B" - Remodeling Plan
-ii-
L E A S E
r
THIS LEASE ("Lease") is made and entered into this / day of July, 1992, by and between the CITY OF
PALM SPRINGS, a municipal corporation ("Landlord"), and THE WELWOOD MURRAY MEMORIAL LIBRARY, INC., a
California nonprofit public benefit corporation ("Tenant").
A. Landlord owns that certain real property located in the City of Palm Springs, County of
Riverside, State of California, commonly known as the Welwood Murray Memorial Library, 100 S. Palm Canyon
Drive, Palm Springs and more particularly described on Exhibit "A" attached hereto and incorporated herein
by reference ("Demised Premises").
B. The Demised Premises are subject to certain deed restrictions and court orders which provide that
the Demised Premises is only to be operated as a free public library ("Deed Restrictions").
C. Landlord desires to lease the Demised Premises to Tenant for use as a free public library in
compliance with the Deed Restrictions and subject to the terms and conditions of this Lease.
D. Landlord and Tenant acknowledge that nothing contained in this Lease shall cause the Demised
Premises to be deemed to be a part of the City of Palm Springs Palm Springs Public Library System and no
officer of Landlord shall be responsible for the operation of the Demised Premises.
NOW, THEREFORE, the parties hereto agree as follows:
1.0 LEASE.
Landlord hereby leases to Tenant and Tenant leases from Landlord the Demised Premises, together
with the furniture and fixtures located therein on the date this Lease commences, on the terms and
conditions more particularly set forth herein.
2.0 TERM. n
2.1 Initial Term. The initial term of this Lease shall commence on �{,(J _ J , 1992
("Commencement Date") and shall continue for a period of five (5) years, unless earli9r terminated as
provided herein.
2.2 Right to Negotiate Extended Term. Provided Tenant is not then in default under the terms of
this Lease, Tenant shall have the right, from one hundred eighty (180) days prior to the expiration of the
initial term of this Lease until ninety (90) days prior to the expiration of the initial term, to negotiate
with Landlord in an attempt to extend the initial term of this Lease on terms and conditions mutually
agreeable to Landlord and Tenant.
2.3 Time. Time is of the essence of this Lease.
2.4 Force Maieure. If either party hereto shall be delayed or prevented from the performance of
any act required hereunder by reason of acts of God, strikes, lockouts, labor troubles, inability to procure
materials, restrictive governmental laws or regulations or other cause without fault and beyond the control
of the party obligated (financial inability excepted), performance of such act shall be excused for the
period of the delay and the period for the performance of any such act shall be extended for a period
equivalent to the period of such delay, provided such party provides the other party written notice of such
event within ten (10) days of the commencement of the delay; provided, however, nothing in this Section
shall excuse Tenant from the prompt payment of any rental or other charges required of Tenant hereunder
except as may be expressly provided elsewhere in this Lease.
2.5 Termination By Landlord. Landlord shall have the right to terminate this Lease effective on
any anniversary of the Commencement Date, with or without cause, by providing Tenant with at least ninety
(90) days' advance written notice. If Landlord terminates this Lease as provided in this Section, Tenant
hereby waives any right to receive any other compensation from Landlord, including, but not limited to, the
value of Tenant's leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the
taking of property and Landlord shall have no obligation to pay Tenant therefor.
2/383/014084-0001/168 6/25/92
2.6 Holding Over. Any holding over after the expiration of the term of this Lease, with the
consent of Landlord, express or implied, shall be construed to be a tenancy from month to month, cancellable
upon thirty (30) days written notice and upon terms and conditions as existed during the last year of the
term hereof.
3.0 RENTAL.
3.1 Rental. For purposes of this Lease, all monetary obligations of Tenant under this Lease,
including, but not limited to, insurance premiums, property taxes, maintenance expenses, late charges and
utility costs shall be deemed to be rental. Tenant shall not be obligated to pay monthly rent to Landlord,
except as provided in Section 4.6 below.
3.2 Real Property Taxes. Tenant shall pay, at the election of Landlord, either directly to the
taxing authority or to Landlord, annual real estate taxes and assessments levied upon the Demised Premises
(including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in
lieu of, in substitution for, or in addition to, existing real property taxes. Such amount shall be paid on
the date that is twenty (20) days prior to the delinquent date or, if Landlord receives the tax bill, ten
(10) days after receipt of a copy of the tax bill from Landlord, whichever is later.
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 Demised Premises, and when possible Tenant shall cause said fixtures, furnishings,
equipment and other personal property to be assessed and billed separately from the real property of
Landlord.
3.4 Utilities. Tenant shall pay before delinquency all charges for water, gas, heat,
electricity, power, sewer, telephone service, trash removal and all other services and utilities used in,
upon, or about the Demised Premises by Tenant or any of its subtenants during the term of this Lease.
3.5 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 Daid at a rate equal to ten percent (10%) per annum so long
as the rate does not exceed the maximum non-usurious rate permitted by law in which case interest shall be
at the maximum non-usurious rate allowed by law at the time the sum became due.
3.6 Deposit for Landlord Maintenance. During each year this Lease is in effect, Landlord shall
deposit the sum of TWO THOUSAND DOLLARS ($2,000.00) into a fund established by Landlord to pay for the cost
of the maintenance obligations required to be performed by Landlord pursuant to Section 5.2 below. Any of
such funds not expended on or before the termination of this Lease shall revert to and become the sole
property of Landlord.
4.0 USE OF THE PREMISES.
4.1 Permitted s . The Demised Premises shall be used for the purpose of conducting thereon a
free public library under the name of the Welwood Murray Memorial Library and for no other use. Tenant
shall have the right, in its discretion, to operate the Demised Premises as a reference library or as a
lending library. Tenant shall also have the right to conduct exhibitions, literary or artistic displays and
other activities in portions of the Demised Premises so long as said activities directly contribute to the
use and enjoyment of the Demised Premises for library purposes pursuant to the Deed Restrictions. Tenant
shall have the right to charge admission to such exhibitions, displays and other activities, so long as such
charge is not required to be paid for admission to the oemised Premises or to use library materials and so
long as said admission charge does not violate the Deed Restrictions. Tenant shall also provide the reports
required in Section 4.6 below.
4.2 Prohibited Uses. Tenant shall not sell or permit to be kept, used, displayed or sold in or
about the Demised Premises any article which may be prohibited by standard forms of fire insurance policies
or any alcoholic beverages.
4.3 Compliance with Laws. Tenant shall, at his sole cost and expense, comply with all of the
requirements of all municipal, state and federal authorities now in force or which may hereafter be in force
pertaining to the use of the Demised Premises, 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, court orders or other governmental regulations now in farce or which shall hereinafter be in
force. Tenant's violation of law shall constitute an incurable default under this Lease.
-2-
Tenant shall not engage in any activity on or about the Demised Premises that violates any
Environmental Law, and shall promptly, at Tenant's sole cost and expense, take all investigatory and/or
remedial action required or ordered by any governmental agency or Environmental Law for clean-up and removal
of any contamination involving any Hazardous Material created or caused directly or indirectly by Tenant.
The term "Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation
pertaining to health, industrial hygiene or the environmental conditions on, under or about the Demised
Premises. The term "Hazardous Material" includes, without limitation, any material or substance which is
(i) defined or listed as a "hazardous 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 prompt
written notice to Landlord of the existence of Hazardous Substances on the premises and all notices of
violation of the Environmental Laws received by Tenant.
4.4 Sians. Tenant shall not place or permit to be placed any sign that is not in compliance with
the sign ordinance of the Landlord upon the exterior or in the windows of the Demised Premises. Any sign
not constructed in accordance therewith shall be immediately removed by Tenant and, if said sign is not
removed by Tenant within ten (10) days of written notice from Landlord to Tenant, then Landlord may remove
and destroy said sign without Tenant's approval and without any liability to Tenant.
4.5 Hours of Business. Subject to the provisions of Section 8.0 hereof, Tenant shall
continuously during the entire term hereof conduct and carry on Tenant's business in the Demised Premises
and shall keep the Demised Premises open for business a total of twenty (20) hours per week. Said hours of
operation may be revised by a resolution of the City Council and the consent of Tenant.
4.6 Charitable Leases. The provisions of this Section are required by Resolution No. 14527 of
the City Council. Tenant hereby represents and warrants to Landlord that Tenant is exempt from federal
income taxation pursuant to Internal Revenue Code Sections 501(c)(1) and/or 501(c)(3) and that Tenant's use
of the Demised Premises as specified in Section 4.1 is a tax exempt function. Tenant hereby acknowledges
that the rent is below fair market rental rates and that the fair market rental value of the property is
approximately ONE DOLLAR ($1.00) per square foot based upon the restricted use due to the Deed Restrictions.
Within sixty (60) days of the execution of this Lease, Tenant shall provide Landlord with a proposed social
program for which the Tenant intends to use the Demised Premises ("Program") for approval by Landlord. On
each anniversary of the Commencement Date, Tenant shall submit to Landlord a report, in a form and content
satisfactory to Landlord, setting forth Tenant's progress in meeting the provisions of the Program during
that year. If Landlord is not satisfied with the Tenant's performance, Landlord may terminate this Lease
upon thirty (30) days advance written notice to Tenant or charge monthly rent in the amount specified above.
If Landlord elects to terminate this Lease as provided in this Section, Tenant hereby waives any right to
receive any other compensation from Landlord, including, but not limited to, the value of Tenant's leasehold
interest, loss of goodwill, relocation benefits, inverse condemnation, or the taking of property and
Landlord shall have no obligation to pay Tenant therefor.
5.0 ALTERATIONS AND REPAIRS.
5.1 Alterations and Fixtures. Tenant shall not make, or suffer to be made, any alterations to
the Demised Premises, or any part thereof, without the prior written consent of Landlord, and any
alterations to the Demised Premises, except movable furniture and trade fixtures, shall become at once a
part of the realty and shall at the expiration or earlier termination of this Lease belong to Landlord.
Tenant shall not in any event make any changes to the exterior of the Demised Premises. Any such
alterations shall be in conformance with the requirements of all municipal, state, federal, and other
governmental authorities, including requirements pertaining to the health, welfare or safety of employees or
the public and in conformance with reasonable rules and regulations of Landlord. Landlord may require that
any such alterations be removed prior to the expiration of the term hereof. Any removal of alterations or
furniture and trade fixtures shall be at Tenant's expense and accomplished in a good and workmanlike manner.
Any damage occasioned by such removal shall be repaired at Tenant's expense so that the Demised Premises can
be surrendered in a good, clean and sanitary condition as required by Section 5.2 hereof. Any and all
fixtures and appurtenances installed by Tenant shall conform with the requirements of all municipal, state,
federal, and governmental authorities including requirements pertaining to the health, welfare, or safety of
employees or the public.
5.2 Maintenance and Repair. Tenant shall, subject to Landlord's obligations hereinafter
provided, at all times during the term hereof, and at Tenant's sole cost and expense, keep, maintain and
repair the Demised Premises, and other improvements within the Demised Premises in good and sanitary order,
-3-
condition, and repair (except as hereinafter provided). Tenant shall also at its sole cost and expense be
responsible for any alterations or improvements to the Demised Premises necessitated as a result of the
requirement of any municipal, state or federal authority. 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. By entering into the Demised Premises, Tenant shall be deemed to have
accepted the Demised Premises as being in good and sanitary order, condition and repair, and Tenant agrees
on the last day of said term or sooner termination of this Lease to surrender the Demised Premises 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. Tenant shall
periodically sweep and clean the sidewalks adjacent to the Demised Premises, as needed.
Landlord shall maintain in good repair the exterior walls, roof and sidewalks, all heating, air
conditioning, plumbing and electrical systems and any building code violations not caused by Tenant. In
addition, Landlord shall repair any structural or other major damage to the outside patio areas of the
Demised Premises not caused by Tenant. Tenant agrees that it will not, nor will it authorize any person to,
go onto the roof of the building of which the Demised Premises are a part without the prior written consent
of Landlord. Said consent will be given only upon Landlord's satisfaction that any repairs necessitated as
a result of Tenant's action will be made by Tenant at Tenant's expense and will be made in such a manner so
as not to invalidate any guarantee relating to said roof. Landlord shall not be required to make any
repairs to the exterior walls, roof and sidewalks unless and until Tenant has notified Landlord in writing
of the need for such repairs and Landlord shall have had a reasonable period of time thereafter to commence
and complete said repairs.
5.3 Free from Liens. Tenant shall keep the Demised Premises free from any liens arising out of
any work performed, material furnished, or obligation incurred by Tenant or alleged to have been incurred by
Tenant.
5.4 Renovation of Demised Premises. Tenant hereby acknowledges that the Demised Premises is in
need of substantial repair and renovation and that City plans to renovate the Demised Premises pursuant to
the remodeling plan attached hereto as Exhibit "B" and incorporated herein by reference ("Remodeling Plan")
Tenant shall permit Landlord and John Wessman ("Wessman"), the owner of the Plaza de las Flores located
adjacent to the Demised Premises ("Plaza"), and their respective officers, agents and contractors enter upon
the Demised Premises to perform the renovation and repairs described in the Remodeling Plan, without any
rebate of rent and without any liability to Tenant for any loss of occupation or quiet enjoyment of the
Demised Premises thereby occasioned. The City Council shall have the right to revise the Remodeling Plan,
without the consent of Tenant, so long as the revisions are only to the exterior of the Demised Premises and
do not alter the footprint of the building located on the Demised Premises (except to the extent indicated
in the Remodeling Plan). Landlord shall require any general contractor performing such work to provide a
policy of comprehensive general liability insurance as required in Section 6.2(b). If Wessman refuses to
perform such work, then Tenant may perform such work if Landlord and Tenant mutually agree.
In addition, Tenant understands Landlord's desire to have both the Plaza and the Demised Premises
be productive properties contributing to the long-term business plan of the City of Palm Springs. in light
of this fact, Tenant agrees not to interfere with the Plaza becoming a successful enterprise.
Tenant, for itself and to the extent it is the successor of the Save The Welwood Murray Memorial
Library Committee, an unincorporated association ("Committee"), hereby agrees to cease and abandon or cause
to be ceased and abandoned any and all legal challenges it or the Committee has instituted or plans to
institute against the implementation of the Remodeling Plan.
6.0 INSURANCE AND INDEMNIFICATION.
6.1 Insurance Provided by Landlord. Landlord 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 the building containing the Demised Premises, together with such other insurance, coverages and
endorsements as may be required by Landlord's lender, or as Landlord may determine in its sole discretion.
Tenant hereby waives any right of recovery from Landlord, its officers and employees, and Landlord hereby
waives any right of loss or damage (including consequential loss) resulting from any of the perils insured
against as a result of said insurance. Tenant agrees to pay to Landlord its pro rata share of the cost of
said insurance.
-4-
6.2 Insurance Provided by Tenant.
(a) Tenant to Provide Personal Property Insurance. Tenant, at its expense, shall maintain
fire and extended coverage insurance written on a per occurrence basis on its trade fixtures, equipment
and personal property within the Demised Premises from loss or damage to the extent of their full
replacement value and shall provide plate glass coverage.
(b) Tenant to Provide Liability Insurance. During the entire term of this Lease, the Tenant
shall, at the Tenant's sole cost and expense, but for the mutual benefit of Landlord and Tenant,
maintain comprehensive general liability insurance insuring against claims for bodily injury, death or
property damage occurring in, upon or about the Demised Premises and on any sidewalks directly adjacent
to the Demised Premises written on a per occurrence basis in an amount not less than either (i) a
combined single limit of ONE MILLION DOLLARS ($1,000,000.00) for bodily injury, death, and property
damage or (ii) bodily injury limits of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) per person,
FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) per occurrence and FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) products and completed operations and property damage limits of ONE HUNDRED THOUSAND
DOLLARS ($100,000.00) per occurrence and TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) in the
aggregate; provided, however, if Landlord so elects Landlord may provide such insurance and, in such
event, Tenant agrees to pay its pro rata share of the cost of said insurance on the same basis as
provided in Section 6.1 above.
(c) Tenant to Provide Worker's Compensation Insurance. Tenant shall, at the Tenant's sole
cost and expense, maintain a policy of worker's compensation insurance in an amount as will fully
comply with the laws of the State of California and which shall indemnify, insure and provide legal
defense for both the Tenant and the Landlord against any loss, claim or damage arising from any
injuries or occupational diseases occurring to any worker employed by or any persons retained by the
Tenant in the course of conducting Tenant's business in the Demised Premises.
(d) General Provisions Applicable to Tenant's Insurance. All of the policies of insurance
required to be procured by Tenant pursuant to this Section 6.2 shall be primary insurance and shall
name the Landlord, its officers, employees and agents as additional insureds. The insurers shall waive
all rights of contribution they may have against the Landlord, its officers, employees and agents and
their respective insurers. All of said policies of insurance shall provide that said insurance may not
be amended or cancelled without providing thirty (30) days' prior written notice by registered mail to
the Landlord. Prior to the Commencement Date or such earlier date as Tenant takes possession of the
Demised Premises for any purpose; and at least thirty (30) days' prior to the expiration of any
insurance policy, Tenant shall provide Landlord with certificates of insurance or appropriate insurance
binders evidencing the above insurance coverages written by insurance companies acceptable to Landlord,
licensed to do business in the state where the Demised Premises are located and rated A:VII or better
by Best's Insurance Guide. In the event the Risk Manager of Landlord ("Risk Manager") determines that
(i) the Tenant's activities in the Demised Premises creates an increased or decreased risk of loss to
the Landlord, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes
in the industry require different coverages be obtained, Tenant agrees that the minimum limits of any
insurance policy required to be obtained by Tenant may be changed accordingly upon receipt of written
notice from the Risk Manager; provided that Tenant shall have the right to appeal a determination of
increased coverage by the Risk Manager to the City Council of Landlord within ten (10) days of receipt
of notice from the Risk Manager. Landlord and Tenant hereby waive any rights each may have against the
other on account of any loss or damage occasioned by property damage to the Demised Premises, its
contents, or Tenant's trade fixtures, equipment, personal property or inventory arising from any risk
generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious
mischief, theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of
their respective insurance companies insuring such property of either Landlord or Tenant against such
loss, waive any right of subrogation that it may have against the other. The foregoing waivers of
subrogation shall be operative only so long as available in California and provided further that no
policy is invalidated thereby.
6.3 Indemnification of Landlord. Tenant, as a material part of the consideration to be rendered
to Landlord under this Lease, hereby waives all claims against Landlord for damage to equipment or other
personal property, trade fixtures and leasehold improvements in, upon or about the Demised Premises and for
injuries to persons in or about the Demised Premises, from any cause arising at any time. Tenant agrees to
indemnify the Landlord, its officers, agents and employees against, and will hold and save them and each of
them harmless from, any and all actions, suits, claims, damages to persons or property, lasses, costs,
penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be
5-
asserted or claimed by any person, firm or entity arising out of or in connection with the negligent
performance of the work, operations or activities of Tenant, its agents, employees, subcontractors, or
invitees, provided for herein, or arising from the use of the Demised Premises or the parking and common
areas by Tenant or its employees and customers, or arising from the failure of Tenant to keep the Demised
Premises in good condition and repair, as herein provided, or arising from the negligent acts or omissions
of Tenant hereunder, or arising from Tenant's negligent performance of or failure to perform any term,
provision covenant or condition of this Lease, whether or not there is concurrent passive or active
negligence on the part of the Landlord, its officers, agents or employees but excluding such claims or
liabilities arising from the sole negligence or willful misconduct of the Landlord, its officers, agents or
employees, who are directly responsible to the Landlord, and in connection therewith:
(a) Tenant will defend any action or actions filed in connection with any of said claims or
liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in
connection therewith;
(b) Tenant will promptly pay any judgment rendered against the Landlord, its officers,
agents or employees for any such claims or liabilities arising out of or in connection with the
negligent performance of or failure to perform such work, operations or activities of Tenant hereunder;
and Tenant agrees to save and hold the Landlord, its officers, agents, and employees harmless
therefrom;
(c) In the event the Landlord, its officers, agents or employees is made a party to any
action or proceeding filed or prosecuted against Tenant for such damages or other claims arising out of
or in connection with the negligent performance of or failure to perform the work, operation or
activities of Tenant hereunder, Tenant agrees to pay to the Landlord, its officers, agents or
employees, any and all costs and expenses incurred by the Landlord, its officers, agents or employees
in such action or proceeding, including but not limited to, legal costs and attorneys' fees.
7.0 ABANDONMENT AND SURRENDER.
7.1 Abandonment. Tenant shall not vacate or abandon the Demised Premises at any time during the
term of this Lease; and if Tenant shall abandon, vacate or surrender the Demised Premises or be dispossessed
by process of law, or otherwise, any personal property belonging to Tenant and left on the Demised Premises
shall be deemed to be abandoned, at the option of Landlord.
7.2 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.
8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or total destruction of the
Demised Premises during the term of this Lease which requires repairs to the Demised Premises, or (b) the
Demised Premises 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 the Demised
Premises, both Landlord and Tenant shall have the right to terminate this Lease within thirty (30) days of
the occurrence of such event by providing written notice to the other. If neither Landlord nor Tenant
elects to terminate this Lease, Landlord shall make all necessary repairs to the extent insurance proceeds
are available and this Lease shall continue in full force and effect.
9.0 ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease or sublet the Demised Premises, or
any interest therein, without the prior written consent of Landlord, which consent may be withheld in
Landlord's sole and absolute discretion. For purposes of this Lease, an assignment shall be deemed to
include the transfer to any person or group of persons acting in concert of more than fifty percent (50%) of
the present ownership and/or control of Tenant, taking all transfers into account on a cumulative basis.
Any such assignment shall be subject to all of the terms and conditions of this Lease and the proposed
assignee shall assume the obligations of Tenant under this Lease in writing in form satisfactory to
Landlord. Consent by Landlord to one assignment, subletting, occupation or use by another person shall not
be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person.
Any assignment or subletting without the prior written consent of Landlord shall be void, shall constitute a
material breach of this Lease, and shall, at the option of Landlord, terminate this Lease. If Landlord
approves such assignment, Tenant shall pay to Landlord any consideration received by Tenant for such
assignment.
-6-
10.0 DEFAULT AND REMEDIES.
10.1 Default by Tenant. 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
Tenant: (a) the failure to pay any payment required hereunder to or on behalf of Landlord more than three
(3) days after written notice from Landlord to Tenant that Tenant has failed to pay rent when due; (b) the
failure to perform any of Tenant's agreements or obligations hereunder (exclusive of a default in the
payment of money and a default described in Section (c) below) 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; (c) the failure to
operate the Demised Premises as a free public library in violation of the Deed Restrictions, such that the
Demised Premises may be subject to reversion; (d) the vacation or abandonment of the Demised Premises by
Tenant; (e) the making by Tenant of a general assignment for the benefit of creditors; (f) the filing by
Tenant of a voluntary petition in bankruptcy or the adjudication of Tenant as a bankrupt; (g) the
appointment of a receiver to take possession of all or substantially all the assets of Tenant located at the
Demised Premises or of Tenant's leasehold interest in the Demised Premises; (h) the filing by any creditor
of Tenant of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after
filing; or (i) the attachment, execution or other judicial seizure of all or substantially all of the assets
of Tenant or Tenant's leasehold where such an attachment, execution or seizure is not discharged within
sixty (60) days.
In the event of any such default or breach by Tenant, Landlord may at any time thereafter, without
further notice or demand, rectify or cure such default, and any sums expended by Landlord for such purposes
shall be paid by Tenant to Landlord upon demand and as additional rental hereunder. In the event of any
such default or breach by Tenant, Landlord shall have the right (i) to continue the lease in full force and
effect and enforce all of its rights and remedies under this Lease, including the right to recover the
rental as it becomes due under this Lease, or (ii) Landlord shall have the right at any time thereafter to
elect to terminate the Lease and Tenant's right to possession thereunder. Upon such termination, Landlord
shall have the right to recover from Tenant any amounts necessary to compensate the Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom.
Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an abandonment of the
Demised Premises by Tenant, shall not constitute a termination of this Lease, or of Tenant's right of
possession hereunder, unless and until Landlord elects to do so, and until such time Landlord shall have the
right to enforce all of its rights and remedies under this Lease, including the right to recover rent, and
all other payments to be made by Tenant hereunder, as they become due. Failure of Landlord to terminate
this Lease shall not prevent Landlord from later terminating this Lease or constitute a waiver of Landlord's
right to do so.
10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a waiver of any default or a
waiver of any of Landlord's remedies.
10.3 Landlord's Default. Landlord shall not be in default unless Landlord fails to perform
obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after
written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the
Premises whose name and address shall have theretofore been furnished to Tenant in writing, specifying
wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's
obligation is such that more than thirty (30) days are required for performance then Landlord shall not be
deemed in default if Landlord commences performance within a (30) day period and thereafter diligently
prosecutes the same to completion. In no event shall Tenant have the right to terminate this Lease as a
result of Landlord's default and Tenant's remedies shall be limited to damages and/or an injunction.
11.0 CONDEMNATION.
In the event a condemnation or a transfer in lieu thereof results in a taking of any portion of the
Demised Premises, Landlord may, or in the event a condemnation or a transfer in lieu thereof results in a
taking of twenty-five percent (25%) or more of the Demised Premises, Tenant may, upon written notice given
within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. Tenant shall
not be entitled to share in any portion of the award and Tenant hereby expressly waives any right or claim
to any part thereof. Tenant shall, however, have the right to claim and recover, only from the condemning
authority (but not from Landlord), any amounts necessary to reimburse Tenant for the cost of removing stock
and fixtures. If this Lease is not terminated as above provided, Landlord shall use a portion of the
condemnation award to restore the Demised Premises.
12.0 MISCELLANEOUS.
12.1 Entry and Inspection. Tenant shall permit Landlord and his agents to enter into and upon
the Demised Premises at all reasonable times for the purpose of inspecting the same or for the purpose of
maintaining the Demised Premises as required by the terms of this Lease or for the purpose of posting
notices of nonliability for alterations, additions or repairs. Landlord shall be permitted to do any of the
above without any rebate of rent and without any liability to Tenant for any loss of occupation or quiet
enjoyment of the Demised Premises thereby occasioned.
12.2 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.
12.3 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.
12.4 Successors in In r st. 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.
12.5 No Oral Agreements. This (i) Lease covers in full each and every agreement of every kind
or nature whatsoever between the parties hereto concerning this Lease, (ii) supersedes any and all previous
obligations, agreements and understandings, if any, between the parties, oral or written, and (iii) merges
all preliminary negotiations and agreements of whatsoever kind or nature herein. Tenant acknowledges that
no representations or warranties of any kind or nature not specifically set forth herein have been made by
Landlord or its agents or representatives.
12.6 Authority. In the event that Tenant is a corporation or a partnership, each individual
executing this Lease on behalf of said corporation or said partnership, as the case may be, represents and
warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation
or partnership, in accordance with a duly adopted resolution of the Board of Directors, if a corporation, or
in accordance with the Partnership Agreement., if a partnership, and that this Lease is binding upon said
corporation or partnership in accordance with its terms. Tenant represents and warrants to Landlord that
the entering into this Lease does not violate any provisions of any other agreement to which Tenant is
bound.
12.7 Relationship of Parties. The relationship of the parties hereto is that of Landlord and
Tenant, and it is expressly understood and agreed that Landlord does not in any way or for any purpose
become a partner of Tenant in the conduct of Tenant's business or otherwise, or a joint venturer with
Tenant, and that the provisions of this Lease and the agreements relating to rent payable hereunder are
included solely for the purpose of providing a method whereby rental payments are to be measured and
ascertained.
12.8 Nondiscrimination. Tenant herein covenants by and for itself, its heirs, executors,
administrators and assigns and all persons claiming under or through it, and this Lease is made and accepted
upon and subject to the following conditions: That there shall be no discrimination against or segregation
of any person or group of persons on account of race, sex, marital status, color, creed, national origin or
ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Demised
Premises herein leased, nor shall the Tenant itself, or any person claiming under or through it, establish
or permit any such practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the Demised
Premises.
12.9 Noticez. 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
-8-
i •
personally served or forwarded by certified mail, postage prepaid, addressed, if to Landlord, to City of
Palm Springs, P.O. Box 2743, Palm Springs, California, 92263, Attn: City Manager, and if to Tenant, as
specified below Tenant's signature. 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.
12.10 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting
party shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of
any act by the other party requiring the party's consent or approval shall not be deemed to waive or render
unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of
any default must be in writing and shall not, be a waiver of any other default concerning the same or any
other provision of this Lease.
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 OF PALM S GS, a
municipal c poration
Ci-thy Clerk City Manager
"LANDLORD"
REVIEWED AND APPROVED
RUTAN & TUCKER
; fdyr's'✓.�(;� d�
BY: �,<F'E��i�. ' �:7" ICI-"su,r iT d•`i,'.p.�%i��ye
David J. AJhire, Esq.
City Attorney
��,,,THE WELWOOD MURRAY MEMORIAL LIBRARY, INC.,
a\California nonprofit public benefit
corporation
(
Its: �'�c ft.Y? Im ky V", f5
Its: 'y '�df�l�1 /�EfVIP�cfZ
"TENANT"
Address:
-9-
EXHIBIT 0''
�A nF5rRTej1QN Of THE OEMISEO PREMISES
That Certain real property located In the City of Palm Springs, County of Riverside, State of
California, more particularly described as follows:
PARCEL 1
ALL that portion of a certain unnumbered Block
designated as "Mrs .Brooks" on Map of Palm Springs on
file in Book 9 page 432 of Maps, records of San Diego .
County, California, particularly described as follows :-
BEGINNING at the Northwesterly corner of said
Block; thence East along the Northerly line of said
Block, being also the Southerly line of Spring Street
(nova known as Tahquitz Road) , 80 feet; thence South
and parallel with the West line of said Block, 80 feet;
thence West and parallel with the North line of said
Block, 80 feet to a point on the West line of said
Block, being also the East line of Main Avenue (nova
known as Palm Canyon Drive) ; thence North along the
Vilest line of said Block, 80 feet to the point of begin-
ning;
PARCEL 2
All that portion of a certain unnumbered Block, designated as "Y&S.
BROOKS" on map of PALLS SPRINGS, on file in Book 9, page 432 of Maps ,
records of San Die§o County, California, particularly described a
follows :
Beginning at a point on the Northerly line of said Block, 80 feot
Easterly from the Northwest corner, thereof; thence South and parallel
with the test line of said Block 80 feet; thence East and parallel with
the North line of said Block, 20 feet; thence North and parallel with
the, West line of said Block, SO feet to a point on the North line there-
of;' thince ';Pest along the North line of said Block, 20 feet to the point
of beCinning.
FXH RSA" Pt��E I � Z
TO LEASE
-----.....,.--rr -T.,..,., — __.... _..- _ .. . ....... .... ..... ..
r4
I �
16 17 19 19 /O 90
I �� yry
IO 40 m. �✓ j✓,! IX
f - O,✓�^ 9/ / / SJ 2J
uo
1:9) ,.4r i
R V YY
rR I o//�a�
B cep
O./SAc f/2 /s•
13 l4�
/44
27 '
/O /6 (MRS.@ROOKS) e
0,46dc f/3r' r, f
_ e
22
� 1
24
25 �' *� Q
27 O
5 a —
/tb. 14C,S
A ..
of PALM CITY OF PALM SPRINGS
p
0 .REAL PROPERTY DIVISION
DATE:
•�'�4fonN�
DESIGN BY: SCALE: FILE NO.
R—
CHECKED BY: APPROVED BY: SHEET NO.
Section /$' T¢.S. R.4.E. S.B.B.8 M. OF
777,74•. PA46 a
r l.FAsr'
IIIIIIIIIIIIIIII/IIIt11111Itllllllll.u.•:.�••♦•♦�Iltlllllllll�•i?•i►•♦� �= o � ® ��i
.�=•+rrrrvv rq-.-:••rrrrr•♦♦�•" '•♦♦�♦•i♦ •i❖i=_ram.•♦♦♦•a♦�•i�..��_�•♦•�iiiii♦i♦i�i•�•���•=iii�i♦•♦i=♦♦♦
♦♦♦ •?♦♦Wnulnuu='00�00•i•�ut111unllr_.♦♦-♦• Ji�?•i!= ^
' -•�♦♦♦-::. 911P 9111t111111111111� . �111111_iA.
'►�•:-i-♦�♦�i= -
mnnnnnn�Imtutm,y1�1u�1unnmuummnnml�umnlluumnmmwri =0 '♦Z♦_uun.:
rO . =�1 = ♦• _► a♦aft' 7":-- �- =yda•�.•aa•.v� _?•♦J♦%•i-iuun.
� ��•--.♦E� \F • llmuinnllmml�t�.��u1 -.Ni J-i~r •vwa�s iJ > �♦�O♦!=
...�.._ -mil Q�=sWMIN .•..... ..❖.•,•.
flllllllllllllls� -• J:; (•i;� _• •• ••rr L • r•<•'• @ .,�
_ r �_♦ �' •''-'�i••:�_-r•ENS
PMM .:❖•iJs=� ❖wice _�•:-♦-�•�:,•i=
nnuum�nnuuumunnnnnlcs:r'.o.a•:f •••••' =A•'�•J• o m
;11111!!^?r♦J� 4 �• •r rr.-rr rr.--rrrr.• r Ili •i:::::
�.�J• -��� � ♦♦ _ � •♦♦♦♦. =IIIIIIIIIIt11111=
nllli:r��it��//�% •.G- �_i�JJ.• �� �.�i•J♦•♦•..[ WWA Aa♦•♦♦•♦♦•i=
WWII-
_.♦♦♦ �/� �-'. /%.In111111t11tInR.��( �r \ .,L•♦•♦O•••i ' =�QJ-♦J-♦iJi- o � -
=.!ra♦r!♦♦♦- O A�`��,:�•♦�•,C-s, �"'W Ill � _♦�♦♦-
411NPd1111■ NA "IP4r:.I1lItm=■�af� O _•i7!•�=I_ '— - --- --- _•••♦--none•
"w•?•+•Vol
•JJ�•ii•OiiDtiri•Oi•J•� ♦ :i ii
♦♦ .♦♦♦•_
Ilk
1b Pkil,
ice♦ �♦.♦ ?.
rnlll
QM
Pqrm
him
/�_�I1�I�IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIt111111111111n1I11IIlllllllllllllllltll if I[fill 11111..,••♦•♦•♦♦•♦"♦♦•♦♦•• • W WN•i-♦••• •9-= Q_rrr . ... r_r___r .. rrrrr_v_rr�rr.•..rrr• ♦♦♦♦♦♦ ,y����♦_nuunnut,-�.♦•♦♦•♦.w♦!�J� ♦♦! ♦ �. �•i-•!i--Y•�♦�iiO•Oio•♦♦♦!�♦•♦•�••••�♦•.♦♦••••p••♦•♦••♦♦♦♦♦♦y♦ ♦♦♦ ♦•�_ -
•♦♦•♦•♦♦ ♦= 3 ♦♦�►♦�.�i•♦♦♦?♦♦♦♦♦♦0=.♦♦�:•>♦•i•Oiii=•:Piiiiiii-i?? • • •i- Q
♦•�•�•i-�-�'iirii•�-+ii= - �j-i=� ��- ♦-:-i!= :•:-:-:-:❖:•_:❖:-:❖:❖:•_ ='�-:•:-:-:❖:❖:❖♦-:•:�:•i%'��� --
•:!:!:!:!i�i!:!:!w•:!:!i!= ra •- w-w ♦A!♦!=�i•..�a•••,wwrab!e•:!:!:!i= �!:�:!:!:!:!:!i=!:!:!:!:!:�:!:!i_ �:!:!:!:!:!:!:!�•:!:w-i•�JQ��� O - Q -�-•• -
IIIillllll'.1IIIIIIIIItltlli121ti' .:•JIIIIIIIIIIu111111111111t11111t1111111111111111110111111�.�..................f1111I11111Illllllllllllllllfl111711f- _.IIIIIIIIII1t111111111111111t���
0