HomeMy WebLinkAbout02528 - BA PROPERTIES AIRPORT LEASE ASSIGN ABBEY DOC#2017-0420951
10/11/2017 08:00 AM Fees: $66.00
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Recorded in Official Records
County of Riverside
Peter Aldana
Assessor-County Clerk-Recorder
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Attention:Jason Kaplan
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GROUND LESSOR'S CONSENT,NON-DISTURBANCE AND
ATTORNMENT,RECOGNITION AND ESTOPPEL AGREEMENT
This GROUND LESSOR'S CONSENT, NON-DISTURBANCE AND ATTORNMENT,
RECOGNITION AND ESTOPPEL AGREEMENT(this"A_greement")is dated as of October 5,2017,by
and among CITY OF PALM SPRINGS, a municipal corporation ("Lessor ), CMK CIELO, LLC, a
Delaware limited liability company ("Lessee's, and CAPITAL ONE, NATIONAL ASSOCIATION, a
national banking association ("Agent'), as agent for itself and each of the lenders (each a "Lender" and
collectively "Lenders") under the Loan Agreement by and between Agent, Lenders and Lessee as
"Borrower"dated as of October 5, 2017 ("Loan Agreement'), with reference to the following facts and
circumstances:
A. Lessor and Lessee are parties to: (i)that certain Indenture of Lease Agreement No. 2528
dated as of May 1, 1988, as amended by that certain First Amendment to Lease Agreement#2528 dated
as of April 28, 1993, that certain Second Amendment to Lease Agreement#2528 dated as October 21,
1993, that certain Third Amendment to Lease Agreement #2528 dated as of December 15, 1993, that
certain Fourth Amendment to Lease Agreement No. 2528 dated as of October 25, 2000, that certain
Agreement and Estoppel of Ground Lessor for Lease No. 2528 dated as of January 7, 2002, that certain
Amendment and Ground Lessor's Consent, Non-Disturbance and Attornment, Recognition and Estoppel
Agreement dated as of July 25,2014,and recorded July 29,2014,in the real property records of Riverside
County, California, as Instrument No. 20140283309, and that certain Assignment and Assumption of
Lease Agreement No. 2528 and Consent to Assignment dated as of July 25, 2014 (collectively, "Lease
2528"); (ii)that certain Indenture of Lease Agreement No. 2529 dated as of May 1, 1988, as amended by
that certain First Amendment to Lease Agreement#2529 dated as of April 28, 1993, that certain Second
Amendment to Lease Agreement #2529 dated as October 21, 1993, that certain Third Amendment to
Lease Agreement #2529 dated as of December 15, 1993, that certain Fourth Amendment to Lease
Agreement No. 2529 dated as of October 25, 2000, that certain Agreement and Estoppel of Ground
Lessor for Lease No. 2529 dated as of January 7, 2002, that certain Amendment and Ground Lessor's
Consent, Non-Disturbance and Attotnment, Recognition and Estoppel Agreement dated as of July 25,
2014, and recorded July 29, 2014, in the real property records of Riverside County, California, as
Instrument No. 20140283309, and that certain Assignment and Assumption of Lease Agreement No.
2529 and Consent to Assignment dated as of July 25, 2014 (collectively, "Lease 2529' ; and (iii) that
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certain Indenture of Lease Agreement No. 2636 dated as of November 3, 1988, as amended by that
certain Amendment No. 1 to Indenture of Lease Agreement No. 2528 dated as of January 2, 1991, that
certain Second Amendment to Lease Agreement #2636 dated as October 21, 1993, that certain Third
Amendment to Lease Agreement#2636 dated as of December 15, 1993, that certain Fourth Amendment
to Lease Agreement No. 2636 dated as of October 25, 2000, and that certain Agreement and Estoppel of
Ground Lessor for Lease No. 2636 dated as of January 7, 2002, that certain Amendment and Ground
Lessor's Consent, Non-Disturbance and Attornment, Recognition and Estoppel Agreement dated as of
July 25, 2014,and recorded July 29,2014,in the real property records of Riverside County, California,as
Instrument No. 20140283309, and that certain Assignment and Assumption of Lease Agreement No.
2636 and Consent to Assignment dated as of July 25, 2014 (collectively, "Lease 2636 ) (Lease 2528,
Lease 2529 and. Lease 2636, each as amended and as may be hereafter amended from time to time,
individually, each a"Current Ground Lease"and collectively,the"Current Ground Leases"),pursuant to
which Lessor has leased to Lessee, and Lessee has leased from Lessor, certain real property in the City of
Palm Springs, Riverside County, California, as more particularly described on Exhibit A attached hereto
(the"Prooerty"). Lessor and Lessee desire to amend the Current Ground Leases as more particularly set
forth herein.
B. Pursuant to that certain Leasehold Deed of Trust, Assignment of Leases and Rents,
Security Agreement and Fixture Filing dated as of October 5, 2017 (the "Deed of Trust'), made by
Lessee, as trustor, to First American Title Insurance Company, as trustee, for the benefit of Agent in its
capacity as Agent for the Lenders, as beneficiary, Lessee is granting a lien to Agent, for the benefit of
Lenders, on all of Lessee's right, title and interest in the Property and the Current Ground Leases (the
"Tenant's Estate"). It is the intent of Lessor and Lessee by way of this Agreement to provide certain
rights to Agent (and any successor-in-interest to Agent, whether by designation, assignment, refinancing
or otherwise) and Lenders with respect to the Current Ground Leases that they might not otherwise have
as the holder of an encumbrance on the Property ("Encumbrance Holder"). Accordingly,this Agreement
shall be interpreted as providing additional protections for the benefit of Agent, Lenders and their
permitted assigns and the other parties hereto,Agent confirms and agrees that the Deed of Trust will not
encumber or create a lien on the fee interest of Lessor in the Property or on any interest of Lessor as
"Lessor"under the Current Ground Leases.
C. In this Agreement, (1)the term"Tenant"shall mean and be deemed to refer to the holder
of Tenant's Estate during any time that any obligation of Lessee to Agent and/or Lenders which is
secured by the Deed of Trust remains unsatisfied, (ii)the term"Transfer of the Property' shall mean any
transfer of Tenant's interest in the Property, including, but not limited to Tenant's right,title and interest
under the Current Ground Leases, by foreclosure, trustee's sale or other action or proceeding for the
enforcement of the Leasehold Mortgage(as hereinafter defined) or by deed or assignment in lieu thereof,
and(iii)the term "Purchaser", shall mean any transferee, including Leasehold Mortgagee (as hereinafter
defined), of the interest of Tenant as a result of any such Transfer of the Property and also includes any
and all successors and assigns, including Agent or Lenders, of such transferee, (iv) the term "Leasehold
Mortgagee" shall mean Agent and Lenders, collectively, and any successor-in-interest to Agent or
Lenders, whether by designation, assignment, refinancing or otherwise, and (v) the term "Leasehold
Mortgage"shall mean the Deed of Trust and any corresponding successor thereto.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged,the parties hereto hereby agree as follows:
1. Lessor's Consent to Leasehold Mortgage.Lessor hereby consents to the lien of the Deed of Trust
upon Lessee's interest under the Current Ground Leases, Agent confirms and agrees that the Deed of
Trust will not encumber or create a lien on the fee interest of Lessor in the Property or on any interest of
Lessor as "Lessor" under the Current Ground Leases. Lessor hereby consents to the assignment of the
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Lessees leasehold interest under the Current Ground Leases pursuant to the terns of the Deed of Trust.
Lessor acknowledges and agrees that any limitations set forth in the Current Ground Leases regarding the
Transfer of the Property or the sale or transfer of Lessee's interest thereunder shall be inapplicable to any
sale of Lessee's interest under the Current Ground Leases which may be effected in connection with any
judicial or non judicial foreclosure of the Deed of Trust. The Current Ground Leases may be assigned
without Lessor's further consent to Agent, any Lender or to any other person or entity, pursuant to a
foreclosure of,or trustee's sale under the Deed of Trust, or pursuant to an assignment of Lessee's interest
in Current Ground Leases in lieu of foreclosure.
2. Request for Notices. Agent shall be deemed to have requested notice under the Current Ground
Leases for all notices that are either required to be given under the terms of the Current Ground Leases or
which are specifically authorized to be given under Current Ground Leases in order for a party to pursue
its rights. This includes,without limitation,any notice of default,notice to terminate and any other notice
under the Current Ground Leases which is required to implement any term of the Current Ground Leases
or to make any election provided in the Current Ground Leases. Lessor and Lessee shall deliver or mail in
the United States mail, postage prepaid, to Agent a duplicate and concurrent copy of any such notice.
Agent shall not be required to make any further request for notice.
3. Non-Disturbance. Lessor agrees that the enforcement of the Deed of Trust shall not terminate the
Current Ground Leases or disturb any Purchaser, including Agent or any Lender if it should be the
Purchaser, in obtaining the right of; and continuing as, lessee (as successor-in-interest to Lessee) in the
possession and use of the Property,unless,after such foreclosure,such Purchaser fails to cure any default
under the Current Ground Leases susceptible to cure by such Purchaser, in accordance with the terms of
this Agreement.This non-disturbance applies to any option to extend or renew the Current Ground Leases
term which is set forth in the Current Ground Leases as of the date of this Agreement, or which is later
entered into between Lessor and Lessee with the consent of Agent.This non-disturbance shall be effective
and self-operative without the execution of any further instruments upon Purchaser's succeeding to the
interest of the lessee under the Current Ground Leases. Upon completion of any foreclosure or trustee's
sale proceedings by Agent or Lenders under the Deed of Trust (or completion of an assignment of the
Current Ground Leases in lieu of foreclosure), Lessor will recognize Agent, Lenders, or any successor
thereby to Lessee's interest in the Current Ground Leases, as the lessee under the terms of the Current
Ground Leases for all purposes thereunder and for the remaining term thereof.
4. Attomment. Subject to Section 3 above, if any Transfer of the Property should occur, any
Purchaser,including Agent or Lenders,if either should be the Purchaser, shall, and hereby does, attorn to
Lessor, as the landlord under the Current Ground Leases, and Purchaser shall be bound to Lessor under
all of the terms, covenants and conditions of the Current Ground Leases for the balance of the Current
Ground Leases' respective terms and any extensions or renewals of it which may then or later be in effect
under any validly exercised extension or renewal option contained in the Current Ground Leases,all with
the same force and effect as if Purchaser had been the original lessee under the Current Ground Leases.
5. Limitation on Agent's Performance; Agent's Rights Prior to Foreclosure. Nothing in this
Agreement shall be deemed to construed to be an agreement by Agent or Lenders to perform any
covenant of Lessee as lessee under the Current Ground Leases, unless and until Agent or Lenders become
a Purchaser and succeeds to the rights and obligations of lessee under the Current Ground Leases Lessor
agrees that, if Agent or Lenders become a Purchaser, then, upon subsequent transfer of the Property by
Agent or Lenders to a new owner, Agent or Lenders shall have no further liability under the Current
Ground Leases after said transfer.Agent or Lenders may,but shall not be required to,pay any of the rent
due under the Current Ground Leases, procure and maintain any insurance, pay any taxes or other
impositions,make any repairs or improvements,make any election(such as an election to extend the term
or coverage of the Current Ground Leases, if that were provided in the Current Ground Leases), and do
RECOGNITION AGREEMENT-Page 3
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any other act required of Lessee by the terms of the Current Ground Leases in order to cure a default of
Lessee,prevent a forfeiture of the Current Ground Leases, or otherwise protect its interest in the Tenant's
Estate.Any such payment or act by Agent or Lenders shall be as effective hereunder as if done by Lessee,
and may be done by Agent or Lenders without assuming the obligations of Lessee under the Current
Ground Leases and without causing a default under the Current Ground Leases, and Lessor shall accept
such payment or act by or at the instance of Agent or Lenders as if the same had been made by Lessee.In
this regard,Agent or Lenders,pursuant to the terms of the Deed of Trust and for purposes of protecting its
interest in the Tenant's Estate,may seek a court-appointed receiver to enter into possession and contra' of
the Property.
6. Limitation of Agents Obligations. Agent or Lenders, if they become the Purchaser or if they take
possession under the Deed of Trust, or any other Purchaser, shall not (a) be liable for any damages or
other relief attributable to any act or omission of any prior lessees under the Current Ground Leases,
including Lessee (excepting the cure of existing defaults under the Current Ground Leases to the extent
that such Purchaser has knowledge of such defaults and such defaults are susceptible to cure); or (b) be
bound by any modification or amendment of or to the Current Ground Leases unless the amendment or
modification shall have been approved in writing by Agent.
7. Mortgagee Protection Provisions. Agent or Lenders shall be deemed to be a third party
beneficiary of the Current Ground Leases with respect to any and all provisions of the Current Ground
Leases, if any, which benefit a lender ("Mortgagee Protection Provisions"). This section is intended to
supplement and not to limit any Mortgagee Protection Provisions in the Current Ground Leases.
Notwithstanding anything to the contrary in the Current Ground Leases, Lessor may terminate the Current
Ground Leases because of a default thereunder (where termination is an available remedy under the
Current Ground Leases) only after Lessor, in accordance with the Current Ground Leases and this
Agreement, has delivered or mailed notice of such termination to Agent at the address set forth herein,
specifying such default, and Agent and Lenders shall have the cure rights provided in the Mortgagee
Protection Provisions of the Current Ground Leases.
8. No Amendments.
(a) So long as the Deed of Trust is in effect, then except with respect to termination of the
Current Ground Leases as a result of a default as permitted herein,the Current Ground Leases will not be
voluntarily canceled, surrendered, terminated, amended, modified or in any manner altered, or any
provisions thereof waived or deferred by Lessee, without the prior written consent of Agent, which
consent shall not be unreasonably withheld,conditioned or delayed.
(b) Lessor and Lessee covenant and agree to cooperate in executing such additional
documents as may reasonably be requested by Agent as are reasonably necessary and are for the purpose
of implementing the Current Ground Leases and this Agreement, including, without limitation, the
Mortgagee Protection Provisions contained in the Current Ground Leases or herein and allowing Agent
reasonable means to protect or preserve the lien of the Deed of Trust on the occurrence of a default by
Lessee hereunder.
9. No Merger. So long as the Deed of Trust is in effect,Tenant's Estate will not merge with Lessor's
fee estate in the Property by reason of the fact that (a) Tenant's Estate is acquired by Lessor, or (b)
Lessor's fee estate is acquired by Lessee, and no merger shall otherwise operate to defeat any lien held by
Agent or Lenders. While the Deed of Trust is in effect, Lessor shall not transfer its fee interest in the
Property unless such transfer is made subject to the Current Ground Leases and this Agreement.
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10. Sublease. Lessor hereby consents to Lessee's grant to Agent and Lenders of a security interest in
the personal property owned by Lessee and located at the Property and a collateral assignment of
subleases by Lessee of all or any portion of the Property and the rents,issues and profits therefrom,if any.
Lessor agrees that any interest Lessor may have in such personal property or subleases, as the case may
be, whether granted pursuant to the Current Ground Leases or by statute, shall be subordinate to the
interest of Agent and Lenders under the Deed of Trust.For so long as the Current Ground Leases or any
new lease shall be in effect, Lessor shall not disturb the possession, interest or quiet enjoyment of any
subtenant.
11. Insurance Proceeds; Condemnation Awards. Notwithstanding anything to the contrary in the
Current Ground Leases, in the event of any damage to or destruction of the Property or any portion
thereof or interest therein, upon the request of Agent, the proceeds of Lessee's insurance shall be
deposited with Agent and shall be applied in accordance with the applicable provisions of the Deed of
Trust, It is understood and acknowledged that the failure to apply the insurance proceeds to repair and
reconstruction of the Property shall not limit, restrict or in any way waive Lessee's obligation to repair
and reconstruct the Property following an event of damage and destruction as more specifically provided
in the Current Ground Leases. Lessor acknowledges that Lessee's interest in its portion of any
condemnation proceeds to which it is entitled under the Current Ground Leases shall be applied in
accordance with the applicable provisions of the Deed of Trust and the Loan Documents (as defined in
the Deed of Trust). Nothing herein shall be construed to effect, in any way, any separate insurance or
condemnation proceeds payable to Lessor based upon Lessor's fee interest in the Property, or otherwise
separate insurance or condemnation proceeds from those proceeds attributable to Lessee's leasehold
estate in the Property and interest in the improvements located thereon.
12. Recourse Against Agent. Lessor's recourse against Agent or Lenders shall be expressly limited to
Agent's or Lender's interest in the Current Ground Leases.
13. Ground Lessor's Estoppel Certificate.
(a) True and Complete Lease. Lessor represents and warrants to Agent, Lenders and Lessee
that Recital A above accurately identifies the Current Ground Leases and all amendments, supplements,
side letters and other agreements and memoranda pertaining to the Current Ground Leases, the leasehold
estate and/or the Property.
(b) No Default. As of the date of this Agreement, Lessor represents and warrants that,to the
best of Lessor's knowledge, there exist no events of default or events that, with notice or the passage of
time or both,would be events of default under the Current Ground Leases on the part of Lessor or Lessee.
Lessor represents and wan-ants that the Current Ground Leases are in full force and effect as of the date of
this Agreement.
(c) No Other Leases. To the best of Lessor's knowledge and belief, as of the date of this
Agreement, there are no leases, options or other agreements regarding transfer of any interest in, or
otherwise materially affecting the Property other than the Current Ground Leases.
(d) Desert Oasis Leases. Lessor has approved (i) that certain lease agreement dated March
15, 2010 entered into by Desert Medical Group, Inc., a California corporation, as tenant, for certain
premises located at 265 N. El Cielo Road, Palm Springs, California; and(ii)that certain lease agreement
dated March 13, 1989(as amended)entered into by Desert Medical Group, Inc.,a California corporation,
as tenant,for certain premises located at 255 and 275 N.El Cielo Road,Palm Springs,California.
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(e) No Advance Payments. No rent or other sums payable under the Current Ground Leases
have been paid more than thirty(30)days in advance.
(f) No Prior Assignments. Lessor has not received notice of any prior assignment,
hypothecation or pledge of Lessee's interest in the Current Ground Leases.
(g) No Pending Litig—ation/Violations. Lessor has not received notice of any litigation
pending,proposed or threatened against or in connection with the Property or the Current Ground Leases.
Lessor has not sent or, to the best of Lessor's knowledge and belief, received any written notice that the.
Property, or any part thereof,is in violation of any laws,ordinances or regulations which could materially
affect any of Lessee's rights or materially increase any of Lessee's obligations under the Current Ground
Leases.
(h) Hazardous Substances. Except for such legal and commercially reasonable use by Lessor,
Lessee and any subtenant,Lessor has no actual knowledge that any Hazardous Substance is present or has
been used, generated, released, discharged, stored or disposed of by any party on, under, in or about the
Property. As used herein, "Hazardous Substance" means any substance, material or waste (including
petroleum and petroleum products), which is designated, classified or regulated as being "toxic" or
"hazardous" or a"pollutant" or which is similarly designated, classified or regulated under any federal,
state or local law,regulation or ordinance.
(i) Options to Extend. Except as specified in the Current Ground Leases,Lessee has no other
option to extend or renew the term of the Current Ground Leases.
0) Rent.The current monthly base rents currently payable under the Current Ground Leases
for 2017 are as follows: (i) Lease 2528 - $8,092.00; (ii) Lease 2529 - $8,092.00; and (iii) Lease 2636 -
$8,092.00. There has been no percentage rent paid or payable under the Current Ground Leases for 2015
and 2016. As of the date of hereof, all other sums due and payable by Lessee under the Current Ground
Leases have been paid.
(k) Purchase Option. Lessor has no purchase options under the Current Ground Leases.
(1) Expiration Date. The expiration dates for each Current Ground Lease is October 31,
2037, and each Current Ground Lease has four extension options, the first extension option being for ten
(10)years, the second extension option being for eight (8) years,the third extension option being for ten
(10)years and the fourth extension option being for ten(10)years.
(m) Construction.The construction of the buildings and related improvements on the Property
as required by the terms and provisions of the Current Ground Lease has been completed to the
satisfaction of Lessor.
14. Conflicts; Successors and Assigns. In the event of any conflict or inconsistency between
the provisions of the Current Ground Leases and the provisions of this Agreement,the provisions
of this Agreement shall control. This Agreement (including but not limited to the estoppel
provisions in Section 13 above) shall be binding upon and shall inure to the benefit of the parties
hereto and their respective beneficiaries, successors and assigns.
15. Authorization. Lessor and Lessee represent that Lessor and Lessee each have the necessary power
and authority to execute this Agreement and each have obtained all of the consents or approvals of all
parties necessary to effectuate the terms of this Agreement.
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M. Termination of Agreement. This Agreement shall terminate when the obligations secured by the
current Leasehold Mortgage have been paid in full; it being understood and agreed that this Agreement
shall survive any transfer or assignment of Tenant's interest in the Current Ground Leases.
17. Address of Agent.
Capital One,National Association
77 West Wacker Drive, IOth Floor
Chicago,Illinois 60601
Attention:Daniel Eppley, Senior Director
Facsimile: (855)544-4044
Reference:MB CBRE-Desert Oasis
With a copy to:
Capital One,National Association
77 West Wacker Drive, 1 Oth Floor
Chicago,Illinois 60601
Attention:Jeffrey M. Muchmore,Credit Executive
Facsimile: (855)332-1699
Reference:MB CBRE-Desert Oasis
With a copy to:
Capital One,National Association
5804 Trailridge Drive
Austin,Texas 78731
Attn: Diana Pennington, Senior Director,Associate General Counsel
Facsimile: (855)438-1132
Reference:MB CBRE-Desert Oasis
18. Inte argr tion. This Agreement integrates all of the terms and conditions of the parties' agreement
regarding Lessor's consent to the Deed of Trust, attornment, nondisturbance, and the other matters
contained herein. This Agreement supersedes and cancels all oral negotiations and prior and other
writings with respect to such attornment, non-disturbance and other matters contained herein. This
Agreement may not be modified or amended except by a written agreement signed by the parties or their
respective successors-in interest.
19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original,but all of which together constitutes one and the same instrument.
[Signatures appear on following page.]
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IN WITNESS WHEREOF,this Agreement has been executed by the parties hereto as of the date
first set forth above.
LESSOR:
CITY OF PALM SPRINGS, APPROVED AS TO FORM
: al corporaticp
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Name:
Title: Gm Date: /
AST' APPROVED BY CITY COUNCIL
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APPROVED BY CRY COUNCIL
City Clerk
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NOTARY ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy,or validity of
that document.
State of California )
County of )
On before me, Notary Public,
personally appeared who proved to me on the basis of satisfactory evidence
to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature (Seal)
Signature of Notary Public
NOTARY SEAL
RECOGNITION AGREEMENT—Signature Page
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ACKNOWLEDGMENT OF INSTRUMENT
(Cal. Civil Code Section 1181)
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California )
County of Riverside ) ss.
City of Palm Springs )
On September 28, 2017, before me, KATHLEEN D. HART, INTERIM CITY CLERK, CITY OF
PALM SPRINGS, CALIFORNIA, personally appeared DAVID H. READY, who I personally know is
the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his official and authorized capacity
on behalf of the City of Palm Springs, a California Charter City.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
Witness my hand and the official seal of the City of Palm Springs, California, this 28`h day of
September, 2017.
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KATHLEEN D. HART, MMC
Interim City Clerk
Title or Type of Document
Ground Lessor's Consent, Non-Disturbance and Attornment, Recognition and Estoppel
Agreement
TENANT:
CMK CIELO,LLC,a Delaware limited liability
company
By:
Name:Gregg Gres
Title: Duly Autho ' d Signatory
STATE OF ILLINOIS )
ss.
COUNTY OF_��_)
This instrument was acknowledged before me on September 2017,by Gregg Graines as Duly
Authorized Signatory of CMK CIELO,LLC,a Delaware limited liability company.
IN WITNESS WHEREOF,I have hereunto set my hand and affixed my official seal,the day and
year last above written.
Notary Pui� ""lic in and for`Said'County and State
W lcl c (,« �Y1 LX t1Vl
(Type,print or stamp the Notary's name below
his or her signature)
My Commission Expires:
MICHELLE ROBERTSON
tG OFFICIAL SEAL
Notary Public.State of Illinois
My Commission Expires
November 03,2019
RECOGNITION AGREEMENT—Signature Page
Desert Oasis
APPROVED BY AGENT:
CAPITAL ONE,NATIONAL ASSOCIATION,a
national banking association
ByEP, D 1
e:Carleen Malfettone � V
Title: Duly Authorized Signatory
STATE OF ILLINOIS )
ss.
COUNTY OF COOK ) Q
This instrument was acknowledged before me on September 1, 2017, by Carleen Malfettone as
Duly Authorized Signatory of Capital One,National Association,a national banking association.
1N WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,the day and
year last above written.
�] r ---1,�y � C \ r�
M
tear Public in and for aid County and State
1er-e3o.
(Type,print or stamp the Notary's name below
his or her signature)
My Commission Expires:
— ( 6 TERESA C MARTIN
Official"it
Notary Public-$tata of IYinoia
My CmnmlaaW Eapi►a May 1 t,2020
RECOGNITION AGREEMENT—Signature Page
Desert Oasis
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Real property in the City of Palm Springs,County of Riverside, State of California,described as follows:
PARCEL ONE:
LOT 1 OF TRACT NO. 14573,IN THE CITY OF PALM SPRINGS,COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA,AS SHOWN BY MAP ON FILE IN BOOK 109,PAGES 97 AND 98 OF
MAPS,RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
EXCEPT THEREFROM ALL URANIUM,THORIUM AND ALL OTHER MATERIALS
DETERMINED PURSUANT TO SECTION 5(B)(1)OF THE ATOMIC ENERGY ACT OF 1940(60
STAT.761)TO BE PECULIARLY ESSENTIAL TO THE PRODUCTION OF FISSIONABLE
MATERIAL, AS RESERVED BY THE UNITED STATES OF AMERICA IN DEED RECORDED
NOVEMBER 28, 1949 IN BOOK 1127,PAGE 236 OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.
POSSESSORY INTEREST NO.: 009-606-988-8;FEE APN: 502-I50-010-2
PARCEL TWO:
A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, FOR VEHICULAR
INGRESS AND EGRESS,AND FOR THE RIGHT TO USE DESIGNATED WALKWAYS,
DRIVEWAYS AND PARKING AREAS,AS SUCH IMPROVEMENTS EXIST FROM TIME TO
TIME,IN LOTS 2 AND 3 OF TRACT NO. 14573,AS SHOWN BY MAP ON FILE IN BOOK 109,
PAGES 97 AND 98 OF TRACT MAPS,RECORDS OF RIVERSIDE COUNTY,CALIFORNIA, SUCH
EASEMENT TO EXTEND TO LESSEE,ITS SUCCESSORS AND ASSIGNS,LESSEE'S
SUBTENANTS,THEIR LICENSEES AND BUSINESS INVITEES.
PARCEL THREE:
LOT 2 OF TRACT NO. 14573,IN THE CITY OF PALM SPRINGS,COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA,AS SHOWN BY MAP ON FILE IN BOOK 109,PAGES 97 AND 98 OF
MAPS,RECORDS OF RIVERSIDE COUNTY,CALIFORNIA.
EXCEPT THEREFROM ALL URANIUM,THORIUM AND ALL OTHER MATERIALS
DETERMINED PURSUANT TO SECTION 5(B) (1)OF THE ATOMIC ENERGY ACT OF 1940(60
STAT. 761)TO BE PECULIARLY ESSENTIAL TO THE PRODUCTION OF FISSIONABLE
MATERIAL,AS RESERVED BY THE UNITED STATES OF AMERICA IN DEED RECORDED
NOVEMBER 28, 1949IN BOOK 1127,PAGE 236 OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.
POSSESSORY INTEREST NO.:009-613-349-3,FEE APN: 502-100-011-3
PARCEL FOUR:
A NONEXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, FOR VEHICULAR
INGRESS AND EGRESS,AND FOR THE RIGHT TO USE DESIGNATED WALKWAYS,
DRIVEWAYS AND PARKING AREAS,AS SUCH IMPROVEMENTS EXIST FROM TIME TO
RECOGNITION AGREEMENT—Exhibit A
Desert Oasis
TIME,IN LOTS 1 AND 3 OF TRACT NO. 14573,ACCORDING TO MAP RECORDED IN BOOK
109,PAGES 97 AND 98 OF TRACT MAPS IN THE OFFICE OF THE COUNTY RECORDER OF
RIVERSIDE COUNTY,CALIFORNIA, SUCH EASEMENT TO EXTEND TO PRC,ITS
SUCCESSORS AND ASSIGNS,PRC'S SUBTENANTS,THEIR LICENSEES AND BUSINESS
INVITEES.
PARCEL FIVE:
LOT 3 OF TRACT NO. 14573, IN THE CITY OF PALM SPRINGS,COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA,AS SHOWN BY MAP ON FILE IN BOOK 109,PAGES 97 AND 98 OF
MAPS,RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
EXCEPT THEREFROM ALL URANIUM,THORIUM AND ALL OTHER MATERIALS
DETERMINED PURSUANT TO SECTION 5 (B) (1)OF THE ATOMIC ENERGY ACT OF 1940(60
STAT.761)TO BE PECULIARLY ESSENTIAL TO THE PRODUCTION OF FISSIONABLE
MATERIAL,AS RESERVED BY THE UNITED STATES OF AMERICA IN DEED RECORDED
NOVEMBER 28, 1949 IN BOOK 1127,PAGE 236 OFFICIAL RECORDS OF RIVERSIDE COUNTY,
CALIFORNIA.
POSSESSORY INTEREST NO.: APN(S): 009-606-990-9,FEE APN: 502-100-017-4
PARCEL SIX:
A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS,FOR VEHICULAR
INGRESS AND EGRESS,AND FOR THE RIGHT TO USE DESIGNATED WALKWAYS,
DRIVEWAYS AND PARKING AREAS,AS SUCH IMPROVEMENTS EXIST FROM TIME TO
TIME,IN LOTS I AND 2 OF TRACT NO. 14573,AS SHOWN BY MAP ON FILE IN BOOK 109,
PAGES 97 AND 98 OF TRACT MAPS,RECORDS OF RIVERSIDE COUNTY,CALIFORNIA,SUCH
EASEMENT TO EXTEND TO LESSEE,ITS SUCCESSORS AND ASSIGNS,LESSEE'S
SUBTENANTS,THEIR LICENSEES AND BUSINESS INVITEES.
RECOGNITION AGREEMENT—Exhibit A
Desert Oasis
DOC # 2017-0420947
Recording Requested Or. 10/11/2017 08:00 AM Fees: $69.00
First AmerfconTlNelnsuranceComp" Page 1 of
Natlonai'CommemialServices Recorded in Official Records
777S.Firpue=Street, County of Riverside
losMgeles.G90017 Peter Aldana
FIIeNa: N r%/�
Assessor-County Clerk-Recorder
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO: "This document was electronically submitted
to the County of Riverside for recording"
Receipted by:KNOW#289
MB Real Estate
181 W. Madison,Suite 4700
Chicago, IL 60602
Attn: Gregg Grains
SPACE ABOVE'CHIS LINE FOR RECORDER'S USE
Documentary Transfer Tax $0I J-7-7.9a
Computed on full value of property conveyed
Or computed on full value less lien and encumbranc s remaining at time of sale.
� a� �� volt Sprlt��`
FrAs >" f?Waniep,., ?rTe� ,�'rotu.cnnGe�
Signed of eclarant dr Ag termining tax/Firm Name `? —7
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT NO. 2528 AND
CONSENT TO ASSIGNMENT
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND CONSENT TO
ASSIGNMENT ("Assignment") is dated this 5 day of , 2017 ("Effective Date"), by
and between the CITY OF PALM SPRINGS ("City" or "Lessor"), Medical Properties II Palm
Springs, LLC, a Delaware limited liability company ("Assignor"), and CMK Cielo, LLC, a
Delaware limited liability company ("Assignee") with reference to the following facts and
purposes:
RECITALS
A. Assignor and Assignee are parties to that certain Purchase and Sale Agreement,
dated as of July 7, 2017 (the "Purchase Agreement"), pursuant to which Assignee agreed to
purchase all of Assignor's rights, title and interest in and under the Ground Lease. Any
capitalized term used but not defined in this Assignment shall have the meaning ascribed to such
term in the Purchase Agreement, unless otherwise expressly provided herein.
B. City entered into that certain Indenture of Lease Agreement No 2528 dated May
1, 1988, as amended by the First Amendment to Lease Agreement#2528 entered April 28, 1993,
Second Amendment to Lease Agreement #2528 entered October 21, 1993, Third Amendment to
Lease Agreement #2528 entered December 15, 1993, Fourth Amendment to Lease Agreement
No. 2528 dated October 25, 2000, the Assignment and Assumption of Lease Agreement
No. 2528 and Consent to Assignment dated October 25, 2000, and the Agreement and Estoppel
of Ground Lessor for Lease No. 2528 executed on January 7, 2002 (collectively the "Lease")
covering a portion of those certain premises particularly described at Exhibit "A" attached hereto
and incorporated hereby reference (the"Premises").
1
[A 133101609v3
I
C. The Lease was duly assigned to Assignor, which assignment was recorded on July
29, 2014 in the Official Records of Riverside County, California as Instrument No. 2014-
0283303.
D. Pursuant to the Purchase Agreement, Assignor desires to assign the Lease, and
Assignee wishes to accept such assignment pursuant to the terms of the Assignment.
E. Assignor and Assignee desire to obtain the City's specific consent to the
assignment of the Lease, and City wishes to consent to the assignment of the Lease pursuant to
the terms of this Assignment.
F. Concurrently herewith the City, Assignor and Assignee entered into that certain
Assignment and Assumption of Lease Agreement No. 2529 and Consent to Assignment,
whereby Assignor assigned to Assignee, and Assignee accepted such assignment, of all rights,
title and interest in that certain Indenture of Lease Agreement No. 2529 dated May 1, 1988
entered into by City, as amended by the First Amendment to Lease Agreement #2529 entered
April 28, 1993, the Second Amendment to Lease Agreement #2529 entered October 21, 1993,
the Third Amendment to Lease Agreement #2529 entered December 15, 1993, the Fourth
Amendment to Lease Agreement No. 2529 dated October 25, 2000, the Assignment and
Assumption of Lease Agreement No. 2529 and Consent to Assignment dated October 25, 2000,
the Agreement and Estoppel of Ground Lessor for Lease No. 2529, and the Assignment and
Assumption of Lease Agreement No. 2529 and Consent to Assignment dated July 25, 2014
(collectively"Lease#2529").
G. Concurrently herewith the City, Assignor and Assignee entered into that certain
Assignment and Assumption of Lease Agreement No. 2636 and Consent to Assignment,
whereby Assignor assigned to Assignee, and Assignee accepted such assignment, of all rights,
title and interest in that certain Indenture of Lease Agreement No. 2636 dated November 3, 1988
entered into by City, as amended by Amendment No. 1 to Indenture of Lease Agreement
No. 2636 entered January 2, 1991, the Second Amendment to Lease Agreement#2636 entered
October 21, 1993, the Third Amendment to Lease Agreement#2636 entered December 15, 1993,
the Fourth Amendment to Lease Agreement No. 2636 dated October 25, 2000, the Assignment
and Assumption of Lease Agreement No. 2636 and Consent to Assignment dated
October 25, 20007 the Agreement and Estoppel of Ground Lessor for Lease No. 2636, and the
Assignment and Assumption of Lease Agreement No. 2636 and Consent to Assignment dated
October 25, 2000 (collectively"Lease #2636").
H. The Assignment and Assumption of Lease and Consent to Assignment for each of
Lease #2529 and Lease #2636 are collectively referred to herein as the "Assignment
Agreements".
I. The parties wish to assign the Lease pursuant to the terms of this Assignment.
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, City, Assignor and Assignee agree as follows:
2
LA 1331016090
1. Assignment. Assignor does hereby assign to Assignee all of its right, title and
interest as lessee in the Lease as of the Effective Date (including, without limitation, all of
Assignor's right, title and interest in, to, and under all Improvements related thereto), as defined
above, subject to the terms and conditions herein contained.
2. Acceptance of Assignment. Assignee does hereby accept such assignment on the
terms and conditions herein contained and agrees to timely keep, perform and discharge all of the
obligations as the Lessee under the Lease that accrue from and after the Effective Date hereof.
3. Release of Liability. Upon the Effective Date, City agrees to release Assignor
from all obligations and liability under the Lease accruing from and after the Effective Date.
City reserves its rights to proceed against Assignor for all obligations under the Lease accruing
prior to the Effective Date. City agrees that Assignee shall have no obligation or liability for any
obligations of Assignor under the Lease accruing prior to the Effective Date.
4. City's Consent. City hereby consents to the assignment of the Lease by Assignor
to Assignee subject to the terms and provisions of this Assignment. The parties hereto agree that
City's consent to this assignment shall not constitute a waiver of the right of City to approve any
further assignment, subletting or other transfer pursuant to the terms of the Lease.
5. Counterparts. This Assignment may be executed in one or more counterparts, all
of which taken together shall constitute one instrument as though all signatures appear thereon.
6. Attorneys' Fees. If any party commences an action against any of the parties
arising out of or in connection with this Assignment, the prevailing party or parties shall be
entitled to recover from the losing party or parties reasonable attorneys' fees, expert witness fees
and all other costs of suit.
7. Due Execution. The person(s) executing this Assignment on behalf of the parties
hereto warrant that (i) such party has the legal right, power and authority to enter this
Assignment and, if applicable, is duly organized and existing, (ii) they are duly authorized and
have the legal right, power and actual authority to execute and delivery this Assignment on
behalf of said party, (iii) by so executing this Assignment, such party is formally bound to the
provisions if this Assignment, (iv) the entering into this Assignment does not violate any
provision of any other agreement to which said party is bound and (v) the consent of any trustee,
trustor, judicial or administrative body, or governmental authority, or other party required for
such person executing this Assignment or the party to be bound hereby has been obtained.
8. Integration: Amendments. This Assignment contains all of the agreements of the
parties and cannot be modified, terminated or rescinded, in whole or in part, unless written and
signed by authorized representatives of the parties hereto. No prior oral or written understanding
shall be of any force with respect to those matters covered in this Assignment.
9. Governing Law. This Assignment and all matters pertaining thereto shall be
construed according to the laws of the State of California.
10. Recording. This Assignment shall be recorded in the official Records of
Riverside County, California.
3
LA 1331016090
SIGNATURES ON FOLLOWING PAGE
4
LA 1331016090
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the
day and year first above written.
ATTEST: "City"
CITY OF PALM SPRINGS,
t j^City Clerk ici al corporation
By:
APPRO AS TO ORM:
Name:
Its: hayl of c
City Attorney
APPROVED BY CITY COUNCIL
" 1,-, LtbAll WWI "Assignor"
T
Medical Properties II Palm Springs, LLC
a Delaware limited liability company
By:
Name:
`,� l 1
Its:
"Assignee" J
CMK CIELO, LLC,
a Delaware limited liability company
By: yy
Name:
Its: .�M ��z-ta
4
LA 1331016090
ACKNOWLEDGMENT OF INSTRUMENT
(Cal. Civil Code Section 1181)
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California )
County of Riverside ) SS.
City of Palm Springs )
On September 28, 2017, before me, KATHLEEN D. HART, INTERIM CITY CLERK, CITY OF
PALM SPRINGS, CALIFORNIA, personally appeared DAVID H. READY, who I personally know is
the CITY MANAGER of the CITY OF PALM SPRINGS whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his official and authorized capacity
on behalf of the City of Palm Springs, a California Charter City.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
Witness my hand and the official seal of the City of Palm Springs, California, this 28th day of
September, 2017.
?A,L M
A�� sp4
i�
h C
V tl
Signature. F09N�
KATHLEEN D. HART, MMC
Interim City Clerk
Title or Type of Document
Assignment and Assumption of Lease Agreement No. 2528 and Consent to Assignment
Agreement
State of California )
SS.
County of )
On 2017, before me, a Notary Public,
personally appeared who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are-subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
State of �;no�S )
SS.
County of CDok )
On ,mloe c a"} 2017, before me, a Notary Public,
personally appeared &ceaq, who proved to me on the basis of satisfactory
evidence to be the persons whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State ofZ��Z r o�
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature � ply
(Seal)
=PUBLIC-
AL
NICH
OF ILLINOIS
5ES:11108/18
LA 1331016090
Stateof
SS.
County of Cook )
On Snbac 2017, before me, a Notary Public,
personally appeared oes who proved to me on the basis of satisfactory
evidence to be the persontsl whose name(s) is/are-subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of*-T-Wv oo;s that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal) =PUBLICSTATE
�,�,�,�,�,�ALINICHE OF ILLINOISRES:11=8
6
LA 133101609v3
EXHIBIT"A"
LOT 3 OF TRACT NO. 14573, IN THE CITY OF PALM SPRINGS, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 109,
PAGES 97 AND 98 OF MAPS, RECORDS'OF RIVERSIDE COUNTY, CALIFORNIA.
A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, FOR
VEHICULAR INGRESS AND EGRESS, AND FOR THE RIGHT TO USE DESIGNATED
WALKWAYS, DRIVEWAYS AND PARKING AREAS, AS SUCH IMPROVEMENTS
EXIST FROM TIME TO TIME, IN LOTS 1 AND 2 DE TRACT NO. 14573, AS SHOWN BY
MAP ON FILE IN BOOK 109, PAGES 97 AND 98 OF TRACT MAPS, RECORDS OF
RIVERSIDE COUNTY, CALIFORNIA, SUCH EASEMENT TO EXTEND TO LESSEE, ITS
SUCCESSORS AND ASSIGNS, LESSEE'S SUBTENANTS, THEIR LICENSEES AND
BUSINESS INVITEES.
7
LA 133131868v2
IL
• A RECORDING REQUESTED BY
SOUT11tRN GLIrORN1A DOC # 2008-0459203
EDISON 08/
08l20/2008 08:00q Fee:27.0.00
Paps 1 of 7
an r:msu.e r.NTRFN1r10NALC0nlpnnr Recorded In Official Records
WHEN RECORDED MAIL TO County of Riverside
Larry W. Llnrd
SOUTHERN CALIFORNIA EDISON COMPANY I Assessor, C+olwtyf Clark 8 Recorder
Corporate 14799Chestnut Street IIIII IIIIIII III Illlll IIIII IIIIII IIIII III�Illl IIII IIII
Westminster,CA 92693-5240
Attn: Distrlbuticn/CRES 5 R V PAGE SIZE DA "'SC
LONG RFD COPY
A/'��J M A L 465 426 POOR NCOR SMF NCHC Ex''M
/ 1 6 i/ L•C�� T• CYY UNI o)'
GRANT OF I ocumEmT.A RCNsArp.TAX NONE(VALUE W�WILL
EASEMENT 4PRq0PtPE5AZ1QN t AN t bn Palm Springs GE79 G767 E•671�
SCE capon AFFRGNEb
FIM 604•1920.0/60- CO um n7/]grog
61G OF OE IT ORAGEW DUEWIMNG TM F1NH 19200 fpwLeGTATE SLS/C6
A 502.150A11.010•
502-100-OIJ
CITY OF PALM SPRINGS, a municipal corporation (hereinafter referred to as "Grantor"), hereby .grants to
SOUTHERN CALIFORNIA EDISON COMPANY, a corporation, its successors and assigns (hereinafter referred to as
"Grantee"), an casement and right of way to construct, use, maintain, operate, alter, add to, repair, replace, reconstruct, inspect
and remove at any time and from time to time underground electrical supply systems and communication systems (hereinafter
referred to as"systems"), consisting of wires, underground conduits, cables, vaults, manholes, hndholes, and including above-
ground enclosures, markers and concrete pads and other appurtenant fixtures and equipment necessary or useful for distributing
electrical energy and for transmitting intelligence by electrical means, in, on, over, under, across and along that certain real
property in the County of Riverside,.State of California,described as follows:
FOR LEGAL DESCRIPTION SEE EXHIBIT"A"ATTACHED HERETO AND MADE A PART HEREOF.
FOR SKETCH TO ACCOMPANY LEGAL DESCRIPTION SEE EXHIBIT `B" ATTACHED HERETO AND
MADE A PART HEREOF.
This legal description was prepared pursuant to Sec. 8730(c)of the Business&Professions Code.
The easement and right of way is granted for the sole purpose of providing systems for the provision of Grantee services
to the Property described in the Legal Description as "Lot 2." In the event such services are terminated for any reason at the
request of Grantor or its successor in interest and the systems are relocated or abandoned,the Grantor or its successor in interest
shall be responsible for the abandonment in place or relocation and Grantee, upon such abandonment or relocation, shall
quitclaim all of it rights,title,and interests in the easement and right of way to Grantor at no cost to the Grantor.
Grantor further reserves and retains the right, in Grantor's sole discretion,to cause Grantee to relocate the Facilities at
Grantor's expense, it being understood that if such relocation of the Facilities is to a place outside of the Easement Area,
Grantee shall execute and deliver to Grantor,promptly upon request,an amendment to this instrument setting forth the revised
Easement Area.
Grantor agrees for himself,his heirs and assigns,not to erect,place or maintain,nor to permit the erection,placement or
maintenance of any building, planter boxes, earth fill or other structures except walls and fences on the above described real
property. The Grantee,and its contractors, agents and employees;shall have the right to trim or cut tree roots as may endanger
or interfere with said systems and shall have free access to said systems and every pan thereof, at all times, for the purpose of
exercising the rights herein granted; provided, however, that in making any excavation on said property of the Grantor, the
Grantee shall make the same in such a manner as will cause the least injury to the surface of the ground around such excavation,
and shall replace the earth so removed by it and restore the surface of the ground to as near the same condition as it was prior to
such excavation as is practicable.
U EXHIBIT "A"
VARIOUS STRIPS OF LAND LYING WITHIN LOTS 1,2,AND 3,TRACT NO. 14,573 AS PER MAP FILED IN
BOOK 109,PAGES 97 AND 98 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
THE CENTERLINES OF SAID STRIPS ARE DESCRIBED AS FOLLOWS;
STRIP 01 (6.00 FEET WIDE)
COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID LOT 2;THENCE ALONG THE EASTERLY
LINE OF SAID LOT 2, NORTH 00010'10" EAST 5.00 FEET; THENCE PARALLEL WITH THE SOUTHERLY
LINE OF SAID LOT 2, NORTH 89047'48" WEST 90.00 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING NORTH 89047'48" WEST 55.00 FEET; THENCE SOUTH 73030'25" WEST 20.88
FEET;THENCE PARALLEL WIT14 THE SOUTHERLY LINE OF SAID LOT 2,NORTH 89047'48"WEST 188.00
FEET; THENCE NORTH 63013'54" WEST 17.89 FEET;THENCE PARALLEL WITH THE SOUTHERLY LINE
OF SAID LOT 2, NORT14 89047'48" WEST 25.00 FEET TO A POINT TO BE HEREINAFTER REFERRED TO
AS POINT"A".
THE SIDELINES OF SAID STRIP ARE TO BE PROLONGED OR SHORTENED TO JOIN AT THE ANGLE
POINTS.
STRIP#2(12.00 FEET WIDE)
COMMENCING AT SAID POINT "A"; THENCE SOUTH 00012'12" WEST 3.00 FEET; THENCE SOUTH
89047'48"EAST 7.00 FEET TO THE TRUE POINT OF BEGINNING;THENCE NORTH 89047'48"WEST 17.00
FEET.
STRIP#3 (13.00 FEET WIDE)
COMMENCING AT SAID POINT "A'; THENCE SOUTH 00012'12" WEST 9,00 TO THE TRUE POINT OF
BEGINNING; THENCE CONTINUING SOUTH 00012'12" WEST 8.00 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 9.00 FEET AND BEING
TANGENT AT ITS POINT OF ENDING TO A LINE PARALLEL WITH AND DISTANT 19.00 FEET
SOUTHERLY, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 1;THENCE
SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°00'00" AN ARC
DISTANCE OF 14.14 FEET;THENCE ALONG SAID PARALLEL LINE SOUTH 89047'48" EAST 103.00 FEET
TO A POINT TO BE HEREINAFTER REFERRED TO AS POINT`B".
STRIP 04(6.00 FEET WIDE)
BEGINNING AT SAID POINT"B';THENCE SOUTH 89047'48" EAST 5.00 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 10.00 FEET; THENCE
SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 90000'00" AN ARC
DISTANCE OF 15.71 FEET;THENCE TANGENT TO SAID CURVE,SOUTH 00012'12"WEST 2.00 FEET_
STRIP#5(6.00 FEET WIDE)
COMMENCING AT THE NORTHEASTERLY CORNER OF SAID LOT 2;THENCE ALONG THE EASTERLY
LINE OF SAID LOT 2, SOUTH 00010'I0" WEST 6,00 FEET; THENCE PARALLEL WITH THE NORTHERLY
LINE OF SAID LOT 2, SOUTH 89059'25" WEST 94.00 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 89059'25"WEST 10,00 FEET;THENCE SOUTH 71033'19" WEST 12,65 FEET;
2 DSE03210755
6879-6767 1 8-67 14
THENCE SOUT14 89059'25"WEST 8.00 FEET TO A POINT TO BE HEREINAFTER REFERRED TO AS POINT
"C„
THE SIDELINES OF SAID STRIP ARE TO BE PROLONGED OR SHORTENED TO JOIN AT THE ANGLE
POINTS.
STRIP#6(12.00 FEET WIDE)
COMMENCING AT SAID POINT"C";THENCE SOUTH 00°00'35" EAST 3.00 FEET TO THE TRUE POINT
OF BEGINNING;THENCE SOUTH 89059'25"WEST 17-00 FEET.
STRIP f(13,00 FEET WIDE)
COMMENCING AT SAID POINT "C"; THENCE SOUTH 89059'25" WEST 10.00 FEET; THENCE NORTH
00000'35" WEST 3.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH
00'00'35" WEST 7.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY,
HAVING A RADIUS OF 9.00 FEET AND BEING TANGENT AT ITS POINT OF ENDING TO A LINE
PARALLEL WITH AND DISTANT 9.00 FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM THE
SOUTHERLY LINE OF SAID LOT 3; THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A
CENTRAL ANGLE OF 90000'00" AN ARC DISTANCE OF 14.14 FEET; THENCE ALONG SAID PARALLEL
LINE,SOUTH 89°59'25"WEST 126.00 FEET-
9QROFESS/pyq
M cn
No. C-18619
,t ExpQ
OF CA4�F0
Dated ,2009
W. .&e�
Glcnn M.Bakke R.C.E.918619 Exp.6-30-09
3 DSE08210755
6879-676718-6714
EXECUTED this Sru day of AVG V--s`r 2005.
ATTEST: GRANTOR
CITY OF PALM SPRINGS,a municipal corporation
J s Thompson, City Clerk
Signatur �y�
APPRovmASTC)rom
(Print Name) David H- Ready
ir
vei,*, fjoi--twD1 GITYATTIO I1� j
r
State of California )
County of i✓GY3I�L ) y�- ^ f ,,r,.,t..
On 0 d f 6J X09 before me,�Lr t'.'�"�'ltG- IJCf'a r6U, I t'f/IG'�`�' PUbltC' ,personally
f��` .. II / � ,��]] //,, (here insert name and tide of the officer)
appeared VCr✓tvL tt, Kn!4�1 aK.[ JTiZ e-s �ryY+•.es�'j
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)4n0subscribed to the within
instrument and acknowledged to me that W he�executed the same in"ri the' authorized capacity(ics),and that by
t►+51FJa then ignamre(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed
the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct
WITNESS my hand and official seal. C1TIN AAI GERAR01
R ■• d
RKvw&dr
Signature AY Comm-E0
=Feb1
6,
'
2010
(This area for notary stamp)
4 DSE09210755
6879-676718-6714
EXHIBIT "B"
TRACT NO. 14,573
M.B. 109197-98 1 i
SCALE: 1" = _100 RIVERSIDE COUNTY 1
L07 3
1 I T.P.O.B. _
STRIP �J5 1 I 1 STRIP MI5
L —
— — r S8959'25'W
I I
1 I �
� � I SEE DETAIL A
SHEET 2 OF 2
LOT 2 I U
A I 1
Li
i 1 I
SEE DETAIL B
U I / SHEET 2 OF 2
i I I N89'47'48'W
_ x. 90.00' Li
u — i »— P.O.C.
I I STRIP #1 STRIP y1
25' 25' 4 �.. — — — — — — — — — — —
i
i I I i
LOT 1
i I 1
i 1
i I 1
I I
.WVXO.FE
AVENUE
�QROF ES$/pNA
M LEGEND
Iy' ENCTes
m No. C-78619 rm rm SOE EASEMENT
P.O.c. - POINT OF Ca WENCEMINT
LP,O.B. - TRITE POINT OF BECINMNC
Doted�,2008 �'J. �Q
TFOF CA�IF��
Cl;nn Bukka R.C.E. JIB619 Exp. 6-30-09 SHEET 1 OF 2
EXHIBIT "B"
LINE TABLE
DNE LENGTH BEARING LINE LENGTH I BEARING
L1 5.00' NOGIONIONE LI8 g, ' S89 5'W UPI w
L2 55.00• N09'4 4B'W L19 3,00' 500710' S'
L3 20.88, S73 0' 5"W L20 17.00' S09 9' 'W
1-4 188,W N89'4 '48'W L21 1 O ' S8939' 5"W
L5 9' N631 '54'W L22 NO0TID'3 'W
Ls L23 TRACT NO. 14,573
L7 3,wp SDD-1 '1 -W L24 126.00• S89'e9' S'w M.B. 109 1 97-98
La 7. Sag'47'48'FRIVERSIDE COUNTY
Ls 1 00' N89-474eW
LIO 9 ' 3007 '1 "W CURVE TABLE
L11 8.00, SO0'1 •1 "W CURVE LENGTH RADIUS DELTA ANGLE
L12 C1 14.1 ' 90'00'00'
L13 5.00' S8 '47' C2 1'
414 2.00' SOON 2WI Z,w C3 1414 0 ' 9
L15 6.00' SOOT '10'W
LIS 10,001 S6 W
L17 Ize ' S71'33' 'W
DETAIL A
SCALE: 1" =30'
LOT 3
STRIP #7
13' WIDE T.P.O.B.
C3 STRIP ff7
PT. "C" STRIP #5
----------" L23 IL181_1���C1 _ 94.00'
1-22
N'LY LINE LOT 2 STRIP #6 r ~�
12' WIDE L/L20. 1� L19 STRIP #5
LOT 2 6' WIDE
T.P.O.B.
STRIP #!6
DETAIL. B
SCALE. 1"=30'
a PT. "A- LOT 2
� J
T-P_O.B_ STRIP #1
STRIP /2 STRIP #2 6' WIDE
12' WIDE - - <S
� i r _ L4
'�- -G _�cz -- r z---
L6 _j'1
L9 I L71 T.P.O/.6/�S/T(RIP #3//. vo.s. SLR1P /4
S'LY LINE LOT 2 r,�113 C2
✓1�%� _?������jr%
Cl J A L14
STRIP #3
13' WIDE STRIP #4
6' WIDE
LOT
LEGEND-
[:,I DENOTES:
�_J SCE EASEMENT
P.O.C. - POINT OF COMMENCEMENT
T.P.O.S. — TRUE POINT OF BEGINNING SHEET 2 OF 2
IN WITNESS WHEREOF, this Agreement has been executed by the parties Hereto as of
the date first set forth above.
LESSOR: p
APPRO E S TO FORM
CITY OF PALM SPRINGS, a /
municipal corporation ./.`i�r
'�_ , City Attorney
By: Z— �'--f Date: _��_ l'�_ �fltq
Name: David H. Re
Title: City Manager
TENANT: APPROVED BY CITY COUNCIL
AP-PALM SPRINGS AIRPORT LLC,
a Delaware limited liability company
By: DGA-Properties Il LLC, ATTEST:
a Delaware limited liability company
its manager
By: Abbey-Properties LLC, �.
a California limited liability company, mes Thompson, City Clerk
its Manager
By:
Name:
Title: ---�-
APPROVED BY AGENT:
BANK OF AMERICA,N.A.,
a national bankin;association
By:
Name:
Title:
MCMILLAS WI)NO8736500 3 S-1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California —
County of_,6✓te`aa
On JON. 6D. y� before me, L f_11
Dee _ ,1 / , Hun!Imert NName idol TgN�Olo of the Orllc
personally appeared l yl eel bT JGu�is / he_ i SAe2
C/ Name(5)or Signers)
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) Is/are subscribed to the
within Instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
CYNiHIA A. BERARt)I instrument the person(s), or the entity upon behalf of
_ I Commission 13<5699 which the person(s) acted, executed the instrument.
Notary Public• CORIOntio
Riverside County I certify under PENALTY OF PERJURY under the laws
Mycomm expiresPeb18.2010 of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature_ zf� 11a,
Place Notary se,31 Above e signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of thr3 form to another document.
Description of Attached DocumentTitle or Type of Document:�pV at O '5 600_�Vv+ , NDyc{�styr6�hce �cns{ / {DVytp+tL!/UII
l _ (
Document Date: iv v1.L k SC Number of Pages: > yojo
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signers Name: LeVJ i_�� Signer's Name: (.LLU-E�5 !
F Individual ❑ Individual v
❑ Corporate Officer—Title(s): _ ._ ❑Corporate Officer—Title(s):
❑ Partner—❑ Limited ❑ General _ _ ❑ Partner—[I Limited ❑ General
❑ Attorney in Fact - LJ Attorney in Fact
❑ Trustee Top of thumb Uerc• ❑Trustee Top of thumb here
❑ Guardian or Conservator ❑ Guardian or Conservator
Other: t Other: ( ' (il GfrY
Si ner Is Representing:-fti Si n r Is ae resentin
C2007 National Notary A,5ociatien19350 Du Soto Ave.,PaBdx2402•Chslswortn CA 9131�2402•www NsrenalNoteryorg Ifcm659o7 ReaMLe:Cail Toll-Free1-e00a1G•682T
EXHIBIT A
DESCRIPTION OF THE LEASE
That certain leasehold estate of the Property set forth in Exhibit B to this Agreement. The
Current Ground Lcascs is evidenced by the following documents and instnunents:
1 That certain Indenture of Lease Agreement No. 2528 dated as of May 1, 1988, as
amended by that certain First Amendment to Lease Agreement#2528 dated as of April 28, 1993,
that certain Second Amendment to Lease Agreement #2528 dated as October 21, 1993, that
certain Third Amendment to Lease Agreement #2528 elated as of December 15, 1993, that
certain Fourth Amendment to Lease Agreement No. 2528 dated as of October 25, 2000, and that
certain Agreement and Estoppel of Ground Lessor for Lease No. 2528 dated as of January 7,
2002, by and among the City of Pahn Springs, as lessor, and AP-Palm Spnngs Airport LLC, as
lessee;
2. That certain Indenture of Lease Agreement No. 2529 dated as of May 1, 1988, as
amended by that certain First Amendment to Lease Agreement 42529 dated as of April 28, 1993,
that certain Second Amendment to Lease Agreement #2529 dated as October 21, 1993, that
certain Third Amendment to Lease Agreement #2529 dated as of December 15, 1993, that
certain Foutln Amendment to Lease Agreement No. 2529 dated as of October 25, 2000, and that
certain Agreement and Estoppel of Ground Lessor for Lease No. 2529 dated as of January 7,
2002, by and among the City of Palm Springs, as lessor, and AP-Pahn Springs Airport LLC, as
lessee;
3. That certain Indenture of Lease Agreement No. 2636 dated as of November 3, 1988, as
amended by that certain Amendment No. 1 to Indenture of Lease Agreement No. 2528 dated as
of January 2, 1991, that certain Second Amendment to Lease Agreement 42636 dated as October
31, 1993, that certain Third Amendment to Lease Agreement 92636 dated as of December 15,
1993, that certain Fourth Amendment to Lease Agreement No. 2636 dated as of October 25,
2000, by and among the City of Palm Springs, as lessor, and AP-Palm Springs Airport LLC, as
lessee; and
4. That certain Agreement and Estoppel of Ground Lessor for Lease No. 2636 dated as of
January 7, 2002, by and among the City of Palm Springs, as lessor,and AP-Palm Springs Airport
LLC,as lessee.
MCMILLASW1)MS\972H508 3 A-1
EXHIBIT B
LEGAL DESCI2IPTCON OF THE PROPERTY
A LEASEHOLD ESTATE AFFECTING THE FOLLOWING DESCRIBED PROPERTY,
PARCEL 1A:
LOT 1 OF TRACT NO. 14573, IN THE CITY OF PALM SPRINGS, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 109,
PAGES 97 AND 98 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
EXCEPT THEREFROM ALL URANIUM, THORIUM AND ALL OTHER MATERIALS
DETERMINED PURSUANT TO SECTION 5(B) (1) OF THE ATOMIC ENERGY ACT OF
1910 (60 STAT. 761) TO BE PECULIARLY ESSENTTAL TO TIIE PRODUCTION OF
FISSIONABLE MATERIAL, AS RESERVED BY THE UNITED STATES OF AMERICA IN
DEED RECORDED NOVEMBER 28, 1949 IN ROOK 1127, PAGE 236 OFFICIAL
RECORDS OF RIVERSJDE COUNTY, CALIFORNIA.
PARCEL 1B:
A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, FOR
VEHICULAR INGRESS AND EGRESS, AND FOR THE RIGHT TO USE DESIGNATED
WALKWAYS, DRIVEWAYS AND PARKING AREAS, AS SUCH IMPROVEMENTS EXIST
FROM TIME TO TIME, IN LOTS 2 AND 3 OF TRACT NO. 14573, AS SHOWN BY MAP
ON FILE IN BOOK 109, PAGES 97 AND 98 OF TRACT MAPS, RECORDS OF
RIVERSIDE COUNTY, CALIFORNIA, SUCH EASEMENT TO EXTEND TO LESSEE, ITS
SUCCESSORS AND ASSIGNS, LESSEE'S SUBTENANTS, THEIR LICENSEES AND
BUSINESS INVITEES.
PARCEL 2A:
LOT 2 OF TRACT NO. 14573, IN THE CITY OF PALM SPRINGS, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 109,
PAGES 97 AND 98 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
EXCEPT THEREFROM ALL URANIUM, THORIUM AND ALL OTHER MATERIALS
DETERMINED PURSUANT TO SECTION 5 (B) (1) OF THE ATOMIC ENERGY ACT OF
1940 (60 STAT. 761) TO BE PECULIARLY ESSENTIAL TO THE PRODUCTION OF
FISSIONABLE MATERIAL, AS RESERVED BY THE UNITED STATES OF AMERICA IN
DEED RECORDED NOVEMBER 28, 1949 IN BOOK 1127, PAGE 236 OFFICIAL
RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
PARCEL 2B:
bJCMII.LASWDM8\8728N8 3 B-1
A NONEXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, FOR
VEHICULAR INGRESS AND EGRESS, AND FOR TIIE RIGIIT TO USE DESIGNATED
WALKWAYS, DRIVEWAYS AND PARKING AREAS, AS SUCH IMPROVEMENTS EXIST
FROM TIME TO TIME, IN LOTS 1 AND 3 OF TRACT NO. 14573, ACCORDING TO MAP
RECORDED IN BOOK 109, PAGES 97 AND 98 OF TRACT MAPS IN THE OFFICE OF
THE COUNTY RECORDER OF RIVERSIDE COUNTY, CAWFORNIA, SUCH EASEMENT
TO EXTEND TO PRC, ITS SUCCESSORS AND ASSIGNS, PRC'S SUBTENANTS, THEIR
LICENSEES AND BUSINESS INVITEES.
PARCEL 3A:
LOT 3 OF TRACT NO. 14,573, IN THE CITY OF PALM SPRINGS, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 109,
PAGES 97 AND 98 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
EXCEPT THEREFROM ALL URANIUM, THORIUM AND ALL OTIIER MATERIALS
DETERMINED PURSUANT TO SECTION 5 (B) (1) OF THE ATOMIC ENERGY ACT OF
1940 (60 STAT. 761) TO BE PECULIARLY ESSENTIAL TO TIIE PRODUCTION OF
FISSIONABLE MATERIAL, AS RESERVED BY THE UNITED STATES OF AMERICA IN
DEED RECORDED NOVEMI3ER 28, 1949 IN BOOK 1127, PAGE 236 OFFICIAL
RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
PARCEL 3B:
A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, FOR
VEHICULAR INGRESS AND EGRESS, AND FOR THE RIGIIT TO USE DESIGNATED
WALKWAYS, DRIVEWAYS AND PARKING AREAS, AS SUCH IMPROVEMENTS EXIST
FROM TIME TO TIME, IN LOTS 1 AND 2 OF TRACT NO. 14573, AS SHOWN BY MAP
ON FILE IN 1300K 109, PAGES 97 AND 98 OF TRACT MAPS, RECORDS OF
RIVERSIDE COUNTY, CALWORNIA, SUCH EASEMENT TO EXTEND TO LESSEE, ITS
SUCCESSORS AND ASSIGNS, I,ESSFE'S SUBTENANTS, THEIR LICENSEES AND
BUSINESS INVITEES.
MCNflLLI\S W DM$\X7?R509 3 B-2
ACKNOWLEDGEMENT
State of California
County of
On before me,
(here insert name and title of the officer)
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose names) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
l certify Linder PENALTY OF PERJURY under the laws of the Statc of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
MCMILLI\5W OM9\018508.3
ACKNOWLEDGEMENT
State of California
County of
On before me,
(here insert name and title of the officer)
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are Subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/[heir
authorized capacity(ies), and that by his/her/their signature(s) on the inshunent the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
MCMILLPS W DMSW185ux.3
ACKNOWLE DGEM NT
State of California
County of
On before me,
(here insert name and title of the officer)
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PER,TURY under the laws oC the Stale of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
MCMLLMWDMS\872a50N3
' Fourth Amend to Lease Agr
AP-Palm Springs Airport LLC
Gie "D ?Ji1wg • AGREEMENT #2528
FV M06693, 8-2-00
FOURTH AMENDMENT TO LEASE AGREEMENT NO. 2528
THIS FOURTH AMENDMENT TO LEASE AGREEMENT NO. 2528("Amendment")
is dated this, aay of October, 2000 ("Effective Date"), by and among The City of Palm
Springs California, a Municipal corporation ("Lessor") and AP-Palm Springs Airport LLC,
a Delaware limited liability company ("Lessee").
RECITALS
A. Lessor and B.A. Properties I, Inc.,a Delaware corporation("BA"),entered into
that certain Indenture of Lease Agreement No. 2528 dated May 1, 1988 upon and subject
to all of the provisions therein contained as disclosed by Lease Agreement, recorded May
17, 1988 as Instrument No. 130754, Official Records of Riverside County, California
("Original Lease").
B. The Original Lease is amended bythe First Amendment to Lease Agreement
#2528, entered April 28, 1993 by and between Lessor and Peacock-Radaker Income &
Opportunity Fund, Ltd. ("PR") , the Second Amendment to Lease Agreement #2528,
entered October 21, 1993 by and between Lessor and John Apostle and Helen Apostle,
Trustees of the Apostle Family Trust dated July 6, 1984 ("AFT"), and the Third Amendment
to Lease Agreement #2528, entered December 15, 1993, by and between Lessor and
AFT. The Original Lease as so amended is sometimes referred to herein as the "Lease".
C. An assignment of the tenant's interest under the Original Lease as then
amended was assigned to the PR by Assignment of Lease recorded October 21, 1988 as
Instrument No. 307342 Official Records of Riverside County, California.
D. An assignment of the tenant's interest under the Original Lease as then
amended was assigned to AFT by Assignment of Lease recorded December 27, 1993 as
Instrument No. 514486 Official Records of Riverside County, California.
E. An assignment of the tenant's interest under the Original Lease as then
amended was assigned to Helen Apostle, as Trustee of the Survivor's Trust created under
the Apostle Family Trust dated July 6, 1984 as amended ("Apostle") by Assignment of
Lease recorded October 16, 1998 as Instrument No. 449221 Official Records of Riverside,
California.
F. Concurrently herewith the Lessor, Apostle and Lessee entered into that
certain Assignment and Assumption of Lease Agreement No. 2528 and Consent to
Assignment whereby Apostle assigned to Lessee all right, title and interest in the Lease
and Lessee accepted such Assignment on the terms and conditions contained therein.
G. Concurrently herewith the Lessor, Apostle and Lessee entered into that
certain Assignment and Assumption of Lease Agreement No. 2529 and Consent to
Assignment,whereby Apostle assigned to Lessee and Lessee accepted such assignment
of all rights, title and interest in that certain Indenture of Lease Agreement dated May 1,
1988 by and between the Lessor and BA, as amended by the First Amendment to Lease
Agreement #2529 dated April 28, 1993 between Lessor and PR, the Second Amendment
to Lease Agreement#2529 entered into October 21, 1993 by and between the Lessor and
AFT and Third Amendment to Lease Agreement #2529 entered December 15, 1993 by
and between Lessor and AFT (collectively "Lease #2529").
H. Concurrently herewith, the Lessor, Apostle and Lessee, entered into that
certain Assignment and Assumption of Lease Agreement No. 2636 and Consent to
Assignment whereby Apostle assigned to Lessee and Lessee accepted such Assignment
of all rights,title and interest in that certain Indenture of Lease Agreement dated November
3, 1988 by and between Lessor and PR, as amended by Amendment No. 1 to Indenture
of Lease Agreement No. 2636 dated January 2, 1991 between Lessor and PR, the
Second Amendment to Lease Agreement #2636, entered October 21, 1993 by and
between the Lessor and AFT and Third Amendment to Lease Agreement#2636, entered
December 15, 1993 by and between the Lessor and AFT as Tenant (collectively "Lease
#2636").
I. Concurrently herewith Lessor and Lessee are entering into a Fourth
Amendment to Lease #2529 and a Fourth Amendment to Lease #2636 providing
amendments to such Leases similar to those adopted herein.
J. The Assignment and Assumption of Lease and Consent to Assignment for
each of Lease#2529, Lease#2636 and the Lease are collectively referred to herein as the
"Assignments" and for the Lease alone the "Assignment of Lease".
K. The terms used herein shall have the meanings as defined in the Lease.
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto
and for other valuable and good consideration, the receipt and sufficiency of which is
hereby acknowledged, Lessor and Lessee agree that the Lease is amended as follows:
1. Article II is hereby amended by deleting it in its entirety and substituting the
following:
"ARTICLE II - TERM
"The initial term ('Initial Term") of this Agreement shall be for
forty-nine (49) years and six (6) months beginning on May 1,
1988 and ending on October 31, 2037 unless sooner
terminated in accordance with the terms hereof. The Lessee
2
may, at its option, extend the Lease for an additional ten (10)
year period ("First Extended Period") by giving to Lessor a
notice in writing of its intention to exercise such option, such
written notice to be given to Lessor no less than one hundred
twenty (120) days but no more than six (6) months before the
expiration of the Initial Term ("First Option"). Provided the
Lessee has exercised the First Option, the Lessee may at its
option extend this Lease for an additional eight(8)year period
("Second Option") commencing upon expiration of the First
Extended Period by giving to Lessor a notice in writing of its
intention to exercise such option such written notice to be
given to Lessor no less than one hundred twenty (120) days
prior but no more than six (6) months before the expiration of
the First Extended Period.
2. Article III is hereby amended by adding the following new paragraph C.
immediately following existing paragraph B.:
"C. Lessee agrees that at no time shall the leased
premises be modified or improved to provide vehicular access
to orfrom the immediately adjacent public right-of-way at Civic
Center Drive. "
3. Article IV, subparagraph B.1 is hereby amended by adding the following at
the end thereof:
"City hereby consents to the encumbrances placed or to be
placed on the leased premises and improvements pursuant to
the acquisition financing provided by Bank of America , N.A. to
AP-Palm Springs Airport LLC, as Lessee in its acquisition of
this Lease pursuant to the Assignment of Lease or pursuant to
any refinancing thereof by Lessee. Lessor acknowledges that
such encumbrances exceed or will exceed 85% of the value of
the leasehold interest under this Lease together with the
estimated value of the improvements placed or to be placed
thereon."
4. Article IV, paragraph B is hereby further amended as follows:
Subparagraphs IV.B.3. and IV.B.7. are deleted in their entirety
and the following substituted therefor:
"3. In the Event of Default by the Lessee of the terms
of an approved encumbrance,the encumbrancer may exercise
any rights provided in such approved encumbrance or by law,
provided that before any sale of the leasehold, whether by
3
power of sale or foreclosure, the encumbrancer shall give to
the City notice of the same character and duration as is
required to be given to Lessee by such encumbrancer and/or
the laws of the State of California. Any notice of default shall
comply with the provisions of Section 2924(c)of the Civil Code
of the State of California."
7. City agrees that it will not terminate this Agreement
because of any default or breach hereunder on the part of
Lessee if the encumbrancer under the trust deed, within the
later of(i) ninety(90)days after service of written notice on the
encumbrancer by City of its intention to terminate this lease for
such default or breach, or (ii) forty five (45) days after the
expiration of any cure period provided by Lessee, shall:
(a) Cure such default or breach if the same can be
cured by the payment or expenditure of money provided to be
paid under the terms of this Agreement; provided, however,
that for the purpose of the foregoing, the encumbrancer shall
not be required to pay money to cure the bankruptcy or
insolvency of Lessee; or
(b) If such default or breach cannot be cured by the
payment or expenditure of money, but is otherwise curable,
either (a) cure such default (and City shall treat such
performance on the part of the encumbrancer as though the
same had been performed by Lessee; and for such purpose
City and Lessee hereby authorize the encumbrancer to enter
upon the Property to exercise any of Lessee's rights and
powers underthis Lease)or(b)proceed pursuant to paragraph
3, below;
(c) If such default or breach is not curable by the
payment or expenditure of money provided to be paid under
the terms of this Agreement, or if the nature of such default is
such that the encumbrancer must obtain possession of the
Property to so cure, cause the trustee under the trust deed to
commence and thereafter diligently to pursue to completion
steps and proceedings for judicial foreclosure, the exercise of
the power of sale under and pursuant to the trust deed in the
manner provided by law,or acceptfrom Lessee an assignment
in lieu of foreclosure, and keep and perform all of the
covenants and conditions of this lease requiring the payment
or expenditure of money by Lessee until such time as said
leasehold shall be sold upon foreclosure pursuant to the trust
4
deed, be released or reconveyed thereunder, be sold upon
judicial foreclosure or be transferred by deed in lieu of
foreclosure."
5. Article IV, paragraph B is hereby further amended by adding new
subparagraphs 8., 9., 10., 11. and 12. at the end of said paragraph B as follows:
"8. New Lease.
(a) In the event of termination of this Agreement by
reason of either a default by Lessee that is not (or cannot
reasonably be) cured by encumbrancer or in the event
Lessee's interest under this Agreement shall be sold, assigned
or transferred pursuant to the exercise of any remedy of the
encumbrancer, or pursuant to judicial proceedings or a deed
or assignment in lieu of foreclosure, or in the event of the
rejection of this Agreement by any trustee in bankruptcy under
the provisions of Bankruptcy Code, 11 USC§365, and if within
thirty days thereafter the encumbrancer shall have paid, or
arranged to the reasonable satisfaction of City to cure any
default on the part of Lessee under this Agreement which is
reasonably susceptible to cure by encumbrancer, then City,
within thirty days after receiving a written request thereforfrom
the encumbrancer, and upon payment to City of all expenses,
including reasonable attorneys'fees, incident thereto(less any
rent collected by City from the date of termination to the date
of commencement of the term of the new lease for any period
in which encumbrancer has also paid to City), shall execute
and deliver to the encumbrancer or its nominee or to the
purchaser, assignee or transferee, as the case may be, a new
lease of the Property.
(b) Such new lease shall be for a term equal to the
remainder of the term of this Agreement as extended by any
option to renew exercised by Lessee to extend this term hereof
before giving effect to such termination, shall contain the same
covenants, agreements, provisions, conditions and limitations
as this Agreement, shall be superior to all rights, liens and
interests intervening between the date of this Agreement and
the date of such new lease, and shall be free of any and all
rights of Lessee under this Agreement.
(c) Upon the execution and delivery of such new
lease, the new Lessee, in its own name or in the name of City,
5
may take all appropriate steps as may be necessary to remove
Lessee from the Property but City shall not be subjected to any
liability for the payment of any fees (including attorneys'fees),
costs or expenses in connection therewith. The new Lessee
shall pay all such fees, including reasonable attorneys' fees,
costs and expenses or, on demand, make reimbursement
therefor to City.
(d) The ownership of the improvements now or
hereafter located on the Property shall be deemed to have
been transferred directly to such transferee of Lessee interest
in this Agreement and any provisions hereof causing such
improvements to become the property of City in the event of a
termination of this Agreement shall be ineffective as applied to
any termination under subsection IV.B.8. City shall execute
such deed or other instrument of conveyance as may be
necessary for title to the improvements to be insured in such
transferee of Lessee interest. Nothing herein shall affect the
terms of subsection IV.C. below requiring transfer of the
improvements to City upon expiration of the term or ultimate
termination of this Agreement.
(e) Subject to encumbrancer's obligations to
reimbursethe City pursuantto IV.B.8.(a)above, any new lease
made pursuant to this paragraph shall be prior to any
mortgage or other lien, charge or encumbrance on the fee of
the Property created by City.
9. There shall be no mergerof the leasehold estate created under
this Agreement with the fee estate in the Property by reason of the fact that
the leasehold estate may be held directly or indirectly by or for the account
of any person who shall also hold the fee estate, or any interest in such fee
estate, nor shall there be any such merger by reason of the fact that all or
any part of the leasehold estate may be conveyed or mortgaged to a lender
who shall also hold the fee estate, or any part thereof, or any interest of City
or Lessee under this Agreement.
10. No surrender (except a surrender upon the expiration of the
term or upon termination by the City pursuant and subject to the provisions
of this Lease) by Lessee to City of this Agreement, or of the Property, or any
part thereof, or of the improvements thereon, or of any interest therein, and
no termination or rejection of this Agreement by Lessee shall be valid or
effective, and neither this Agreement nor any of the terms hereof may be
amended, modified, changed, rejected or cancelled without the prior written
consent of the encumbrancer.
6
11. Notwithstanding anything to the contrary herein, all
compensation awarded upon a condemnation ortaking to which Lessee may
be entitled under this Agreement shall be paid to the encumbrancer to be
distributed in accordance with the terms of the deed of trust, mortgage or
other security instrument. Encumbrancer shall have the right to participate
in the prosecution of any claim by Lessee for damages as permitted under
this Agreement.
12. No notice from City to Lessee hereunder shall be effective
unless and until City gives to the encumbrancer a copy of its notice to
Lessee."
6. Article V, paragraph B. is hereby amended as follows: adding the word
"materially" after the word "times" and before the word "comply" in the first sentence;
adding the words "duly adopted" after the word "applicable" and before the word
"ordinances" in the first sentence; and., deleting "Article IV" and substituting "Article IX"
therefor in the first sentence.
7. Article V, paragraph B. is further amended by inserting the phrase "Subject
to Lessee's right to contest as permitted by law and Article IX, paragraph A " at the
beginning of the second sentence.
8. Article V, paragraph D. is hereby amended by inserting the phrase "Subject
to Lessee's right to contest as permitted by law," at the beginning of paragraph D.
9. Article V, paragraph E. is hereby amended by adding the following new
paragraph at the end of paragraph E:
"Lessee shall provide recycling receptacles which meet the
requirements of the City or its waste disposal contractor, as
such requirements may be revised from time-to-time, for
required use by all subtenants of the Office Park for the
disposal of those materials that may be designated as
recyclable by the City's or its waste disposal contractor's
recycling program. Lessee shall further be required to
distribute recycling information to, monitor and make its best
efforts to assure compliance with the recycling program by,any
subtenant of Lessee."
10. Article V, paragraph G, is hereby amended by adding the following sentence
at the end of paragraph G:
"Additionally, Lessee may maintain rental information signage
on the Leased Premises or the improvements located on the
Leased Premises, provided such signage complies with the
7
Palm Springs sign ordinance."
11. Article VI, subparagraph C.S. is hereby amended by inserting the words "or
condemnation" immediately after the word "insurance" and before the word "proceeds" at
the end of subparagraph 5.
12. Article VI I, paragraph C. is hereby amended as follows: inserting the word
'.earthquake" after the word "the" and immediately before the word "policy" in the fourth
sentence of said paragraph C; adding the phrase "subject to the provisions of any
applicable security instruments or loan documents of the mortgagee or beneficiary of a
mortgage upon the leased premises" immediately after the word "however" and
immediately before the words "that within" in the sixth sentence of paragraph C.
13. Article VII, paragraph D. is hereby amended as follows: inserting the words
"subject to the provisions hereof' immediately after the word "Lessee" and immediately
before the word "agrees" in the fourth sentence of paragraph D; deleting the words "ninety
(90) days" and inserting the phrase "thirty (30) days after adjustment of loss with insurer
and/or mortgagee" after the word "within" and before the words "and the required repairs"
in the first sentence of the second paragraph of paragraph D; and inserting the following
as a new paragraph at the end of paragraph D:
"Should any damage or destruction to the improvements
constructed on the leased premises occur during the last four
(4)years of the Initial Term or if the Initial Term is extended by
Lessee's exercise of the First Option or the Second Option as
provided in Article ll, during the last four (4) years of such
extended term, and the cost of restoration of such damage or
destruction exceeds twenty-five percent (25%) of the
replacement cost of such improvements on the date
immediately preceding such damage or destruction, or should
any such damage or destruction occur during the last one (1)
year of the Initial Term or if the Initial Term is extended by
Lessee's exercise of the First Option or the Second Option as
provided in Article II, during the last one (1) year of such
extended term, and the cost of restoration of such damage or
destruction exceeds ten percent(10%)of the replacement cost
of such improvements on the date immediately preceding such
damage or destruction, Lessee may terminate this lease by
giving notice to City within sixty (60) days after such damage
or destruction, such termination to be effective as of the date
specified in such notice. If Lessee terminates this lease,
Lessee shall assign to City all property casualty insurance
proceeds received by Tenant as a result of such casualty
subject to the rights therein of any mortgagee."
8
14. Article VIII is hereby amended by adding the following as new paragraph D
immediately after paragraph C:
T. A termination of either Lease #2529 or Lease #2636
because of a default by Lessor or a "Condemnation" as
provided in either Lease #2529 or Lease #2636."
15. Article IX, paragraph A, subparagraph 2, is amended by adding at the end
of said subparagraph as a continuation of the sentence, the phrase "other than because
of the destruction or the taking in whole or in part of the Leased Premises or the
improvements thereon."
16. Article IX, subparagraph A.5. is hereby amended by adding at the end of said
subparagraph 5, the following:
"Notwithstanding the above, Lessee may, after written notice
to City, by appropriate proceedings conducted promptly at
Lessee's expense, in Lessee's name, and/or wherever
necessary in City's name, contest in good faith the validity or
enforcement of any such law, ordinance, rule or regulation,
insofar as it relates to default under this lease, provided that
Lessee diligently prosecutes such contest to a final
determination by the authority having jurisdiction thereof."
17. Article IX, paragraph B is amended as follows: inserting in the first sentence
after the word "and" and before the word "if' the words "subject to any provision in this
lease excusing, allowing a delay or extending the time for performance by Lessee'; and
deleting in the first sentence the words "then and in such event Lessor shall have the right
at once and without further notice to Lessee" and substituting therefor the words "then an
'Event of Default' shall be deemed to have occurred and during the continuance of an
Event of Default Lessor shall have the right upon written three (3) day notice to Lessee,".
18. Article IX, paragraph C is amended by inserting the words "subject to any
provisions of this Lease excusing, allowing a delay of or extending the time for
performance by Lessee" after the words "if' and before the word "defaults" in the first
sentence of said paragraph C.
19. Article X, paragraph A,subparagraph 2. is amended by substituting the words
"Event of Default" for the word "default" in subparagraph 2 of paragraph A.
20. Article XV, paragraph D is hereby amended by inserting the words "subject
9
to the provisions hereof' after the word "and"and before the word "do" in the first sentence
of subparagraph D.
21. Article XVIII, paragraph A, subparagraph 2 is amended by deleting the word
"later" and substituting the word "earlier" therefor.
22. Article XVI I I, paragraph C, subparagraph 2 is amended by deleting the word
"substantial" as the sixth word of such subparagraph and substituting therefor the words
"less than a total"; and by deleting in the fifth sentence of said subparagraph 2,
subparagraph (b) in its entirety and substituting the following therefor:
"(b) there is not continuing an Event of Default solely
because of the failure of Lessee to make a payment to Lessor
at the time and in the amount required of Lessee under this
Agreement."
23. Article XIX, paragraph A is amended by deleting the words "BA Properties
I, Inc., 555 California Street, San Francisco, California 94104"and substituting thereforthe
following:
"Donald G. Abbey, AP-Palm Springs Airport LLC, c/o The
Abbey Company, 12383 Lewis Street, Suite 200, Garden
Grove, California 92840-4643 and notices to Bank of America,
N.A., shall be sufficient if personally delivered or sent by
registered mail, postage prepaid, addressed to 5 Park Plaza,
Suite 500, Irvine, California 92614, Attention: Loan
Administration Manager."
and by inserting at the end of said paragraph the following:
"Such notices shall be deemed effective on the third business
day after the date of mailing If served by mail or on the date of
personal service if such notice is personally served.
24. Article XIX is hereby amended by adding paragraphs J. and K as follows:
"J. Lessor and Lessee agree that they shall, at any time at
the request of the other promptly execute a memorandum or
short form of this lease, in recordable form, setting forth a
description of the leased premises, the term of this lease and
any other provisions herein,orthe substance thereof, as either
party desires. The cost of recording shall be paid by the
requesting party.
10
K. Lessor covenants and agrees that Lessee,upon paying
the rent and other charges herein provided and observing the
covenants,conditions and terms of this Lease on Lessee's part
to be kept or performed, shall lawfully and quietly hold, occupy,
and enjoy the leased premises during the term of this lease
without any hindrance or molestation by Lessor or any person
claiming under Lessor and Lessee shall have the right to use
in common with others the public facilities at the Palm Springs
Municipal Airport and shall have the right of ingress to and
egress from the leased premises and the public facilities for its
employees, visitors and customers."
Except as expressly amended by this Amendment, the Lease shall remain
unmodified and in full force and effect in accordance with its terms. If there are any
conflicts or inconsistencies between the terms of the Lease and this Amendment, this
Amendment shall control.
This Amendment may be executed in multiple counterparts each of which shall be
deemed an original and all of which together shall constitute one and the same original.
SIGNATURES ON NEXT PAGE
11
IN WITNESS WHEREOF, the parties hereto have executed this Assiut as
of the day and year first above written.
ATTEST: "City"
CITY OF PALM SPRINGS, a municipal
corporation
1 Clerk
By:
APPRO ED AS T,O FO M: It anager
City At orney W "Lessee"
AP-PALM SPRINGS AIRPORT LLC, a
Delaware limited liability company
APPROV/�I,r ��y TI CIF CHPI C0U N01
oY9 By: Abbey Properties LLC, a California
m " 2 � limited liability company
6c�ScI Its: Manager
By: o
Donald G,. Abbey
Its: Governing Member
palmspri ngs\fourthamend ment.2528.V2
12
r
EXHIBIT "A"
PARCEL l:
Lot 3 of Tract No. 14573 in the City of Palm Springs, County of
Riverside, State of California, as per map recorded in Boo':
109, Pages 97 and 98 of Tract Maps in the office of the County
Recorder of said county. ( 3 . 4 acres, more or less ) .
PARCEL 2 :
A nonexclusive easement for pedestrian ingress and egress, for
vehicular ingress and egress, and for the right to use
designated walkways, driveways and parking areas, as such
improvements exist from time to time, in Lots 1 and 2 of Tract
No. 14573, as per map recorded in Book 109, Pages 97 and 98 of
Tract Maps in the office of the County Recorder of Riverside
County, California, such easement to extend to Lessee, its
successors and assigns , Lessee' s subtenants, their licensees
and business invitees.
THE LEASEHOLD INTEREST BEING CONVEYED HEREIN IS SUBJECT TO:
A nonexclusive easement for pedestrian ingress and egress, for
vehicular ingress and egress, and for the right to use
designated walkways, driveways and parking areas, as such
improvements exist from time to time, such easement running in
favor of all persons with a real property and/or other
leasehold interest in Lots 1 and 2 of Tract No. 14573, their
licensees and business invitees.
2528
1 LESSOR'S ESTOPPEL CERTIFICATE
AP-Palm Springs Airport LLC
c/o The Abbey Company
12383 Lewis Street, Suite 200
Garden Grove, California 92840-4643
Attention: Donald G. Abbey
Re: Lease dated May 1, 1988 as amended by First Amendment to Lease
Agreement #2528, dated April 28, 1993, Second Amendment to Lease
Agreement#2528, dated October 21, 1993 and Third Amendment to Lease
Agreement #2528, dated December 15, 1993 (collectively the "Lease") by
and between the City of Palm Springs, California, a municipal corporation
("Landlord") and Helen Apostle as Trustee of the Survivor's Trust Created
under the Apostle Family Trust dated July 6, 1984, as amended ("Tenant")
as successor in interest to John Apostle and Helen Apostle, Trustees of the
Apostle Family Trust dated July 6, 1984, as amended, as successor in
interest to Peacock-Radaker Corporation, a California corporation, as
successor in interest to BA Properties I, Inc., a Delaware corporation
Ladies and Gentlemen:
The undersigned Landlord understands that AP-Palm Springs Airport LLC, a
Delaware limited liability company, or its assignee ("Buyer"), intends to acquire from
Tenant, all of Tenant's right, title and interest under the Lease, including, but not limited to,
Tenant's leasehold estate in the real property leased under the Lease (the "Premises").
Landlord understands that Bank of America ("Lender") intends to make a loan to the Buyer
in conjunction with Buyer's purchase of the Premises. The undersigned Landlord does
hereby certify to Buyer and to Lender, as follows:
1. A true and correct copy of the Lease is attached hereto as Exhibit "A".
Tenant presently is the "Tenant" as defined in the Lease and presently leases the
Premises.
2. During the term of the Lease, all buildings, structures and improvements
(collectively, the "Improvements") now existing or hereafter constructed on the Premises
shall remain vested in Tenant pursuant to terms of the Lease.
3. The Lease is in full force and effect and has not been modified,
supplemented, or amended, except by (i) First Amendment to Lease Agreement #2528
dated April 28, 1993, (ii)the Second Amendment to Lease#2528 dated October 21, 1993,
and (iii)Third Amendment to Lease Agreement#2528 dated December 15, 1993,true and
correct copies of which are attached to this Estoppel Certificate as part of Exhibit"A". The
r r •
Lease, as amended, constitutes the entire agreement between the Landlord and the
Tenant relating to the Premises and there are no other promises, agreements,
understandings, or commitments (oral or in writing) between Landlord and Tenant relating
to the Premises.
4. There are no defaults under the Lease or events which, with notice or the
passage of time, or both, would constitute a default in the performance of Tenant's
obligations under the Lease. Landlord has not given Tenant written notice of any dispute
between Landlord and Tenant or that Landlord considers Tenant in default under the
Lease. The Landlord is not in default in the performance of its obligations under the
Lease.
5. Tenant has not paid a security or other deposit with respect to the Lease.
6. The Effective Date of the Lease is May 1, 1988, and the term of the Lease
and the payment of rent commenced as of the Effective Date. All conditions to the
commencement of the term of the Lease as set forth in the Lease, have either been
satisfied or waived and there are no other conditions precedent to the effectiveness of the
Lease.
7. Tenant is obligated to pay rent to Landlord at the rate set forth in the Lease.
Tenant is current with respect to, and is paying fully the rent and other charges stipulated
in the Lease. The current monthly base rent under the Lease is $4,813.13. Tenant does
not pay Landlord percentage rent in the amount of ten percent (10%) and the percentage
rent breakpoint is when percentage rent exceeds base rent. Monthly rent is paid under the
Lease in advance. Tenant has fully paid the monthly rent for the month of October, 2000
in the amount of$4,813.13, which payment was due on October 1, 2000.
8. There is no outstanding balance due or owing for delinquent rent or deferred
rent, the obligation for which under the Lease has been fully paid by Tenant or otherwise
fully satisfied.
9. The Lease is scheduled to expire on October 31, 2037.
10. Landlord owns good and marketable fee title to the Premises, and no other
person or entity has any interest in the Premises and Landlord has not assigned all or a
portion of its interest in the Lease to any person or entity.
11. Landlord has not permitted a mortgage or deed of trust to be recorded
against Landlord's fee interest in the land demised by the Lease or its reversionary interest
in the Improvements.
-2-
Landlord acknowledges that each of Buyer and Lender is relying upon the
representations made in this Estoppel Certificate. This Estoppel Certificate shall be
binding upon and inure to the benefit of the successors and assigns of Landlord, Tenant,
Buyer, and Lender.
n Very truly yours,
vex CITY OF PALM SPRINGS,
y Clerk a municipal corporation
By:
[Print Name]: tom'• cx �. 1 `.e RA
[Print Title]: City Manager
Dated: 1 O — a"!;-- 2000 v
The foregoing is hereby approved as to form this
*""day.of o �" 2000.
By: s �✓'J
City Attorney.
U:\PALMSPRINGS\LANDLORDESTOPPEL252B.V2
-3-
r •
EXHIBIT "A"
PARCEL 1:
Lot 3 of Tract No. 14573 in the City of Palm Springs, County of
Riverside, State of California, as per map recorded in Book
109, Pages 97 and 98 of Tract Maps in the office of the County
Recorder of said county, ( 3 . 4 acres, more or less) .
PARCEL 2 :
A nonexclusive easement for pedestrian ingress and egress, for
vehicular ingress and egress, and for the right to use
designated walkways, driveways and parking areas, as such
improvements exist from time to time, in Lots 1 and 2 of Tract
No. 14573, as per map recorded in Book 109, Pages 97 and 98 of
Tract Maps in the office of the County Recorder of Riverside
County, California, such easement to extend to Lessee, its
successors and assigns , Lessee's subtenants , their licensees
and business invitees .
THE LEASEHOLD INTEREST BEING CONVEYED HEREIN IS SUBJECT TO:
A nonexclusive easement for pedestrian ingress and egress, for
vehicular ingress and egress, and for the right to use
designated walkways, driveways and parking areas, as such
improvements exist from time to time, such easement running in
favor of all persons with a real property and/or other
leasehold interest in Lots 1 and 2 of Tract No. 14573, their
licensees and business invitees .
2528
Doc u 2000-430791
10/31/2000 08:00A Fee:27.00
Page 1 of 8
0 rdin ) R e,j u e,s tfa� ta�f Recorded in Official Records
�., . .���,�j ioa County of Riverside
t 1TLE N.,�.)NIN y�� J Gary L. Ores
Assessor, County Clerk & Recorder
RECORD WHEN RECORDED MAILBTO:ND 1E1 11111111 111111111111 l 11111111
Donald G. Abbey -
AP-Palm Springs LLC M S U PIkGE SIZE DA PCOR NOCOR MF MISC
12383 Lewis Street
Suite 200 I
Garden Grove, California 92840 �y
A R L COPY LONG REFUND NOHG """E���%,,,AM_
tl
MEMORANDUM OF GROUND LEASEr—s. 0
This Memorandum of Ground Lease is dated as of OctoberD6.000 by and between THE
CITY OF PALM SPRINGS, CALIFORNIA,a municipal corporation(herein referred to as"Landlord")
and AP-PALM SPRINGSt-LC, a Delaware limited liability company, having its principal office at
12383 Lewis Street, Suite 200, Garden Grove, California 92840 (herein referred to as "Tenant").
*AIRPORT
WITNESSETH:
That in consideration of the rents, covenants and conditions more particularly set forth in
a certain Indenture of Lease Agreement No. 2528 dated May 1, 1988, between Landlord and B.A.
Properties I, Inc.,a Delaware corporation,as amended and assigned to Tenant by Assignment and
Assumption of Lease No. 2528 and Consent to Assignment entered by and among Helen Apostle,
Trustee of the Survivor's Trust created under the Apostle Family Trust dated July 6, 1984, as
amended, as Assignor, the Tenant as Assignee and the Landlord dated concurrently herewith(the
"Lease"), Landlord and Tenant do hereby covenant, promise and agree as follows:
1. Demised Premises. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord for the Lease term described below that certain parcel of land containing
approximately 3.4 acres(the"demised premises"),which demised premises are located in the City
of Palm Springs, California and are more particularly described on Exhibit A attached hereto.
2. Use of Demised Premises. The demised premises may be used for any lawful
permitted purpose as set forth in Article III of the Lease.
3. Term and Options to Extend.
(a) Initial Term. The Initial Term of the Lease commenced May 1, 1988 and
shall terminate on October 31, 2037.
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
E l��y _:k 4M 1
MEMORANDUM OF GROUND LEASE
This Memorandum of Ground Lease is dated as of OctoberckS 000 by and between THE
CITYOF PALM SPRINGS, CALIFORNIA,a municipal corporation(herein referred toas"Landlord")
and AP-PALM SPRINGS LLC, a Delaware limited liability company, having its principal office at
12383 Lewis Street, Suite 200, Garden Grove, California 92840 (herein referred to as "Tenant').
•
WITNESSETH:
That in consideration of the rents, covenants and conditions more particularly set forth in
a certain Indenture of Lease Agreement No. 2528 dated May 1, 1988, between Landlord and B.A.
Properties I, Inc., a Delaware corporation,as amended and assigned to Tenant by Assignment and
Assumption of Lease No. 2528 and Consent to Assignment entered by and among Helen Apostle,
Trustee of the Survivor's Trust created under the Apostle Family Trust dated July 6, 1984, as
amended, as Assignor,the Tenant as Assignee and the Landlord dated concurrently herewith (the
"Lease"), Landlord and Tenant do hereby covenant, promise and agree as follows:
1. Demised Premises. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord for the Lease term described below that certain parcel of land containing
approximately 3.4 acres (the"demised premises"),which demised premises are located in the City
of Palm Springs, California and are more particularly described on Exhibit A attached hereto.
2. Use of Demised Premises. The demised premises may be used for any lawful
permitted purpose as set forth in Article III of the Lease.
3. Term and Options to Extend.
(a) Initial Term. The Initial Term of the Lease commenced May 1, 1988 and
shall terminate on October 31, 2037.
(b) Option Periods. Tenant shall have two (2) successive options: the first for
• an additional ten (10)year period and the second for an additional eight (8) year period so
as to extend the term of the Lease for up to an additional period of eighteen (18)years each
such extended term to begin respectively upon the expiration of the Initial Term of the
Lease or the term of the Lease as extended and the same terms and conditions as set forth
in the Lease shall apply to each such extended term.
4. Effectiveness of Memorandum. The sole purpose of this instrument is to give
notice of the Lease and its terms, covenants and conditions to the same extent as if the Lease
were fully set forth herein. This Memorandum shall not modify in any manner the terms, conditions
or intent of the Lease and the parties agree that this Memorandum is not intended nor shall it be
used to interpret the Lease or determine the intent of the parties under the Lease.
SIGNATURES ON NEXT PAGE
PALMSPRINGS\MEMOGROUNDLEASE2528-1 2
• IN WITNESS WHEREOF,the parties have executed this agreement as of the day and year
first above written.
ST: "City"
CITY OF PALM SPRINGS, a municipal
corporation
ity Clerk
By.
APPROVED AS TO FORM: Manager
c` "Lessee"
City Attorney
AP-PALM SPRINGS AIRPORT LLC, a
Delaware limited liability company
By: Abbey Properties LLC, a California
limited liabi ity-co-rnpany
Its: Man
B
onald G. bey
C =
Its: Governing tuber
•
PALMSPRINGS\MEMOGROUNDLEASE2528-1 3
State of California )
7 ) SS.
County of
On lJC�v ��t: >/� 2000 before me, ,��1� �1^r� 1 ✓9 rlG'1. , a Notary Public
in and for said State, personally appeared ./jonr,--;Id 6.1 . M)AC vi personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person(s)whose names)
islar-e subscribed to the within instrument and acknowledged to me that he/she/ttley executed the
same in his/herAheir authorized capacity(ies), and that by his/her/their- signatures) on the
instrument the person(s); or the entity on behalf of which the person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
ANDREA RHOD6�+ Fr
Commission# 1197615 `
Notary Public-California
Signature { /GG LaL ® 1.,..L����J' (Seal) ZQMyComm.bPkes0ct30,2002
ponyeCounty [>
•
State of California )
SS.
County of )
On 2000 before me, a Notary Public
in and for said State, personally appeared personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person(s)whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity on behalf of which the person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
Signature (Seal)
• EXHIBIT A
Leqal Description of Demised Premises
(Attached)
0
• EXHIBIT "A"
•
PARCEL 1:
Lot 3 of Tract No. 14573 in the City of Palm Springs , County of
Riverside, State of California, as per map recorded in Book
109, Pages 97 and 98 of Tract Maps in the office of the County
Recorder of said county. ( 3 . 4 acres, more or less ) .
PARCEL 2 : 11
A nonexclusive easement for pedestrian ingress and egress, for
vehicular ingress and egress, and for the right to use
designated walkways, driveways and parking areas, as such
improvements exist from time to time, in Lots 1 and 2 of Tract
No. 14573, as per map recorded in Book 109, Pages 97 and 98 of
Tract Maps in the office of the County Recorder of Riverside
County, California, such easement to extend to Lessee, its
successors and assigns, Lessee 's subtenants, their licensees
and business invitees.
THE LEASEHOLD INTEREST BEING CONVEYED HEREIN IS SUBJECT TO:
A nonexclusive easement for pedestrian ingress and egress, for
vehicular ingress and egress, and for the right to use
designated walkways, driveways and parking areas, as such
improvements exist from time to time, such easement running in
favor of all persons with a real property and/or other
leasehold interest in Lots I and 2 of Tract No. 14573, their
licensees and business invitees .
2528
DOC 2000-430785
• 1�ze00 08:00R Fee:42.00
Page 1 of 9
Recorded in Official Records
County of Riverside
Gary L. Orso
Recording Pioquested ay Assessor, County Clerk 1, Recorder
CHICAGO TITLE RECORDING REQUESTED BY AND WHIEN IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII '
RECORDED MAIL TO: 1
David J. Gullen, Esq. M S U PAGE SIZE OA POOR NOCOR SMF MISG
The Abbey Company
12383 Lewis Street, suite 200
Garden Grove, California 92840 I I F
A R L COPY LONG REFUND NORD E%
SPACE ABOVE THIS LINE FOR RECORDER'S USE
PTT- IGx f1 Id 0n llo -etllvh 5 Xeeo
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT NO. 2528
AND CONSENT TO ASSIGNMENTC
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND CONSENT TC a
ASSIGNMENT ("Assignment") is dated thisaS�Iday of October, 2000 ("Effective Date") a a
by and between the CITY OF PALM SPRINGS ("City" or "Lessor"), HELEN APOSTLE c v c
TRUSTEE OF THE SURVIVOR'S TRUST CREATED UNDER THE APOSTLE FAMILY
TRUST DATED JULY 6, 1984, AS AMENDED ("Assignor"), and AP PALM SPRINGS
AIRPORT, LLC, a Delaware limited liability company, a wholly-owned subsidiary of The a N y m
gC b0NO
Abbey Company, a California corporation ("Assignee") with reference to the following facts y o 4 N c
N d H ft N
and purposes: a y I
RECITALS � Cq Cdrs� M
NU1I F410
A. City entered into that certain Indenture of Lease Agreement No. 2528, dated -e Ua
May 1, 1988, as amended by the First Amendment to Lease Agreement#2528,dated April — -- -
28, 1993, Second Amendment to Lease Agreement #2528, dated October 21, 1993 and
Third Amendment to Lease Agreement#2528, dated December 15, 1993 (collectively the
"Lease") covering a portion of those certain premises particularly described at Exhibit "A"
attached hereto and incorporated herein by reference (the "Premises").
B. The Lease was duly assigned to Assignor, which assignment was recorded
on October 16, 1998 in the Official Records of Riverside County, California as Instrument
No. 449221.
C. Assignor wishes to assign the Lease, and Assignee wishes to accept such
assignment pursuant to the terms of the Assignment.
D. Assignor and Assignee desire to obtain the City's specific consent to the
assignment of the Lease, and City wishes to consent to the assignment of the Lease
pursuant to the terms of this Assignment.
1
RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:
David J. Gullen, Esq.
The Abbey Company
12383 Lewis Street, suite 200
Garden Grove, California 92840
SPACE ABOVE THIS LINE FOR RECORDER'S USE
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT NO. 2528
AND CONSENT TO ASSIGNMENT
THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND CONSENT TO
ASSIGNMENT ("Assignment") is dated this.X day of October, 2000 ("Effective Date"),
by and between the CITY OF PALM SPRINGS ("City" or "Lessor"), HELEN APOSTLE,
TRUSTEE OF THE SURVIVOR'S TRUST CREATED UNDER THE APOSTLE FAMILY
TRUST DATED JULY 6, 1984, AS AMENDED ("Assignor"), and AP-PALM SPRINGS
AIRPORT, LLC, a Delaware limited liability company, a wholly-owned subsidiary of The
Abbey Company, a California corporation ("Assignee") with reference to the following facts
and purposes:
RECITALS
A. City entered into that certain Indenture of Lease Agreement No. 2528, dated
May 1, 1988, as amended by the First Amendment to Lease Agreement#2528, dated April
28, 1993, Second Amendment to Lease Agreement #2528, dated October 21, 1993 and
Third Amendment to Lease Agreement#2528, dated December 15, 1993 (collectively the
"Lease") covering a portion of those certain premises particularly described at Exhibit "A"
attached hereto and incorporated herein by reference (the "Premises").
B. The Lease was duly assigned to Assignor, which assignment was recorded
on October 16, 1998 in the Official Records of Riverside County, California as Instrument
No. 449221.
C. Assignor wishes to assign the Lease, and Assignee wishes to accept such
assignment pursuant to the terms of the Assignment.
D. Assignor and Assignee desire to obtain the City's specific consent to the
assignment of the Lease, and City wishes to consent to the assignment of the Lease
pursuant to the terms of this Assignment.
1
E. Concurrently herewith the City, Assignor and Assignee entered into that
certain Assignment and Assumption of Lease Agreement No. 2529 and Consent to
Assignment, whereby Assignor assigned to Assignee and Assignee accepted such
assignment of all rights, title and interest in that certain Indenture of Lease Agreement
dated May 1, 1988 entered into by the City, as amended by the First Amendment to Lease
Agreement #2529 dated April 28, 1993, the Second Amendment to Lease Agreement
#2529 entered into October 21, 1993, and Third Amendment to Lease Agreement#2529
entered 15th day of December 1993 (collectively "Lease #2529").
F. Concurrently herewith the City, Assignor and Assignee entered into that
certain Assignment and Assumption of Lease Agreement No. 2636 and Consent to
Assignment, whereby Assignor assigned to Assignee and Assignee accepted such
assignment of all rights, title and interest in that certain Indenture of Lease Agreement
dated November 3, 1988 entered into by the City, as amended by Amendment No. 1 to
Indenture of Lease Agreement#2636 dated January 2, 1991, the Second Amendment to
Lease Agreement #2636, entered October 21, 1993, and Third Amendment to Lease
Agreement#2636 entered 15th day of December 1993 (collectively "Lease #2636).
G. Concurrently herewith Lessor and Lessee are entering into a Fourth
Amendment to the Lease, a Fourth Amendment to Lease#2529 and a Fourth Amendment
to Lease #2636 providing similar amendments to each of said leases (collectively the
"Amendments").
H. The Assignment and Assumption of Lease and Consent to Assignment for
each of Lease #2529 and Lease #2636 are collectively referred to herein as the
"Assignment Agreements".
I. In consideration for the City's execution of the Assignment Agreements and
this Assignment, and the Amendments,Assignee wishes to pay and City wishes to accept
a total of two hundred seventy-five thousand dollars ($275,000), the future value of which
the City and Assignee hereby acknowledge represents a reasonable estimate of market
value increases of the rental rate for the Lease, Lease #2529 and Lease #2636
collectively.
J. The parties wish to assign the Lease pursuant to the terms of this
Assignment.
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto
and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, City, Assignor and Assignee agree as follows:
1. Assignment. Assignor does hereby assign to Assignee all of its rights, title
and interest in the Lease as of the Effective Date, as defined above, subject to the terms
and conditions herein contained.
2
2. Acceptance of Assignment. Assignee does hereby accept such assignment
on the terms and conditions herein contained and agrees to timely keep, perform and
discharge all of the obligations as the Lessee under the Lease that accrue from and after
the Effective Date hereof.
3. Pavment to City. Concurrently with the execution of this Assignment and the
Assignment Agreements, Assignee shall pay to City the sum of Two Hundred Seventy-
Five Thousand and 00/100 Dollars ($275,000.00) as consideration for City's acceptance
of this Assignment, the Assignment Agreements, and the Amendments. Such payment
shall be made either by wire transfer in a form acceptable to City's Finance Director, or
certified check to the City on or prior to the Effective Date.
4. Release of Liability. Upon the Effective Date,City agrees to release Assignor
from all obligations and liability under the Lease accruing from and after the Effective Date.
City reserves its rights to proceed against Assignor for all obligations under the Lease
accruing prior to the Effective Date. City agrees that Assignee shall have no obligation or
liability for any obligations of Assignor under the Lease accruing priorto the Effective Date.
5. City's Consent. City hereby consents to the assignment of the Assignor by
Lessee to Assignee subject to the terms and provisions of this Assignment. The parties
hereto agree that City's consent to this assignment shall not constitute a waiver of the right
of City to approve any further assignment, subletting orothertransfer pursuant to the terms
of the Lease.
6. Counterparts. This Assignment may be executed in one or more
counterparts, all of which taken together shall constitute one instrument as though all
signatures appear thereon.
7. Attornevs' Fees. If any party commences an action against any of the parties
arising out of or in connection with this Assignment, the prevailing party or parties shall be
entitled to recover from the losing party or parties reasonable attorneys' fees, expert
witness fees and all other costs of suit.
8. Due Execution. The person(s) executing this Assignment on behalf of the
parties hereto warrant that (i) such party has the legal right, power and authority to enter
this Assignment and, if applicable, is duly organized and existing, (ii) they are duly
authorized and have the legal right, power and actual authority to execute and deliver this
Assignment on behalf of said party, (iii) by so executing this Assignment, such party is
formally bound to the provisions of this Assignment, (iv) the entering into this Assignment
does not violate any provision of any other agreement to which said party is bound and (v)
the consent of any trustee, trustor, judicial or administrative body, or governmental
authority, or other party required for such person executing this Assignment or the party
to be bound hereby has been obtained.
3
9. Integration; Amendments. This Assignment contains all of the agreements
of the parties and cannot be modified, terminated or rescinded, in whole or in part, unless
written and signed by authorized representatives of the parties hereto. No prior oral or
written understanding shall be of any force with respect to those matters covered in this
Assignment.
10. Governing Law. This Assignment and all matters pertaining thereto shall be
construed according to the laws of the State of California.
11. Brokerage Commissions. Each party agrees to indemnify and hold the other
harmless from and against all liabilities, costs, damages, and expenses, including,without
limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon
agreements by it, if any, to pay a broker's commission and/or finder's fee.
12. Full Force and Effect. The parties agree that their respective rights and
obligations under this Assignment are conditioned upon the concurrent full execution and
delivery of the Assignment Agreements and Amendments and that without such execution
and delivery, this Assignment shall be null and void and of no force nor effect. The parties
further agree that, except as specifically provided in this Assignment and the Amendments,
the terms of the Lease shall remain unchanged and in full force and effect.
13. Recordinq. This Assignment shall be recorded in the Official Records of
Riverside County, California.
SIGNATURES ON FOLLOWING PAGE
4
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the day and year first above written.
ATTEST: "City"
CITY OF PALM SPRINGS, a municipal
corporation
City Clerk
APPROVED AS TO FORM: " manager
ity F�torney
"Assignor"
HELEN APOSTLE, TRUSTEE OF THE
SURVIVOR'S TRUST CREATED UNDER
APPVt, 1VrK� 8YTHF. CITY COUNCII. THE APOSTLE FAMILY TRUST, DATED
ttr jy{(�pC�1CD JULY 6, 1984, AS AMENDED.
i� By:
Its:
"Assignee"
AP-PALM SPRINGS AIRPORT LLC, a
Delaware limited liability company
By: Abbey Properties LLC, a California
limited lia mpany
Its: M a
By:
dG. A ey
Its: Governing Member
palmsprings\assignment no.2528
5
• i
;EXHIBIT "A"
PARCEL 1•
Lot 3 of Tract No. 14573 in 'the City of Palm Springs, County of
Riverside, State of California, as per map recorded in Book
109, Pages 97 and 98 of Tract Maps in the office of the County
Recorder of said county. ( 3 . 4 acres, more or less ) .
PARCEL 2 : ,
A nonexclusive easement for pedestrian ingress and egress, for
vehicular ingress and egress , and for the right to use
designated walkways, driveways and parking areas, as such
improvements exist from time to time, in Lots 1 and 2 of Tract
No. 14573, as per map recorded in Book 109, Pages 97 and 98 of
Tract Maps in the office of the County Recorder of Riverside
County, California, such easement to extend to Lessee, its
successors and assigns, Lessee 's subtenants, their licensees
and business invitees.
THE LEASEHOLD INTEREST BEING CONVEYED HEREIN IS SUBJECT TO:
A nonexclusive easement for pedestrian ingress and egress, for
vehicular ingress and egress, and for the right to use
designated walkways, driveways and parking areas, as such
improvements exist from time to time, such easement running in
favor of all persons with a real property and/or other
leasehold interest in Lots 1 and 2 of Tract No. 14573, their
licensees and business invitees.
2528
449221
3=
RECEIVED FOR RECOI 0 m o
RECORDING REQUESTED BY AND ) AT 8:00AM O'CLOCK 4� 0
When Recorded Mail To: )
OCT 16 1998
is;p Recorded In Official Records w rn i
u 6:
CNN �nt ti;,P`1 ) of Riverside County,California
Record r �I— rc o
c> n H �
PALM 8l797 3Sy A h > s C
1 c 0 W M
(Space Above Provided for Recorder) ° s a� �
a > co 0
xU)<c
ASSIGNMENT OF LEASE
MWYAI)a. 4 dmau
The undersigned HELEN APOSTLE, as Successor Trustee of the APOSTLE FAMILY 'f
TRUST dated July 6, 1984, as amended, established by JOHN APOSTLE and HELEN APOSTLE
as Trustors ("Assignor"), hereby transfers and assigns to HELEN APOSTLE, as Trustee of the
SURVIVOR'S TRUST created under the APOSTLE FAMILY TRUST dated July 6, 1984, as
amended ("Assignee"), without recourse, all right, title and interest of Assignor as lessee under that
certain Indenture of Lease Agreement No. 2528 ("Lease"), dated May 1, 1988, and recorded May
17, 1988, as Instrument No. 130754 of the Official Records of Riverside County, by and between
the City of Palm Springs as lessor and BA Properties, I, Inc., as lessee (the "Original Lessee").
The interest of the Original Lessee was assigned by the Original Lessee to Peacock Financial
Corporation, formerly known as The Peacock-Radaker Corporation, a California corporation
("Peacock Financial") by written assignment dated October 19, 1988 and the interest of Peacock
Financial was subsequently assigned to Assignor by Assignment of Lease dated October 21, 1993
and recorded on December 27, 1993 as Instrument No. 514486 in Official Records of Riverside
County, California. Assignor hereby further assigns to Assignee all buildings and other
improvements on said premises, if any.
The Lease pertains to the premises legally described in Exhibit "A" attached hereto and incorporated
herein by this reference and commonly known as 275 N. El Cielo, Pahn Springs, California
Dated: 1996 0
HELEN APO�TLE, Successor Trustee
EsrA:8644_110911 A5329.00002
449221
ACCEPTANCE
The undersigned, as Trustee of the SURVIVOR'S TRUST created under the APOSTLE
FAMILY TRUST dated July 6, 1984, as amended, and the Assignee named in the foregoing
assignment, hereby accepts said assignment and agrees to keep, perform and be bound by all of the
terms, covenants, and conditions contained in said lease on the part of the lessee therein to be kept
and performed, to all intents and purposes as though the undersigned Assignee were the Original
Lessee thereunder and hereby assumes and agrees to pay and perform all obligations described in
said Assignment.
Dated: t 1996
ELEN APO TLE, Trustee of the
SURVIVOR'S TRUST created under the
APOSTLE FAMILY TRUST
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On 919 , 1996, before me,/99, v,E 'e — Notary Public,
personally appeared HELEN APOSTLE, [ ] personally Frown to me -OR- proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that she executed the same in her authorized capacities, and that by her
signature on the instrument the person, or the entity upon behalf of which the person acted, executed
the instrument.
Witness my hand and official seal.
MARJOPoE A.PENNYryl,
COMM, 1012812 t,
pe Not Puulc—California F ,
LOS ANGELES COUITY
�My Comm.Expires JAN 2. 1998 1 (Signature of Notaq)
Capacity claimed by signers: Successor Trustee of the APOSTLE FAMILY TRUST and Trustee
of the SURVIVOR'S TRUST created under the APOSTLE FAMILY TRUST
IL9611
esTA:8644_110911 A5329.00002 2
EXHIBIT "A"
LEGAL DESCRIPTION p
(275 N. El Cielo, Palm Springs, California)
'4
A leasehold interest as Lessee in the following described property:
Parcel 1:
Lot 3 of Tract 14573 in the City of Palm Springs, County of Riverside, State of California, as
per map recorded in Book 109, Pages 97 and 98 of Tract Maps in the Office of the County
Recorder of said county.
Parcel 2:
A nonexclusive easement for pedestrian ingress and egress, for vehicular ingress and egress, and
for the right to use designated walkways, driveways and parking areas, as such improvements
exist from time to time, in Lots 1 and 2 of Tract No. 14573, as per map recorded in Book 109,
Pages 97 and 98 of Tract Maps in the Office of the County Recorder Riverside County,
California, such easement to extend to Lessee, its successors and assigns, Lessee's subtenants,
their licensees and business invitees.
Subject to:
A nonexclusive easement for pedestrian ingress and egress, for vehicular ingress and egress, and
for the right to use designated walkways, driveways and parking areas, as such improvements
exist from time to time, such easement running in favor of all persons with a real property and/or
other leasehold interest in Lots 1 and 2 of said Tract 14573, their licensees and business invitees.
csrA:8644_110911 A5329.00002 3
CONSENT
The undersigned, CITY OF PALM SPRINGS, lessor named in the Lease referred to in the
foregoing Assignment, hereby consents to the same without, however, waiving the restrictions of said
Lease with respect to future Assignments thereunder, and hereby releases said APOSTLE FAMILY
TRUST, the lessee named in the Assignment of said Lease, from any and all further obligations
thereunder, and hereby accepts said Assignee, HELEN APOSTLE, Trustee of the SURVIVOR'S TRUST
created under the APOSTLE FAMILY TRUST dated July 6, 1984, as amended, as lessee under said Lease
to all intents and purposes as though said Assignee were the Original Lessee thereunder.
j.�
Dated: AN -� , 1998 CIT OF PALM SPRINGS
By:
Cit Manager
By: /�� — 6
C 'fy Clerk
STATE OF CALIFORNIA )
ss.
COUNTY OF RIVERSIDE )
On _-/S O]57 d' , 1998, before me, Notary Public,
personally appeared % ���,h z ,���* j„��«� personally known to me-=9R--E-]-
proved-to-me-on-the basis-of-satisfactoiy_evidence�to be the personos hose name(q is�a—g�subscribed to
the within instrument and acknowledged to me that he/she executed the same in his/hex tFi6'�
authorized capaci Ve , and that b his/her ei ignature s on the instrument the person as i or the entity
upon behalf of which the person(bacted, executed the instrument.
Witness my hand and official seal. J
NE
!! EU NAM,. ;.10v= t3 L
a CONIM.,'t IUC;,ST (Signature of Notary)
Nota P�i;;lic—Cclifornia ti I:I\'E Ps D CJU F PJiY
My Com J�
m.Guo'res PLB 9.1999
^'�3, �x �s e.'-��7�.
John & Helen Apostle
Peacock-Radaker-BA Propertis
3rd Amend to Lease Agr
r AGREEMENT #2528
THIRD AMENDMENT TO LEASE AGREEMENT R18260, 12-15-93
THIS THIRD AMENDMENT TO LEASE AGREEMENT ("Amendment") is
entered into this L day of December, 1993 by and between the CITY
OF PALM SPRINGS, a municipal corporation ("Landlord") , and JOHN
APOSTLE and HELEN APOSTLE, as trustees of The Apostle Family Trust,
dated July 6, 1984 ("Tenant") .
R E C I T A L S
A. Landlord and BA Properties I, Inc. , a Delaware
corporation ("BA") , entered into that certain Indenture of Lease
Agreement No. 2528 dated May 1, 1988 ("Original Lease") pursuant to
which Landlord leased to BA certain real property more particularly
described therein upon the terms and conditions set forth therein.
B. BA assigned its interest under the Original Lease to
Peacock-Radaker Income & Opportunity Fund, Ltd. ("Peacock") and
Peacock assumed BA's obligations thereunder pursuant to the terms
of that certain Leasehold Interest Assignment and Assumption
Agreement dated December 2, 1992 .
C. Landlord and Peacock amended the Original Lease pursuant
to that certain First Amendment to Lease Agreement #2528 dated
April 28, 1993 ("First Amendment") pursuant to which Landlord
agreed to defer and amortize certain rental increases upon terms
and conditions more particularly set forth therein.
D. Prior to the execution of this Amendment, Peacock has
assigned its interest under the Original Lease as amended by the
First Amendment to Tenant and Tenant has assumed Peacock's
obligations thereunder.
E. Prior to the execution of this Amendment, Landlord and
Tenant entered into that certain Second Amendment to Lease
Agreement #2528 dated October )I , 1993 ("Second Amendment") .
F. Landlord and Tenant desire to amend the terms of the
Original Lease as more particularly set forth herein. The Original
Lease as amended by the First Amendment, the Second Amendment and
this Amendment shall hereinafter be referred to as the "Lease" .
G. Any capitalized terms not defined herein shall have the
meanings ascribed to them in the Original Lease.
NOW, THEREFORE, the parties hereto agree as follows:
1. Minimum Capitalization. Tenant agrees to maintain a net
worth (in 1993 dollars) of not less than ONE HUNDRED TWENTY
PS21383\0I4084-0014\2076669.1 12/15/93
r
THOUSAND DOLLARS ($120, 000. 00) during the term of this Lease. On
or before each anniversary of the Commencement Date, Tenant shall
deliver to Landlord current financial statement(s) prepared by a
certified public accountant certified to have been prepared in
accordance with reasonable accounting procedures, consistently
applied, which reflect the financial condition of Tenant on the
date of such financial statement, which financial statement(s)
shall demonstrate that Tenant has the minimum net worth set forth
above.
2. Termination of Amendment. If Tenant assigns this Lease
in compliance with all of the terms and conditions of this Lease,
then the terms and conditions of this Amendment shall automatically
terminate.
3 . Full Force and Effect. Except as set forth herein, the
Original Lease, as modified by the First Amendment and the Second
Amendment, shall remain unmodified and in full force and effect.
IN WITNESS WHEREOF, this Second Amendment to Lease Agreement
was executed as of the date first written above.
ATTEST: CITY OFWr
S,
a mu ' cipat' n
By:(, ' k By:
Cit-y' Clerk Ci y a
APPROVED AS TO FORM:
RUTAN & TUCKER
David J, /Aleshire
City Attorney
JOHN APOSTLE, as trustee of The
Apostle Family Trust, dated July 6,
1984
ELEN APOST , as trustee of The
Apostle Fa ly Trust, dated July 6,
1984
FS2083\014084-0014\207W9.1 12/15/93 —2— APf PeOVED NY THE CITY COUNCIL
BYP S. NO. �f��l �� 711�S-/�
Peacock-Radaker - Ament #2
- STLE, John & Helen trustees
fstle Family Trust
AGREEMENT #2528
R18232, 11-17-93
-}p`cY).=9,.;_; SECOND AMENDMENT TO LEASE AGREEMENT #2528 - -- - --
THIS SECOND\A16NDMENT 'TO LEASE AGREEMENT ( "Amendment" ) is
entered into thisJ' 'c�ay of_No-,,,,er, 1993 by and between the CITY
OF PALM SPRINGS, a municipaf corporation ( "Landlord" ) , and JOHN
APOSTLE AND HELEN APOSTLE, trustees of the Apostle Family Trust,
dated July G, 1984 ( "Tenant" ) ,
R E C I T A L S
A. Landlord and BA Properties I, Inc . , a Delaware
corporation ( "BA") , entered into that certain Indenture of Lease
Agreement No. 2528 dated May 1, 1988 ( "Original Lease" ) pursuant to
which Landlord leased to BA certain real property more particularly
described therein upon the terms and conditions set forth therein.
B . BA assigned its interest under the Original Lease to
Peacock-Radaker Income & Opportunity Fund, Ltd. ( "Peacock") and
Peacock assumed BA' s obligations thereunder pursuant to the terms
of that certain Leasehold Interest Assignment and Assumption
Agreement dated December 2, 1992 .
C. Landlord and Peacock amended the Original Lease pursuant
to that certain First Amendment to Lease Agreement #2528 dated
April 28 , 1993 ( "First Amendment" ) pursuant to which Landlord
agreed to defer and amortize certain rental increases upon terms
and conditions more particularly set forth therein.
D. Concurrently with the execution of this Amendment,
Peacock has assigned its interest under the Original Lease as
amended by the First Amendment to Tenant and Tenant has assumed
Peacock' s obligations thereunder pursuant to the terms of that
certain ra S t a r, dated -November 2•p 1993 .
E. Landlord and Tenant desire to amend the terms of the
Original Lease as more particularly set forth herein. The Original
Lease as amended by the First Amendment and this Amendment shall
hereinafter be referred to as the "Lease" .
F. Any capitalized terms not defined herein shall have the
meanings ascribed to them in the Original Lease and/or the First
Amendment .
NOW, THEREFORE, the parties hereto agree as follows :
1 . First Amendment Deferred Rent . Landlord and Tenant-
hereby acknowledge that Tenant shall pay Landlord the sum of One
Hundred Twenty-One and 88/100ths Dollars ($121 . 88) on the first day
of each month, commencing November 1, 1993 and ending October 1,
2003 for the deferred rent specified in Section 1 of the First
Amendment .
2 . Delinquent Rent . The following shall be added as Section
G of Article VI of the Lease :
"G. Landlord and Tenant hereby acknowledge that
Peacock failed to pay monthly rent and late charges owing
under the Lease for the months of June through October,
1993 in the total amount of Nineteen Thousand Four
Hundred Seventy-Nine Dollars ($19, 479 . 00) ( "Delinquent
Rent" ) . Tenant agrees to pay to Landlord, in addition to
the rent owing under the Original Lease and the deferred
rent referred to in Section 1 above, the Delinquent Rent .
The Delinquent Rent shall be repaid over the period
commencing November 1, 1993 and ending October 1, 2003 ,
FS1\383\014084-0014\58583.2 11/19/93
with interest at the rate of six percent (6e) per annum
commencing November 1, 1993 . The parties hereby agree
that said monthly payments shall be equal to Two Hundred
Sixteen and 26/100ths Dollars ($216 . 26) .
3 . Default . The following shall be added as subsection 6 of
Section A of Article IX of the Lease:
"6 . Tenant shall have committed a default under the
terms of that certain Lease Agreement #2829 dated May 1,
1988 between Landlord and BA, as amended from time to
time, or under that certain Indenture of Lease Agreement
#2636 dated November 3 , 1988 between Landlord and
Peacock-Radaker Corporation, as amended from time to
time . "
4 . Effectiveness . The effectiveness of this Amendment is
expressly conditioned upon obtaining the consent of TOPA Thrift and
Loan to the terms of this Amendment and the Assignment of the Lease
to Tenant .
5 . Full Force and Effect . Except as set forth herein, the
Original Lease, as modified by the First Amendment, shall remain
unmodified and in full force and effect .
IN WITNESS WHEREOF, this Second Amendment to Lease Agreement
was executed as of the date first written above .
ATTEST: CITY OF PALM SPRINGS,
a municipal corporation
BY -. _ - By: S�
C3.t'y Clerk ity Manager
APPROVED AS TO FORM:
R�UT)AN & TUCKER
//t • ,9
David J. A eshire
City Atto ey //
,JD N APOSTL , TRUSTEE
�&,aa zo�z�
H.A. APOST TRUSTEE
F51\303\014004-0014\58583.2 11/18/93 -2-
CONSENT OF LENDER
The undersigned, the holder of a leasehold deed of trust
encumbering the premises referred to in the amendment to which this
consent is attached, hereby consents to the terms and conditions of
said lease amendment.
TOPA THRIFT AND LOAN
By: Robert W. 6 aves
Its: Senior vice President
PS U831014084.0014158585.2 09/28/93 -3-
l':) 4i °JOclirnent Rey orded
When recorded mail to:
ha,{i Il•:)I been comp@ CI C;
E. ,.`,Vie a:. �is_.IF.i•. E: _ ,
JOHN APOSTLE AND HELEN APOSTLE County Flecoi-der
835 Rancho Drive
Long Beach, California 90815 RIVERS UE COURiTY, GALIP0FNg1A
Peacock-Radaker - Assign Lse
APOSTLE, John & Helen trustees
ASSIGNMENT OF LEASE Apostle Family Trust
(275 N. E1 Cielo) AGREEMENT #2528
R18232, 11-17-93
IN CONSIDERATION of the assumption of the Lease (described
below) by JOHN APOSTLE AND HELEN APOSTLE, TRUSTEES OF THE APOSTLE
FAMILY TRUST, DATED JULY 6, 1984 , as stated below, and for other
good and valuable consideration received, and which is hereby
acknowledged, PEACOCK FINANCIAL CORPORATION, formerly known as
THE PEACOCK-RADAKER CORPORATION, a California corporation
("Assignor") , hereby assigns to JOHN APOSTLE AND HELEN APOSTLE,
TRUSTEES OF THE APOSTLE FAMILY TRUST, DATED JULY 6, 1984 , with an
address of 835 Rancho Drive, Long Beach, California 90815
("Assignee") , all of its right, title, and interest as lessee
under that certain Indenture of Lease Agreement No. 2528
("Lease") , dated May 1, 1988 , and recorded May 17 , 1988, as
Instrument No. 130754 of the Official Records of Riverside
County, by and between the CITY OF PALM SPRINGS as Lessor and
BA PROPERTIES, I, INC. , as lessee. The Lease was assigned by
BA PROPERTIES, INC. , to Assignor by written assignment dated
October 19, 1988 . The Lease pertains to the premises generally
described as Lot 3 of Tract 14573 located in the City of Palm
Springs, Riverside County, California.
Effective Date: October 21 1993 .
LESSEE:
PEACOCK FINANCIAL CORPORATION,
formerly known as THE PEACOCK-
RADAKER CORPORATION,
a California corporation
/�
By: /1_sr 'ti r. Lca�
Steven R. Peacock
President
1
CONSENT TO ENCUMBRANCE
THIS CONSENT is made as of this day of ( 1990, by
and between the CITY OF PALM SPRINGS, whose principal place of business
is 1.200 East Tahquitz-McCallum Way, Palm Springs, California, 92262
(hereinafter called "Lessor") , and THE PEACOCK-RADAKER CORPORATION,
INC. , a California corporation, whose principal plane of business is
1655 East Sixth Street, Suite A4a, Corona, California, 91719
(hereinafter called "Lessee").
W I T N E S S E T H:
WHEREAS, Lessee has entered into lease agreement #2529 with Lessor
(the "Lease") , effective May 1, 1988, which Lease covers certain
premises at 255 North El Cielo Road, City of Palm Springs, County of
Riverside, State of California (the "Premises") , and more particularly
described as Exhibit "A" attached hereto and incorporated herein; and
WHEREAS, Lessee has entered into lease agreement #2528 with Lessor
(the "Lease"), effective May 1, 1988, which Lease covers certain
premises at 275 North E1 Cielo Road, City of Palm Springs, County of
Riverside, State of California (the "Premises), and more particularly
described as Exhibit "B" attached hereto and incorporated herein; and
WHEREAS, Tops, Thrift and Loan Association, a California
corporation ("Lender") has agreed to make a loan (the "Loan") to Lessee
in the amount of Three Million Three Hundred Thousand Dollars
($3,300,000) and secured by a Deed of Trust and Assignment of Rents and
Security Agreement ("Deed of Trust") covering Lessee's leasehold
interest in the Leases, the purpose of which shall be used to retire the
current existing encumbrances, provided, however, that Lessor enters
into this Consent to Encumbrance; and
WHEREAS, the Leases require Lessor's consent to certain
encumbrances;
1
NOW, THEREFORE, in consideration of the promises and mutual
covenant hereinafter contained, the parties hereto mutually covenant and
agree, for the benefit of Lender, its successors and assigns as follows:
I. Lessor, upon providing Lessee with any notice of (i) default
under the Leases, (ii) a termination of the Leases, or (iii) a
matter of which Lessor may predicate or claim a default, shall
at the same time provide a copy of such notice to Lender.
Such notice by Lessor to Lessee shall be deemed to have been
given Lender by Lessor depositing a copy thereof in the United
States Mail, postage prepaid. In the event that Lessee shall
fail to cure a default within the time period prescribed by
the Lease, Lessor shall give written notice to Lender of such
failure to cure. Lessor shall not terminate the Lease by
reason of such default of Lessee if Lender shall:
(a) Cure such default within ninety (90) days after service of
Lender of written notice from Lessor of (i) Lessee's
failure to cure the default within the time period
prescribed by the Lease and (ii) Lessor's intention to
terminate the Lease; or
(b) Undertake, in writing, on or before the expiration of said
ninety (90) days to perform all of the covenants of the
Lease capable of performance by Lender. In the event such
default is not susceptible of being cured by Lender, such
default shall be deemed cured if Lender shall proceed in
good faith in a timely and diligent manner to accomplish
the foreclosure of Lessee's interest.
Lender may enforce the Deed of Trust and acquire title to
the leasehold estate in any lawful manner and, pending
foreclosure of the Deed of Trust, may take possession of
and rent the Premises and, upon foreclosure of the Deed of
Trust, may, without further consent of Lessor, sell,
transfer or assign the leasehold estate, or sublet the
Premises. Any person acquiring the leasehold estate from
Lender, shall, as a condition precedent to the enjoyment
of the leasehold estate, assume, in writing, the liability
2
for the performance of the obligations imposed upon Lessee
by the terms of the Lease. Upon said assumption, Lender
shall be released from all obligations for performance of
the terms of the Lease. Lender shall be liable for the
obligations under the Lease only so long as Lender is the
owner of the Leasehold estate.
2. Nothing contained herein shall be construed to require
Lender, as a condition to its exercise of a right
hereunder, to cure any default of Lessee not reasonably
susceptible of being cured by Lender, including any
defaults relating to bankruptcy and insolvency as set
forth in the Lease.
3. The foregoing provisions do not give any person the right
to mortgage, hypothecate or otherwise encumber or cause
any lien to be placed upon the fee estate of Lessor, nor
shall the foregoing provision in any event be construed as
resulting in a subordination in whole or in part of the
fee estate of Lessor to any indebtedness of Lessee.
4. Lessor consents to the Deed of Trust and, in the event of
foreclosure of the Deed of Trust or in the event Lender
comes into possession or acquires Lessee's interest in the
Lease as a result of the enforcement of or foreclosure of
the Loan or the Deed of Trust, or as a result of any other
means, Lessor agrees to recognize Lender as the successor
to Lessee's leasehold interest in the Lease, and further
agrees that Lender shall not be disturbed in its
possession of the Premises for any reason other than one
which would entitle Lessor to terminate the Lease under
its term or would cause, without any further action by
such Lessor, the termination of the Lease or would entitle
such Lessor to dispossess the Lessee from the Premises.
5. So long as the Deed of Trust is in existence, and unless
otherwise expressly consented to in writing, the fee
title to the Premises and the leasehold estate of Lessee
created by the Lease shall not merge, but shall remain
separate and distinct, notwithstanding the acquisition of
3
said fee title and said leasehold estate by Lessor or
Lessee or by a third party, by purchase or otherwise.
6. All notices or other communications required or permitted
to be given hereunder or in the lease shall be in writing
and delivered in person or by registered or certified
mail, return receipt requested, postage prepaid, addressed
as follows:
To Lessor: Director of Aviation
City of Palm Springs
Post Office Box 2743
Palm Springs, CA 92263-2743
To Lessee: The Peacock-Radaker Corporation
1655 E. Sixth Street, Ste. A4a
Corona, CA 91719
To Lender: Topa Thrift and Loan Association
8199 Clairemont Mesa Boulevard
San Diego, CA 92111
or such other address as such party shall have specified
most recently by like notice. Notices personally
delivered shall be deemed given the day received. Notices
mailed as provided herein shall be deemed given on the
third business day following the date so mailed.
7. This Consent shall bind and inure to the benefit of the
parties hereto, their successors and assigns.
IN WITNESS WHEREOF, the parties have duly executed this
Consent as of the day and year first above written.
ATTEST: CITY OF PALM SPRINGS, CALIFORNIA
j6"?,.
f%City Clerk
\ t =E% City Manager
REVIEWED & APPROVED
1�
THE PEACOCK-RADAKER CORPORATION
APPROVEDBY THE CITY (XIUNt�',ft President
t3Y�k��. @�v`�'�j. �✓/.-f�l / -.� - s-SCE � .,�,,�:2.� i� �_>.;C1f
Vice-President
4
STATE OF CALIFORNIA
COUNTY OF overside
On this 30 _ day of November 1900, before me, the
undersigned, Notary Public in and for said State, personally appeared
Stevan R�peacock , known to me as the President, and
James G. Gotses , known to me as the Vice-President of The
Peacock-Radaker Corporation they executed the within instrument on
behalf of the corporation therein named, and acknowledged to me that
such corporation executed the within instrument pursuant to its by-laws
or a resolution of its board of directors.
WITNESS my hand and official seal .
Signature T/Cfri14lFJ� /Iz��-`
Name Marsha J. Lathrop
� }•^ PIOTARV ICU BLIC - CALIFOf;fJIH
(Typed or Printed)
5
Peacock-Radaker Income & Oppty
Fund - Leasehold Int. Assign
& Assumption Agr/275 E1 Cielo
AGREEMENT #2528
M05117, 12-2-92
LEASEHOLD INTEREST ASSIGNrIEMT AND - - -
ASSUMPTION AGR EENENT
This LEASEHOLD INTEREST ASSIGNMENT All ASSUHPTIOM
A�P�-R-EEMENT ( "Assignment" ) is executed this AV' day of
= ,P+✓ 1992, by and between THE PEACOCK-RADAKER
CORPORATION ( "Assignor" ) and PEACOCK-RADAKER INCOME
OPPORTUNITY FUND, LTD. ( "Assignee" ) .
RECITPLS
This Assignment is made with reference to the following
facts and intentions of the parties:
A. Assignor is the successor Ground Lessee under that
certain Ground Lease dated May 1, 1988, by and between THE CITY
OF PALK SPRINGS ( "Lessor" ) and B A PROPERTIES I, INC.
( "Lessee" ) .
H. Pursuant to the Lease ( Indenture of Lease 2528),
Lessor leased to Lessee that certain real property located at
275 North El Cielo Road, Palm Springs, California, and more
Particularly described as Exhibit "A" attached hereto and
incorporated herein by this reference (the "Property" ) .
C. Assignor has entered into an agreement with Assignee
Pursuant to which Assignor agrees to assign to Assignee and
Assignee agrees to assume certain rights and obligations of
Assignor under the Lease.
HOW THEREFORE the parties hereto agree as follows:
ARTICLE I
AS^Se',NNEQIT OF LEASE
I. 1 Effective Date. This Assignment shall take effect on
the day it is approved by City Council ( "Effective Date" ) .
1. 2 Ass!Qnment. Assignor hereby assigns to Assignee all
of its respective right, title and interest in and to the
leasehold estate created by the Lease.
1. 3 Assumpt.lon. Assignee hereby assumes and agrees to
keep, perform and fulfill all of the obligations of the Lessee
under the Leese accruing on or after the Effective Date.
1. 4 Yndemalfication. Assignor shall indemnify and defend
Assignee against and hold Assignee harmless from all claims
arising out of any failure of Assignor to keep, perform and
discharge all of the obligations of Assignor as Lessee that
accrued under the Lease prior to the Effective Date. Assignee
shall indemnify and defend assignor against and hold Assignor
harmless from all claims; arising out of any failure of Assignee
to so keep, perform and discharge all of the obligations of the
assignor as Lessee under the Lease that accrue from and after
the Effective Date.
` .
2^ 1 In the event of any litigation
arising oot o± the subject matter of this Assignment, the
prevailing party --hall be entitled to reasonable attnrueyo^
fees and costs.
2. 2 Yntirenicnt. This Assignment shall inure to tbe
benefit of Assignor and Assignee, and tbeir respective beira^
assigns and ouooeaoora in interest.
2^ 3 This Assignment shall be governed by
and construed in accordance with the laws- of tbe State of
California.
2. 4 This Assignment may be e��eooted in
oouuter?arts, each of which shall be deemed an original and all
of nbjob together shall- constitute one document,
2, 5 No kle 0o merger of -the Lease, or any interests
therein, or the leasehold estate, with the lee estate in the
Property exists by reason of the fact that the Lease of such
interests therein, or "he leasehold estate may be directly or
indirectly held by or for the account n� any person nbo shall
hold the fee estate or any portion thereof jo the Property.
2^ 6 The recitals, set forth in
this Assignment above are by this reference incorporated herein
and made a port hereof.
IN WITNESS WlMPLOF^ the parties hereto have ezecuted tbio
Assignment as of the date and year first above written.
ASSIGNOR
APPROVED AS TO FU��� ^ -� -----
� Steven R. Peacock, President
RUTAN & TU[KER The Peacock-Badaker Corporation
` i S SI{a8FE E �
~
U- i -`"=' Al-~hir` By :
City Attorney
Steven R. Peacock', President
General Partner of
Peacock-Dadaber income &
Opportunity Fund., Ltd.
ATTEST: CITY:
1
�G7Ay Clerk *age,
SCHLECHT, SHEVLIN S SHOENBERGER
JAMES M SCHLECHT A LAW CORPORATION TELEPHONE 16191320-7I61
JOHN C SHEVLIN LAWYERS TELECOPIER 16191 323-1758
JON A SHOENBERGER
JOEL S MILIBAND POST OFFICE 60X 1906
DANIEL T.JOHNSON 801 EAST TAHOUITZ WAY, SUITE 100 IN REPLY REFER TO 8301. 3
JOSEPH A. Glees PALM SPRINGS, CALIFORNIA 92263-1906
BONNIE GARLAND BUSS
WALTER J R TRAVER
CRAIG W. McARTHUR RECEIVED
March 16, 1989 YNep
MAR 171989
DEPARTMENT OF
Mr. Allen F. Smoot AVIATION
Director of Aviation
City of Palm Springs
3200 E. Tahquitz-McCallum Way
Post Office Box 1786
Palm Springs, California 92263
RE: THE PEACOCK-RADAKER CORPORATION;
ASSIGNMENT OF LEASE AGREEMENT 2528
Dear Mr. Smoot:
This letter is in response to your letter dated February 23,
1989, a copy of which is enclosed for your reference.
Upon checking with First American Title Insurance Company,
it was discovered that the documents you referred to were
recorded as one document on October 21, 1988 as Instrument
No . 307342 of the Official Records of Riverside County .
That entire recorded document was sent by the Recorder ' s
office to The Peacock-Radaker Corporation . Enclosed is a
photocopy of that document for your information.
I would suggest that you contact Jim Gotses at The
Peacock-Radaker Corporation regarding receipt of the
original recorded document.
Very truly yours,
�l
DANIEL T. JOHNSON
for Schlecht, Shevlin & Shoenberger, ALC
DTJ:mm
Enclosures
cc: David Eales (w/enclosures)
Sharman Braff if
REC
q`77777, 777777 77777777'
PA
Vi:2; recorded mail to,
r
The' Peacock-Radak*r Corp. -',ILEu-
L SHEI
P.O. box 3450
Santa Ana, CA 92703
H CERE,ERG
Attn: James G. Gotmes M
:S;F-r,
ASSIGNMENT OF LEASE
IN CONSIDERATION of the assumption of the Lease by THE
rj
PEACOCX-PADAIMR CORPORATION an stated below, and for other
good and valuable consideration received, and which is
hereby acknowledged, BA PROPERTIES 1, INC. , a Delaware
corporation, ('Amoignor-) hereby assigns to THE
PZACOCr%-RADAXER CORPORATION, a California corporation with
an address of 1313 West Civic Center Drive, Suite 4, post
Office BOX 3450, Santa Ana, California 92703, (-Assignee-),
All of itc right, title, and interest as losses under that
cartuin Indonture Of Lease Agreement NO. 2528, dated May 1,
19CS, recorded May 17, 19GE as Instrument No. 130754 of the
Official Records Of Riverside County, by and between the
CITY OF PALM SPRINGS ('Lessor-) and BA PROPERTIES 1, INC. ,
as 108900. The Lease Pertains to the promises generally 0,
described as Lot 3 Of Tract 14573 located in the City of
Pala Springs, Riverside County, California.
Effective Data: The data City of Palm Springs, California
grants its consent to this Assignment.
LESSEE:
BA PROPERTIES I, INC.,
M
-N ILCorporation
BY AAa .n
M ..v Zeiss Executive Vice Prasider..
P37
.. .. .......
7",77.
... . .....
STATE OF CALIFORNIA
u.
1 0 COUNTY OF SAN FRANCISCO
7
On 00 before me, the undersigned, a October
Motor Pub&An and for said State, personally ■appared
DAVID E&LES, personally known to as (or proved to as on the
j 1025is of satisfactory evidence) to be the person who
executed the within instrument as DAVID EALES, Executive
Vice President on behalf of RA Propertas 1, Inc. , and also --- - ---
known to as to be the person who executed the within
instrumont on behalf of the corporation herein named, and
&ckI1o0Wl0d7Qd to go that such corporation executed same and
that such execution was pursuant to its bylaws or a
resolution of its b"rd of directors.
Mitneso my hand and official goal.
OFFICIAL SEAL
ELVA CASTMAN05
�IL� CAL�O."
Notary Pub
-Z
-S,
4
2
777 -
r
>��-- � ��-._,?.,..-.,--._._ .......-- •,�-�' fir=-+-�.� �.-,,un,l....
n
v
'f 3 1
ASBUHPTION OF LLAKE �+ �
° - ? THE PEACOCK-RADAKER CORPORATION, a California
corporation hereby accepts the foregoing assignment, auuaa•
said Learn, and agrees to perform each and all of the terms, 777
r -
conditions, and covenants required of the Lasses therein.
1
Notices under the Leas. should be sent to the K =
*,.. undersigned at:
- ?c,do.3#.ro __ .T)le Peacock Corporation -
`' 31] CGGt Civic Canter Drive 1 �
I Suits 4
` - ! Santa Ana, California 97703 `--
Effective Otto: The data City of Pala Springs, California
grants its consent to this Assignment. TT
TH? PCACOCK-RADAKER CORPORATION,
j{ A Cal forma Cc p tion
By -f
STATE OF California
as.
i COUNTY OF Orange
On Octobrs 3, 198E before me, the undersigned, a
Notary P45ITC n and or iald State, personally appeared personally known to me (w z
to
the pormon who axeutsd the within instrument am President be
e h- -
on behalf of The Peacock-who e z uteri th ow and - ±
a so om to at to be the person who executed the within
---� _ instrument on behalf of the corporation herein named, and - -
acknowledged to as that such corporation executed mama and _
_ that •uch axecutlon was pursuant to its bylaws or a
i resolution of Sto board of directors. -
r
� Witness ay(¢q,hand a d official seal. `
1 -'/Iuatar), Pub c
- i
_ - OFPICIAL SEAL
r'A KNA I IAtHmr
-cnlr ar.♦ __
l� l
5 -
-
AMRF2C0t91r, raturn to: _ -
j CITY CLEC r
CITY 0£ FALM FSIV.GS _
{OI 17K Y e1
- Pala Springs, [A 92261
CONSENT TO ASSIGNMENT -
a p The undersigned, The City of Pel■ Springs,
California,
1 •• ■ municipal corporation, lessor named in Indenture of Lamas
j99 Agreement No. 2529 as recorded May 11, 1968 as Instrument
1 No. 170754 of the Official Records of Riverside County,
interest
consents to the assignment of the lessee'■
` '
-i hereby _
thereon from BA Properties I , Inc. , a Dolavezo ,}
u cock-Radakor
corporation, to The P Corporetlon, ■
1 Callfornl■ corporation, without, hovaver, waiving the
-- rectrlctlona of said t,eaas Agreement with respect to future _
- by releews the
udgnmenta tharaundor. The undersigned here -
asalgnor, BA Propertios I, Inc., ■ Delaware corporation,
as
loose under Indenture of Lease Agreement No. 15]!, from any
v
- I end hereby aCCGPt■
and all further obligations the reundar, -�
the aasignes, The peacock-Radakor Corporation, a California _
c
under said Indenture of Lomas
corporation, a■ luau F -
1 Agrgment No. 152e, to all infant■ and purpose as though ,
'. said auignee was the originnl Leo thereunder- - -
d
Dated: October 19, 1988 $
ATTEST:
CITY OF PALM SPRINGS, CALIFORNIA j
r r�
By,
C ty Clark
i
F.
777777
x 7
r1
i
f
i JJii
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
On —7( , 1981, before no, the undersigned Notary
Public in and for the said State, personal l
y appeared NORMAN
R. KING, known to me to be the City Managc7 and JUDITH
BUXICH, known to me to be the City Clark of the City of Palo
Springs, the Corporation that executed the within
infftruaant, known to so to be the parsons who executed the
'7
within Inatrument, on behalf of the Corporation herein
........ nomad, and acknowledged to an that such Corporation executed
the within Instrument pursuant to its bylaws, or a
resolution, or ordinance.
WITNESS my hand and official maal-
ZE L
2
Z.
7
06ZcArr TNIEEM=oNAL GRa7P
70 PINE ST., NY, NY 1o005
CII2TIFICATE OF PROPE= INSURANCE
Certificate Issued to: Named Insurer :
City of Palm Springs BankAmerica Corporation and/or
A Municipal Corporation Bank of America NT&SA
Palm Springs , CA
BA Properties I, Inc.
RE: Building and /or structure and/or Corporate Risk and insurance
Persenal Property and improvements Management Services $3202
and betterments of the named insured World Headquarters Building
situated at: See attached 799 Market Street 8th Floor
Exhibit "An and "B" San Francisco, CA. 94103
Also ]moan as OREo Property: BAP 3001/Airport Park Plaza
This is to certify that the below designated policy has been issued by the Company
indicated and is in force on the date borne by this Certificate. The policy
indicated herein applies with respect to the hazard and for the coverage and limits
of liability indicated by specific entry herein, subject to all the terms and
conditions of such policy. This Certificate is not an insurance policy and does
not amend or alter the coverage afforded by the policy listed on this Certificate
Such insurance as provided hereunder shall inure to the benefit of any additional
insured or loss payee named below, but only for such coverages and to the extent
that the Named Insured has agreed to provide under written agreement.
Cgverage: Virtually All Risks Excluding earthquake and flood
Policy No. : IMB 9151155 - National Union Fire Insurance Ccmoanv
Tern. 03-01-88 to ,03-01-89)
Limits of Liability: $15,000,0o0 Each Oaalrrence subject to the
Policy's self-insured retention
Additional Insured: City of Palm Springs
Loss Payee as per Lenders Loss Payable Endorsement 438BMM (5/42) attached:
Should the above mentioned policies be cancelled, assigned or materially
changed during the above named policy period in such a manner as to affect
this Certificate, the Company will give thirty (30) days written notice to
the holder of this Certificate. This certificate is issued as a matter of
information only, and confers no rights on the holder. It imposes no
liability upon the Company and does not amend, extend or alter in any way the
coverage or the limits of liability afforded by the policy designated
herein. Notwithstanding anY regllizement term or condition of any contract
or other document with respect to which this Certificate is issued the
insurance afforded by the policy listed on this Certificate is subject to all
terms of such policy.
The above_insurance arranged through: Date of Issue: MarcYZgB ��'
Revi.secl Se{�t�+tY;r_'14�_]:98$:.�i
JohnsonJ& Higgins of California 345 California Street SEP 27 1988
San Francisco, CA 94104
OF
(Underscored wording required by State of California) AVAITION
EXHIBIT "A"
PARCEL 1:
Lot 1 of Tract No. 14573 in the City of Palm Sorings, County of
Riverside, State of California, as per man recorded in Hook
109 , Pages 97 and 98 of Tract Mans in the office of the County
Reccrder of said count_r. ( 3 . 4 acres , more or less ) .
PARCEL 2 :
A nonexclusive easement far pedestrian ingress and 'egress, for
vehicular ingress and egress, and for the right to use
designated walkways , driveways and parking areas, as such
improvements exist from time to time, in Lots 2 and 3 of Tract
tic. 14573 , as per mao recorded in Back 109 , Paces 97 and 98 of
Tract Maps in the office of the Cauntr Recorder of Riverside
county, California, such easement to extend to Lessee, its
successors and assigns , Lessee ' s subtenants , their licensees
and business invitees .
THE LEASE-BOLD INTEREST HEIIG CONVE:ED HEREIN IS SUBJECT TO:
A nonexclusive easement for pedestrian ingress and egress, far
vehicular ingress and egress, and for the right to use
designated walkways, driveways and parsing areas, as such
i=rcvements exist from time to time, such easement running in
favor of all persons with a real property and/or other
leasehold interest in Lots 2 and 3 of Tract No. 14573, their
licensees and business invitees.
11/002
EXHIBI"' "A"
EXHIBIT "B "
PARCEL 1
Loty3 of•" Tract No. 14573 in the City of Palm Springs, County of
Riverside, State of California, as . per man recorded in Book
109 , Pages 97 and 98 of Tract Mans in the office of the County
Recorder of said county. ( 3 . 4 acres, more or less ) .
PARCEL 2 •
A nonexclusive easement for pedestrian ingress and egress , for
vehicular ingress and egress , and for the right to use
designated walkways, driveways and parking areas , as such
improvements exist from time to time, in Lots 1 and 2 of Tract
No. 14373 , as per map recorded in Bock 109 , Pages 97 and 98 of
Trac_ Mans in the office of the County Recorder of Riverside
CounLv, California, sllc easement to exme_nd to Lessee , its
successors and assigns , Lessees subtenants , their licensees
and business invitees .
TEE LEASEHOLD INTEREST BEING CONVE'_'ED fiERE114 IS SIIBSECT TO:
A nonexclusive easement for pedestrian ingress and egress , for
vehicular ingress and egress , and for the rich= to use
designated walkways, driveways and parking areas , as such
improvements exist from time to time , such easement running in
favor of all persons with a real property and/or other
leasehold interest in Lots 1 and 2 of Tract No . 14573 , their
licensees and business invitees .
11/004
EXHIBIT "B"
MERICAN INTERNATIONAL GROUP pC1WiVeB+
0 PINE ST. , NY, NY 10005
-CERTIFICATE OF INSURANCE
Certificate Issued to: Named Insured: flITY
City of Palm Springs BankAmerica Corporation and/or
A Municipal. Corporation Bank of America NTBSA
Palm Springs,Ca. BA Properties 1 Inc.
Corporate Risk and Insurance
Management Services #3202
P.O. Box 37000
San Francisco, CA. 94137
RE: OREO Property T BAP 3001/Airport Park Plaza (See attached Exhibit "A" and "B")
This is to certify that the below designated policy has been issued by the Company indicated
and is in force on the date borne by this Certificate. The policy indicated herein applies
with respect to the hazard and for the coverage and limits of liability indicated by
specific entry herein, subject to all the terms and conditions of such policy. This
Certificate is not an insurance policy and does not amend or alter the coverage afforded by
the policy listed on this Certificate.
Coverage: COMPREHENSIVE GENERAL LIABILITY INSURANCE
COMPREHENSIVE AUTOMOBILE LIABILITY INSURANCE
Policy No. : GL915-1157 National=Union Fire Insurance Company
BA915-1 158 --tee
Term: 3-1-88 to ;3-1-89-'
Limits of Liability: $1 ,000,000 -Combined Single Limit for Bodily Injury
and/or Property Damage Liability each occurrence
and in the aggregate where applicable and is
subject to the policy's self insured retention.
1. This policy insures all automobile owned, hired, leased or maintained by the Named
Insured;
2. This policy insures all operations, premises and activities of the Named Insured
including Products Liability and liability assumed under written agreements;
3. Under this policy, the Insured includes: Any individual , firm, co-partnership,
corporation, political subdivision, commission, board or agency thereof including the
officers and members of such political subdivision, commission, board or agency or any
other entity for whom the Named Insured has contracted or during the currency of this
policy may contract under written contract usual or incidental to such Named Insured's
business to procure liability insurance but only to the extent and in the amount for
which such Named Insured has contracted to procure insurance and in no event to exceed
the limits of liability set forth in the policy.
A. The following entity is added as an additional insured: City of Palm Springs
Should the above mentioned policies be cancelled, assigned or materially changed during the
above named policy period in such a manner as to affect this Certificate, the Company will
endeavor to give thirty (30) days written notice to the holder of this Certificate. This
certificate is issued as a matter of information only, and confers no rights on the holder.
It imposes no liability upon the Company and does not amend, extend or alter in any way the
coverage or the limits of liability afforded by the policy designated herein.
Notwithstanding any requirement, term or condition of any contract or other document with
respect to which this Certificate is issued, the insurance afforded by the policy listed on
this Certificate is subject to all terms of such policy.
The above insurance arranged through: Date of Issue: September 14,1988
Johnson 8 Higgins of California In lieu of certificate dated 3/29/88
345 California Street
San Francisco, CA 94104
(Underscored wording required by State of California)
��
, ;
.�i
�_ _-
EXHIBIT "A"
PARCEL 1:
Lot 1 of Tract No. 14573 in the City of Palm Springs , County, of
Riverside, State of California, as per map recorded in Book
109 , Pages 97 and 98 of Tract Maps in the office of the County
Recorder of said county. ( 3 . 4 acres , more or less ) .
PARCEL 2 :
A nonexclusive easement for pedestrian ingress and egress , for
vehicular ingress and egress , and for the right to use
designated walkways , driveways and parking areas , as such
improvements exist from time to time, in Lots 2 and 3 of Tract
No. 14573 , as per map recorded in Book 109 , Pages 97 and 98 of
Tract Maps in the office of the County Recorder of Riverside
County, California, such easement to extend to Lessee, its
successors and assigns , Lessee ' s subtenants , their licensees
and business invitees .
THE LEASEHOLD INTEREST BEING CONVEYED HEREIN IS SUBJECT TO:
A nonexclusive easement fcr pedestrian ingress and egress , for
vehicular ingress and egress , and for the right to use
designated walkways , ariveways and parking areas , as such
improvements exist from time to time, such easement running in
favor of all persons with a real property and/or other
leasehold interest in Lots 2 and 3 of Tract No. 14573, their
licensees and business invitees .
11/002
EXHIBIT "A"
w
EXHIBIT "B "
PARCEL 1:
Lot 3 of Tract No. 14573 in the City of Palm Springs, County of
Riverside, State of California, as per map recorded in Book
109 , Pages 97 and 98 of Tract Maps in the office of the County
Recorder of said county.- - (3. 4 acres, more or less ) .
PARCEL 2 :
A nonexclusive easement for pedestrian ingress and egress , for
vehicular ingress and egress , and for the right to use
designated walkways , driveways and parking areas , as such
improvements exist from time to time, in Lots 1 and 2 of Tract
No. 14573 , as per map recorded in Book 109 , Pages 97 and 98 of
Tract Maps in the office of the County Recorder of Riverside
County, California, such easement to extend to Lessee, its
successors and assigns , Lessee ' s subtenants , their licensees
and business invitees .
THE LEASEHOLD INTEREST BEING CONVEYED HEREIN IS SUBJECT TO:
A nonexclusive easement for pedestrian ingress and egress , for
vehicular ingress and egress , and for the right to use
designated walkways, driveways and parking areas , as such
improvements exist from time to time, such easement running in
favor of all persons with a real property and/or other
leasehold interest in Lots 1 and 2 _of Tract No . 14573 , their
licensees and business invitees .
11/004
EXHIBIT "B"
THIS SHOULD BE FLAMED AND t _�)T 3E CONSPICUOUSLY DISPLAYED
STATE OF CALIFORNIA DECEIVED .
145s DEPARTMENT OF INDUSTRIAL RELATIONS
NU2lIDER
----------_---------- OFFICE OF THE DIRECTOR SEP 2 H 1�SS
14' DEPARTMENT OF
AVAiTION
CEP W IRCA'TE OF CONS: �� TO �[ ��-���U�E
I S That__ AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION
THIS I TO CERTIFY, _
has complied with the requirements of the Director of Industrial Relations under the provisions of
Sections 3700 to 3705, inclusive, of the Labor Code of the State of California and is hereby granted this
f Certificate of Consent to Self-Insure.
This certificate may be revoked at any time for good cause shown.' i
( t
1.,
DATED AT SAN FRANCISCO. CALIFCRNIA. DE R MENT OF INDUSTRIAL RELATIONS a
( J',.•�, 1l1"i,� '� , O I S�}TAT " F C LIF NI
` _ •i a ��. `�` 1 ll rt �'4rtte is t oAr of .lanuarY> to 73.
J \ _j + ��: . 9 � Il« EIYIARD I1H T , ouacrna
\ t t 1 �rrur,
EDi;ARD D, STRUCK, Jr, � -
« by i r Plana er, Self-Insurance Pla
Revocation of Ceruficate.=`A certificate of consent to self-insure may be resolved by the Director of Industrial Relations at any time for good cause after e I ';
hearing. Cnod cause me es, among other things, the rmppaurrient of die solvency of such emplof er, the Inability of the employer to fulfill his obligations, or tire ��
practice by such employer or bs agent or charge of the administration of obligations under this division of any oflthe following: (a) habitually and as a matter of
practice and custom inducing clarmauts for compensation m accept less than the compensation due or making: It necessary for them to resort to proceedings
acainst the employer to secure the compensation due; (b) Discharging his compensation obligations in a dishonest manner, (e) Discharging his compensation
obligations in such a manner as to cake injury to the public or those dealing with him." (Section 370: of I abor Code.)
f
,•-•'.��:----—_ s�.._- <r.��.. .i,�oi —��_...__ ,,.-�—ram—+—Y.
Foxe A.i.lO
�n�eea�i.0 zoo[9 o,r
ASSUMPTION OF LEASE
JOHN APOSTLE AND HELEN APOSTLE, TRUSTEES OF THE APOSTLE FAMILY
TRUST, DATED JULY 6, 1984 , hereby accept the foregoing assign-
ment, assume said Lease, and agree to perform each and all of the
terms, conditions, and covenants required of the Lessee therein.
Notice under the Lease should be sent to the undersigned at:
JOHN APOSTLE AND HELEN APOSTLE
TRUSTEES OF THE APOSTLE FAMILY TRUST, DATED JULY 6, 1984
835 Rancho Drive, Long Beach, California 90815
liar
Effective Date: Owe ectober , 1993
JOHN APOSTL
� > ag4!o
HELEN APOSTLE
Trustees of the Apostle Family
Trust, Dated July 6, 1984
2
STATE OF CALIFORNIA )
n )SS.
COUNTY OF �a )
On a t Lo 2J� , 1993, before me, °I AID"'
personally appeared STEVEN R. PEACOCK, personally mown to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
�`
Signature
Notary Seal : ^^' INGRID D.AKERS
HT. ' COMM M 975154 F
Notary Public— Callfornia
•''2'� � ORANGE COUNTY
' • My Comm.Expires OCT 12,1996
STATE OF CALIFORNIA )
)SS.
COUNTY OF ) ,/ r7
On �G�3, 1993, before me, Y V l n � 1 �N� 1/ IV.1 r)
personally appeared JOHN APOSTLE AND HELEN APOSTLE, personally known to a (or
proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed
to the within instrument and acknowledged to me that they executed the same in their authorized
capacities, and that by their signature on the instrument the person or the entity upon behalf of
which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signatur
Notaryloan ea
d.C.'xBa',�+'Ox.:.r'tfT..
''' OFFICIAL SEAL
MARYANN V. LEINTZ
NOTARY PUOLIGCALIFORNIA
PRINCIPAL OFfICE IN
LOS ANGELES COYNTY
*.Cai � Exon M* 13, I!W
0
EXHIBIT "A"
(275 N. EL CIELO, PALM SPRINGS, CA)
PARCEL IA:
LOT 3 OF TRACT NO. 14573, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE,
STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 109, PAGES 97 AND 98 OF
MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ALL URANIUM, THORIUM AND ALL OTHER MATERIALS DETERMINED
PURSUANT TO SECTION 5(B) (1) OF THE ATOMIC ENERGY ACT OF 1940 (60 STAT. 761) TO
BE PECULIARLY ESSENTIAL TO THE PRODUCTION OF FISSIONABLE MATERIAL, AS RESERVED
BY THE UNITED STATES OF AMERICA IN DEED RECORDED NOVEMBER 28,1949 IN BOOK 1127,
PAGE 236 OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
PARCEL 1S:
A NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN INGRESS AND EGRESS, FOR VEHICULAR
INGRESS AND EGRESS, AND FOR THE RIGHT TO USE DESIGNATED WALKWAYS, DRIVEWAYS AND
PARKING AREAS, AS SUCH IMPROVEMENTS EXIST FROM TIME TO TIME, IN LOT 2 OF TRACT
NO. 14573, AS SHOWN BY MAP ON FILE IN BOOK 109, PAGES 97 AND 98 OF TRACT MAPS,
RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SUCH EASEMENT TO EXTEND TO LESSEE, ITS
SUCCESSORS AND ASSIGNS, LESSEE'S SUBTENANTS, THEIR LICENSEES AND BUSINESS
INVITEES.
John & Helen Apostle
• Peacock-Radaker-BA Propertis
2nd Amend to Lease Agr
AGREEMENT #2528
R18232, 11-17-93
SECOND AMENDMENT TO -LEASE AGREEMENT #2528
DMENT TO LEASE AGREEMENT ( "Amendment" ) is
THIS SECOND ' MF
entered into this / ay of Ner
ng;EE, 1993 by and between the CITY
OF PALM SPRINGS, a municipal corp—oration ( "Landlord" ) , and JOHN
APOSTLE AND HELEN APOSTLE, trustees of the Apostle Family Trust,
dated July 6, 1984 ( "Tenant" ) .
R E C I T A L S
A. Landlord and BA Properties I, Inc. , a Delaware
corporation ( 11BA11 ) , entered into that certain Indenture of Lease
Agreement No. 2528 dated May 1, 1988 ( "Original Lease" ) pursuant to
which Landlord leased to BA certain real property more particularly
described therein upon the terms and conditions set forth therein.
B . BA assigned its interest under the original Lease to
Peacock-Radaker Income & Opportunity Fund, Ltd. ( "Peacock" ) and
Peacock assumed BA' s obligations thereunder pursuant to the terms
of that certain Leasehold Interest Assignment and Assumption
Agreement dated December 2 , 1992 .
C. Landlord and Peacock amended the Original Lease pursuant
to that certain First Amendment to Lease Agreement #2528 dated
April 28 , 1993 ( "First Amendment" ) pursuant to which Landlord
agreed to defer and amortize certain rental increases upon terms
and conditions more particularly set forth therein.
D. Concurrently with the execution of this Amendment,
Peacock has assigned its interest under the Original Lease as
amended by the First Amendment to Tenant and Tenant has assumed
Peacock' s obligations thereunder pursuant to the terms of that
certain P,-,.s I mot^ dated Nove{n3�er w 1993 .
E . Landlord and Tenant desire to amend the terms of the
Original Lease as more particularly set forth herein. The original
Lease as amended by the First Amendment and this Amendment shall
hereinafter be referred to as the "Lease" .
F. Any capitalized terms not defined herein shall have the
meanings ascribed to them in the original Lease and/or the First
Amendment .
NOW, THEREFORE, the parties hereto agree as follows :
1 . First Amendment Deferred Rent . Landlord and Tenant
hereby acknowledge that Tenant shall pay Landlord the sum of One
Hundred Twenty-One and 88/100ths Dollars ($121 . 88) on the first day
of each month, commencing November 1, 1993 and ending October 1,
2003 for the deferred rent specified in Section I of the First
Amendment .
2 . Delinquent Rent . The following shall be added as Section
G of Article VI of the Lease :
I,G. Landlord and Tenant hereby acknowledge that
Peacock failed to pay monthly rent and late charges owing
under the Lease for the months of June through October,
1993 in the total amount of Nineteen Thousand Four
Hundred Seventy-Nine Dollars ($19, 479 . 00) ( "Delinquent
Rent" ) . Tenant agrees to pay to Landlord, in addition to
the rent owing under the original Lease and the deferred
rent referred to in Section I above, the Delinquent Rent .
The Delinquent Rent shall be repaid over the period
commencing November 1, 1993 and ending October 1, 2003 ,
F51\383\014084-0014\50583.2 12/18/93
with interest at the rate of six percent (6%) per annum
commencing November 1, 1993 . The parties hereby agree
that said monthly payments shall be equal to Two Hundred
Sixteen and 26/100ths Dollars ($216 . 26) .
3 . Default . The following shall be added as subsection 6 of
Section A of Article IX of the Lease :
"6 . Tenant shall have committed a default under the
terms of that certain Lease Agreement #2829 dated May 1,
1988 between Landlord and BA, as amended from time to
time, or under that certain Indenture of Lease Agreement
#2636 dated November 3 , 1988 between Landlord and
Peacock-Radaker Corporation, as amended from time to
time . "
4 . Effectiveness . The effectiveness of this Amendment is
expressly conditioned upon obtaining the consent of TOPA Thrift and
Loan to the terms of this Amendment and the Assignment of the Lease
to Tenant .
5 . Full Force and Effect . Except as set forth herein, the
Original Lease, as modified by the First Amendment, shall remain
unmodified and in full force and effect .
IN WITNESS WHEREOF, this Second Amendment to Lease Agreement
was executed as of the date first written above .
ATTEST: CITY OF PALM SPRINGS,
a municipal corporation
City� Clerk City Manager
APPROVED AS TO FORM:
RUTAN & TUCKER
David J, leshire
City Attorney )
1
--G N APOSTL , TRUSTEE
H.A. APOST TRUSTEE
FSl\383\014084-0014\50583.2 11/18/93 -2-
CONSENT OF LENDER
The undersigned, the holder of a leasehold deed of trust
encumbering the premises referred to in the amendment to which this
consent is attached, hereby consents to the terms and conditions of
said lease amendment.
TOPA THRIFT AND LOAN
By: Robert W. O aves
r
Its: Senior Vice .President
F51\383\014084-0014\58585.2 09/28/93 -3-
Peacock-Radaker Income &
Opportunity Fund - 1st Amend
Lease Agreement
AGREEMENT #2528
M05173, 4-21-93 _
FIRST AMENDMENT TO LEASE AGREEMENT #25zti
THIS FIRST AMENDMENT TO LEASE AGREEMENT#2528 ("First Amendment") is entered into
this a"' day of�,yf,,,,/1 1993, by and between the CITY OF PALM SPRINGS,
a municipal corporation ("Lessor") and PEACOCK-RADAKER INCOME&OPPORTUNITY FUND,
LTD ("Lessee").
RECITALS
A. LESSEE assumed that certain Lease Agreement #2528 December 7, 1988.
B. LESSOR and LESSEE mutually agree to amend said Agreement #2528 to defer
rental increases between November 1 , 1992 and October 30, 1993.
NOW, THEREFORE, the parties hereto agree as follows:
1 . The following paragraph is added to the end of ARTICLE VI Rental, Section A
of the lease:
IT
the period November 1, 1992 through October 30, 1993, monthly rental
of $885.42 shall be deferred and accrue interest at seven percent (7%), per
annum. The deferred rental and accrued interest shall be paid to LESSOR in the
form of a rental surcharge commencing on November 1, 1993. The combined
total of deferred rent and accrued interest as of November 1 , 1993 shall be paid
to LESSOR amortized over two (2) years at seven (7%) interest."
2. All other terms and conditions of Agreement #2528 are ratified and shall remain
in full force and effect except as expressly modified herein.
IN WITNESS WHEREOF,this First Amendment to Lease Agreement#2528 was entered
into as of this date first written above.
ATTEST: CITY F PALM SPRING C FORNIA
OW Clerk City Manag r
P ock & Radaker Income and
Opportunity Fund, Ltd.
REVIEWED AND APPROVED
RUTAN AND TUCKER
By:
9 vial �Aleshire, Esq.
Gity—Attorney
BA Properties I, Tnc.
+ Airport Park Plaza Lot 1
AGREEMENT #2528
Res 16371, 1-6-88
INDENTURE OF LEASE AGREEMENT NO. --- - ---- -
LO LESSOR: The City of Palm Springs, California,
A Municipal Corporation
c�
+ri
LESSEE: BA Properties I, Inc. ,
A Delaware Corporation
I N D E X
Page
ARTICLE I LEASE OF PREMISES/RECITALS 2
ARTICLE II TERM 3
ARTICLE III IMPROVEMENTS/DESCRIPTION OF
CONCESSION 3
ARTICLE IV MAINTENANCE OF IMPROVEMENTS
BY LESSEE 4
ARTICLE V OBLIGATIONS OF LESSEE 9
ARTICLE VI RENTAL 11
ARTICLE VII INSURANCE 17
ARTICLE VIII TERMINATION BY LESSEE 25
ARTICLE IX TERMINATION BY LESSOR 26
ARTICLE X ASSIGNMENT AND SUBLETTING 29
ARTICLE XI NON-EXCLUSIVENESS 31
ARTICLE XII RIGHT OF INSPECTION 31
ARTICLE XIII HOLDING OVER 32
ARTICLE XIV RULES AND REGULATIONS 32
ARTICLE XV MAINTENANCE - ALTERATIONS AND
REPAIRS 33
ARTICLE XVI NON-DISCRIMINATION AND FAA
REQUIRED CLAUSES 34
I
ARTICLE XVII INVALID PROVISIONS 36
ARTICLE XVIII CONDEMNATION 37
G`ry
r4 ARTICLE XIX GENERAL PROVISIONS 44
EXHIBIT "A" PROPERTY
EXHIBIT "B" ADJACENT PARCELS
r
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
CITY CLERK oenberger
P.O. Box 1786 )
Palm Springs„ CA 92263
ti 2263
INDENTURE OF LEASE AGREEMENT NO, c2
THIS INDENTURE OF LEASE AGREEMENT is entered into so as
to be effective the L day of ----' 198f, by and
between THE CITY OF PALM SPRINGS , CALIFORNIA, a Municipal
Corporation, hereinafter referred to as City or Lessor, and
BA PROPERTIES I, INC. , a Delaware Corporation, hereinafter
referred to as Lessee.
In consideration of the mutual covenants herein set
forth and other valuable considerations, the parties hereby
agree as follows:
R E C I T A L S
A. The City owns that certain real property
(hereinafter referred to as the "Property" ) described in
EXHIBIT "A" , located in the City of Palm Springs, County of
Riverside, State of California; and
B. The City wishes to enter into this Indenture of
Lease Agreement covering said Property in the interest of
furthering and carrying out its public purpose; and
C. On January 5 , 1979 , the City and Jelinor
1
Development Corporation entered into a Lease Agreement
relating to that property described on EXHIBIT "A" , and
further relating to other adjacent
C�
J parcels which are
described on EXHIBIT "B" . Said Lease Agreement was recorded
e-I
on August 12, 1979 as Instrument No. 216703 of the Official
Records of Riverside County; and
D. BA Properties I, Inc. succeeded to the interest of
Jelinor Development Corporation as the Lessee under the
original Lease Agreement; and
E. Questions exist as to the compliance with certain
provisions of the Lease Agreement dated January 5, 1979 ;
and
F. Lessor and Lessee now desire to amend and restate
the provisions of that Lease Agreement dated January 5 ,
1979, and further to take such action as may be necessary to
eliminate all alleged defaults and to bring the Lease into
good standing; and
G. Lessee proposes to maintain the existing
improvements and to thereafter operate the same; and
H. It is the intention of Lessor and Lessee that the
provisions of this Agreement supersede the provisions of
that Lease Agreement dated January 5, 1979 .
ARTICLE I - LEASE OF PREMISES/RECITALS
A. The City hereby rents, leases, and demises to
Lessee and Lessee hires, leases and takes from Lessor on the
2
terms and conditions hereinafter set forth, the Property in
the City of Palm Springs, County of Riverside, State of
LO
California, consisting of approximately 3 . 4 acres, more or
rY less, more particularly described in EXHIBIT "A" , which is
attached hereto and made a part hereof , (hereinafter
referred to as the leased premises or the Property) .
B. The recitals to this Agreement are hereby
incorporated by this reference and are deemed to be binding
as against both parties.
ARTICLE II - TERM
The term of this Agreement shall be for forty-nine (49)
years and six (6) months beginning on May 1, 1988 and ending
on October 31, 2037 .
ARTICLE III - IMPROVEMENTS/DESCRIPTION OF CONCESSION
A. Lessor hereby grants Lessee the right, privilege
and license to improve and thereafter operate the leased
premises in accordance with plans and specifications
approved by the City.
B. Lessee shall on the leased premises have the right
to and shall rent office spaces or/and other facilities of a
similar nature and may provide other services incidental
thereto.
It is specifically understood by Lessee that the rights
and privileges granted herein are granted for purposes of
3
operating an office complex. In order to maintain the
character of the development as airport related , it is
specifically understood and agreed to by the Lessee that
Ca
Cy Lessee shall, to the extent possible, rent office space to
those businesses , individuals , or corporations whose
activities are related to and carried out or otherwise
associated with the operations or associated operations of
the Palm Springs Regional Airport. Uses which shall be
construed to be airport related shall include, but not be
limited to, car rental offices, freight delivery offices,
airport related medical offices, airlines offices, and other
operations so associated. Nothing contained herein shall
however prevent Lessee from doing business or renting office
space as allowed herein to those individuals, businesses, or
corporations not specifically airport related.
ARTICLE IV - MAINTENANCE OF IMPROVEMENTS BY LESSEE
A. General-Specifications - Lessee shall , without
cost to Lessor, maintain the existing improvements on the
Property which were constructed by Lessees predecessor in
interest.
B. Encumbrance
1. This lease, or any interest in this Lease, or
any right to or interest in, or any of the improvements
on the leased premises, may be encumbered with the
written approval of the City. No such encumbrance or
4
any addition thereto or extension thereof shall be
valid without said approval provided, however, the City
shall consent in writing to any encumbrance that does
not exceed eighty-five percent (85%) of the value of
U the leasehold interest together with the estimated
ti
value of the improvements placed, or to be placed,
thereon.
2 . An encumbrance must be confined to the
leasehold interest of Lessee or the subleasehold
interest of a sublessee and shall not jeopardize in any
way the Lessor ' s fee interest in the land . Lessee
agrees to furnish as requested any financial statements
or analyses pertinent to the encumbrance that the City
may deem necessary to justify the amount, purpose and
terms of said encumbrance.
3 . In the event of default by the Lessee of the
terms of an approved encumbrance, the encumbrancer may
exercise any rights provided in such approved
encumbrance, provided that before any sale of the
leasehold, whether by power of sale or foreclosure, the
encumbrancer shall give to the City notice of the same
character and duration as is required to be given to
Lessee by such encumbrancer and/or the laws of the
State of California . Any notice of default shall
comply with the provisions of Section 2924 (c) of the
Civil Code of the State of California.
5
0
4. If any sale under the approved encumbrance
occurs, whether by power of sale or foreclosure, the
purchaser at such sale shall succeed to all of the
L7
i" rights , title and interest of the Lessee in the
e�
r{ leasehold estate covered by said approved encumbrance.
It is further agreed that, if the purchaser at such
sale is the encumbrancer, the encumbrancer may sell and
assign the leasehold interest without any further
consent provided that the assignee shall agree in
writing to be bound by all the terms and conditions of
this lease. If the encumbrancer is the purchaser, it
shall be required to perform this lease only so long as
it retains title thereto. If a sale under the approved
encumbrance occurs, and the purchaser is a party other
than the encumbrancer, said purchaser, as successor in
interest to the Lessee, shall be bound by all the terms
and conditions of this Lease.
5. If notice of such sale shall be given and the
defaults or any of them upon which such notice of sale
is based shall then continue, Lessor shall have the
right to correct such defaults at any time prior to the
date of sale or foreclosure, and to terminate such
leasehold upon paying to the encumbrancer the balance
of the encumbrance, as hereinafter defined.
6. "Balance of encumbrance" shall mean the amount
of principal remaining unpaid on a note secured by a
6
trust deed or mortgage of an interest in this lease;
1!7
3�
Cr provided that to such principal shall be added accrued
interest thereon past due and expenses incurred by the
lender in connection with foreclosure on such trust
deed or mortgage and note together with all necessary
expenditures made by the lender to maintain said
leasehold interest valid and in good standing during
the process of foreclosure, including but not limited
to fire insurance premiums, title insurance expenses,
recording fees, appraisal fees, attorneys ' fees, credit
reports and any tax reporting services and additional
expenditures paid by the lender on additions ,
betterments and rehabilitation of improvements on the
property encumbered pursuant to plans consented to by
the City , which consent may not be unreasonably
withheld, and other expenses necessary to place the
improvements in marketable condition, such adjusted
principal to be paid in cash or at the option of the
City amortized over the term and in accordance with the
schedule set forth in said note, the interest rate on
the unpaid balance thereto to be as set forth in said
note.
7 . Lessor agrees that it will not terminate this
lease because of any default or breach hereunder on the
part of Lessee if the Encumbrancer under the trust
deed, within ninety (90) days after service of written
7
notice on the Encumbrancer by Lessor of its intention
A
to terminate this lease for such default or breach ,
T-i
shall:
(a) Cure such default or breach if the same
can be cured by the payment or expenditure of
money provided to be paid under the terms of this
lease; provided, however, that for the purpose of
the foregoing, the Encumbrancer shall not be
required to pay money to cure the bankruptcy or
insolvency of Lessee; or
(b) If such default or breach is not so
curable, cause the trustee under the trust deed to
commence and thereafter diligently to pursue to
completion steps and proceedings for judicial
foreclosure, the exercise of the power of sale
under and pursuant to the trust deed in the manner
provided by law , or accept from Lessee an
assignment in lieu of foreclosure, and keep and
perform all of the covenants and conditions of
this lease requiring the payment or expenditure of
money by Lessee until such time as said leasehold
shall be sold upon foreclosure pursuant to the
trust deed, be released or reconveyed thereunder,
be sold upon judicial foreclosure or be
transferred by deed in lieu of foreclosure.
C. Title_to_Improvements . Title to all fixed
improvements made to and placed upon the leased premises
shall remain the property of the Lessee for the duration of
the Lease and shall vest in the City at such time as this
lease Agreement is terminated as provided herein .
Furniture, furnishings, and equipment, not including heat
and air conditioning equipment, will remain the personal
property of the Lessee and/or any sublessees and may be
removed by Lessee upon termination of this Agreement. It is
specifically understood and agreed that upon such removal
the Lessee shall restore the improved premises to good
8
useable condition, ordinary wear and tear excepted.
v�
M ARTICLE V - OBLIGATIONS OF LESSEE
ri
A. Lessee agrees that it will operate, maintain and
manage the leased premises and all facilities connected
therewith in a first class manner in accordance with the
best office park practices and comparable to other first
class office parks of such type providing similar facilities
and services during the entire term of this lease Agreement.
At all times during the letting hereunder, the Lessee
shall maintain full, adequate and experienced management,
all of whom, as well as Lessee' s other employees , shall be
reputable and of good character.
B. Lessee, its employees, agents or servants shall at
all times comply with the laws and regulations of the United
States of America , the State of California and all
applicable ordinances, codes, and regulations of the City of
Palm Springs (subject to the provisions of ARTICLE IV,
paragraph A) , and regulations governing the operation of the
Palm Springs Regional Airport as they now exist or as they
may hereafter be lawfully amended. Violations thereof by
Lessee, its agents, servants or employees, or revocation of
permits or licenses required in the performance of this
Agreement, shall be cause for termination of this Agreement
at the option of the Lessor if corrective action is not
commenced by Lessee within ninety (90) days after receipt of
9
written notice from Lessor and diligently pursued to
completion.
C. Lessee shall procure and maintain at its own
ri
expense all licenses or permits necessary to legally conduct
the office park facilities and associated businesses in the
City of Palm Springs.
D. Lessee covenants and agrees that it will pay, when
due, all taxes which may be levied against Lessee's property
or operations under this lease, including all property ,
sales, use, business activities or other tax . Lessee
specifically acknowledges that the leasehold interest
granted herein may be subject to possessory interest taxes.
E. Lessee shall provide a complete and proper area for
the adequate sanitary handling and disposal, away from the
airport of all trash, garbage and other refuse caused as a
result of the operation of its business . Lessee shall
provide and use suitable covered metal receptacles for all
garbage, trash and other refuse. It is agreed that the
piling of boxes, cartons, barrels, or other similar items in
an unsightly or unsafe manner on or about the premises is
prohibited.
F. Lessee shall bear all costs of operating the
office park and related services and shall pay in addition
to rental all other costs connected with the use of the
premises, facilities, rights and privileges granted herein.
Lessee agrees, at its own expense, to cause the premises and
10
improvements, including automobile parking facilities and
landscaping to be maintained in a first class, presentable
In
condition consistent with good business practices and to
ri assure that the building and grounds present an attractive
appearance.
G. Lessee will not suffer or permit to be maintained
upon the outside of any improvements located on the leased
premises any billboards or advertising signs except those
which have the specific prior approval of the City. It is
agreed, however, that Lessee may maintain on the leased
premises, or on the outside of the office park plaza erected
on the leased premises, its name or a trade name in neatly
painted, electrical or other illuminated sign or signs which
conform to the Palm Springs Sign Ordinance. The size and
type of any sign or signs must have the prior written
approval of the City , which approval shall not be
unreasonably withheld.
H. Lessee will use its best efforts to restrict the
use of its automobile parking facilities on the premises to
the automobiles of Lessee ' s and/or sublessee ' s guests ,
visitors, employees and suppliers.
ARTICLE VI - RENTAL
A. Minimum Annual Rental: Lessee shall pay to Lessor
a minimum annual rental of $42,500. 00 , payable in advance,
in equal monthly installments, on or before the first day of
11
each month, until November 1, 1992 .
The minimum annual rental of $42 , 500 . 00 shall be
V)
rd subject to the rental adjustment provisions of ARTICLE VI ,
paragraph F.
In the event that any rental payment is not made within
fifteen (15) days of the date due , a late charge in an
amount equal to 10% of the delinquent payment may be charged
by Lessor.
B. Percentage—Rental : In addition to the minimum
annual rental , Lessee shall pay to Lessor, as additional
rent for each "lease year", the amount by which 10% of the
"gross income" for each such " lease year" exceeds the
minimum annual rental, as adjusted.
C. For the purpose of this Agreement, "gross income"
for any lease year shall be an amount equal to the gross
income determined in accordance with generally accepted
accounting principles consistently applied, derived by
Lessee, acting as a sublessor, from the rental of the
premises, including, but not limited to, receipts from the
resale of gas, electric and cable television services in
excess of Lessee's cost of providing such services , except
that in the event Lessee (i) takes over the day-to-day
operation of any of the business operations carried on
within the premises, or (ii) occupies any other portion of
the premises (such portion not being leased to a third
12
party) , the gross amount received by Lessee by such
operation or occupancy shall not be deemed a part of "gross
6 income" as such term is defined herein, but, in this event,
there shall be added to "gross income" an amount equal to
the total fair rental value for the portion of the premises
operated or occupied by Lessee, as mutually agreed upon by
the parties or as determined by an appraiser, such appraisal
to be obtained at Lessee ' s cost, during the period during
any lease year in which Lessee conducts such operations or
occupies any part of the premises . In the event Lessee
enters into a "gross" lease as to a portion of the premises,
"gross income" shall be deemed to be the amount of gross
rental received by Lessee, less the cost of any operating
expenses attendant to said lease which are paid by Lessee.
If the annual rent per square foot is $12 . 00, of which $3 . 00
per square foot represents the operating expenses , real
estate taxes and insurance which would be paid, either
directly, or reimbursed to Lessee , as sublessor, by a
sublessee under a "net" lease, the income would be $9 . 00 per
square foot for the purpose of reporting gross income
pursuant to this Article VI, Paragraph C.
The following items shall be excluded from "gross
income" to the extent that they have been included therein:
1. Any income or receipts which under generally
accepted accounting principles consistently applied are
derived from any loan obtained by Lessee as permitted
13
by the provisions of this Lease , and the sale or
`N disposal of any capital assets;
U)
CO 2 . Any income or receipts which, under generally
CO
accepted accounting principles consistently applied are
derived from any indebtedness; and
3 . Any income or receipts which under generally
accepted accounting principles consistently applied are
derived from the investment by Lessee of any funds not
invested in the premises or the operation of Lessee ' s
business within the premises.
4. Increases of operating expenses over a base
year paid by a sublessee to Lessee, as sublessor.
5. Any income or monies which under generally
accepted accounting principles consistently applied are
derived from the receipt of insurance proceeds.
D. The minimum annual rental as provided for above
shall be paid monthly, in advance on the first day of each
and every month during the term of this Agreement, in a sum
equal to one-twelfth of the minimum annual rental . The
minimum annual rental shall be prorated in the year this
Lease commences and in the year the Lease terminates . In
addition to the minimum annual rental, Lessee shall furnish
to Lessor by April 1st of each year a verified statement of
its total gross income, as defined above, for the preceding
lease year. Such statement of its gross income from rentals
during the preceding lease year shall be accompanied by a
14
payment of percentage rent, if any, as provided in paragraph
B above, calculated on the basis of the preceding year ' s
gross income. For purposes of this Lease , the period
is
commencing on January 1 and ending on December 31 shall be
defined as the "lease year" .
E. Lessee shall keep accurate records of the revenue
from its operations. Such records shall be made available
to authorized representatives of Lessor on request at all
reasonable times. All supporting records, documents, books
and accounts shall be kept and retained by Lessee for a
period of not less than three (3) years. Within ninety (90)
days after the close of each lease year during the term of
this Agreement, Lessee shall have caused a revenue audit to
be made by a certified public accountant, licensed in the
State of California, of its annual gross income from the
operations herein authorized and of the rental payments
which it has made to Lessor in relation thereto . For
purposes of this Lease, the required revenue audit shall
consist of a letter by a certified public accountant stating
the amount of the rent which has been collected by Lessee
from the subject premises. Lessee shall have submitted to
Lessor by said accountant a copy of such audit. Should such
audit disclose a discrepancy between the amount paid to
Lessor and the amount due as indicated by such audit ,
adjustment shall be made promptly between the parties of the
sum theretofore paid. If the City does not contest or
15
otherwise challenge said audit report within one (1) year of
its receipt by the City , said audit report will be
C?
conclusively declared accurate and the City will be estopped
to later object to said report.
F. The minimum annual rental of $42 , 500 . 00 shall be
adjusted on November 1 , 1992 and every five ( 5 ) years
thereafter, based on the change in the Consumer Price Index
for the month of July preceding the adjustment date as
compared to the base index . For the purpose of this
computation, it is agreed that the Consumer Price Index for
the month of July, 1987 shall be the base, or 100% . The
Cost of Living Index to be used is that reflected by the
Consumer Price Index, all items, All Urban Consumers Los
Angeles-Anaheim-Riverside, California (1967 = 100) published
by the Bureau of Labor Statistics of the United States
Department of Labor. If, for any reason whatsoever, there
is any change in the method of calculation or formulation of
said price index, or if that index shall be no longer
published, then another index generally recognized as
authoritative shall be substituted by agreement. In any
event, the base used by any new index shall be reconciled to
the 1967 index. The cost of living adjustment to the
minimum annual rental shall not exceed 25% in any five-year
period.
16
ARTICLE VII - INSURANCE
A. Liability_Insurance During the entire term of
this Agreement, Lessee agrees to procure and maintain, at
its sole expense,
p , public liability insurance to protect
against loss from liability imposed by law for damages on
account of bodily injury, including death therefrom ,
suffered or alleged to be suffered by any person or persons
whomsoever, resulting directly or indirectly from any act or
activities of the Lessor or Lessee, or any person acting for
the City, or Lessee or under its control or direction, and
also to protect against loss from liability imposed by law
for damages to any property of any person caused directly or
indirectly by or from acts or activities of the City, of
Lessee, or any person acting for the City or Lessee , or
under its control or direction. Such public liability and
property damage insurance shall also provide for and protect
the City against incurring any legal cost in defending
claims for alleged loss. Such public liability and property
damage insurance shall be maintained in full force and
effect throughout the term of the Agreement and any
extension thereof in the following minimum limits:
Bodily Injury $ 500, 000 each person
$1, 000, 000 each occurrence
$1, 000, 000 aggregate products &
completed operations
17
0 r
VIM Property Damage $ 500, 000 each occurrence
$ 500, 000 aggregate
G:
A combined single limit policy with aggregate limits in
the amount of one Million Dollars ( $1 , 000 , 000 ) will be
considered equivalent to the required minimum limits . All
of such insurance shall be primary insurance and shall name
the City of Palm Springs as an additional insured.
If the operation under this Agreement results in an
increased or decreased risk in the opinion of the City
Manager , then Lessee agrees that the minimum limits
hereinabove designated shall be changed accordingly upon
request by the City Manager; provided, however, that the
Lessee may appeal to the City Council within ten ( 10) days
after any increase is requested and such requirement for
increased coverage shall be subject to determination by the
City Council.
Lessee agrees that provisions of this paragraph as to
maintenance of insurance shall not be construed as limiting
in any way the extent to which the Lessee may be held
responsible for the payment of damages to persons or
property resulting from Lessee ' s activities , or the
activities of any person or persons for which Lessee is
otherwise responsible.
B. Worker's Compensation Insurance The Lessee shall
procure and maintain , at its sole expense , Worker ' s
Compensation Insurance in such amounts as will fully comply
18
• •
with the laws of the State of California and which shall
indemnify, insure and provide legal defense for both the
Lessee and the City, against any loss , claim, or damage
C"7
Tg arising from any injuries or occupational diseases happening
to any worker employed by the Lessee in the course of
carrying out the within agreement.
C. All—Risk,—Fire—and Extended—Coverage—Insurance
Lessee agrees to procure and maintain, at its sole expense,
during the term of this Agreement , and any extension
thereof, a policy covering all risks including, without
limitation, fire, extended coverage and vandalism insurance
on all permanent property of Lessee's of an insurable nature
located upon the leased premises. Said policy shall be in
an amount sufficient to cover at least ninety percent (90%)
of the replacement costs of said property. If reasonably
available at a reasonable cost , Lessee also agrees to
procure and maintain, at its sole expense, during the term
of this Agreement, and any extension thereof , a policy
providing earthquake coverage. If reasonably available, the
policy shall be in an amount sufficient to cover at least
ninety percent ( 90% ) of the replacement costs of the
Property, with a deductible not to exceed ten percent (10%)
of the loss . Lessee agrees to pay the premium for such
insurance and shall require that any insurance proceeds
resulting from a loss under said policy are payable jointly
to City and Lessee. Said proceeds shall be reinvested in
19
rebuilding or repairing the damaged property or said
proceeds may be disposed of as specified in paragraph
c�a following, entitled "Waste, Damage or Destruction" , hereof;
ei
provided, however, that within the period during which there
is in existence a mortgage upon the leasehold, then and for
that period all policies of fire insurance , extended
coverage and vandalism shall be made payable jointly to the
mortgagee or beneficiary, the named insured, and City, and
shall be disposed of jointly by the parties for the
following purposes:
1. To be retained by said mortgagee or
beneficiary and applied in reduction of the debt
secured by such mortgage with the excess remaining
after full payment of said debt to be paid over to
Lessee and City to pay for reconstruction, repair, or
replacement of the damaged or destroyed improvements in
progress payments as the work is performed . The
balance of said proceeds shall be paid to Lessee.
Provided, further however, nothing herein shall
prevent Lessee, at its option and with the approval of
said mortgagee or beneficiary, from filing a faithful
performance bond in favor of said mortgagee or
beneficiary and City in an amount equivalent to said
insurance proceeds in lieu of surrendering said
insurance proceeds to said mortgagee or beneficiary and
City.
20
2 . In the event that this lease is terminated by
1�
mutual agreement and said improvements are not
c�
reconstructed, repaired, or replaced, the insurance
proceeds shall be jointly retained by City and said
mortgagee or beneficiary to the extent necessary to
first discharge the debt secured by said mortgage or
deed of trust and then to restore the premises in a
neat and clean condition . Said mortgagee or
beneficiary shall hold the balance of said proceeds for
City and Lessee as their interests may appear.
Lessee agrees to increase the limits of coverage when,
in the reasonable opinion of the City Manger, the value of
the improvements covered is increased, subject to the
availability of such insurance at the increased limits ;
provided, however, that the Lessee may appeal to the City
Council within 10 days after any increase is requested and
such requirement for increased coverage shall be subject to
determination by the City Council.
If available, and at such time as Lessee first becomes
obligated to make payment to Lessor of an amount for
percentage rental as calculated pursuant to ARTICLE VI ,
paragraph B, Lessee shall be required to maintain rental
interruption insurance in an amount sufficient to pay the
required minimum rent for a period of at least six ( 6 )
months during which the use or occupancy of the premises is
interrupted as a result of an insured hazard.
21
D. Waste, Damage,—or—Destruction Lessee agrees to
give notice to the City of any fire or other damage that may
occur on the leased premises within ten days of such fire or
damage . Lessee agrees not to commit or suffer to be
committed any waste or injury or any public or private
nuisance, to keep the premises clean and clear of refuse and
obstructions, and to dispose of all garbage , trash and
rubbish in a manner satisfactory to the City. If the leased
premises shall be damaged by any cause which puts the
premises into a condition which is not decent , safe ,
healthy, and sanitary, Lessee agrees to make or cause to be
made full repair of said damage and to restore the premises
to the condition which existed prior to said damage , or
Lessee agrees to clear and remove from the leased premises
all debris resulting from said damage and rebuild the
premises in accordance with plans and specifications
previously submitted to the City and approved in writing in
order to replace in kind and scope the operation which
existed prior to such damage.
Lessee agrees that preliminary steps toward performing
repairs, restoration, or replacement of the premises shall
be commenced by Lessee within ninety ( 90 ) days and the
required repairs, restoration, or replacement shall be
completed within a reasonable time thereafter. City shall
reasonably determine an equitable deduction in the minimum
annual rent requirement for such period that said premises
22
are untenable by reason of such damage.
LO
E. Automotive Insurance The Lessee shall
0 procure and
t1 maintain, at its sole expense, throughout the term of this
Agreement and any extension thereof public liability and
property damage insurance coverage for automotive equipment,
owned and non-owned, which may be used in connection with
the Property, if any, with coverage limits of not less than
One Million Dollars ($1, 000, 000) combined single limit. All
such insurance shall be primary insurance and shall name the
City of Palm Springs as an additional insured. Lessee ' s
certification that it has no automobile equipment assigned
to the project shall satisfy this clause with respect to
owned automobiles.
F. Evidence of Insurance A certificate of insurance,
or an appropriate insurance binder, evidencing the above
insurance coverage with a company reasonably acceptable to
the city's Risk Management Officer shall be submitted to the
City prior to execution of this Agreement on behalf of the
City.
G. Notice to_CitYL_Insurance_Coverage_Change The
terms of the insurance policy, or policies issued to provide
the above insurance coverage shall provide that said
insurance may not be amended or cancelled by the carrier,
for non-payment of premiums or otherwise, without thirty
(30) days prior written notice of amendment or cancellation
to the City. In the event that said insurance is cancelled,
23
the Lessee shall, prior to the cancellation date, submit to
LO the City Clerk new evidence of insurance in the amount
heretofore established . Failure of Lessee to provide
T•9
evidence of new insurance coverage shall be considered a
default under this Lease.
H. Alternative Insurance_Coverage Where under the
provisions of paragraphs A and E of this ARTICLE VII it is
required that Lessee procure and maintain policies of
insurance providing specific coverages, it is hereby agreed
by Lessor that BA PROPERTIES I, INC. shall have the option
of satisfying the requirements by covering the Property
under its own umbrella insurance policies . Lessor
acknowledges that such policies may contain higher
deductibles than would otherwise be allowed under the
provisions of this Lease Agreement.
Lessor further acknowledges and agrees that as an
alternative to satisfying the specific insurance
requirements of paragraphs A and E of this ARTICLE VII, and
as a further alternative to having BA PROPERTIES I , INC.
satisfy the insurance coverage requirements by covering the
Property under its existing umbrella insurance policies , BA
PROPERTIES I, INC, shall be entitled to self-insure as to
the various risks which would otherwise be covered by the
required insurance policies.
I. Indemnification Lessee agrees to indemnify ,
---------------
defend , and save Lessor and its agents and employees
24
lj harmless from any and all liability, claims, damages, or
injuries to any person, including injury to Lessee ' s
t1
employees and all claims which arise from or are connected
with the performance of or failure to perform the work or
other obligations of this agreement , or are caused or
claimed to be caused by the acts or omissions of Lessee, its
agents or employees, and all expenses of investigating and
defending against same ; provided, however , that this
indemnification and hold harmless shall not include any
claim arising from the sole negligence or willful misconduct
of the Lessor, its agents or employees.
ARTICLE VIII - TERMINATION BY LESSEE
In addition to all other remedies available to the
Lessee, this Agreement shall be subject to cancellation by
the Lessee should any one or more of the following events
occur:
A. The issuance by any court of competent
jurisdiction of a permanent injunction in any way
preventing the use of the leased premises for the
purpose hereinbefore enumerated.
B. The breach by the Lessor of any of the terms,
covenants or conditions of this Agreement to be kept,
performed and observed by the Lessor, and the failure
of the Lessor to remedy, or to commence action to
remedy such breach for a period of thirty (30) days
25
after written notice from the Lessee of the existence
x=
of such breach.
C. The assumption by the United States
Government, or any authorized agency of same, of the
operation , control or use of the airport and its
facilities in such a manner as to substantially
restrict the Lessee from conducting its operation if
such restrictions be continued for a period of six ( 6)
months or more.
In the event of cancellation of this Agreement by
Lessee because of the occurrence of any of the events listed
above, nothing herein shall preclude the Lessee from
compensation for the value of its leasehold interest, as
determined as of the date prior to the occurrence of any
such events.
ARTICLE IX - TERMINATION BY LESSOR
A. In addition to all other remedies available to the
Lessor, this Agreement shall be subject to cancellation by
the Lessor should any one or more of the following exist:
1. If the Lessee shall file voluntary petition
of bankruptcy, or if proceedings in bankruptcy shall be
instituted against it and it is thereafter adjudicated
a bankrupt pursuant to such proceedings; or if a court
shall take jurisdiction of Lessee and its assets
pursuant to proceedings brought under the provisions of
26
any Federal reorganization act; or if a receiver for
Lessee's assets is appointed by a Court of competent
jurisdiction; or if Lessee shall be divested of its
rights, powers and privileges under this Agreement by
other operation of law.
2 . If the Lessee shall abandon and discontinue
the conduct and operation of said office park plaza for
a period of six (6) months or more.
3 . If Lessee shall default in or fail to make
any payments at the times and in the amounts as
required of it under this Agreement.
4. If the Lessee shall fail to perform, keep and
observe all of the covenants and conditions contained
in this Agreement to be performed, kept and observed by
it.
5. If the Lessee shall fail to abide by all
applicable laws, ordinances and rules and regulation of
the United States, State of California or the City of
Palm Springs.
B. Upon the happening of any of the contingencies
recited in paragraph A above, Lessor shall give written
notice to Lessee to correct or cure such default, failure to
perform, or breach; and if, within ninety (90) days from
date of such notice, corrective action to cure the default,
failure to perform, or breach complained of shall not have
been commenced and thereafter diligently pursued to
27
completion in a manner satisfactory to the Lessor, then and
m
L�9I) in such event Lessor shall have the right , at once and
without further notice to Lessee, to declare this Agreement
Tel
terminated and to enter upon and take full possession of the
leased premises and, provided further, that upon the
happening of any one of the contingencies enumerated in
subparagraph (1) thereof, this Agreement shall be deemed to
be breached by Lessee and thereupon without entry or other
action by Lessor this Agreement shall terminate subject to
being reinstated only if such involuntary bankruptcy or
insolvency proceedings , petitions for reorganization ,
trusteeship, receivership, or other legal act divesting
Lessee of its rights under this Agreement shall be denied,
set aside, vacated or terminated in the Lessee ' s favor
within forty-five ( 45 ) days from the happening of the
contingency. Upon the happening of said latter events, this
Agreement shall be reinstated as if there had been no breach
occasioned by the happening of said contingencies, provided
that Lessee shall within ten (10 ) days after the final
denial, vacating or setting aside of such petition on the
vacating, terminating or setting aside of such appointment,
pay or discharge any and all sums of money which may have
become due under this Agreement in the interim and shall
then remain unpaid, and shall likewise fully perform and
discharge all other obligations which may have accrued and
become payable in the interim.
28
C. Lessor shall give written notice of such
7 termination to said Lessee if defaults have not been cured
i�
within said ninety (90) days and the lease shall terminate
ten (10) days after the date of said notice. The acceptance
of rentals and fees by Lessor for any period after a default
of any of the terms , covenants , and conditions herein
contained to be performed, kept and observed by Lessee shall
not be deemed a waiver of any rights on the part of the
Lessor to cancel this lease for failure by Lessee to so
perform, keep or observe any of the terms, covenants or
conditions hereof to be performed, kept and observed. No
Waiver by the Lessor of any of the terms of this Agreement
to be kept, performed and observed by the Lessee shall be
construed to be or act as a waiver by the Lessor of any
subsequent default on the part of the Lessee.
ARTICLE X - ASSIGNMENT AND SUBLETTING
A. Assignment_ Lessee shall not assign , sell or
otherwise transfer (collectively "assign" and the act
thereof "assignment") its interest in this Lease or in the
estate created hereby, in whole or in part, unless:
1. The proposed assignment is first approved in
writing by Lessor, which approval shall not be
unreasonably withheld;
2 . There is no existing default on the part of
Lessee in the performance or observance of any of the
29
+ provisions hereof;
LID
IN
3 . The assignment is in writing , is duly
e-1 executed and acknowledged by Lessee and the assignee,
is in a form satisfactory to Lessor and provides that
assignee assumes and agrees to carry out and perform
all of the provisions hereof on the part of Lessee to
be carried out and performed; and
4 . An executed original of such assignment is
delivered to Lessor.
B. Subletting.
1. Lessee shall have the right at any time and
from time to time during the term hereof to sublet all
or any part or parts of the premises or the
improvements or both, and to assign, encumber, extend
or renew any sublease, provided that Lessee shall
remain primarily obligated to perform Lessee ' s
obligations hereunder and provided that each sublease
shall contain a provision, satisfactory to Lessor and
to each leasehold mortgagee (hereinafter defined)
having an interest at the time the sublease is
executed, requiring the sublessee to attorn to Lessor
or, in the event of any proceeding to foreclose any
leasehold mortgage, to the leasehold mortgagee, or any
person designated in a notice from leasehold mortgagee,
if Lessee defaults under this Lease and if the
subtenant is notified of Lessee ' s default and
30
instructed to make subtenant ' s rental payments to
LID
Lessor or to such leasehold mortgagee or to such
Ca
a-7 designated person.
2 . Provided the terms of a subtenant ' s sublease
with Lessee are acceptable to or have heretofore been
approved by Lessor, Lessor shall enter into a so-called
"non-disturbance agreement" with any subtenant of
Lessee which requests such an agreement . Such
agreement shall provide that Lessor shall recognize the
sublease and not disturb the subtenant ' s possession
thereunder only so long as such subtenant shall not be
in default under its sublease, that subtenant will
attorn to Lessor, that subtenant will pay rent to
Lessor from the date of such attornment , and that
Lessor shall not be responsible to subtenant under the
sublease except for obligations accruing subsequent to
the date of such attornment.
ARTICLE XI - NON-EXCLUSIVENESS
Nothing contained in this Agreement shall be construed,
grant or authorize the granting of any exclusive right
within the meaning of Section 308 of Federal Aviation Act of
1958, as amended.
ARTICLE XII - RIGHT OF INSPECTION
The Director of Transportation and/or his duly
31
authorized representatives shall have at any and all times,
dj the full and unrestricted right to enter the leased premises
�7
for the purpose of inspecting such premises and of doing any
and all things with reference thereto which the Lessor is
obligated or authorized to do as set forth herein or which
may be deemed necessary for the proper general conduct and
operation of the Palm Springs Regional Airport, or in the
exercise of the Lessor's police power.
ARTICLE XIII - HOLDING OVER
In the event Lessee shall hold over and remain in
possession of the leased premises after expiration of this
Agreement without any written renewal thereof, such holding
over shall not be deemed to operate as a renewal or
extension of this Agreement, but shall only create a tenancy
from month-to-month which may be terminated at any time by
either party.
ARTICLE XIV - RULES AND REGULATIONS
The Lessor shall have the right to and shall adopt and
enforce reasonable rules and regulations with respect to the
use of the Airport and facilities thereon, which property
includes the leased premises, which Lessor agrees to observe
and obey.
32
�y ARTICLE XV - MAINTENANCE - ALTERATIONS AND REPAIRS
a
U5
A. Lessee shall at all times keep the leased premises
(0 and all improvements, fixtures equipment and T.q P , ment q p personal
property in a clean and orderly condition and appearance.
B. Lessee shall repair, replace, rebuild and paint all
or any part of the improvements on the premises which may be
damaged or destroyed by the acts or omissions of Lessee,
sublessees or by those of its officers , employees, guests,
invitees or of other persons on or at the premises with
consent of Lessee.
C. Lessee shall take such care of the leased premises
and all parts thereof that at all times during the term of
this Agreement and at the expiration or termination hereof,
the leased premises shall be in as good condition as at the
time of completed construction or installation, except for
reasonable wear which does not adversely affect the
structural integrity or condition of the structures or
adversely affect the appearance and efficient and proper
utilization of any part of the leased premises . The
premises and all parts thereof shall include, but not be
limited to, such of the following as are or may be located
or installed in or on the premises during the term of this
Agreement : Fencing the exterior and interior of the
building walls, the exterior and interior and operating
mechanism of and attachments to windows and skylights ,
screens, roofs, foundations, steel work, columns ; the
33
exterior and interior and operating mechanism of and
attachments to doors, partitions, floors, ceilings; inside
and outside paving and unpaved areas, landscaping, glass of
�+s
Ll ever kind and the utility,
ie Y y, mechanical , electrical and
other systems.
Ci
D. Lessee shall make frequent periodic inspections and
as the necessity arises, regardless of the causes therefore,
shall perform all necessary preventive maintenance ,
including, but not limited to, painting; make all necessary
repairs and replacements; and do all necessary rebuilding
with respect to the premises and all parts thereof
(including any total destruction) . All such maintenance,
repairs, and replacement shall be of quality equal to the
original in materials and workmanship.
ARTICLE XVI - NON-DISCRIMINATION AND FAA REQUIRED CLAUSES
A. The Lessee, in the operations to be conducted
pursuant to the provisions of this Agreement and otherwise
in the use of the Airport, shall not discriminate against
any person or class of persons by reason of race, color,
creed or national origin as in any manner prohibited by Part
15 of the Federal Aviation Regulations or any amendments
thereto.
B. Non-compliance with these provisions shall
constitute a material breach of this Agreement . In the
event of such non-compliance, the City shall have the right
34
EXHIBIT "A"
C;>
C5
PARCEL l:
Lot 3 of Tract No. 14573 in the City of Palm Springs, County of
Riverside, State of California, as per map recorded in Book
109 , Pages 97 and 98 of Tract Maps in the office of the County
Recorder of said county. ( 3 . 4 acres, more or less ) .
PARCEL 2 :
A nonexclusive easement for pedestrian ingress and egress, for
vehicular ingress and egress, and for the right to use
designated walkways, driveways and parking areas, as such
improvements exist from time to time, in Lots 1 and 2 of Tract
No. 14573 , as per map recorded in Book 109 , Pages 97 and 98 of
Tract Maps in the office of the County Recorder of Riverside
County, California, such easement to extend to Lessee, its
successors and assigns , Lessee' s subtenants , their licensees
and business invitees .
THE LEASEHOLD INTEREST BEING CONVEYED HEREIN IS SUBJECT TO:
A nonexclusive easement for pedestrian ingress and egress, for
vehicular ingress and egress, and for the right to use
designated walkways , driveways and parking areas , as such
improvements exist from time to time, such easement running in
favor of all persons with a real property and/or other
leasehold interest in Lots 1 and 2 of Tract No. 14573 , their
licensees and business invitees .
11/004
EXHIBIT "A"
EXHIBIT "B"
0O
C�
t`�1
T'{ Lot 1 of Tract No. 14573 in the City of Palm Springs, County of
Riverside, State of California, as per map recorded in Book
109, Pages 97 and 98 of Tract Maps in the office of the County
Recorder of said county. ( 3 . 4 acres, more or less ) .
Lot 2 of Tract No. 14573 in the City of Palm Springs, County of
Riverside, State of California, as per map recorded in Book
109 , Pages 97 and 98 of Tract Maps in the office of the County
Recorder of said county. ( 2 . 38 acres, more or less ) .
A
EXHIBIT "B"
�i
/
e
/
y
Post Dffice oR Palm Sprinp, California e 63-1786 @ \ >
§ ` &
- a •
o .
n
�
4 � •
Y
LESSOR
i1S
i• ATTEST: CITY OF PA7� SPRINGS, CALIFORNIA,
a By
-City Clerk City Manac)er
LESSEE
REVIEWED & APPROVED:
S` BA PROPERTIES I, INC. ,
A Del re rppr((��ation
By V�ii_
(- v, President
By /
Secretary
STATE OF )
ss.
r'
CORPORATE ACKNOWLEDGEMENT
,,HSTATE OF CALIFORNIA )
COUNTY OF SAN FRANCISCO ) S.S.
On this 12th day of February 1988_ hafnrp mp (zti;�,,.,. it-,-
STATE OF CALIFORNIA)
)ss.
OU'NTY OF RIVERSIDE)
I If
On .1-9,85, before me, the undersigned Notary Public in and
for the sa;. State, personally appeared * * * * Norman R. Kina * * * * * , known to me
Iy
to be the City Manager and * * * * * * *Judith Sumich * * * * * * * known to me to be
4the City Clerk of the CITY OF PALM SPR NGS, the Corporation that executed the within
instrument, known to me to be the persons who executed the within Instrument, on behalf
t�7f the Corporation herein named, and acknowledged to me that such Corporation executed
Tthe within Instrument pursuant to its by-laws, or a;resolution, prq ordinance.
WITNESS my hand and official seal :
Notary Public in and fo said State
ElAME L SCBMINRTZ
Iv rarwnrueuccKroM,�
nr�eaoeaou2n
Mrc....Dike aftxs i»o
to terminate without liability; or at the election of the
City or the United States, both shall have the right to
judicially enforce the above provisions.
C. The Lessee agrees to insert the anti-discrimination
provisions hereinabove enumerated in any agreement by which
said Lessee grants a right or privilege to any person, firm
or corporation to render accommodations and/or services to
the public on the subject premises.
D. The City also reserves the right, but shall not be
obligated to the Lessee, to maintain and keep in repair the
landing area of the Airport as well as publicly-owned
facilities of the airport together with the right to direct
and control the activities of the Lessee in this regard.
E. The Lessee hereby agrees to comply with the
notification and review requirements covered in Part 77 of
the Federal Aviation Regulations in the event any future
structure or building is planned or in the event of any
planned modification or alteration of any present or future
building or structure situated on the leased premises.
F. The City hereby reserves a right of flight for the
passage of aircraft in the airspace above the surface of the
subject premises together with the right to create in said
airspace such noise as is or shall become inherent in the
operation of aircraft operating on the Airport.
G. The Lessee, by accepting this Agreement expressly
agrees for itself, its successors and assigns that it shall
35
not erect, nor permit the erection of any structure or
c5 object nor permit the growth of any tree on the land leased
Ti
hereunder above the mean sea level elevation of six hundred
(600) feet. In such an event, the City reserves the right
to enter upon the land leased hereunder and require Lessee
to remove the offending structure or object at the expense
of Lessee.
H. The Lessee, by accepting this Agreement, expressly
agrees for itself, its successors and assigns that it shall
not use the leased premises in any manner which might
interfere with the landing and taking off of aircraft from
or on the Palm Springs Regional Airport or otherwise create
a hazard. In such an event, the City reserves the right to
enter upon subject premises and cause the abatement of the
interference or hazard at the expense of the Lessee.
I. This Agreement, and all the provisions hereof ,
shall be subject to whatever right the United States
Government now has or in the future may have or acquire,
affecting the control , operation , regulation or
commandeering of the Airport or the exclusive or
non-exclusive use of the Airport by the United States during
the time of war or national emergency.
ARTICLE XVII - INVALID PROVISIONS
In the event any covenant, condition, or provision
herein contained is held to be invalid by any court of
36
competent jurisdiction, the invalidity of any such covenant,
£ condition or provision, herein contained is hereby declared
(0 c0 to be severable and the remainder of this Agreement shall
rq
remain in full force and effect provided that the validity
of any such covenant , condition or provision does not
materially prejudice, either the Lessor or Lessee, in its
respective rights and abrogations contained in the valid
covenants, conditions or provisions of this Agreement.
ARTICLE XVIII - CONDEMNATION
A. Definitions. As used in this Agreement:
1. "Condemnation" means (a) the taking or
damaging, including severance damage, by eminent domain
or by inverse condemnation or for any public or
quasi-public use under any statute, whether by legal
proceedings or otherwise, by a condemnor (hereinafter
defined) , and (b) a voluntary sale or transfer to a
condemnor, either under threat of condemnation of while
condemnation legal proceedings are pending.
2 . "Date of taking" means the later of (a) the
date actual physical possession is taken by the
condemnor or (b) the date on which the right to
compensation and damages accrues under the law
applicable to the premises.
3 . "Award" means all compensation , sums or
anything of value awarded, paid or received for a total
37
taking, a substantial taking or a partial taking
LO
hereinafter defined) ,) , whether pursuant to judgment or
by agreement or otherwise.
4. "Condemnor" means any public or quasi-public
authority or private corporation or individual having
the power of condemnation.
5. "Total taking " means the taking by
condemnation of the fee title to all the premises and
all the improvements.
6. "Substantial taking" means the taking by
condemnation of so much of the premises or improvements
or both that one or more of the following conditions
results:
(a) The remainder of the premises would not
be economically and feasibly usable by Lessee ;
and/or
(b) A reasonable amount of reconstruction
would not make the land and improvements a
practical improvement and reasonably suited for
the uses and purposes for which the premises are
leased hereunder.
7. "Partial taking" means any taking of the fee
title that is not either a total taking or a
substantial taking.
8. "Notice of intended condemnation" means any
notice or notification on which a reasonably prudent
man would rely and which he would interpret as
expressing an existing intention of condemnation as
distinguished from a mere preliminary inquiry or
38
proposal. It includes but is not limited to service of
Ls a condemnation summons and complaint on a party hereto.
The notice is considered to have been received when a
ri party receives from the condemnor a notice of intent to
condemn, in writing, containing a description or map
reasonably defining the extent of the condemnation.
B. Notice and Representation.
1. The party receiving a notice of one or more
of the kinds specified below shall promptly notify the
other party of the receipt, contents and dates of such
notice.
(a) Notice of intended condemnation.
(b) Service of any legal process relating to
condemnation of the premises or improvements.
(c) Notice in connection with any
proceedings or negotiations with respect to such a
condemnation.
(d) Notice of intent or willingness to make
or negotiate a private purchase, sale or transfer
in lieu of condemnation.
2 . Lessor and Lessee shall each have the right
to represent its respective interest in each
condemnation proceeding or negotiation and to make full
proof of its claims. No agreement, settlement, sale or
transfer to or with the condemnor shall be made without
the consent of Lessor and Lessee . Lessor and Lessee
shall each execute and deliver to the other any
instruments that may be required to effectuate or
39
facilitate the provisions of this Agreement relating to
Kil
III
condemnation.
CpJ
C. Total or Substantial Taking.
1. On a total taking, this Agreement shall
terminate on the date of taking.
2 . If a taking is a substantial taking as
defined in Section A above, Lessee may, by notice to
Lessor given within sixty ( 60 ) days after Lessee
receives notice of intended condemnation , elect to
treat the taking as a substantial taking. If Lessee
does not so notify Lessor, the taking shall be deemed a
partial taking. If Lessee gives such notice and Lessor
gives Lessee notice disputing Lessee ' s contention
within sixty (60) days following receipt of Lessee ' s
notice, the dispute shall be promptly submitted to
arbitration. If Lessor gives no such notice , the
taking shall be deemed a substantial taking . A
substantial taking shall be treated as a total taking
if (a) Lessee delivers possession to Lessor within
sixty (60) days after determination that the taking was
a substantial taking, and (b) Lessee is not in default
under the lease and has complied with all lease
provisions concerning apportionment of the award. If
these conditions are not met , the taking shall be
treated as a partial taking.
3 . Lessee may continue to occupy the premises
40
\ and improvements until the condemnor takes physical
Vy
possession. At any time following notice of intended
total taking, or within the time limit specified for
delivering possession in the provision on substantial
taking, Lessee may elect to deliver possession of the
premises to Lessor before the actual taking . The
election shall be made by notice declaring the election
and agreeing to pay all rents required under this
Agreement to the date of taking. Lessee ' s right to
apportionment of or compensation from the award shall
then accrue as of the date that the Lessee goes out of
possession.
4 . On a total taking all sums, including damages
and interest, awarded for the fee or leasehold or both
shall be deposited promptly with an approved escrow
agent and shall be distributed and disbursed in the
following order of priority:
(a) All real and personal property taxes
constituting a lien on the premises or
improvements.
(b) The balance due under any note and
leasehold mortgage permitted hereunder and to
which the fee is not subordinated.
(c) The balance due under any note and
mortgage encumbering the fee but not having
priority over the lease, provided that the amount
so paid shall be deducted from any amounts
otherwise due to Lessor.
(d) To Lessor a sum equal to the value of
the premises taken, valued as unimproved land
exclusive of improvements, as encumbered by this
41
Lease.
LO
0 (e) To Lessor any expenses or disbursements
e� reasonably paid or incurred by or on behalf of
Lessor for or in connection with the condemnation
proceedings.
(f) To Lessor the value of the reversionary
interest in the improvements.
(g) To Lessee the balance of the award.
D. Partial Taking.
1. On a partial taking this Agreement shall
remain in full force and effect covering the remainder
of the premises and improvements , except that the
minimum annual rent, minimum monthly rent and rent
adjustment payments shall be reduced in the same ratio
as the percentage of the area of the premises taken
bears to the total area of the premises.
2 . Promptly after a partial taking, at Lessee ' s
expense and in the manner specified in provisions of
this Agreement relating to maintenance, repairs and
alterations , Lessee shall repair, alter, modify or
reconstruct the improvements ("restoring" ) so as to
make them reasonably suitable for Lessee ' s continued
occupancy for the uses and purposes for which the
premises are leased. If Lessee does not restore as
above the cost of such restoring shall be deducted from
Lessee's share of the award and paid to any leasehold
mortgagee demanding it and otherwise to Lessor.
3 . On a partial taking all sums , including
42
damages and interest, awarded for the fee or leasehold
1*„
or both, shall be deposited promptly with an approved
-1 escrow agent and shall be distributed and disbursed in
the following order of priority:
(a) The cost of restoring the improvements,
plus any amount assessed , awarded , paid or
incurred to remove or relocate subtenants , plus
any amount awarded for detriment to business.
(b) To Lessor a sum equal to that percent of
the value of the premises equal to the percentage
the area of the premises taken bears to the total
area of the premises; the value of the premises
shall be as unimproved land exclusive of
improvements, as encumbered by this Lease.
(c) To Lessor any expenses or disbursements
reasonably and necessarily incurred or paid by or
on behalf of Lessor for or in connection with the
condemnation proceedings.
(d) To Lessee any expenses or disbursements
reasonably and necessarily incurred or paid by or
on behalf of Lessee for or in connection with the
condemnation proceedings.
(e) To Lessee the balance of the award.
E. Limited Takings.
1. On the taking, other than a temporary taking,
of less than the fee in the premises or improvements or
both, the question whether the taking is total ,
substantial or partial and the effects on the term,
rent and apportionment of awards shall in the event of
dispute be submitted to arbitration. Both parties
waive their rights under section 1265 . 130 of the
California Code of Civil Procedure and agree that the
right to terminate this Agreement in the event of a
43
taking shall be governed by the provisions of this
ARTICLE XVIII.
2 . On any taking of the temporary use of all or
any part or parts of the premises or improvements or
both for a period, or of any estate less than a fee,
ending on or before the normal expiration date of the
term, neither the term nor the rent shall be reduced or
affected in any way and Lessee shall be entitled to any
award for the use or estate taken. If a result of the
taking is to necessitate expenditures for changes ,
repairs, alterations, modifications or reconstruction
of the improvements to make them economically viable
and a practical whole, Lessee shall receive, hold and
disburse the award in trust for such work. At the
completion of the work and the discharge of the
premises and improvements from all liens and claims,
Lessee shall be entitled to any surplus and shall be
liable for any deficit. If any such taking is for a
period extending beyond the expiration date of the
term, the taking shall be treated under the foregoing
provisions for total, substantial and partial takings.
ARTICLE XIX - GENERAL PROVISIONS
A. Notices to Lessor provided for in this Agreement
shall be sufficient if personally delivered or sent by
registered mail , postage prepaid, addressed to the City
44
Clerk, City of Palm Springs, Palm Springs, California 92262 ,
and notices to the Lessee shall be sufficient if personally
C^�
c~5
e-f delivered or sent by registered mail , postage prepaid ,
addressed to BA Properties I, Inc. , 555 California Street,
San Francisco, California 94104 , or other such respective
addresses as the parties may designate to each other from
time to time in writing.
B. The Lessee represents that it has carefully
reviewed the terms and conditions of this Agreement, and is
familiar with such terms and conditions and agrees
faithfully to comply with the same to the extent to which
said terms and conditions apply to its activities as
authorized and required by this Agreement.
C. The term Lessor as used in this Agreement means the
City of Palm Springs and where this Agreement speaks of
approval and consent by the Lessor , such approval is
understood to be manifested by an official act of the City
of Palm Springs, unless otherwise expressly stated in this
Agreement.
D. Except as otherwise expressly provided in this
Agreement, should the performance of any act required by
this Agreement to be performed by either Lessor or Lessee be
prevented or delayed by reason of any Act of God, strike,
lockout, labor trouble, inability to secure materials ,
restrictive governmental laws or regulations , or any other
cause, except financial inability, not the fault of the
45
kt,
LO
party required to perform the act, the time for performance
r! of the act will be extended for a period equivalent to the
period of delay and performance of the act during the period
of delay will be excused; provided, however, that nothing
contained in this Section shall excuse the prompt payment of
rent by Lessee as required by this Agreement or the
performance of any act rendered difficult or impossible
solely because of the financial condition of the party ,
Lessor or Lessee, required to perform the act.
E. If either party is compelled for any reason to
take any action to enforce the terms of this Agreement or
becomes a party to any litigation concerning this Agreement
or the Property by reason of any act or omission of the
other party or its authorized representatives ( "Party at
Fault") , the Party at Fault shall be liable to the other
party for reasonable costs and expenses resulting from the
action taken to enforce the terms of this Agreement ,
including reasonable attorneys ' fees . If either party
commences an action against the other party arising out of
or in connection with this Agreement, the prevailing party
shall be entitled to have and recover from the losing party
reasonable attorneys ' fees and costs of suit.
F. This Agreement, and all matters relating to this
Agreement, shall be governed by the laws of the State of
California in force at the time any need for interpretation
of this Agreement or any decision or holding concerning this
46
�+ Agreement arises.
�n
G. This Agreement shall be binding on and shall inure
t•I to the benefit of the administrators, successors and assigns
of the parties hereto.
H. This Agreement constitutes the sole and only
agreement between Lessor and Lessee, the lease terms herein
specified, and correctly sets forth the obligations of
Lessor and Lessee to each other as of its date . Any
agreements or representations respecting said premises ,
their leasing to Lessee by Lessor, or any other matter
discussed in this Agreement not expressly set forth in this
Agreement are null and void.
I. Time is expressly declared to be of the essence of
this Agreement.
IN WITNESS WHEREOF , the parties have caused this
Agreement to be executed by their duly authorized officers
and their respective seals to be hereto affixed this 0 7
day of 2c Q , 198
47
AMERICAN INTERNATIONAL GROUP
70 PINE ST. , NY, NY 10005
CERTIFICATE OF INSURANCE
Certificate Issued to: Named Insured:
City of Palm Spring BankAmerica Corporation and/or
P.O. Box 1786 Bank of America NTBSA
Pa 1 m Springs, CA 92263-1786 r;I1y I;
ton', "f.. "3dtZ*S"'�Sibl
kCorporate Risk and Insurance
Management Services 113202
P.O. Box 37000
San Francisco, CA, 94137
RE: Leased Premise- Airport Park Plaza B.A.P. Number 3001
This is to certify that the below designated policy has been issued by the Company indicated
and is in force on the date borne by this Certificate. The policy indicated herein applies
with respect to the hazard and For the coverage and limits of liability indicates! by
specific entry herein, subject to all the terms and conditions of such policy. This
Certificate is not an insurance policy and does not amend or alter the coverage afforded by
the policy listed on this Certificate.
Coverage: COMPREHENSIVE GENERAL LIABILITY INSURANCE
COMPREHENSIVE AUTOMOBILE LIABILITY INSURANCE
Policy No. : GL915-0302 National Union Fire Insurance Company
BA915-0302
Term: 2-1-85 to 3-1-88
Limits of Liability: $1 ,000,000 Combined Single Limit for Bodily Injury
and/or Property Damage Liability each occurrence
and in the aggregate where applicable and is
subiecL- to the policy's self insured retention.
1 . This policy insures all automobile owned, hired, leased or maintained by the Named
Insured;
2. This policy insures all operations, premises and activities of the Named Insured
including Products Liability and liability assumed under written agreements;
3. Under this policy., the Insured includes: City of Palm Spring
Any individual , firm, co-partnership, corporation, political subdivision, commission,
board or agency thereof including the officers and members of such political
subdivision, commission, board or agency or any other entity for whom the Named Insured
has contracted or during the currency of this policy may contract under written contract
usual or incidental to such Named Insured's business to procure liability insurance but
only to the extent and in the amount for which such Named Insured has contracted to
procure insurance and in no event to exceed the limits of liability set forth in the
policy.
Should the above mentioned policies be cancelled, assigned or materially changed during the
above named policy period in such a manner as to affect. this Certificate, the Company will
endeavor to give thirty (30) days written notice to the holder of this Certificate. This
certificate is issued as a matter of information only, and confers no rights on the holder.
It imposes no liability upon the Company and does not amend, extend or alter in any way the
coverage or the limits of liability afforded by the policy designated herein.
Notwithstanding any requirement, term or condition of any contract or other document with
Le spect to which this Certificate is issued 'the insurance afforded by the policy listed on
this Certificate is subject to all terms of such policy.
The above insurance arranged through: Date of Issue: September, 1 , 1987
Johnson & Higgins of California
345 California Street
San Francisco, CA 94104
(Underscored wording required by State of California)
AMERICAN INTERNATION,A-,L GROUP
70 PiNE ST. , NY, NY 10005
CERTIFICATE OF PROPERTY INSUf
Certificate Issued to: csitra r,;,• Named Insured:
' ..
City of Pa 7 rn Spring 4 n;; 8; ,11 BankAmerica Corporation and/or
P.O. BOX 1786 Bank of America NT3SA
Palm Springs, CA 92263-1786
a,,rIes f �T
05A.k �O+e t
RE: Building and /or structure and/or Corporate Risk and insurance
Personal Property and improvements Management Services f13202
and betterments of the named insurer.) World Headquarters Building
situated at: See Attach Lease Agreement #1472 P.O. Box 37000
San Francisco, CA. 94137
Also known as: x #X1
This is to certify that the below designated policy has been issued by the Company
indicated and is in Force on the date borne by this CertiFicate. The policy indicated
herein applies with respect 'to the hazard and for the coverage and limits of liability
indicated by specific entry herein, subject to all the terms and conditions of such
policy. This CertiFicate is not an insurance policy and does not amend or alter the
coverage efr"orded b,i ic the col , list d on this Certificate.
Such insurance as provided hereunder- shall inure to the benefit of any additional insured
or loss payee named below, but only for such coverages
and 'to the extent that the Named Insured has agreed to provide under written agreement.
Coveraq_e: Virtually All Risks Excluding earthquake and flood
Policy No. . F9150299 National Union Fire Insurance Company
Term: _ 2-1-86 to 3-1-88
Limits of Liability: $15,000,000 Each Occurrence and is subject to the
policy"s self insured retention.
Additional Insured: City of Palm Spring
Loss Payee as per Lenders Loss Payable Endorsement 438BFUNS (5/42) attached:
Should the above mentioned policies be cancelled, assigned or materially changed during the
above named policy period in such a manner as to affect this Certificate, the Company will
give thirty (30) days written notice to the holder of this Certificate. This certiFicate
is issued as a matter of information only, and confers no -rights on the holder, it imposes
no liability upon the Company and does not amend., extend or alter in any way the coverage
or the limits of liability afforded by the policy designated herein. Notwithstanding any
re ulrernenL term or condition of any contract or other document with respect to which this
Certificate is issued, the insurance afforded by the policy listed on this Certificate is
sul: agt to all terms of such policy.
The above insurance arranged through: Date of Issue: September 1 , 1987
Johnson 3 Higgins of California
345 California Street
San Francisco, CA 94104
(Underscored wording required by State of California)
THIS SHOULD BE FRAMED AND f �T BE CONSPICUOUSLY DISPLAYED
^,—
1�
�` r
iSTATE OF CALIFORNIA
1455 DEPARTMENT OF INDUSTRIAL RELATIONS
IVUhiBE1L__ ____________ OFFICE OF THE DIRECTOR
CEPWIRCASC OF COMSENTi TO SELF-1MSURE
THIS IS TO CERTIFY, That__BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION
has complied with the requirements of the Director of Industrial Relations under the provisions of
Sections 3700 to 3705, inclusive, of the Labor Code of the State of California and is hereby granted this
l
I Certificate of Consent to Se1_f-Insure.
l� d
i
This certificate may be revoked at any time .for good cause shown.' II
DATED Al' SAN FRANCISCO, CM.IFORNIA. 1
DE R MENT OF INDUSTRIAL ELATIONS i
/ ~ ':`_. I\ S.' r T STAT F C/ LIF 9
` ;r •4�Z� 1�f r, 1st DAY OF January, ,a 73.
THIN
6
< .�1 J j�i I� 1�' . 7 j H• EiYV RD {JH TL' a e[cree
ATTfsT
�y � �' 1 ' � •1 11.1 ED};ARD Dr STRUCK, Jr. 4 S
'ry r f f I•fanager, Self-Insurance Plat r
• Revocation of Certafica te.='A certificate of consent to self-insure may be re,oked by the Director of Industrial Relations at any time for good cause after a
hearing. Good cause includes, among other things, the Impairment of the soheucy of such employer, the inability of Itie employer to fulfill his obligations, or the
practice bf such employer or Iau agent i,a charge of the administration of obligations under this division of any of the lzena wg: (a) Habitually and as a matter of
practice and custom inducing claimants fat compensation to accept less than the compensation due or malting it necessary for them to resort to proceedings
awmst the employer to secure the compensation due; (b) Discharging his compensation obligations in a dishonest manner; (c) Discharging his compensation
obbsatiaas to such a manner as to cause injury to the public or those dealing with lima." (SecDon 3702 of Labor Code.)
Foen A.i.lo
•.ns.va•a,em O ov
HOME INSURANCE COMPANY
1 EMBARCADERO CENTER
SAN FRANCISCO, CA 94111
CERTIFICATE OF PROPERTY INSURANCE
Certificate Issued to: Named Insured.
City of Palm Springs M �1P BankAmerica Corporation and/or
P. 0. BOX 1786 Bank of America NT&SA
Palm Springs, CA 92263-1786 MAR
RE: Building and /or structure and/or Corporate Risk and Insurance
Personal Property and improvements Management Services #3202
and betterments of the named insured 799 Market Street 8th Floor_
situated-at - —255 and 275 N. El Cielo Rd. San Francisco, CA 94103
#4322
Also known as Branch:
This is to certify that the below designated policy has been issued by the Company indicated
and is in force on the date borne by this Certificate. The policy indicated herein applies
with respect to the hazard and for the coverage and limits of liability indicated by specific
entry herein, subject to all the terms and conditions of such policy. This Certificate is not
an insurance policy and does not amend or alter the coverage afforded by the policy listed on
this Certificate.
Such insurance as provided hereunder shall inure to the benefit of any additional insured or
loss payee named below, but only for such coverages and to the extent that the Named Insured
has agreed to provide under written agreement.
Coverage: Virtually "All Risks" Excluding as per policy terms
Policy No. : MLP 9054472 The Home Insurance Company
Tern: 3-1-89 to 3-1-92
Limits of Liability: $40,000,000 Each Occurrence and subject to the
policy's self insured retention
Additional Insured: City of Palm Springs
Loss Payee as per Lenders Loss Payable Endorsement 438BFUNS (5/42) attached:
Should the above mentioned policies be cancelled, assigned or materially changed during the
above named policy period in such a manner as to affect this Certificate, the Company will
endeavor to give thirty (30) days written notice to the holder of this Certificate. This
certificate is issued as a matter of information only, and confers no rights on the
holder. It imposes no liability upon the Company and does not amend, extend or alter in
any way the coverage or the limits of liability afforded by the policy designated herein.
Notwithstanding any requirement term or condition of any contract or other dccinnent with
respect to which this Certificate is issued the insurance afforded by the policy listed on
this Certificate is subject to all terms of such policy.
The above insurance arranged through: Date of Issue: March 1, 1989 II-12
Johnson & Higgins of California Revised:
345 California Street
San Francisco, CA 94104
(Underscored wording required by State of California)
r
li AI:II�:De CERTIFICA� OF INSURANCE BS°E°ATE( M,°°'" 1
12-14-88
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,
TerBest & Associates EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW
Insurance SErvices, Inc. COMPANIES AFFORDING COVERAGE
P. O. Box 5159
San Bernardino, CA 92412-5159 COMPANY
LETTER A
CODE SUB-GOOF Tran_ saDerica Ins. co.
I COMPANY B
LI INSURED LBER pp
1 COMPANY R
°- Peacock Radaker Corp. LETTER C
� 1655 East 6th, A4A COMPANY
Corona, CA 91719 LETTER D ,
COMPANY E
k LETTER
M1COVERAGES --- -- -- - -- _—._`_._.._. -- --.---.. ----_ - ----- - - - __-----_ - -------- ii
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, R
Ily' EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
`CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS
LTB DATE(MM/DD/YY) DATE(MM/DD/YY) I„
GENERAL LIABILITY GENERAL AGGREGATE $ 1,000 h
A X COMMERCIAL GENERAL LIABILITY 3035894 11-4-88 11-4-89 PRODUCTS-COMP/OPS AGGREGATE $ 1,000 6
CLAIMS MADE x OCCUR. PERSONAL&ADVERTISING INJURY $ 1,OOO
OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000
FIRE DAMAGE(Any one lire) $ 50 q
MEDICAL EXPENSE(Any one person) $
AUTOMOBILE LIABILITY p COMBINED 5
SINGLE $
ANY AUTO
I / LIMIT
ALL OWNED AUTOS '� ( I Q BODILY
SCHEDULED AUTOS /) �� j �I INJURY
I (Per perser.) r
HIRED AUTOS Y BODILY
�, 'II
NON-OWNED AUTOS INJURY $U (Per accideni)
1 GARAGE LIABILITY PROPERTY $
DAMAGE
GS EXCESS LIABILITY C /lI In EACH AGGREGATE
OCCURRENCE
OTHER THAN UMBRELLA FORM
q WORKER'S COMPENSATION STATUTORY
Iq[ AND $ (EACH ACCIDENT)
EMPLOYERS'LIABILITY $ (DISEASE—POLICY LIMIT)
$ (DISEASE—EACH EMPLOYEE)
OTHER
a
a
a
u
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS
4
1 Premises Location: 255 & 275 N. Cielo Rd. , Palm Springs, CA 92263
CERTIFICATE HOLDER CANCELLATION _
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
I ADDITIONAL INSURED: EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO
The City of Palm Springs, California MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
a Municipal Corporation LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR Y![
P. O. Box 1786 LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. G
j Palm Srpings, CA 92263 AUTHORIZED REPRESENTATIVE
III ACORD5 3/88 _
- . 25- _�, -) O- - --- _-- _,- -__--,,,-ACORD CORPORATION 1988 I