HomeMy WebLinkAboutC35600 - CO1 - Janitorial Svcs at PD Sheriff Substation Contract No. C35600
STAFF REPORT
CITY OF PALM DESERT
PUBLIC WORKS DEPARTMENT
MEETING DATE: January 11, 2018
REQUEST: Approve Change Order No. 1 in the amount of $12,038.46 for
Contract No. C35600 with Wurm's Janitorial Service, Inc., of
Corona, California, for the additional janitorial service of the Palm
Desert Sheriff Substation
Recommendation
By Minute Motion,
1. Approve Change Order No. 1 for Contract No. C35600 with Wurm's Janitorial
Service, Inc., for additional janitorial service to the Palm Desert Sheriff
Substation;
2. Increase the contract amount by $12,038.46; and
3. Authorize the City Manager to execute said Change Order.
Funds are available in the General Fund Account No. 5104195-4369500, Miscellaneous
Expenses — Sheriff Substation.
Strategic Plan
Providing janitorial service to City-owned facilities is an on-going operations function
and, as such, does not directly contribute to the objectives of the Strategic Plan.
Background Analysis
In 2011, the City Council approved an agreement with the County of Riverside to lease
the former Palm Desert Sheriffs Station located at 73-520 Fred Waring Drive. This
facility is currently used to house 911 dispatch and communication operations, as well
as related law enforcement activities. As part of this agreement, the County pays the
City a monthly rent and in return, the City is responsible for certain facility maintenance,
including routine janitorial services.
The Riverside County Sheriff Department occupies both floors of the Palm Desert
Police Substation. The subject contract was awarded by the City Council on September
22, 2016, for a term of three years with an option for two, one year extensions in the
amount of$67,514.40.
January 11, 2018 - Staff Report
CO#lfor Contract No. C35600, Sheriff Substation Janitorial Srvs
Page 2 of 2
The Palm Desert Police recently indicated that the basement of the Sheriff Substation
will be used as a training facility for the Coachella Valley. Therefore, they have
requested to add janitorial services to this area four times a week. After careful
consideration, staff asked Wurm's for a quote to add janitorial service Monday to
Thursday to the basement of the Sheriff Substation. Wurm's submitted a quote in the
amount of$573.26 per month, which staff considers being reasonable.
Therefore, staff requests approval to add the service to the basement of the Sheriff
Substation for the remainder of the contract term (February 1, 2018, through October
31, 2019). This will increase the contract by $12,038.46 ($573.26 x 21 months) for a
total of$79,552.86.
Fiscal Analysis
This is an on-going maintenance activity with no fiscal impact beyond the contract
amendment.
p' r
Prepared by: Car os ernandez, Facilities Manager
LEGAL REVIEW DEPT. REVIEW FINANCIAL RE IEW CITY MANAGER
N/A �� n
,Robert W. Hargreaves Bo Chin P..E. Janet Moore Lauri Aylaian
City Attorney Acting Director of Public Director of Finance City Manager
Works
APPLICANT: Wurm's Janitorial Service, Inc.
544 Bateman Circle
Corona, CA 92880
ATTACHMENTS: Change Order No. 1
Wurm's Estimate
Lease Agreement
CITY OF PALM DESERT Contract#/P.O.# C35600 P113439
Change Order No. 1
CONTRACT CHANGE ORDER Contingency: YES �►C��
Contract Purpose Janitorial Services to Sheriff Substation Account No. 5104195-4369500
Consultants Name Wurm's Janitorial Services Project No. n/a
Address: 544 Bateman Circle Corona, CA 92880 Vendor No. V0012701
You are hereby requested to comply with the following changes from the contract plans and specifications:
DESCRIPTION OF CHANGES DECREASE INCREASE
(Supplemental Plans, Specifications, and Directives dated Attached) In Contract Price In Contract Price
Janitorial services to basement of Sheriff Substation 12,038.46
$573.26 per month x 21 months (February 1, 2018, thru October 31, 2019)
TOTALS: - 12,038.46
NET CHANGE IN CONTRACT PRICE: 12,038.46
JUSTIFICATION:
Add janitorial services four times a week to the basement of the Sheriff Substation.
TOTAL BUDGET FOR PROJECT: + 79,552.86 CONTINGENCY:
Less: Expend. & Encumb. To Date: - 67,514.40 Amount Approved by Council: + -
Less: This Change Order Amount: - 12,038.46 Less: Prior Change Order(s): - -
BALANCE OF BUDGET Less: This Change Order: - -
REMAINING FOR PROJECT: - Balance Remaining of Contingency: -
The amount of the Contract will be Increased by the Sum of: Twelve Thousand Thirty Eight and 46/100
Dollars ($12,038.46).
See reverse ...
Contract C35600 Change Order No. 1 Continued from front
This Change Order covers changes to the subject contract as described herein. The Contractor shall construct, furnish
equipment and materials, and perform all work as necessary or required to complete the Change Order items for a
lump sum price agreed upon between the Contractor and the City of Palm Desert, otherwise referred to as Owner.
Contract Time Extension 0 Days.
Revised Contract Total $79,552.86 .
The undersigned Contractor approves the foregoing Change Order # 1 as to the changes, if any, in the contract
price specified for each item including any and all supervision costs and other miscellaneous costs relating to the
change in work, and as to the extension of time allowed, if any, for completion of the entire work on account of said
Change Order # 1 . The Contractor agrees to furnish all labor and materials and perform all other necessary work,
inclusive of that directly or indirectly related to the approved time extension, required to complete the Change Order
items. This document will become a supplement of the contract and all provisions will apply hereto. It is understood
that the Change Order shall be effective when approved by the Owner.
Execution of this Change Order by the Contractor constitutes a binding accord and satisfaction that fully satisfies,
waives, and releases the Owner from all claims, demands, costs, and liabilities, in contract, law or equity, arising out of
or related to the subject of the Change Order, whether known or unknown, including but not limited to direct and
indirect costs and/or damages for delay, disruption, acceleration, loss of productivity, and stacking of trades, as well as
any and all consequential damages.
This document will become a supplement to the Contract and all provisions will apply hereto, all items included above
must have required signatures as per the purchase resolution.
1. REQUESTED BY: 2. ACCEPTED BY:
DEPARTMENT HEAD CONTRACTOR Date Accepted
3. CERTIFIED
FUNDS AVAILABLE: 4. APPROVED BY:
FINANCE DIRECTOR LAURI AYLAIAN Date Approved
CITY MANAGER
NOTE: No payments will be made prior
to City Manager and Council approval CITY MANAGER Date Approved
See reverse ...
CM 'S Janitorial Services, Inc.
5�1.1 Batemvi Cfl•cle
Corona, CA 92880
Pl►one:(951)582-0003 Fax:(951)582-0008
Proudly serving The Inland Empire since 1986
City of Palm Desert December 06, 2017
73-510 Fred Waring Drive
Palm Desert, CA 92260-2578
Dear Sir/ Madam:
Subject: Palm Desert Sheriff Substation Janitorial Services Expansion-Basement
Thank you for allowing Wurm's Janitorial Services, Inc. the opportunity to submit this
proposal to the City of Palm Desert for the Palm Desert Sheriffs Substation.
We have been requested to add services to this facility, specifically the basement, which
we have serviced at various times based on the needs.
We will add the following based on discussions with City and Sheriff representatives on
11-30-17.
• Full services as per the existing contract.
• Special daily cleaning of the "mat room".
• Monday—Thursday (4 day) service.
• Restroom supplies as per existing contract.
• It is assumed that these add-on services will be rolled into the existing contract
thru 09-19.
We can add these services for$573.26 per month.
Please let me know should there be any questions and how you would like to proceed.
We look forward to building on our current relationship.
Sincerely,
Larry D. Stewart
President
W 's anitorial Services, Inc. Date
Owner.Wurms@sbcglobal .net
FEIN# 33-0667856
A California Corporation
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Li CIIY i1E ' �i l ill 1 EE [
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PALM DESERT, CALIFORNIA 92260-2578
FEL: 760 346-061I
FAx: 760 340-0574
intoWpaIin-dew t.tug
August 22, 2011
RECEIVED
AUG 232011
Ms. Tonja R. Acosta
Administrative Services Analyst PALM DESERT RDA
County of Riverside _-
Economic Development Agency --
Post Office Box 1180
Riverside, California 92502
Dear Ms. Acosta:
Subject: Contract No. C31130 — Palm Desert/County of Riverside
Lease of Civic Center Sheriff's Station, 73-520 Fred Waring Drive
At its regular meeting of March 24, 2011, the Palm Desert City Council considered the
subject Lease Agreement and approved it substantially as to form, subject to the City
Attorney's final authorization. On August 18, 2011, my office received the four(4) signed
original Agreements approved and executed by the Riverside County Board of Supervisors
at their August 16, 2011, meeting.
Enclosed are the two original Leases you requested in return, including the County Clerk's
Copy. Please let us know if we can be of any further assistance.
Sincerely,
RA HELLE D. KLASSEN, CMC
CITY CLERK
rd k
Enclosures (as noted)
cc/enc: Paul S. Gibson, Director of Finance/City Treasurer
Donna L. Gomez, Visitor Information Center Manager
•)ram„boas me
Palm Desert/County of Riverside
Lease of Civic Center Sheriff's Station
1. Basic Lease Provisions ("Basic Lease Provisions")
1.1 Parties: This Lease, dated, for reference purposes only,Jan.1,2o1bs made by and
between the CITY OF PALM DESERT, a California municipal corporation, (herein called "Lessor") and
the COUNTY OF RIVERSIDE, a political subdivision of the state of California (herein called "Lessee").
1.2 Premises: Premises shall include the Phase 1 Premises and the Phase 2 Premises as
described more fully below. The Phase 1 Premises and Phase 2 Premises are portions of the building
located at 73-520 Fred Waring Drive, Palm Desert, California, ("Building"). The Building has a total of
25,393 square feet, which includes 1,497 square feet occupied by City of Palm Desert Police
Department ("Police Premises"), as depicted on Exhibit "A". The Police Premises shall not be part of
the Premises leased by Lessee.
1.2.1 Phase 1 Premises: A portion of the Building of approximately 10,058 square feet as
depicted on Exhibit "A" (sometimes also referred to as "Phase 1 Premises"). Phase 1 Premises shall
include enclosed parking/storage area as depicted on Exhibit "B". .
1.2.2 Phase 2 Premises: The remainder of the Building, excluding the Phase 1 Premises
and the Police Premises, comprises a total of 13,838 square feet. Of this, 6,366 square feet is
basement area office space ("Basement Space"), as depicted on Exhibit "A-1". Lessee may
commence occupancy of the Phase 2 Premises at any time upon 30 days written notice to Lessor.
Lessee shall commence paying rent, as described in 1.5, 1.6, and 3.1 below, upon commencement of
occupancy, but no later than October 1, 2012, regardless of whether Lessee has occupied the Phase
2 Premises.
1.2.3 Incidental Use of Police Premises: In addition to the exclusive use of the Phase 1
and Phase 2 Premises, Lessee shall be entitled to non-exclusive use of the Police Premises for work
space for up to two of Lessee's employees subject to Lessor's reasonable terms and conditions.
1.3 Use: Dispatch and communications and related law enforcement activities.
1.4 Lease Term and Option Periods: 10 years commencing on January 1, 2011
("Commencement Date") and ending December 31, 2020 ("Termination Date"); Lessee shall have the
option to renew for two (2)five (5) year terms, by giving one year notice prior to the then existing lease
expiration date.
1.4.1 Lessee's Right to Terminate the Lease: Lessee shall have the right to terminate the
lease with six (6) months advance written notice in the event of the following:
(a) the contract for the Lessee's Sheriffs services between the Lessee and Lessor is
terminated; or
(b) Lessee decides to relocate the Sheriffs Communications/Dispatch Center.
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72500.00001\6100667.1
AUG 1 62011 3.3�
1.5 Monthly Rent: The monthly rent for the Phase 1 premises shall be $12,573.00 which
monthly rent shall commence on January 1, 2011 and shall be due and payable on the first day of
each and every month during the Lease term subject to adjustment pursuant to paragraph 1.6 below
and as follows. The monthly rent for the Phase 2 Premises shall be an additional $15,706.00 which
additional monthly rent shall be added to the existing adjusted Monthly Rent and the combined rent
shall become the Monthly Rent and shall be due and payable on Lessee's occupancy of the Phase 2
Premises or October 1, 2012, whichever is earlier, and shall be due and payable on the first day of
each and every month thereafter during the lease term, subject to adjustment as per section 1.6
below. (See Exhibit "C" example of Monthly Rent through 2020.)
1.6 Monthly Rent Increase: the monthly Rent payable under paragraph 1.5 above,
including monthly Rent for Phase 2 Premises , shall be adjusted as provided in paragraph 3.2 below.
2. Premises, and Parking Common Areas.
2.1 Premises: The Premises are a portion of a building, herein sometimes referred to as
the "Building" identified in paragraph 1.2 of the Basic Lease Provisions. "Building" shall include
adjacent enclosed parking areas used in connection therewith. The Premises, the Building, the
Common Area Parking, the land upon which the same are located, along with all other buildings and
improvements thereon or thereunder, are herein collectively referred to as the "Office Building Project."
Lessor hereby leases to Lessee and Lessee leases from Lessor for the term, at the rental, and upon
all of the conditions set forth herein, the real property referred to in the Basic Lease Provisions,
paragraph 1.2, as the "Premises," including rights to the Common Areas as hereinafter specified.
2.2 Vehicle Parking: So long as Lessee is not in default, and subject to the rules and
regulations as established by Lessor from time to time, Lessee shall be entitled to the nonexclusive
use parking spaces in the Common Area Parking for no additional charge.
2.2.1 If Lessee commits, permits or allows any of the prohibited activities described in the
Lease or the rules then in effect, then Lessor shall have the right, without notice, in addition to such
other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the
cost to Lessee, which cost shall be immediately payable upon demand by Lessor.
3. Monthly Rent
3.1 Monthly Rent. Subject to adjustment as hereinafter provided in paragraph 3.2, and
except as may be otherwise expressly provided in this Lease, Lessee shall pay to Lessor the Monthly
Rent for the Premises set forth in paragraph 1.5 of the Basic Lease Provisions, without offset or
deduction. Rent for any period during the term hereof which is for less than one month shall be
prorated based upon the actual number of days of the calendar month involved. Rent shall be
payable in lawful money of the United States to Lessor at the address stated herein or to such other
persons or at such other places as Lessor may designate in writing.
3.2 Rent Increase.
3.2.1 The Monthly Rent payable under paragraph 3.1 shall be increased by 2% annually
on each January 1 of 2012 through 2015.
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72500.0000116100687.1
3.2.2 On January 1, 2016, and annually thereafter on January 1 of each succeeding year
including option terms, the Monthly Rent payable pursuant to paragraph 3.1 shall be calculated as
follows: the Monthly Rent payable on January 1, 2015, as set forth in paragraph 3.1 of this Lease
shall be multiplied by a fraction the numerator of which shall be the CPI (as defined in paragraph
3.2.3) of the calendar month during which the adjustment is to take effect, and the denominator of
which shall be the CPI for January, 2015 (the "CPI Adjustment"). Provided however, the CPI
Adjustment shall not be less than 2% nor greater than 5%. The sum so calculated shall constitute the
new Monthly Rent hereunder.
3.2.3 "CPI" means the Consumer Price Index of All Urban Customers, Los Angeles-
Riverside-Orange County, CA (1982-1984 = 100) as published by the U.S. Department of Labor,
Bureau of Labor Statistics. In the event the compilation and/or publication of the CPI shall be
transferred to any other governmental department or bureau or agency or shall be discontinued, then
the index most nearly the same as the CPI shall be used to make such calculations. In the event that
Lessor and Lessee cannot agree on such alternative index, then the matter shall be submitted for
decision to the American Arbitration Association in the county in which the Premises are located, in
accordance with the then rules of said association and the decision of the arbitrators shall be binding
upon the parties, notwithstanding one party failing to appear after due notice of the proceeding. The
cost of said Arbitrators shall be paid equally by Lessor and Lessee.
3.2.4 Lessee shall continue to pay the rent at the rate previously in effect until the increase,
if any, is determined. Within thirty (30) days following the date on which the increase is determined
and notice is received by Lessee, Lessee shall make such payment to Lessor as will bring the
increased rental current, commencing with the effective date of such increase through the date of any
rental installments then due. Thereafter the rental shall be paid at the increased rate.
4. Use.
4.1 Use. The Premises shall be used and occupied only for the purpose set forth in
paragraph 1.3 of the Basic Lease Provisions or any other use which is reasonably comparable to that
use and for no other purpose.
4.2 Compliance with Law. Lessee shall, at Lessee's expense, promptly comply with all
applicable statutes, ordinances, rules, regulations, orders, covenants and restrictions of record, and
requirements of any fire insurance underwriters or rating bureaus, now in effect or which may hereafter
come into effect, whether or not they reflect a change in policy from that now existing, during the term
or any part of the term hereof, relating in any manner to the Premises and the occupation and use by
Lessee of the Premises. Lessee shall conduct its business in a lawful manner and shall not use or
rmit the use of the Premises or the Common Areas in any manner that will tend to create waste or a
nuisance or shall tend to disturb other occupants of the Building.
4.3 Conditions of Premises. Lessee hereby accepts the Premises and the Office Building
Project in their condition existing as of the Lease Commencement Date or the date that Lessee takes
possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county
and state laws, ordinances and regulations governing and regulating the use of the Premises, and any
easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all
matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that it has
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72500.00001\6100687.1
satisfied itself by its own independent investigation that the Premises are suitable for its intended use
and that neither Lessor nor Lessor's agent or agents has made any representation or warranty as to
the present or future suitability of the Premises, Common Areas, or Office Building Project for the
conduct of Lessee's business.
5. Maintenance, Repairs, Alterations and Common Area Services.
5.1 Lessor's Obligations. Lessor shall keep the Office Building Project, including the
Premises, interior and exterior walls, roof, all operating systems, including but not limited to electrical,
plumbing, HVAC, and common areas, and the equipment whether used exclusively for the Premises
or in common with other premises, in good condition and repair; provided, however, Lessor shall not
be obligated to maintain the emergency electrical generator that services the Premises or paint, repair
or replace wall coverings. Except as provided in paragraph 7.5, there shall be no abatement of rent or
liability of Lessee on account of any injury or interference with Lessee's business with respect to any
improvements, alterations or repairs made by Lessor to the Office Building Project or any part thereof.
Lessee expressly waives the benefits of any statute now or hereafter in effect which would otherwise
afford Lessee the right to make repairs at Lessor's expense because of Lessor's failure to keep the
Premises in good order, condition and repair. Lessor shall provide, at its expense, routine janitorial
services.
5.2 Lessee's Obligations.
(a) Notwithstanding Lessor's obligation to keep the Premises in good condition and
repair, Lessee shall be responsible for maintenance or repairs for that portion of the Premises for any
improvements and/or equipment (wherever located) installed by Lessee, that serves only Lessee or
the premises. Lessee shall be responsible for the cost of painting, repairing or replacing wall
coverings.
(b) Notwithstanding Lessor's obligations to provide janitorial services, Lessee shall
use reasonable care to maintain the Premises in a neat and orderly condition.
(c) On the last day of the term hereof, or on any sooner termination, Lessee shall
surrender the Premises to Lessor in the same condition as received, ordinary wear and tear excepted,
clean and free of debris. Any damage or deterioration of the Premises shall not be deemed ordinary
wear and tear if the same could have been prevented by good maintenance practices by Lessee.
Lessee shall repair any damage to the Premises occasioned by the installation or removal of Lessee's
trade fixtures, alterations, furnishings and equipment. Except as otherwise stated in this Lease,
Lessee shall leave the air lines, power panels, electrical distribution systems, lighting fixtures, air
conditioning, window coverings, carpets, wall paneling, ceilings and plumbing on the Premises and in
good operating condition.
5.3 Alterations and Additions.
(a) Lessee shall not, without Lessor's prior written consent make any alterations,
improvements, additions, Utility Installations or repairs in, on or about the Premises, or the Office
Building Project. As used in this paragraph 5.3 the term °Utility Installation" shall mean carpeting,
window and wall coverings, power panels, electrical distribution systems, lighting fixtures, air condition,
plumbing, and telephone and telecommunication wiring and equipment. At the expiration of the term,
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72500.0000116100687.1
Lessor may require the removal of any or all of said alterations, improvements, additions or Utility
Installations, and the restoration of the Premises and the Office Building Project to their prior condition,
at Lessee's expense. Should Lessor permit Lessee to make its own alterations, improvements,
additions or Utility Installations, Lessee shall use only such contractor as has been expressly approved
by Lessor, and Lessor may require Lessee to provide Lessor, at Lessee's sole cost and expense, a
lien and completion bond in an amount equal to one and one - half times the estimated cost of such
improvements, to insure Lessor against any liability for mechanic's and material men's liens and to
insure completion of the work. Should Lessee make any alterations, improvements, additions or Utility
Installations without the prior approval of Lessor, or use a contractor not expressly approved by
Lessor, Lessor may, at any time during the term of this Lease, require that Lessee remove any part or
all of the same.
(b) Any alterations, improvements, additions or Utility Installations in or about the
Premises or the Office Building Project that Lessee shall desire to make shall be presented to Lessor
in written form, with proposed detailed plans. If Lessor shall give its consent to Lessee's making such
alteration, improvement, addition or Utility Installation, the consent shall be deemed conditioned upon
Lessee acquiring a permit to do so from the applicable governmental agencies, furnishing a copy
thereof to Lessor prior to the commencement of the work, and compliance by Lessee with all
conditions of said permit in a prompt and expeditious manner.
(c) Lessee shall pay, when due, all claims for labor or materials furnished or alleged
to have been furnished to or for Lessee at or for use in the Premises which claims are or may be
secured by any mechanic's or material men's lien against the Premises, the Building or the Office
Building project, or any interest therein.
(d) Lessee shall give Lessor not less than ten (10) days notice prior to the
commencement of any work in the Premises by Lessee, and Lessor shall have the right to post
notices of non-responsibility in or on the Premises or the Building as provided by law. If Lessee shall,
in good faith, contest the validity of any such lien claim or demand, then Lessee shall, at its sole
expense defend itself and Lessor against the same and shall pay and satisfy any such adverse
judgment that may be rendered thereon before the enforcement thereof against the Lessor or the
Premises, the Building or the Office Building Project, upon the condition that if Lessor shall require,
Lessee shall furnish to Lessor a surety bond satisfactory to Lessor in an amount equal to such
contested lien claim or demand indemnifying Lessor against liability for the same and holding the
Premises, the Building and the Office Building Project free from the effect of such lien or claim. In
addition, Lessor may require Lessee to pay Lessor's reasonable attorneys fees and costs in
participating in such action if Lessor shall decide it is to Lessor's best interest so to do.
(e) All alterations, improvements, additions and Utility Installations (whether or not
such Utility Installations constitute trade fixtures of Lessee), which may be made to the Premises by
Lessee, including but not limited to, floor coverings, paneling, doors, drapes, built-ins, moldings, sound
attenuation, and lighting and telephone or communication systems, conduit, wiring and outlets, shall
be make and done in a good and workmanlike manner and of good and sufficient quality and materials
and shall be the property of Lessor and remain upon and be surrendered with the Premises at the
expiration of the Lease term, unless Lessor requires their removal pursuant to paragraph 5.3(a).
Provided Lessee is not in default, notwithstanding the provisions of this paragraph 5.3(e), Lessee's
personal property and equipment, other than that which is affixed to the Premises so that it cannot be
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72500.0000116100687.1
.. .�
removed without material damage to the Premises or the Building, and other than Utility Installations,
shall remain the property of Lessee and may be removed by Lessee subject to the provisions of
paragraph 5.2.
(f) Lessee shall provide Lessor with as-built plans and specifications for any
alterations, improvements, additions or Utility Installations.
5.4 Utility Additions. Lessor reserves the right to install new or additional utility facilities
throughout the Office Building Project for the benefit of Lessor or Lessee, or any other Lessee of the
Office Building Project, including, but not by way of limitation, such utilities as plumbing, electrical
systems, security systems, communication systems, and fire protection and detection systems, so
long as such installations do not unreasonably interfere with Lessee's use of the Premises.
6. Insurance; indemnity.
6.1 Lessee Insurance:
(a) Lessee maintains funded programs of Self-Insurance. Lessee shall provide to
Lessor a Certificate of Self-Insurance evidencing the Lessee's Self-Insurance for the following
coverage, if so requested by Lessor:
2. Workers' Compensation $1,000,000 per occurrence
4. Automobile Liability $1,000,000 per occurrence
6. Commercial General Liability $1,000,000,per occurrence
(b) General Liability, Lessee shall, at Lessee's expense, obtain and keep in force
during the term of this Lease, Comprehensive General Liability insurance in the amount of not less
than $1,000,000 per occurrence of bodily injury and property damage combined and shall add the
"City of Palm Desert, the City of Palm Desert Redevelopment Agency and its officials, employees and
agents" as additional insured against losses arising out of the lessee's use, occupancy or
maintenance of the Premises. Lessee may utilize self insurance to meet this requirement.
(c) Lessee shall, at Lessee's expense, obtain and keep in force during the term of
this Lease for the benefit of Lessee, extended coverage property insurance for the replacement cost of
all of Lessee's personal property, fixtures, and equipment and tenant improvements. Lessee may
utilize self insurance to meet the requirement for this personal property coverage.
(d) Lessee shall deliver to Lessor an Evidence of Coverage letter, acceptable to the
Lessor, demonstrating such self insurance is sufficient, in force during the period of time the lease is in
effect, and that the Lessor is added as additional insured,
6.2 Worker's Compensation: If the Lessee has employees as defined by the State of
California, Lessee shall maintain statutory Workers' Compensations Insurance (Coverage A) as
prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B)
including Occupational Disease with limits not less than $1,000,000 per person per accident. The
policy shall be endorsed to waive subrogation in favor of the County of Riverside. Lessee may utilize
self insurance to meet this requirement.
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72500.00001\6100687.1
c.
6.3 Lessee agrees to require all subcontractors or other parties hired to perform any
alterations, improvements, additions, utility installations or repairs in, on or about the Premises provide
the same insurance as required of Lessee unless otherwise agreed to by Lessor. The subcontractor's
general liability insurance shall add as additional insured all parties to this Agreement using Insurance
Services Office form CG 20 10 44 85 or an equivalent.
6.4 Lessee agrees to provide immediate notice to Lessor of any claim or loss against Lessee
arising out of the leased premises. Lessor assumes no obligation or liability by such notice, but has
the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to
involve the Lessor.
6.5 Property Insurance - Lessor. Lessor shall obtain and keep in force during the term of
this Lease a policy or policies of Insurance covering loss or damage to the Office Building premises,
but not Lessee's personal property, fixtures, equipment or tenant improvements, in the amount of the
full replacement cost thereof. Lessee will not be named in any such policies carried by Lessor and
shall have no right to any proceeds there from. Lessee shall not do or permit to be done anything
which shall invalidate the insurance policies carried by Lessor.
6.6 Waiver of Subrogation. Lessee and Lessor each hereby release and relieve the other,
and waive their entire right of recovery against the other, for direct or consequential loss or damage
arising out of or incident to the perils covered by property insurance carried by such party, whether
due to the negligence of Lessor or Lessee or their agents, employees, contractors and/or invites. If
necessary all property insurance policies required under this Lease shall be endorsed to so provide.
6.7 Indemnification
(a) County shall indemnify, protect, defend and hold harmless the Premises, Lessor,
and its agents, Lessor's master or ground Lessor, partners and lenders, from and against any and all
claims, loss of rents and/or damages, costs, liens, judgments, penalties, loss of permits, attomey's and
consultant's fees, expenses and/or liabilities arising out of, involving, or in dealing with, the occupancy
of the Premises by County, the conduct of County's business, any act, omission or neglect of County,
its agents, contractors, employees or invitees, and out of any Default or Breach by County in the
performance in a timely manner of any obligation on County's part to be performed under this Lease.
The foregoing shall include, but not limited to, the defense or pursuit of any claim or any action or
proceeding involved therein, and whether or not (in case of claims made against Lessor) litigated
and/or reduced to judgment, and whether well founded or not. In case any action or proceeding be
brought against Lessor by reason of any of the foregoing matters, County upon notice from Lessor
shall defend the same at County's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with County in such defense. Lessor need not have first paid any such claim in order
to be so defended and indemnified.
(b) Lessor shall indemnify, protect, defend and hold harmless County and its agents,
from and against any and all claims, damages, costs, liens, judgments, penalties, attomey's and
consultant's fees, expenses and/or liabilities arising out of, involving, or in dealing with any negligent
act or omission of Lessor, its agents, contractors, employees or invitees, and out of any Default or
Breach by Lessor in the performance in a timely manner of any obligation on Lessor's part to be
performed under this Lease. The foregoing shall include, but not be limited to, the defense or pursuit
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72500.00001\6100687.1
of any claim or any action or proceeding involved therein, and whether or not (in the case of claim s
mage against County) litigated and/or reduced to judgments, and whether well founded or not. In
case any action or proceeding be brought against County by reason of any of the foregoing matters,
Lessor upon notice from County shall defend the same at Lessor's expense by counsel reasonably
satisfactory to County and County shall cooperate with Lessor in such defense. County need not have
first paid any such claim in order to be so defended and indemnified.
6.8 No Representation of Adequate Coverage. Lessor makes no representation that the
limits or forms of coverage of insurance specified in this paragraph 6 are adequate to cover Lessee's
property or obligations under this Lease.
7. Damage or Destruction.
7.1 Definitions.
(a) "Premises Damage" shall mean if the Premises are damaged or destroyed to any
extent.
(b) "Premises Building Partial Damage" shall mean if the Building of which the
Premises are a part is damaged or destroyed to the extent that the cost to repair is less than fifty
percent(50%) of the then Replacement Cost of the Building.
(c) "Premises Building Total Destruction" shall mean if the Building of which the
Premises are a part is damaged or destroyed to the extent that the cost to repair is fifty percent (50%)
or more of the then Replacement Cost of the Building.
(d) "Insured Loss" shall mean damage or destruction which was caused by an event
required to be covered by the insurance described in paragraph 6. The fact that an insured Loss has
a deductible amount shall not make the loss an uninsured loss.
(e) "Replacement Cost" shall mean the amount of money necessary to be spent in
order to repair or rebuild the damaged area to the condition that existed immediately prior to the
damage occurring, excluding all improvements made by Lessee, other than those installed by Lessor
at Lessee's expense.
7.2 Premises Damage; Premises Building Partial Damage.
(a) Insured Loss: Subject to the provisions of paragraph 7.4 and 7.5, if at any time
during the term of this Lease there is damage which is an insured Loss and which falls into the
classification of either Premises Damage or Premises Building Partial Damage, then Lessor shall, as
soon as reasonably possible and to the extent the required materials and labor are readily available
through usual commercial channels, at Lessor's expense, repair such damage (but not Lessee's
fixtures, equipment or tenant improvements originally paid for by Lessee)to its condition existing at the
time of the damage, and this Lease shall continue in full force and effect.
(b) Uninsured Loss: Subject to the provisions of paragraphs 7.4 and 7.5, if at any
time during the term of this Lease there is damage which is not an insured Loss and which falls within
the classification of Premises Damage or Premises Building Partial Damage, unless caused by a
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`�r✓ '.,fir
negligent or willful act of Lessee (in which event Lessee shall make the repairs at lessee's expense),
which damage prevents Lessee from making any substantial use of the Premises, Lessor may at
Lessor's option either (i) repair such damage as soon as reasonably possible at Lessor's expense, in
which event this Lease shall continue in full force and effect, or (ii) give written notice to Lessee within
thirty (30) days after the date of the occurrence of such damage of Lessor's intention to cancel and
terminate this Lease as of the date of the occurrence of such damage, in which event this Lease shall
terminate as of the date of the occurrence of such damage.
7.3 Premises Building Total Destruction;. Subject to the provisions of paragraph 7.4 and
7.5, if at any time during the term of this lease there is damage, whether or not it is an insured Loss,
which falls into the classification of Premises Building Total Destruction, then Lessor may at Lessor's
option either (i) repair such damage or destruction as soon as reasonably possible at Lessor's
expense (to the extent the required materials are readily available through usual commercial channels)
to its condition existing at the time of the damage, but not Lessee's fixtures, equipment or tenant
improvements, and this Lease shall continue in full force and effect, or(ii) give written notice to Lessee
within thirty (30) days after the date of occurrence of such damage of Lessor's intention to cancel and
terminate this Lease, in which case this Lease shall terminate as of the date of the occurrence of such
damage.
7.4 Damage Near End of Term.
(a) Subject to paragraph 7.4(b), if at any time during the last twelve months of the
term of this Lease there is substantial damage to the Premises, Lessor may at Lessor's option cancel
and terminate this Lease as of the date of occurrence of such damage by giving written notice to
Lessee of Lessor's election to do so within 30 days after the date of occurrence of such damage.
(b) Notwithstanding paragraph 7.4(a), in the event that Lessee has an option to
extend or renew this Lease, and the time within which said option may be exercised has not yet
expired, Lessee shall exercise such option, if it is to be exercised at all, no later than twenty (20) days
after the occurrence of an insured Loss falling within the classification of Premises Damage during the
last twelve (12) months of the term of this Lease. If Lessee duly exercises such option during said
twenty (20) day period, Lessor shall, at Lessor's expense, repair such damage, but not Lessee's
fixtures, equipment or tenant improvements, as soon as reasonably possible and this Lease shall
continue in full force and effect. If Lessee fails to exercise such option during said twenty (20) day
period, then Lessor may at Lessor's option terminate and cancel this Lease as of the expiration of said
twenty (20) day period by giving written notice to lessee of Lessor's election to do so within ten (10)
days after the expiration of said twenty (20) day period, notwithstanding any term or provision in the
grant of option to the contrary.
7.5 Abatement of Rent; Lessee's Remedies.
(a) In the event Lessor repairs or restores the Building or Premises pursuant to the
provisions of this paragraph 7, and any part of the Premises are not usable (including loss of use due
to loss of access or essential services), the rent payable hereunder (including Lessee's utility
expenses pursuant to paragraph 9.2) for the period during which such damage, repair or restoration
continues shall be abated, provided (1) the damage was not the result of the negligence of Lessee,
and (2) such abatement shall only be to the extent the occupation, operation and profitability of
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Lessee's business as operated from the Premises is adversely affected. Except for said abatement of
rent, if any, Lessee shall have no claim against Lessor for any damage suffered by reason of any such
damage, destruction, repair or restoration.
(b) If Lessor shall be obligated to repair or restore the Premises or the Building under
the provisions of this Paragraph 7 and has not commenced such repair or restoration within ninety(90)
days after such occurrence, or if Lessor has not completed the restoration and repair within six (6)
months after such occurrence, Lessee may at Lessee's option cancel and terminate this Lease by
giving Lessor written notice of Lessee's election to do so at any time prior to the commencement or
completion respectively, of such repair or restoration. In such event this Lease shall terminate as of
the date of such notice.
(c) Lessee agrees to cooperate with Lessor in connection with any such restoration
and repair, including but not limited to the approval and/or execution of plans and specification
required.
7.6 Termination - Advance Payments. Upon termination of this Lease pursuant to this
paragraph 7, an equitable adjustment shall be made concerning advance rent and any advance
payments made by Lessee to Lessor.
7.7 Waiver. Lessor and Lessee waive the provisions of any statute which relate to
termination of leases when leased property is destroyed and agree that such event shall be governed
by the terms of this Lease.
8. Real Property Taxes. The City of Palm Desert is a property tax exempt entity. Any real estate
taxes or assessments, if applicable or due by Lessee, assessed against the property are the
responsibility of Lessee for payment.
9. Utilities.
9.1 Services Provided by Lessor. Lessor shall provide heating, ventilation and air
conditioning as reasonably required, refuse service, reasonable amounts of electricity for normal
lighting and office machines, and water for reasonable and normal drinking and lavatory use.
9.2 Services Exclusive to Lessee. Lessee shall pay all water, gas, electricity, telephone
and other utilities and services specially or exclusively supplied and/or metered exclusively to the
Building.
9.3 Interruptions. There shall be no abatement of rent and Lessor shall not be liable in any
respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or
service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's
reasonable control or in cooperation with governmental requests or directions.
10. Assignment and Subletting.
10.1 Lessor's Consent Required. Lessee shall not voluntarily or by operation of law assign,
transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Lessee's interest in the
Lease or in the Premises, without Lessor's prior written consent, which consent shall not be
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y) cfi.
unreasonably withheld.. Lessor shall respond to Lessee's request for consent hereunder in a timely
manner and any attempted assignment, transfer, mortgage encumbrance or subletting without such
consent shall be void, and shall constitute a material default and breach of this Lease without the need
for notice to Lessee under paragraph 11.1.
11. Default; Remedies.
11.1 Default. The occurrence of any one or more of the following events shall constitute a
material default of this Lease by Lessee:
(a) The vacation or abandonment of the Premises by Lessee. Vacation of the
Premises shall include the failure to occupy the Premises for a continuous period of sixty (60) days or
more, whether or not the rent is paid.
(b) The breach by Lessee of any of the covenants, conditions or provisions of
paragraphs 5.3 (alterations), 10 (assignment or subletting), 11.1(a) (vacation or abandonment), 11.1
(e) (insolvency) or 11.1 (f) (false statement), all of which are hereby deemed to be material, non-
curable defaults without the necessity of any notice by Lessor to Lessee thereof.
(c) The failure by Lessee to make any payment of rent or any other payment required
to be made by Lessee hereunder, as and when due, where such failure shall continue for a period of
three (3) days after written notice thereof from Lessor to Lessee. In the event that Lessor serves
Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes such
Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph.
(d) The failure by Lessee to observe or perform any of the covenants, conditions or
provisions of this Lease to be observed or performed by Lessee other than those referenced in
subparagraphs (b) and (c), above, where such failure shall continue for a period of thirty (30) days
after written notice thereof from Lessor to Lessee; provided, however, that if the nature of the Lessee's
noncompliance is such that more than thirty (30) days are reasonably required for its cure, then
Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day
period and thereafter diligently pursues such cure to completion. To the extent permitted by law, such
thirty (30) day notice shall constitute the sole and exclusive notice required to be given to Lessee
under applicable Unlawful Detainer statutes.
(e) (i) the making by Lessee of any general arrangement or general assignment for
the benefit of creditors; (ii) Lessee becoming a "debtor" as defined in 11 U.S.C. §101 or any
successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed
within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially
all of Lessee's assets located at the Premises or of Lessee's of substantially all of Lessee's assets
located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged
within thirty (30) days. In the event that any provision of this paragraph 11.1(e) is contrary to any
applicable law, such provision shall be of no force or effect.
(f) The discovery by Lessor that any financial statement given to Lessor by Lessee,
or its successor in interest or by any guarantor of Lessee's obligation hereunder, was materially false.
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11.2 Remedies. In the event of any material default or breach of this Lease by Lessee,
Lessor may at any time thereafter, with notice or demand and without limiting Lessor in the exercise of
any right or remedy which Lessor may have by reason of such default:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in
which case this Lease and the term hereof shall terminate and Lessee shall immediately surrender
possession of the Premises of Lessor. In such event Lessor shall be entitled to recover from Lessee
all damages incurred by Lessor by reason of Lessee's default including, but not limited to, the cost of
recovering possession of the Premises; expenses of reletting, including necessary renovation and
alteration of the premises, reasonable attorneys' fees, and any real estate commission actually paid;
the worth at the time of award by the court having jurisdiction thereof of the amount by which the
unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental
loss for the same period that Lessee proves could be reasonable avoided.
(b) Maintain Lessee's right to possession in which case this Lease shall continue in
effect whether or not Lessee shall have vacated or abandoned the Premises. In such event Lessor
shall be entitled to enforce all of Lessor's rights and remedies under this Lease, including the right to
recover the rent as it becomes due hereunder.
(c) Pursue any other remedy now or hereafter available to Lessor under the laws or
judicial decisions of the state wherein the Premises are located. Unpaid installments or rent and other
unpaid monetary obligations of Lessee under the terms of this Lease shall bear interest from the date
due at the maximum rate then allowable by law.
11.3 Default by Lessor. Lessor shall not be in default unless Lessor fails to perform
obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after
written notice by Lessee to Lessor specifying wherein Lessor has failed to perform, such obligation;
provided however, that if the nature of Lessor's obligation is such that more than thirty (30) days are
required for performance then Lessor shall not be in default if Lessor commences performance within
such 30-day period and thereafter diligently pursues the same to completion.
12. Condemnation. If the Premises or any portion thereof or the Office Building Project are taken
under the power of eminent domain, or sold under the threat of the exercise of said power(all of which
are herein called "condemnation"), this Lease shall terminate as to the part so taken as of the date the
condemning authority takes title or possession, whichever first occurs; provided that if so much of the
Premises or the Office Building Project are taken by such condemnation as would substantially and
adversely affect the operation and profitability of Lessee's business conducted from the Premises,
Lessee shall have the option, to be exercised only in writing within thirty (30) days after Lessor shall
have given Lessee written notice of such taking (or in the absence of such notice, within thirty (:)0)
days after the condemning authority shall have taken possession), to terminate this Lease as of the
date the condemning authority takes such possession. If Lessee does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the
Premises remaining, except that the rent and Lessee's utility expenses shall be reduced in the
proportion that the floor area of the Premises taken bears to the total floor area of the premises.
Common Areas taken shall be excluded from the Common Areas usable by Lessee and no reduction
of rent shall occur with respect thereto or by reason thereof. Lessor shall have the option in its sole
discretion to terminate this Lease as of the taking of possession by the condemning authority, by
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giving written notice to Lessee of such election within thirty (30) days after receipt of notice of a taking
by condemnation of any part of the Premises or the Office Building Project. Any award for the taking
of all or any part of the Premises or the Office Building Project under the power of eminent domain or
any payment made under threat of the exercise of such power shall be the property of Lessor, whether
such award shall be made as compensation for diminution in value of the leasehold or for the taking of
the fee, or as severance damages; provided, however, that Lessee shall be entitled to any separate
award for loss of or damage to Lessee's trade fixtures, removable personal property and unamortized
tenant improvements that have been paid for by Lessee. For the purpose the cost of such
improvements shall be amortized over the original term of this Lease excluding any options. In the
event that this Lease is not terminated by reason of such condemnation, Lessor shall to the extent of
severance damages received by Lessor in connection with such condemnation, repair any damage to
the Premises caused by such condemnation except to the extent that Lessee has been reimbursed
therefor by the condemning authority. Lessee shall pay any amount in excess of such severance
damages required to complete such repair.
13. Severability. The invalidity of any provision of this Lease as determined by a court of
competent jurisdiction shall in no way affect the validity of any other provision hereof.
14. Time of Essence. Time is of the essence with respect to the obligations to be performed under
this Lease.
15. Incorporation of Prior Agreements; Amendments. This Lease contains all agreements of
the parties with respect to any matter mentioned herein. No prior or contemporaneous agreement or
understanding pertaining to any such matter shall be effective. This Lease may be modified in writing
only, signed by the parties in interest at the time of the modification.
16. Notices. Any notice required or permitted to be given hereunder shall be in writing and may be
given by personal delivery or by certified or registered mail, and shall be deemed sufficiently given If
delivered or addressed to Lessee or to Lessor at the address noted below or adjacent to the signature
of the respective parties, as the case may be. Mailed notices shall be deemed given upon actual
receipt at the address required, or forty-eight hours following deposit in the mail, postage prepaid,
whichever first occurs. Either party may by notice to the other specify a different address for notice
purposes except that upon Lessee's taking possession of the Premises, the Premises shall constitute
Lessee's address for notice purposes. A copy of all notices required or permitted to be given to
Lessor hereunder shall be concurrently transmitted to such party or parties at such addresses as
Lessor may from time to time hereafter designate by notice to Lessee.
LESSEE: LESSOR:
Economic Development Agency City of Palm Desert
County of Riverside 73-510 Fred Waring Drive
3403 Tenth Street, Suite 500 Palm Desert, CA 92260-2578
Riverside, CA 92501
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}.)
17. Waivers. No waiver by Lessor of any provision hereof shall be deemed a waiver of any other
provision hereof or of any subsequent breach by Lessee of the same or any other provision. Lessor's
consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of
Lessor's consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder
by Lessor shall not be a waiver of any preceding breach by Lessee of any provision hereof, other than
the failure of Lessee to pay the particular rent so accepted, regardless of Lessor's knowledge of such
preceding breach at the time of acceptance of such rent.
18. Recording. Either Lessor or Lessee shall, upon request of the other, execute, acknowledge
and deliver to the other a "short form" memorandum of this Lease for recording purposes.
19. Holding Over. If Lessee, with Lessor's consent, remains in possession of the Premises or any
part thereof after the expiration of the term hereof, such occupancy shall be a tenancy from month to
month upon all the provisions of this Lease pertaining to the obligations of Lessee, and the monthly
rent shall be the same as the monthly rent for the last month of the lease or respective option period.
20. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall,
wherever possible, be cumulative with all other remedies at law or in equity.
21. Covenants and Conditions. Each provision of this Lease performable by Lessee shall be
deemed both a covenant and a condition.
22. Binding Effect; Choice of Law. Subject to any provisions hereof restricting assignment of
subletting by Lessee and subject to the provisions of paragraph 10, this Lease shall bind the parties,
their personal representatives, successors and assigns. This Lease shall be governed by the laws of
the State of California.
23. Subordination.
(a) This Lease, and any Option or right of first refusal granted hereby, at Lessor's
option, shall be subordinated to any ground lease, mortgage, deed of trust, or any other hypothecation
or security now or hereafter placed upon the Office Building Project and to any and all advances made
on the security thereof and to all renewals, modifications, consolidations, replacements and
extensions hereof. Notwithstanding such subordination, Lessee's right to quiet possession of the
Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent
and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated
pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect t- have this Lease and
any Options granted hereby prior to the lien of its mortgage, deed of trust or ground lease, and shall
give written notice thereof to Lessee, this Lease and such Options shall be deemed prior to such
mortgage, deed of trust or ground lease, whether this Lease or such Options are dated prior or
subsequent to the date of said mortgage, deed or trust or ground lease or the date of recording
thereof.
(b) Lessee agrees to execute any documents, required to effectuate an atonement, a
subordination, or to make this Lease or any Option granted herein prior to the lien of any mortgage,
deed of trust or ground lease, as the case may be. Lessee's failure to execute such documents within
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thirty (30) days after written demand shall constitute a material default by Lessee hereunder without
further notice to Lessee.
24. Attorneys' Fees.
24.1 If either party bring an action to enforce the terms hereof or declare rights hereunder, the
prevailing party in any such action, trial or appeal hereon, shall be entitled to his reasonable attorneys'
fees to be paid by the losing party as fixed by the court in the same or a separate suit.
24.2 The attorneys' fee award shall not be computed in accordance with any court fee
schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred in good faith.
25. Lessor's Access.
25.1 Lessor and Lessor's agents shall have the right to enter the Premises at reasonable
times for the purpose of inspecting the same, performing any services required of Lessor, showing the
same to prospective purchasers, lenders, or lessees, taking such safety measures, erecting such
scaffolding or other necessary structures, making such alterations, repairs, improvements or additions
to the Premises or to the Office Building Project as Lessor may reasonably deem necessary or
desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the
Premises and/or other premises as long as it does not unreasonably interfere with Lessee's use and
quiet enjoyment of the Premises.
25.2 All activities of Lessor pursuant to this paragraph shall be without abatement of rent, nor
shall Lessor have any liability to Lessee for the same.
25.3 Lessor shall have the right to retain keys to the Premises and to unlock all doors in or
upon the Premises other than to files, vaults, and safes, and in the case of emergency to enter the
Premises by any reasonable appropriate means, and any such entry shall not be deemed a forceable
or unlawful entry or detainer of the Premises or an eviction.
26. Signs. Lessee shall not place any sign upon the Premises or the Office Building project without
Lessor's prior written consent. Under no circumstances shall Lessee place a sign on any roof of the
Office Building Project.
27. Merger. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation
thereof, or a termination by Lessor, shall not work a merger, and shall, at the option of Lessor,
terminate all or any existing subtenancies or may, at the option of Lessor, operate as an assignment to
Lessor of any or all of such subtenancies.
28. Consents. Except as expressly provided herein, wherever in this Lease the consent of one
party is required to an act of the other party such consent shall not be unreasonably withheld or
delayed.
29. Quiet Possession. Upon Lessee paying the rent for the Premises and observing and
performing all of the covenants, conditions and provisions on Lessee's part to be observed and
performed hereunder, Lessee shall have quiet possession of the Premises for the entire term hereof
subject to all of the provisions of this Lease. The individuals executing this Lease on behalf of Lessor
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0
represent and warrant to Lessee that they are fully authorized and legally capable of executing this
Lease on behalf of Lessor and that such execution is binding upon all parties holding an ownership
interest in the Office Building Project.
30. Easements.
30.1 Lessor reserves to itself the right, from time to time, to grant such easements, rights and
dedications that Lessor deems necessary or desirable, and to cause the recordation of Parcel Maps
and restrictions, so long as such easements, rights, dedications, Maps and restrictions do not
unreasonably interfere with the use of the Premises by Lessee. Lessee shall sign any of the
aforementioned documents upon request of Lessor and failure to do so shall constitute a material
default of this Lease by Lessee without the need for further notice to Lessee.
30.2 The obstruction of Lessee's view, air, or light by any structure erected in the vicinity of
the Building, whether by Lessor or third parties, shall in no way affect this Lease or impose any liability
upon Lessor.
31. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of
money to be paid by one party to the other under the provisions hereof, the party against whom the
obligation to pay the money is asserted shall have the right to make payment "under protest" and such
payment shall not be regarded as a voluntary payment, and there shall survive the right on the part of
said party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal
obligation on the part of said party to pay such sum or any part thereof, said party shall be entitled to
recover such sum or so much thereof as it was not legally required to pay under the provisions of this
Lease.
32. Conflict. Any conflict between the printed provisions, Exhibits or Addenda of this Lease and
the typewritten or handwritten provisions, if any, shall be controlled by the typewritten or handwritten
provisions.
33. Lender Modification. Lessee agrees to make such reasonable modifications to this Lease as
may be reasonably required by an institutional lender in connection with the obtaining of normal
financing or refinancing of the Office Building Project.
34. Attachments. Attached hereto are the following documents which constitute a part of this
Lease:
Exhibit "A"--_-------_--- Building and enclosed parking/storage are
Exhibit"A-1"------------------Basement Space
Exhibit "B"-----------------------Common Area Parking
Exhibit "C" -------------------Monthly Rent Example
35. Hazardous Substances.
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•
(a) Definitions. The term "Hazardous Substance" as used in this Lease shall
mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation,
or release, either by itself or in combination with other materials expected to be on the Premises, is
either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises,
(ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor
to any governmental agency or third party under any applicable statute or common law theory.
Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or
crude oil or any products, by-products or fractions thereof. "Reportable Use" shall mean (i) the
installation or use of any above or below ground storage tank, (ii) the generation, possession, storage,
use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect
to which a report, notice, registration or business plan is required to be filed with, any governmental
authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which
any Applicable Requirements requires that a notice be given to persons entering or occupying the
Premises or neighboring properties.
(b) Use Requires Consent. Lessee shall not engage in any activity in or on the
Premises, which constitutes a Reportable Use of Hazardous Substances without the express prior
written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable
Requirements. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials
reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies
(copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use
is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the
Premises or neighboring property to any meaningful risk of contamination or damage or expose
Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use
upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself,
the public, the Premises and/or the environment against damage, contamination, injury and/or liability,
including, but not limited to, the installation (and removal on or before Lease expiration or termination)
of protective modifications (such as concrete encasements).
(c) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe,
that a Hazardous Substance has come to be located in, on, under or about the Premises, other than
as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to
Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it
has concerning the presence of such Hazardous Substance.
(d) Lessee Remediation. Lessee shall not cause or permit any Hazardous
Substance to be spilled or released in, on, under, or about the Premises (including through the
plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all
Applicable Requirements and take all investigatory and/or remedial action reasonably recommended,
whether or not formally ordered or required, for the cleanup of any contamination of, and for the
maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or
materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought
onto the Premises during the term of this Lease, by or for Lessee, or any third party.
(e) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its
agents, employees, lenders, if any, harmless from and against any and all loss of rents and/or
damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees
- 17 -
72500.00001\6100687.1
(3
arising out of or involving any Hazardous Substance brought onto the Premises by or for
Lessee(provided, however, that Lessee shall have no liability under this Lease with respect to
underground migration of any Hazardous Substance under the Premises from adjacent properties not
caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the
effects of any contamination or injury to person, property or the environment created or suffered by
Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall
survive the expiration or termination of this Lease. No termination, cancellation or release
agreement entered into by Lessor and Lessee shall release Lessee from its obligations under
this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in
writing at the time of such agreement
(f) Investigations and Remediations. Lessee shall have the responsibility to pay for
any investigations or remediation measures required by governmental entities having jurisdiction with
respect to the existence of Hazardous Substances on the Premises as a result of Lessee's use.
(g) Lessor Termination Option. If a Hazardous Substance Condition occurs during the
term of this Lease, Lessee shall investigate and remediate it as required by the Applicable
Requirements and this Lease shall continue in full force and effect.
(h) Inspection; Compliance. Lessor and Lessor's consultants shall have the right to
enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after
reasonable notice, for the purpose of inspecting the condition of the Premises and for verifying
compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor,
unless a violation of Applicable Requirements, or a Hazardous Substance condition is found to exist or
be imminent, or the inspection is requested or ordered by a governmental authority. In such case,
Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such
inspection is reasonably related to the violation or contamination.
36. Americans with Disabilities Act Since compliance with the Americans with Disabilities Act
(ADA) is dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or
representation as to whether or not the Premises comply with ADA or any similar legislation. In the
event that Lessee's use of the Premises requires modifications or additions to the Premises in order to
be in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at
Lessee's expense.
37. Nondiscrimination. The Lessee herein covenants that there shall be no discrimination against
or segregation of any person or group of persons, on account of race, color, creed, religion, sex,
marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy,
tenure, or enjoyment of the premises herein leased.
38. City of Palm Desert Smoke Free Ordinance: The City of Palm Desert Ordinance No. 1007
prohibits smoking within certain public areas in the City of Palm Desert; indicated specifically by
Section (B) Paragraph 3 (c) and Section (B) Paragraph 2. The Ordinance prohibits smoking within the
office areas, conference rooms, atrium and forty (40) feet from the entrances and exits of the building.
The Ordinance was approved and adopted on October 25, 2001 by the City Council of the City of
Palm Desert.
- 18 -
72500.0000116100687.1
•
39. Recycling: Per AB939, the City of Palm Desert is required to divert 50% of its waste from the
landfill and implement diversion programs. In order to meet this mandate, the City, all City owned
facilities, and contractors performing work for the City, are required to participate in recycling programs
that relate to the business activity as well as recycling of other materials banned from landfills, (e.g.
chemicals, batteries, electronic waste, construction and demolition waste, bottles, cans, paper, plastic,
etc.) Therefore, the Lessee agrees to participate in the City of Palm Desert's recycling programs,
(office recycling, household hazardous waste, etc.). The City shall provide recycling containers and
education of staff/employees.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH
TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW
THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE
THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE
COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR
AND LESSEE WITH RESPECT TO THE PREMISES.
LESSOR LESSEE
/ COUNTY OF RIVERSIDE
AhtSikaii I
r. JEAN BENSON, MAY', - 4001.1. ' By: 2"-'
CITY OF PALM DESERT Bob Buster, Chairman
Board of Supervisors
73-510 Fred Waring Drive
Palm Desert, Ca 92260-2578 ATTEST:
Kecia Harper-Them
Clerk of the Board
ATTEST:
W� _ 101By: 101
eu
P WI
RA HELLE D. KLASSEN, ITY CL
APPROVED AS TO FORM:
Pamela J. Walls
County Counsel
By: / G (_ L�c/AJZ-roX
De ty County Couny I
SYNTNI4 M.GUNZEL
- 19 -
72500.00001\6100687.1 AUG 1 62011 3
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EXHIBIT B
`!7�� 8
DATE'
'- 10/2010 f inch=100 feat VICINITY MAI'
72500.0000116100687.1
•
(3
City of palm Desert-t6versfde County
Rental Rate Example tor Sheriff Station Lease
for ten years
commencing January 3.2011
C- m biped Phase I&2
Rental Rate Ad)laifseaetls
Monthly Floor Ceimg
Rent _ 2'16 5%
Jan 1,2011 S 12.573J7X1
Jan 1,70I2 $ 12,87446
Oct 1.2012 $ 28,530.46
Jan 1,2013 $ 29,10107
Jan 1,2014 $ 29,683.09
Jan 1,7015 $ 30276.75
Jan 1,7026 $3Q882.29 - $31,790.59
Jan 1.2017 $ 31.499.93 - $33,380.12
lan1,2018 $ 37.129.92 . $35.049.13
Jan 1.7019 $ 37.772.52 - $36,801.59
.Jan 1 2020 S 33.42 7,98 . $38,64].67
For the last three months of the 2012 the rent will increase to$28,530A6
es phase 2 beeps
EXHIBIT C
7 2 500.000 0116100 68 7.1