2025-26 Family YMCA of the Desert - Child Care Lease Agr - 51001 Eisenhower DrMEMORANDUM
CALIFORNIA -
DATE: 11 /4/2025------------
TO: Jon McMillen,City Manager
FROM: Laurie McGinley, Management Specialist
RE: Family YMCA of the Desert Lease Agreement - 51001 Eisenhower Building - After school childcare
Please list the Contracting Party/ Vendor Name, any change orders or amendments, and the type of services to be provided. Make
sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
❑ Approved by City Council on
❑✓ City Manager's signing authority provided under the City's Purchasing & Contracting Policy
[Resolution No. 2023-008] for budget expenditures of $50,000 or less.
❑ City Manager's signing authority provided under the City's Personnel Policy Section 3.2 for
temporary employment positions.
❑ Department Director's or Manager's signing authority provided under the City's Purchasing Policy
[Resolution No. 2023-008] for budget expenditures of $15,000 and $5,000, respectively, or less.
Procurement Method (one must apply):
❑ Bid ❑ RFP ❑ RFQ ❑ 3 written informal bids
❑ Sole Source ❑ Select Source ❑ Cooperative Procurement
Requesting department shall check and attach the items below as appropriate.
❑ Agreement payment will be charged to Account No.:
❑✓ Agreement term: Start Date 11 /12/2025 End Date 6/12/2026
❑✓ Amount of Agreement, Amendment, Change Order, etc.: $ 8,900 (Rent to be paid to City)
REMINDER: Signing authorities listed above are applicable on the apprepate Agreement amount, not individual
Amendments or Change Orders!
❑✓ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: Oscar Mojica (In -House) Date: 11/10/2025
.❑
NOTE.
.❑
L
Bonds (originals) as required by the Agreement (Performance, Payment, etc.)
Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is required pursuant
FPPC regulation 18701(2)
Business License No.
Expires:
Requisition for a Purchase Order has been prepared (Agreements over $5,000)
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") is made effective the 5th day of November
2025 (the "Effective Date"), by and between FAMILY YMCA OF THE DESERT, a California
501(c)(3) nonprofit ("Tenant") and THE CITY OF LA QUINTA, a California Municipal
Corporation and Charter City organized under the Constitution and laws of the State of California
with its principal place of business at 78495 Calle Tampico, La Quinta, CA ("Landlord").
Landlord hereby leases the property described below to Tenant upon the terms and conditions of
this Lease. In consideration of the payment to be made hereunder and the covenants and
agreements contained herein, the parties hereto agree as follows:
ARTICLE 1 TERM OF LEASE
1 Premises and Grant of Lease. Landlord is the owner of that certain real property and
improvements located at 51001 Eisenhower Drive, in the City of La Quinta, County of
Riverside, State of California, with Assessor Parcel Number 773-065-012, depicted in
Exhibit A attached hereto and incorporated by this reference (the "Premises").
1.2 Reservation. Lessor reserves to itself, its successors, and assigns, the non-exclusive right
to enter upon the Premises in accordance with any rights of Lessor set forth in this Lease.
Lessor also reserves to itself, its successors, and assigns, the right to grant to non-exclusive
right to enter upon the Premises to others provided it does not unduly interfere with the
Lessee's use of the Premises,
1.3 Exceptions to Leasehold Estate. This Lease is made subject to all covenants, conditions,
restrictions, reservations, rights, rights -of -way, easements, and all other matters of record or
apparent upon a visual inspection of the Premises affecting the Premises or the use thereof on
the date this Lease is executed by Lessee.
1.4 Term. The Term of this Lease shall commence on November 12, 2025 (the "Term
Commencement Date") and end on June 12, 2026 (the "Termination Date"). Notwithstanding
the Effective Date of the Lease, Lessee's right to occupy and use the Premises as defined herein
shall commence no earlier than the Term Commencement Date, and shall end on the
Termination Date unless earlier terminated or amended as set forth herein.
ARTICLE 2 CONDITION OF PROPERTY
2.1 Premises Provided As -Is. Lessee is responsible for inspecting the condition of the Property
prior to entering into this Lease to confirm it is appropriate for the Permitted Use (defined
below). The Premises is provided AS -IS, WITH FAULTS without reliance upon any
representation by Lessor, or any of its officers, employees, agents or representatives, or any
other person, concerning the Premises, its fitness for the Permitted Use or any other particular
purpose or use, its income -producing history, potential or capabilities, its value, or any other
promise, representation or inducement not expressly set forth in this Lease
2.2 No Alterations. Lessee may not physically alter the premises with any improvements, fixtures,
alterations, rebuilding, replacements, repairs, or installations which cannot be removed without
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altering the condition of the Premises or which would adversely affect the value of the Premises
(each an "Alteration") without Lessor's prior written consent which may be granted or
withheld in Lessor's sole discretion. All such Alterations shall become the sole property of
Lessor, unless Lessor requires them to be removed pursuant to Section 2.3 below.
In its requests to Lessor for approval pursuant to this Section, Lessee shall submit to Lessor
for its approval documentation which describes the desired Alteration, including floor plans,
building sections, building materials and components, samples of proposed exterior building
materials, and the like, to the extent relevant to the particular Alteration, and any other
information reasonably requested by Lessor. Lessor's response shall be given within a
reasonable period of time not to exceed sixty (60) days after receipt by Lessor from Lessee of
all necessary documents and information relating to such repairs (which sixty (60) day period
does not include the Lessor's normal development review requirements), and Lessor's failure
to respond in such sixty (60) day period shall constitute Lessor's denial of the requested
Alteration. The Lessor's approval shall not be unreasonably withheld for necessary repairs.
2.3 Restoration Upon Termination. Upon termination of the Term, Lessee shall cause to be
removed all personal property, and shall cause the Premises to be returned to substantially the
same condition as existed on the Term Commencement Date, reasonable wear and tear and
permitted Alterations pursuant to Section 2.2 excepted except as provided in the following
sentence. For any Alterations, Lessor may instead elect, by written notice to Lessee, to require
such Alterations to be removed by Lessee at Lessee's sole cost and expense as Lessee's
property, and the Premises returned to the condition as existed on the Term Commencement
Date before such Alteration occurred.
2.4 Personal Property. Lessee shall retain ownership of all personal property, provided, however,
that any personal property left in the Premises following termination of the Term shall be
considered abandoned and may be disposed of or retained by Lessor._
ARTICLE 3 RENT
3.1 Rent. Within fifteen (15) days of execution of this Lease, Lessee shall pay to Lessor Eight
Thousand Nine Hundred Dollars ($8,900) in exchange for the benefits granted to Lessee
pursuant to the Lease (the "Rent").
3.2 Additional Payments. Except as otherwise provided in this Lease, all sums of money or
charges whatsoever required to be paid by Lessee to Lessor under this Lease other than Rent
shall be due and payable fifteen (15) days after demand, presented in writing by certified mail,
overnight mail, or personal delivery without any deductions or offsets whatsoever.
3.3 Place of Payment. Lessee agrees to pay the rental and other charges herein required to Lessor
at 78-495 Calle Tampico, La Quinta, California 92253, to the attention of the Finance Director.
All payments shall be made by check for an account in lawful money of the United States. All
payments requiring proration shall be prorated on the basis of a thirty (30) day month.
ARTICLE 4 USE OF PREMISES AND COMPLIANCE WITH LAW
4.1 Permitted Uses. Lessor's primary purpose for entering into this Lease is to provide for Lessee's
operation of the Premises solely for the purpose of providing childcare services and a center
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for youth -oriented activities (the "Permitted Use"). Lessee shall use the Premises for these
purposes for the entirety of the Term. Lessee shall not use the Premises for any other purposes
without prior written consent of Lessor.
Lessee, at Lessee's expense, shall promptly comply with all present and future laws,
ordinances, orders, rules, regulations and requirements of all governmental authorities having
jurisdiction affecting the Premises or the cleanliness, safety, occupancy and use of the same,
whether or not any such law, ordinance, order rule, regulation or requirement is substantial, or
foreseen or unforeseen, or ordinary or extraordinary or shall necessitate structural changes of
the improvements on the Premises or interfere with the use and enjoyment of the Premises. If
any governmental license or permit shall be required for the proper and lawful conduct of the
Premises for the Permitted Use, Lessee shall procure and thereafter maintain such license or
permit at its sole cost and expense and shall submit the same for inspection by Lessor.
4.2 Nondiscrimination. Lessee covenants for itself, its heirs, executors, administrators, assigns,
and all persons claiming under or through it, that this Lease is made and accepted upon and
subject to the condition that there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed, religion, sex, age, national origin,
ancestry, political affiliation or physical handicap associated with the construction, operation
and maintenance of the Premises.
ARTICLE 5 PAYMENT OF EXPENSES
Lessee shall pay all the costs and expenses in the operation, management, and maintenance of the
Premises except as otherwise provided in this lease. Lessee's expenses shall include, without
limitation, the following: (i) expenses incurred by Lessee in connection with the Premises for
general maintenance, painting, lighting, cleaning, trash removal, security, fire protection; (ii) all
charges, surcharges and other levies imposed by, and all costs (whether or not capital in nature) of
compliance with the requirements of any federal, state or local governmental agency regulating
use of the Premises as the Permitted Use; and (iii) the actual cost of repairs to the Premises,
excluding major repairs. Lessee shall pay all charges for gas, water, sewer, electricity, telephone,
and other utility services used on or in the Premises. If any such charges are not paid when due,
Lessor may pay the same after giving Lessee fifteen (15) days prior written notice, and any amount
so paid by Lessor shall thereupon become due to Lessor from lessee as additional Rent.
ARTICLE 6 MAINTENANCE OF LEASED PREMISES
6.1 Lessee's Obligations for Maintenance.
(a) Lessee's Obligations. Lessee, at Lessee's expense without cost to Lessor, shall
maintain in good order, condition, quality, and repair, the building located on Premises and
every part thereof and any and all appurtenances thereto wherever located, and Lessee shall
be responsible for all other repairs (except as specified in ARTICLE 5), replacements,
renewals and restorations, ordinary and extraordinary, foreseen and unforeseen.
(b) Standard of Maintenance. Lessee shall keep and maintain the Premises in a clean,
sanitary, and safe condition in accordance with the laws of the State of California and in
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accordance with all directions, rules and regulations of the health officer, Fire Marshall,
building inspector or other proper officials of the governmental agencies having
jurisdiction, and Lessee shall comply with all requirements of laws and ordinances
affecting the Premises, all at the sole cost and expenses of Lessee. At the time of the
expiration of the tenancy created herein, Lessee shall surrender the Premises and the
improvements thereon in good order, condition, and repair.
(c) Liens. Lessee shall keep the Premises free from any and all liens arising out of any
work performed, materials furnished, or obligations incurred by or for Lessee, and agrees
to cause to be discharged of record any mechanic's or materialmen's lien within twenty
(20) days after the lien has been filed or within ten (10) days after receipt of written request
from Lessor, whichever shall be the sooner. Lessee shall give Lessor at least fifteen (15)
days written notice prior to commencing or causing to be commenced any work on the
Premises (whether prior or subsequent to the commencement of the Term), so that Lessor
shall have reasonable opportunity to file and post notices of non -responsibility for Lessee's
work. Lessor may condition its consent to work upon Lessee posting lien and material
and/or completion bonds in amounts as may be necessary to cover the anticipated cost of
such work and potential overruns. Lessee shall reimburse Lessor for any and all costs and
expenses which may be uncured by Lessor by reason of the filing of any such liens and/or
removal of same, such reimbursement to be made within ten (10) days after receipt by
Lessee from Lessor of a statement setting forth the amount of the costs and expenses.
(d) Lessor's Substitute Performance. In the event Lessee fails, refuses or neglects to
commence and complete promptly and adequately any of the required repairs or
maintenance, to remove any lien, to pay any cost or expense relating to such matters, or to
otherwise perform any act or fulfill any obligation required of Lessee pursuant to this
Section 6.1, Lessor may, but shall not be required to, make or complete any such repairs
or maintenance, remove such lien, or pay such cost and expense, and Lessee shall
reimburse Lessor for all costs and expenses of Lessor thereby incurred within fifteen (15)
days after receipt by Lessee from Lessor of a statement setting forth the amount of such
costs and expenses which shall be deemed to be additional Rent and subject to the same
consequences as herein provided for failure to pay Rent. If reasonably possible under the
circumstances, Lessor shall give Lessee written notice fifteen (15) days prior to
commencement of any substitute performance. Any failure by Lessor to give such notice,
however, shall not prejudice Lessor's rights hereunder. Lessor's rights and remedies
pursuant to this subsection (d) shall be in addition to any and all other rights and remedies
provided under this Lease or at law.
6.2 Lessor's Obligations for Maintenance.
(a) Grounds. Lessor shall maintain the grounds surrounding the building on Premises
including all landscaping areas and equipment. Lessor shall also maintain, repair and
replace the parking areas located on the Premises.
(b) Trash Removal. Lessor shall be responsible for removing all trash on the Premises
which is generated by Lessor's maintenance of the grounds.
ARTICLE 7 LESSEE'S INSURANCE
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7.1 Types of Lessee Insurance Required. Lessee, at no cost and expense to Lessor, shall procure
and keep in full force and effect during the Term and for four (4) years thereafter or cause to
be procured and kept in full force and effect for the mutual benefit of Lessor and Lessee,
insurance policies meeting the minimum requirements set forth below or such greater
requirements that are generally obtained from time to time for properties, improvements,
activities, and operations similar to those on the Premises in the Southern California area:
(a) comprehensive general liability insurance with respect to the Premises and the
operations of or on behalf of Lessee or its agents, officers, directors, and employees in, on
or about the Premises in an amount not less than Two Million Dollars ($2,000,000) per
occurrence combined single limit bodily injury, personal injury, death and property damage
liability per occurrence, subject to such increases in amount as Lessor may reasonably
require from time to time. Coverage shall include, but not be limited to personal injury
liability, premises and operation, blanket contractual, cross liability, severability of
interest, broad form property damage, and independent contractors. The policy or policies
shall include an endorsement naming Lessor, its officers, employees, and agents as
additional insureds under such policy or policies;
(b) worker's compensation coverage as required by the laws of the State of California
together with employer's liability coverage; and
(c) with respect to the improvements, fixtures, furnishings, equipment and other items
of personal property located on or in the Premises, insurance against fire, peril of flood,
extended coverage, vandalism and malicious mischief, and such other additional perils,
hazards and risk as now are or may be included in standard "all risk" forms in general use
in Riverside County, California, for an amount equal to not less than the full current actual
replacement cost thereof. Lessor shall be an additional insured under such policy or policies
and such insurance shall contain a replacement cost endorsement.
7.2 Standard Policy Requirements. All policies of insurance required to be carried by Lessee under
this Lease shall be written by responsible and solvent insurance companies authorized to do
business in the State of California. Any such insurance required of Lessee hereunder may be
furnished by Lessee under any blanket policy carried by it or under a separate policy thereof.
A copy of each paid -up policy evidencing such insurance (appropriately authenticated by the
insurer) or a certificate of the insurer, included copies of all applicable endorsements, certifying
that such policy has been issued, providing the coverage required by this Section and
containing provisions specified herein, shall be delivered to Lessor prior to the date Lessee is
given the right of possession of the Premises or as Lessor may otherwise require, and upon
renewals, not less than thirty (30) days prior to the expiration of such coverage. Lessor may,
at any time, and from time to time, inspect and/or copy any and all insurance policies required
to be procured by Lessee hereunder. In no event shall the limits of any policy be considered as
limiting the liability of Lessee under this Lease.
7.3 Specific Provisions in Policy. Each policy evidencing insurance required to be carried by
Lessee pursuant to this Article shall contain the following endorsements, provisions, or
clauses:
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(a) an endorsement stating that the insurer will not cancel or materially change the
coverage provided by such policy except after giving Lessor thirty (30) days' prior written
notice (10 days for non-payment); and
(b) a waiver by the Lessee's insurer of any right to subrogation against lessor, its
agents, employees, or representatives which arises or might arise by reason of any payment
under such policy or policies or by reason of any act or omission of Lessor, its agents,
employees or representatives.
(c) Lessee's coverage shall be primary insurance as respects Lessor, its officers,
employees, and agents. Any insurance or self-insurance maintained by Lessor, its officers,
employees, or agents shall be excess of the Lessee's insurance and shall not contribute with
it.
(d) Lessee's coverage shall include an endorsement evidencing the foregoing and
naming the City and its officers and employees as additional insured (on the Commercial
General Liability policy only).
(e) Any deductibles or self -insured retentions must be declared to and approved by the
Lessor. At the option of Lessor, either: The Lessee shall obtain coverage to reduce or
eliminate such deductibles or self -insured retentions as respects Lessor, its officers,
employees and agents; or the Lessee shall provide a financial guarantee satisfactory to the
Lessor guaranteeing payment of losses and related investigations, claim administration,
and defense expenses.
7.4 Lessor's Substitute Performance. In the event that Lessee fails to procure, maintain and/or pay
for at the times and for the durations specified in this ARTICLE 7, any insurance required by
this Section, or fails to carry insurance required by law or government regulation, Lessor may
(but without obligation to do so) at any time or form time to time, after thirty (30) days written
notice to Lessee, procure such insurance and pay the premiums therefor, in which event Lessee
shall repay Lessor all sums so paid by Lessor together with interest pursuant to Section 18.10,
and all costs and expenses of Lessor thereby incurred, within fifteen (15) days following
Lessor's written demand to Lessee for such payment. Lessor's rights and remedies pursuant
to this subsection (d) shall be in addition to any and all other rights and remedies provided
under this Lease or at law.
7.5 This Article ARTICLE 7shall survive termination of the Lease.
ARTICLE 8 INDEMNITY
8.1 Covenant to Indemnify, Defend and Hold Harmless. Lessee covenants to defend and
indemnify Lessor, its officers, directors, partners, representatives, agents and employees, and
save and hold them harmless from and against any and all claims, actions, losses, damages,
liability, and expenses, including attorneys' fees, in connection with the loss of life, bodily
injury and/or damage to property arising from or out of or in connection with any occurrence
in, upon or at the Premises, or the occupancy or use by Lessee of the Premises or any part
thereof, or arising from or out of Lessee's failure to comply with any provision of this Lease
of otherwise occasioned wholly or in part by any act or omission of Lessee, its agents, directors,
representatives, contractors, employees, servants, invitees, or licensees, excepting that the
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foregoing provision shall not apply in the event of any uninsured willful or actively negligent
misconduct on behalf of Lessor or an of its agents, representatives, or employees, or in the
event any such claims, actions, losses, damages, liability, costs, or expenses arise out of a
breach by Lessor if its obligations under this lease.
If Lessor is made a party to any litigation, arbitration, mediation, or similar proceeding
involving a claim covered by the previous paragraph, then Lessee shall protect, defend and
hold Lessor harmless and shall pay all costs, expenses and reasonable attorneys' fees incurred
or paid by Lessor in connection with such litigation. Lessor may, at its option, require Lessee
to assume Lessor's defense in any action covered by this Section 8.1through counsel selected
by Lessor and reasonably satisfactory to Lessee. Lessee, as a material part of the consideration
to Lessor, hereby assumes all risks of damage to property or injury to persons in, upon or about
the Premises and the improvements thereon from any cause whatsoever, and Lessee hereby
waives all its claims in respect thereof against Lessor excepting only damage or injury arising
out (i) the uninsured willful or actively negligent misconduct or Lessor or any of its agents,
representatives, or employees, or (ii) a breach by Lessor of its obligations under this Lease.
8.2 Waiver of Subrogation. Each party hereto does hereby waive, remise, release, and discharge
the other party hereto and any officer, director, shareholder, beneficiary, partner, agent,
employees or representative of such other party, of and from any liability whatsoever hereafter
arising from loss or damage for which insurance containing a waiver of subrogation is carried
by the injured party under such insurance. Lessee shall, upon obtaining the policies of
insurance required hereunder, give notice to the insurance carrier or carriers that the foregoing
mutual waiver of subrogation is contained in this Lease.
8.3 Survival. This Article 8 shall survive termination of the Lease.
ARTICLE 9 CASUALTY LOSS AND RESTORATION
9.1 Non -Termination. Except as provided herein, no destruction or damage to the Premises or the
improvements thereto by fire, windstorm, or other casualty whether insured or uninsured shall
entitle Lessee to terminate this Lease.
9.2 Repair of Damage, Obligation to Repair Damage Due to Casualty Covered by Insurance. If
the Premises shall be totally or partially destroyed or rendered wholly untenantable by fire or
other casualty required to be insured by Lessee, Lessor shall promptly proceed to obtain
insurance proceeds and take all reasonable steps necessary to begin reconstruction and,
immediately upon receipt of insurance proceeds, promptly and diligently commence the repair
or replacement of the improvements to the Premises to substantially the same condition as they
are required to be maintained in under this Lease, so long as the insurance proceeds are
sufficient to cover the actual cost of restoration, and shall complete the same as soon as possible
so that Lessee may continue in occupancy. If, however, the insurance proceeds are insufficient
or the then -existing laws of any other governmental agencies with jurisdiction over the
Premises do not permit the restoration, Lessor may elect to terminate this Lease by giving
notice to Lessee. If the insurance proceeds are insufficient to allow the restoration of the
Premises, and Lessor elects to terminate the Lease, the proceeds will be the property of the
Lessor.
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9.3 Continued Operations. During any period of repair, Lessee shall continue, or cause the
continuation of, the operations on the Premises for the Permitted Use to the extent reasonably
practicable. However, irrespective of the continued operation during such period for repair, the
Rent payable hereunder shall not be deferred and shall not be abated. Upon completion of such
repair and restoration, Lessee shall promptly refixture and restock the improvements on the
Premises, if necessary, substantially to the condition prior to the casualty or as otherwise
required by this Lease, whichever is greater, and shall reopen if closed by the casualty.
ARTICLE 10 ASSIGNMENTS AND SUBLETTING
10.1 Lessor's Consent Required. Notwithstanding any provision herein to the contrary, Lessee
agrees and covenants (which covenants shall be binding upon the heirs, executors, and
administrators of Lessee) that Lessee shall not, either; voluntarily or by operation of law,
assign, sell, encumber, pledge, sublet, or otherwise transfer all or any part of Lessee's leasehold
estate hereunder, without Lessor's prior written consent. No assignment, whether voluntary or
involuntary, by operation of law, under legal process or proceedings, by receivership, in
bankruptcy, or otherwise, and no subletting shall be valid or effective without such prior
written consent of Lessor, and at Lessor's election, shall constitute a default.
10.2 Lessee Remains Obligated _ No subletting or assignment, even with the consent of Lessor,
shall relieve Lessee of its obligation to pay Rent and all of its other obligations hereunder. The
acceptance by Lessor of any payment due hereunder from any person or entity other than
Lessee shall not be construed as a waiver by Lessor of any provision of this Lease or a consent
to any assignment or subletting. Consent by Lessor to an assignment of the Lease or to a
subletting of the Premises shall not operate as a waiver or estoppel to the future enforcement
by Lessor of its rights pursuant to this Lease.
ARTICLE 11 DEFAULT
11.1 Event of Default. The word "default", as used in this Section 11.1, shall mean and include
any one or more of the following events or occurrences:
(a) The failure by Lessee to make any payment of Rent, or other payment required by
Lessee hereunder, when due and the continuance of such failure for a period of fifteen (15)
days after Lessor has given Lessee written notice specifying the same;
(b) The failure of Lessee to perform any term, condition, covenant or agreement of this
Lease, excluding the payment of Rent or other amounts due pursuant to subsection (a), and
the continuation of such failure for a period of thirty (30) days after Lessor shall have given
Lessee written notice specifying the same, or in the case of a situation in which the default
cannot reasonably be cured within thirty (30) days, if Lessee shall not promptly, within
thirty (30) days after receipt of such notice, commence to remedy the situation by a means
that can reasonably be expected to remedy the situation within a reasonable period of time,
and diligently pursue the same to completion;
(c) The abandonment by Lessee of the Premises or a substantial portion thereof, and/or
(d) Lessee's (i) application for, consent to, or suffering of, the appointment of a
receiver, trustee, or liquidator for all or for a substantial portion of its assets; (ii) making a
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general assignment for the benefit of creditors; (iii) being adjudged a bankruptcy; (iv) filing
a voluntary petition or suffering an involuntary petition under any bankruptcy,
arrangement, reorganizations or insolvency law (unless in the case of an involuntary
petition, the same is dismissed with thirty (30) days of such filing); or (v) fifteen (15)
consecutive days any attachment, levy, execution or seizure of all or a substantial portion
of the Lessee's assets or of Lessee's interest in this Lease.
11.2 Remedies.
(a) General. In the event of any default by Lessee, including the expiration of any
applicable cure period, Lessor may:
(i) Terminate Lessee's right to possession of the Premises by any lawful
means, including by written notice, in which care this Lease shall terminate and
Lessee shall immediately surrender possession of the Premises to Lessor. Such
termination shall not relieve Lessee of any obligation hereunder which has accrued
prior to the date of such termination. In the event of such termination, Lessor shall
be entitled to recover from Lessee all amounts due and owing under the Lease and
the costs of restoring the Premises to the condition specified in Article ARTICLE
2.
(b) Reasonable Rental Value. In any action or proceeding commenced by Lessor
against Lessee by reason of any default hereunder, the reasonable rental value of the
Premises for the period of the unlawful occupation by Lessee shall be the fair market value
of the use of the Premises for that period.
(c) Cumulative Remedies. Except as may be specifically provided herein, the rights
and remedies reserved to Lessor and Lessee herein, including those not specifically
described, shall be cumulative and, except as provided by California statutory or decisional
law in effect at the time, either Lessor or lessee may pursue any or all of such rights and
remedies at the same time or otherwise.
(d) Lessor's Non -Waiver. No delay or omission of Lessor to exercise any right or
remedy shall be construed as a waiver of any right or remedy or of any default by lessee
hereunder. The acceptance by Lessor of Rent or any additional rent hereunder shall not be
a waiver of any preceding breach or default by Lessee of any provision hereof, other than
the failure of Lessee to pay the particular Rent accepted, regardless of Lessor's knowledge
of such preceding breach or default at the time of acceptance of such rent, or a waiver of
lessor's right to exercise any remedy available to Lessor by virtue of such breach or default.
The acceptance of any payment from a debtor in possession, a trustee, a receiver or any
other person acting on behalf of Lessee of Lessee's estate shall not waive or cure a default
under subsection (d).
(e) Lessor's Reentry. Lessee hereby irrevocably consents to Lessor's peaceable
reentry, if Lessor so elects, to the Premises upon the occurrence of any of the events of
default specified above, including the expiration of any applicable cure period.
(f) Lessor's Advances. In the event of any default by Lessee in the payment of money,
other then Rent, or the performance of Lessee's obligations required under this Lease, and
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the expiration of any period expressly provided for herein for Lessee to cure said default
after the delivery of notice by Lessor, in addition to the other remedies herein granted to
Lessor, Lessor may, but shall not be obligated to do so, and without waiving or releasing
Lessee from any obligation of this Lease, make any payment and perform any other act on
Lessee's part to be made or performed as provided in this Lease. All sums paid by Lessor
and all necessary incidental costs, together with interest thereon with interest pursuant to
Section 18.10 shall be payable by Lessee to Lessor on demand. The sums shall be deemed
to be additional Rent and subject to the same consequences as herein provided for failure
to pay Rent.
11.3 Default by Lessor. Lessor shall not be deemed to be in default in the performance of any
obligation required to be performed by it hereunder unless and until it has failed to perform
such obligation within thirty (30) days after written notice by Lessee to lessor specifying in
reasonable detail the nature and extent of any such failure; provided, however, that if the nature
of Lessor's obligation is such that more than thirty (30) days are required for its performance
within such thirty (30) day period and thereafter diligently prosecutes the same to completion.
11.4 Legal Expenses and Collection Costs. If either party incurs any expense, including actual
costs of collection, reasonable attorneys' fees, expenses of discovery, preparation for litigation,
expert witness fees and litigation expenses and costs, in connection with any action or
proceeding instituted by either parry by reason of any default or alleged default of the other
party hereunder, the party prevailing in such action or proceeding shall be entitled to recover
its reasonable expenses from the other party. For purposes of this provision, in any unlawful
detainer or other action or proceeding instituted by Lessor based upon any default or alleged
default by Lessee hereunder, Lessor shall be deemed the prevailing parry if (a) judgement is
entered in favor of Lessor or (b) prior to trial or judgement Lessee shall pay the Rent and
charges claimed by Lessor, or eliminate the condition(s), cease the act(s) or otherwise cure the
omission(s) claimed by Lessor to constitute a default by Lessee hereunder.
ARTICLE 12 HOLDING OVER
This Lease shall terminate and become null and void without further notice upon the expiration of
the Term herein specified, and any holding over by Lessee after such expiration shall not constitute
a renewal or extension hereof or give Lessee any rights under this Lease, except when in writing
signed by both parties hereto.
ARTICLE 13 ACCESS BY LESSOR
In addition to all other rights of Lessor herein, Lessor its agents, contractors, officials, and
employees of Lessor who are identified in writing to Lessee shall have the right, after reasonable
notice to Lessee, to enter the Premises during normal business hours or at an alternative time
reasonably acceptable to Lessee (a) to examine the Premises, to perform any obligations of Lessor
or to exercise any right or remedy reserved to Lessor in this Lease; (b) to exhibit the Premises to
prospective purchasers, mortgagees or lessees of Lessor's interest therein; (c) to make such repairs
as Lessor may be entitled to make after a default by Lessee under Article 12 above; and (d) to take
all materials into and upon the Premises that may be required in connection with such repairs,
provided that any such entry shall be performed in such a manner that does not unreasonably
interfere with Lessee's use of the Premises. If Lessor exercises its rights of entry in compliance
with this Article 14, such entry shall not constitute a constructive or actual eviction of Lessee, in
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whole or in part, and the Rent shall not abate while any such repairs are being made. If, during the
last month of the Term, Lessee shall have removed all or substantially all of Lessee's property
therefrom, Lessor may immediately enter and alter, renovate and redecorate the Premises without
elimination or abatement of Rent, and without other compensation and such action shall have no
effect upon this Lease. Nothing herein contained, however, shall be deemed or construed to impose
upon Lessor any obligation, responsibility or liability whatsoever for the care, supervision or repair
of the Premises.
ARTICLE 14 QUIET ENJOYMENT
Upon payment by Lessee of the Rents provided herein, and upon the observance and performance
of all of the covenants, terms and conditions on the part of Lessee to be performed hereunder,
Lessor covenants and warrants that Lessee may peaceably and quietly hold and enjoy the Premises
for the Term.
ARTICLE 15 FURNITURE, FIXTURE, AND EQUIPMENT FINANCING
It is contemplated that during the Term of this Lease, Lessee shall place or cause the placement
from time to time of Furniture, Fixtures or Equipment (collectively "FF&E") on the Premises
which shall be subject to lease and/or purchase financing encumbrances (collectively "FF&E"
Financing). Prior to Lessee having the right to place any FF&E on the Premises subject to FF&E
Financing, Lessee shall be required to deliver to Lessor written notice of any such proposed FF&E
Financing at least sixty (60) days prior to the creation of such FF&E Financing, together with
documentation in reasonable detail so that Lessor may review and approve or disapprove, in
Lessor's reasonable discretion, the FF&E Financing. Such information shall include, but not be
limited to, the following: (i) a complete description of the FF&E; (ii) the lease term, rent payments
and security deposits required in connection with any leasing of FF&E; (iii) the purchase price,
terms of payment and conditions of any purchase or loan in connection with purchasing of FF&E;
and (iv) copies of all relevant documents to be executed between Lessee and the lender, seller or
Lessor of the particular FF&E in question. For a period of thirty (30) days following receipt by
Lessor of the notice from Lessee together with all of the information required above, Lessor may
approve or disapprove such FF&E Financing by written notice to Lessee. Lessor's approval of any
such FF&E Financing shall not be unreasonably withheld. In the event Lessor reasonably objects
to all or a portion of such FF&E Financing, Lessor shall within said thirty (30) day period give
Lessee written notice of its objection, detailing the reasons thereof. In such event, Lessee shall be
prohibited from entering into such FF&E Financing but Lessee may submit to Lessor such
response to Lessor's objections and/or revisions to the terms and conditions of the FF&E Financing
in order to satisfy Lessor's objections thereto. Any such newly submitted information shall again
be subject to Lessor's thirty (30) day right to review and reasonably object thereto. Lessor's failure
to timely object within said thirty (30) day period to any such proposed FF&E Financing for which
proper notice has been given by Lessee to Lessor shall constitute disapproval of the particular
FF&E Financing in question unless the parties agree to a longer review period in writing. Lessor's
rights hereunder shall not be construed as requiring Lessor to participate in any way in any such
FF&E Financing nor shall approval by Lessor of any such FF&E Financing obligate Lessor in any
manner.
ARTICLE 16 TAXES.
Lessee shall be responsible for, and agrees to pay, prior to delinquency, any and all taxes,
assessments, installments of taxes, levies, fees, and other governmental charges of every kind or
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nature (hereinafter collectively called "Taxes") in the event such Taxes are levied or assessed by
municipal, county, state, federal, or other taxing or assessing authorities or governmental agencies
or entities upon, against, or with respect to (i) the Premises or any portion thereof; (ii) all fixtures,
equipment, and any other property of any kind owned by Lessee or placed, installed, or located
within, upon, or about the Premises for which Lessor might be assessed or which might become a
lien on the Premises if not paid by Lessee; (iii) all alterations, addition, and improvements of
whatsoever kind or nature, if any, made to the Premises or the improvements thereon; (iv) rentals
or other charges payable by Lessee to Lessor; and (v) any other interest in the Premises (including
the leasehold interest created by this Lease), irrespective of whether any of the items described in
clauses (i) through (v) above are assessed as real or personal property, and irrespective of whether
any of such items are assessed to or against Lessor, Lessee or any other person.
ARTICLE 17 FORCE MAJEURE
In the event the performance by either party of any of its obligations hereunder is delayed by reason
of the act or neglect of the other party, act of God, fires, earthquakes, unusually severe weather,
floods, epidemics, strike, labor dispute, boycott, lockout or other like defensive action by such
party, inability to obtain labor or materials, governmental restrictions, riot, insurrections, war,
catastrophe, casualty, act of the public enemy, or any other cause, whether similar or dissimilar,
beyond the reasonable control of the party from whom such performance is due ("unavoidable
delays"), the period for the commencement or completion thereof shall be extended for a period
equal to the period during which performance is so delayed, provided, however that this
ArticleARTICLE 17shall not apply to Lessee's obligations to timely pay Lessor Rent and any
other amounts due hereunder.
ARTICLE 18 MISCELLANEOUS
18.1 Waiver. The waiver by either Lessor or Lessee of any breach of any term, condition or
covenant contained herein shall not be deemed a waiver of such term, condition or covenant
or any subsequent breach of the same or any other term, condition or covenant contained
herein.
18.2 Notices. All notices, demands or other writing to be made, given or sent hereunder, or
which may be so given or made or sent by either Lessor or Lessee to the other shall be deemed
to have been given when in writing and personally delivered or if mailed on the third (3 rd) day
after being deposited in the United States mail, certified or registered, postage prepaid, and
addressed to the respective parties at their addresses set forth below:
To Lessor: City of La Quinta
Attn: City Manager
78495 Calle Tampico
La Quinta, CA 92253
With a Copy to: Rutan & Tucker, LLP
Attn: William H. Ihrke, Esq.
18575 Jamboree Road 9th Floor
Irvine, CA 92612
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To Lessee: Family YMCA of The Desert
Attn: Paula Simonds, CEO/Executive Director
43-930 San Pablo Avenue
Palm Desert, CA 92260
18.3 Relationship of Parties. Nothing contained herein shall be deemed or construed by the
parties hereto, nor, by any third party, as creating the relationship of principal and agent or of
partnership or of joint venture between the parties hereto, it being understood and agreed that
neither the method of computation of rent, nor any other provision contained herein, nor any
acts of the parties herein, shall be deemed to create any relationship between the parties hereto
other than the relationship of Lessor and Lessee.
18.4 Accord and Satisfaction. No payment by Lessee or receipt by Lessor of a lesser amount
than the Rent or other charges herein stipulated shall be deemed to be other than on account of
the earliest due stipulated Rent or other charges, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment as Rent or other charges be
deemed an accord and satisfaction, and Lessor shall accept such check or payment without
prejudice to Lessor's right to recover the balance of such Rent or other charges or pursue any
other remedy in this Lease provided.
18.5 Time of Essence. Time is hereby expressly declared to be of the essence of this Lease
and of each and every term, covenant and condition hereof which relates to a date or period of
time.
18.6 Remedies Cumulative. The remedies herein given to Lessor and Lessee shall be
cumulative and are given without impairing any other rights or remedies given Lessor and
Lessee by statute or law now existing or hereafter enacted, and the exercise of any one (1)
remedy by Lessor or Lessee shall not exclude the exercise of any other remedy.
18.7 Effect of Invalidity. If any term or provision of this Lease or the application thereof to any
person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this
Lease, or the application of its terms and provisions to persons and circumstances other than
those that have been held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Lease shall be valid and enforceable to the fullest extent permitted by
law.
18.8 Successors and Assigns. This Lease and the covenants and conditions contained herein
shall be binding upon and inure to the benefit of and shall apply to the successors and assigns
of Lessor and to the permitted successors and assigns of Lessee, and all references in this Lease
to "Lessee" or "Lessor" shall be deemed to refer to and include all permitted successors and
assigns of such party.
18.9 Entire Agreement. This Lease and the exhibits hereto contain the entire agreement of
Lessor and Lessee with respect to the matters covered hereby, and no other agreement,
statement of promise made by either Lessor or Lessee which is not contained herein, shall be
valid or binding. No prior agreement, understanding or representation pertaining to any such
matter shall be effective for any purpose. No provision of this Lease may be amended or added
to except by an agreement in writing signed by Lessor and Lessee.
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18.10 Interest on Past -Due Obligations. Any amount due from Lessee to Lessor hereunder which
is not paid when due (including, without limitation, amounts due as reimbursement to Lessor
for costs incurred by Lessor in performing obligations of Lessee hereunder upon Lessee's
failure to, so perform, shall bear interest at the rate of ten percent (10% ) or the highest interest
rate permitted by California law, whichever is lower, from the date due until paid, unless
otherwise specifically provided herein, but the payment of the interest shall not excuse or cure
any default by Lessee under this Lease.
18.11 Execution of Lease, No Option. The submission of this Lease to Lessee shall be for
examination purposes only and does not and shall not constitute a reservation of or option for
Lessee to lease, or otherwise create any interest by return to Lessor. The Lease shall not be
binding upon either party until mutually executed and delivered by both parties.
18.12 Corporate Authority. Each individual executing this Lease on behalf of a corporation,
nonprofit corporation, partnership or other entity or organizations, represents and warrants that
he or she is duly authorized to execute and deliver this Lease on behalf of said corporation,
partnership, entity or organization and that this Lease is binding upon same in accordance with
its terms. Lessee shall, at Lessor's request, deliver a certified copy of its board of directors'
resolution or certificate authorizing or evidencing such execution. This Section shall survive
termination of the Lease.
18.13 Controlling Law, Venue. This Lease shall be governed by and construed in accordance
with the laws of the State of California without regard to conflict of laws principles. Venue
for any action between the parties related to this Lease shall be vested exclusively in the courts
of Riverside County, California, and each party hereby consents to the jurisdiction of such
courts.
18.14 Specific Performance. Nothing contained in this Lease shall be construed as or shall have
the effect of abridging the right of either Lessor or Lessee to obtain specific performance of
any and all of the covenants or obligations of the other party under this Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first written
above.
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CITY OF LA QUINTA
a California municipal corporation
By:
McMillen, City Manager
ATTEST:
Monika Radeva, Cyity Clerk
APPROVED AS TO FORM:
William H. Ihrke, City Attorney
FAMILY YMCA OF THE DESERT,
a California nonnrQf
acorporation
Title:
2731/015610-0002 _ 5
12419803.1 al1/04/25
Dated: d Z
Dated: I I's
r`
EXHIBIT A
MAP OF THE PREMISES
► ► � k_
51001 Eisenhower Drive, La Quinta, CA 92253
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