HomeMy WebLinkAboutA6649 - WORLD WIDE FLIGHT SERVICEWORLDWIDE FLIGHT SERVICES
NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT
FOR TERMINAL USE SPACE AT
PALM SPRINGS INTERNATIONAL AIRPORT
THIS LEASE ("Lease") is made and entered into this 20th day of December, 2017,
by and between the CITY OF PALM SPRINGS, a municipal corporation ("Lessor"), and
WORLDWIDE FLIGHT SERVICES, a Delaware Corporation ("Lessee"). City and
Lessee may herein be referred to individually as a "Party" and collectively as "Parties."
RECITALS:
A. Lessor desires to lease terminal use space at Palm Springs International Airport
Airport") to operate a Commercial Aeronautical Activity, which includes
passenger ticketing, baggage delivery services, ground services, and aircraft
services for airline passengers.
B. City believes that the travelers using the City's airport terminal would benefit from
these airline related services.
NOW THEREFORE, City and Lessee mutually agree as follows:
AGREEMENT
1.0 LEASE SUMMARY. Certain fundamental lease provisions are presented in this
Section and represent the agreement of the parties hereto, subject to further definition
and elaboration in the respective referenced Sections and elsewhere in this Lease. In
the event of any conflict between any fundamental lease provision and the balance of
this Lease, the latter shall control. References to specific Sections are for convenience
only and designate some of the Sections where references to the particular fundamental
lease provisions may appear.
1.1 Demised Premises. The "Demised Premises" shall refer to that
certain property consisting of office space totaling 220 square feet, located in the Palm
Springs International Airport terminal building and more particularly described in Exhibit
A" attached hereto.
1.2 Lease Term. The term of this lease shall commence on January 1,
2018 and shall terminate on December 31, 2018. Subject, however, to earlier
termination by City with thirty (30) days advance written notice, or as otherwise provided
in this Lease.
1.3 Extension Option. Two (2), one (1) year options available at the
City's discretion.
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1.4 Lease Rental Payments. Rental payment due on the first of each
month of the agreement in the amount of $790.72. The monthly rent shall be adjusted
January 1" of each year in an amount equal to the increase in the consumer price index
for All-Urban Consumers (CPI-U) in the Los Angeles-Riverside-Orange County, CA for
the month of October preceding the adjustment date as compared to the preceding
base index. City shall send written notice of the applicable rent increase of each
successive year along with documentation evidencing the calculation used to arrive at
the figure.
1.5 Extension Options. Extension options in this lease as noted in
Section 1.3.
1.6 Security Deposit. N/A
1.7 Use of Premises. Lessee shall use and occupy the Premises for
the purpose of administrative services/office/employee workspace related to the
Commercial Aeronautical Activities.
Lessor: City of Palm Springs
Attn: City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Cc: Palm Springs International Airport
3400 E. Tahquitz Canyon Way, Suite 1
Palm Springs, CA 92262
2.0 TERM.
2.1 Term. The term of this Lease shall commence on the date
specified in Section 1.3 ("Commencement Date") and shall continue for the period
specified therein unless earlier terminated as provided herein.
2.2 Reserved.
2.3 Time. Time is of the essence for this Lease.
2.4 Force Maieure. If either party hereto shall be delayed or prevented
from the performance of any act required hereunder by reason of acts of God, strikes,
lockouts, labor troubles, inability to procure materials, restrictive governmental laws or
regulations or other cause without fault and beyond the control of the party obligated
financial inability excepted), performance of such act shall be excused for the period of
the delay and the period for the performance of any such act shall be extended for a
period equivalent to the period of such delay, provided such party provides the other
party written notice of such event within ten (10) days of the commencement of the
prompt payment of any rental or other charge required of Lessee hereunder except as
may be expressly provided elsewhere in this Lease.
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2.5 Termination by Lessor. Lessor shall have the right to terminate this
Lease by providing Lessee with at least thirty (30) days advance written notice. If
Lessor terminates this Lease as provided in this Section, Lessee hereby waives any
right to receive any other compensation from Lessor, including, but not limited to, the
value of Lessee's leasehold interest, loss of goodwill and relocation benefits, inverse
condemnation or the taking of property and Lessor shall have no obligation to pay
Lessee therefor.
2.6 Holding Over. Any holding over with the consent of Lessor, express
or implied, shall be construed to be a tenancy from month-to-month, cancelable upon
thirty (30) days' written notice, and at a monthly rental equal to one hundred and fifty
percent (150%) of the monthly rental in effect at the expiration of the contract services
agreement.
2.7 Termination by Lessee. Lessee shall have the right to terminate
this Lease by providing Lessor with at least thirty (30) days advance written notice. If
Lessee terminates this Lease as provided in this Section, Lessee hereby waives any
right to receive any other compensation from Lessor, including, but not limited to, the
unamortized value of Lessee's leasehold improvements, Lessee's leasehold interest,
loss of goodwill and relocation benefits, inverse condemnation or the taking of property
and Lessor shall have no obligation to pay Lessee therefor.
3.0 RENTAL.
3.1 Monthly Rental. Lessee shall pay to Lessor, during the term of this
Lease from and after the Commencement Date, as monthly rental ("Monthly Rental") for
the Premises the sum specified in Section 1.4 hereof, which sum shall be paid in
advance on the first day of each calendar month. In the event the Commencement
Date does not occur on the first day of a calendar month, the Lessee shall pay the
rental for the fractional month on the Commencement Date on a per diem basis,
calculated on a thirty (30) day month. All rental to be paid by Lessee to Lessor shall be
in lawful money of the United States of America and shall be paid without deduction or
offset, prior notice or demand, at the address designated in Section 1.7 hereof.
3.2 Cost of Living Adjustment. Cost of living adjustment during the
agreement as specified in Section 1.4.
3.3 Additional Rental. For the purposes of this Lease, all monetary
obligations of Lessee under this Lease, including but not limited to, insurance
premiums, property taxes, maintenance expenses, late charges and utility costs shall be
deemed to be additional rental.
3.4 Real Property Taxes. Unless Lessee qualifies for an exemption, in
addition to all rentals herein reserved, Lessee shall pay, at the election of Lessor, either
directly to the taxing authority or to Lessor, annual real estate taxes and assessments
levied upon the Premises (including any possessory interest taxes), as well as taxes of
every kind and nature levied and assessed in lieu of, in substitution for, or in addition to,
existing real property taxes. Such amount shall be paid on the date that is twenty (20)
days prior to the delinquent date or, if Lessor receives the tax bill, ten (10) days after
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receipt of a copy of the tax bill from Lessor, whichever is later. Even though the term of
this Lease has expired and Lessee has vacated the Premises, when the final
determination is made of Lessee's share of such taxes and assessments, Lessee shall
immediately pay to Lessor the amount of any additional sum owed.
3.5 Personal Property Taxes. Unless Lessee qualifies for an
exemption from property taxes or possessory interest taxes due to its non-profit status,
during the term hereof, Lessee shall pay, prior to delinquency all taxes assessed
against and levied upon fixtures, furnishings, equipment and all other personal property
of Lessee contained in the Premises, and when possible Lessee shall cause said
fixtures, furnishings, equipment and other personal property to be assessed and billed
separately from the real property of Lessor.
3.6 Utilities. All cost of water, gas, heat, electricity, sewer, and all other
services used in, upon, or about the Premises shall be paid by the City. Lessee shall
pay all telephone, internet, cable television, satellite, broadband and other
telecommunications services.
3.7 Late Payment. Lessee hereby acknowledges that late payment by
Lessee to Lessor of rental or other sums due hereunder will cause Lessor to incur costs
not contemplated by this Lease, the exact amount of which is extremely difficult to
ascertain. Such costs include, but are not limited to, processing and accounting
charges. Accordingly, any payment of any sum to be paid by Lessee not paid within ten
10) days of its due date, shall be subject to a five percent (5%) late charge. Lessor and
Lessee agree that this late charge represents a reasonable estimate of such costs and
expenses and is fair compensation to Lessor for its loss suffered by such late payment
by Lessee. Sixty (60) days before the anniversary date each year the City shall notify
the Lessee of any outstanding delinquency, which must be cured prior to the
anniversary date or the City may exercise its right of termination under section 2.5 and
terminate the lease.
3.8 Interest. Any sum to be paid pursuant to the terms of this Lease
not paid when due shall bear interest from and after the due date until paid at a rate
equal to three percent (3%) over the reference rate being charged by Bank of America,
N.A. from time to time during such period, so long as the rate does not exceed the
maximum non-usurious rate permitted by law in which case interest shall be at the
maximum non-usurious rate allowed by law at the time the sum became due.
4.0 USE OF THE PREMISES.
4.1 Permitted Use. The Lessor hereby leases to Lessee and Lessee
leases from Lessor the Premises with appurtenances as defined herein, for the purpose
of conducting thereon only the use specified in Section 1.7 of this Lease and for no
other use. No signs posters or similar devices shall be erected, displayed or
maintained by the Lessee in view of the general public without advance written notice of
the Airport Executive Director.
4.2 Prohibited Use. The operations of the Lessee shall be conducted
in an orderly and proper manner and so as not to annoy, disturb, or be offensive to
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others at the Airport. No solicitation of the public is allowed. Tenant shall provide
uniforms and its employees shall wear badges or other means of identification.
4.3 Compliance with Laws. Lessee shall, at his own cost and expense,
comply with all of the requirements of all municipal, state and federal authorities now in
force or which may hereafter be in force pertaining to the use of the Premises, and shall
faithfully observe in said use all municipal ordinances, including, but not limited to, the
General Plan and zoning ordinances, state and federal statutes, or other governmental
regulations now in force or which shall hereinafter be in force. Lessee's violation of law
shall constitute an incurable default under this Lease. The judgment of any court of
competent jurisdiction, or the admission of Lessee in any action or proceeding against
Lessee, whether Lessor is a party thereto or not, that Lessee has violated any such
order or statute in said use, shall be conclusive of that fact as between the Lessor and
Lessee.
Lessee shall not engage in any activity on or about the Premises that violates any
Environmental Law, and shall promptly, at Lessees sole cost and expense, take all
investigatory and/or remedial action required or ordered by any governmental agency or
Environmental Law for clean-up and removal of any contamination involving any
Hazardous Material created or caused directly or indirectly by Lessee. The term
Environmental Law" shall mean any federal, state or local law, statute, ordinance or
regulation pertaining to health, industrial hygiene or the environmental conditions on,
under or about the Demised Premises, including, without limitation, (i) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
CERCLA"), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and
Recovery Act of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.; (iii) California Health
and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic
Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.;
v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety
Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections
1317 et seq.; (viii) California Water Code Section 1300 et seq.; and (ix) California Civil
Code Section 3479 et seq., as such laws are amended and the regulations and
administrative codes applicable thereto. The term "Hazardous Material" includes,
without limitation, any material or substance which is (i) defined or listed as a
hazardous waste", "extremely hazardous waste", "restrictive hazardous waste" or
hazardous substance" or considered a waste, condition of pollution or nuisance under
the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii)
asbestos; and/or (iv) substances known by the State of California to cause cancer
and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms
Hazardous Materials" and "Environmental Laws" in their broadest sense. Lessee shall
provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement
Act of 1986, California Health and Safety Code Section 25249.5 et seq. Lessee shall
provide prompt written notice to Lessor of the existence of Hazardous Substances on
the premises and all notices of violation of the Environmental Laws received by Lessee.
4.4 Operations for the benefit of Public. Lessee agrees to operate the
Demised Premises for the use and benefit of the Public, to make available all Lessee
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facilities to the public, without discrimination on the grounds of sex, race, color, or
national origin. Nothing herein contained shall be construed to grant or authorize the
granting of an exclusive right within the meaning of Section 308 of the Federal Aviation
Act of 1958, as amended.
4.5 Public Facilities, Ingress. Egress and Quiet Enioyment. City agrees
that Lessee, upon payment of the rental hereunder and performing the covenants of the
Lease, may quietly have, hold and enjoy the Demised Premises during the term of the
Lease, and that Tenant shall have the non-exclusive right to use, in common with
others, the public at the Airport and Tenant shall have a reasonable right of ingress and
egress from the Demised Premises and the public facilities for its employees, visitors
and customers.
4.6 Hours of Business. Subject to the provisions of Section 7.0 hereof,
Lessee shall continuously during the entire term hereof conduct and carry on Lessee's
business in the Premises and shall keep the Premises open for business and cause
Lessee's business to be conducted therein during the Lessee's usual business hours of
each and every business day.
4.7 Rules and Regulations. Lessee shall faithfully observe and comply
with the rules and regulations that Lessor shall from time to time promulgate and/or
modify. The rules and regulations, if any, are attached hereto as Exhibit "B" ("Rules and
Regulations") and Exhibit "C" (Lease Provisions of the Federal Aviation Administration
and Transportation Security Administration). Any amendment or modification of the
Rules and Regulations shall be binding upon the Lessee upon delivery of a copy of
such amendment or modification to Lessee. Lessor shall not be responsible to Lessee
for the nonperformance of any said rules and regulations by any other Lessees or
occupants. The Rules and Regulations shall apply and be enforced as to all Lessees in
the Premises on a uniform basis.
5.0 ALTERATIONS AND REPAIRS.
5.1 Alterations and Fixtures. Lessee shall not make, or suffer to be
made, any alterations to the Premises, or any part thereof, without the prior written
consent of Lessor. Any alterations to the Premises, except movable furniture and trade
fixtures, shall become at once a part of the realty and shall at the expiration or earlier
termination of this Lease belong to Lessor. Lessee shall not in any event make any
changes to the exterior of the Premises. Any such alterations shall be in conformance
with the requirements of all municipal, state, federal, and other governmental
authorities, including requirements pertaining to the health, welfare or safety of
employees or the public and in conformance with reasonable rules and regulations of
Lessor. Any damage occasioned by such removal shall be repaired at Lessee's
expense so that the Premises can be surrendered in a good, clean and sanitary
condition as required by Section 5.2 hereof. Any and all fixtures and appurtenances
installed by Lessee shall conform with the requirements of all municipal, state, federal,
and governmental authorities, including requirements pertaining to the health, welfare,
or safety of employees or the public. Upon completion of construction of the alterations,
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Lessee shall submit to Lessor evidence satisfactory to Lessor of the cost of said
alterations ("Improvement Costs").
5.2 Maintenance and Repair. Lessee shall, subject to Lessor's
obligations hereinafter provided, at all times during the term hereof, and at Lessee's
expense, keep, maintain and repair the Premises, and other improvements within the
Premises in good and sanitary order, condition, and repair (except as hereinafter
provided). Lessor should be notified immediately of any necessary maintenance and
repair of any store front, doors, window casements, walls, glazing, heating and air
conditioning system, plumbing, pipes, electrical wiring and conduits. Lessee hereby
waives all right to make repairs at the expense of Lessor, and Lessee hereby waives all
rights provided for by the Civil Code of the State of California to make said repairs. By
entering into the Premises, Lessee shall be deemed to have accepted the Premises as
being in good and sanitary order, condition and repair. Lessee agrees on the last day of
said term, or sooner termination of this Lease, to surrender the Premises with
appurtenances, in the same condition as when received and in a good, clean and
sanitary condition, reasonable use and wear thereof and damage by fire, act of God or
by the elements excepted. Lessee shall periodically sweep and clean the sidewalks
adjacent to the Premises, as needed. Upon Lessee's possession of the Premises,
Lessee shall be deemed to have accepted the Premises as being in good condition and
repair.
Lessee agrees that it will not, nor will it authorize any person to, go onto
the roof of the building of which the Premises are a part without the prior written consent
of Lessor. Said consent will be given only upon Lessor's satisfaction that any repairs
necessitated as a result of Lessee's action will be made by Lessee at Lessee's expense
and will be made in such a manner so as not to invalidate any guarantee relating to said
roof.
5.3 Free from Liens. Lessee shall keep the Premises free from any
liens arising out of any work performed, material furnished, or obligation incurred by
Lessee or alleged to have been incurred by Lessee.
6.0 INSURANCE AND INDEMNIFICATION.
6.1 Insurance. Prior to its ability to access the Demised Premises,
Lessee will provide City with proof of insurance, at Tenant's sole cost and expense, to
remain in full force and effect during the entire term of this lease. The following policies
of insurance shall be maintained:
6.2 Insurance Provided by Lessee. Comprehensive or Commercial
Form General Liability Insurance shall include the following minimal limits:
a. General Liability including operations, products and completed
operations $1,000,000 each occurrence for bodily injury, personal injury
and property damage/$2,000,000 aggregate
b. Automobile $1,000,000 each accident; $1,000,000 uninsured
motorist.
C. Workers Compensation, $1,000,000 each accident/$1,000,000
each employee for disease.
d. Excess Liability/Umbrella Form, $2,000,000.
6.3 An Additional Insured Endorsement is required for the General Liability
Insurance policy naming the City, its officers, employees, and agents as additional
insured on the policy.
6.4 The policies shall provide for a 30 (thirty) day notice to the City prior to
termination, cancellation, or change.
6.5 The general liability and excess liability/umbrella policies must be
endorsed to provide that each policy shall apply on a primary and noncontributing basis
in relation to any insurance or self-insurance, primary or excess, maintained by or
available to the City or its officials, employees, and agents.
6.6 The Workers Compensation policy shall contain the insurer's waiver of
subrogation (or waiver of right of recovery) in favor of City, its elected officials, officers,
employees, and agents.
6.7 If, in the City's opinion, the minimum limits of the insurance herein
required have become inadequate during the period of this Agreement, the
Concessionaire shall increase such minimum limits by reasonable amounts on request
of the City provided that said coverage is available at standard commercial rates.
7.0 ABANDONMENT AND SURRENDER.
7.1 Abandonment. Lessee shall not vacate or abandon the Premises at
any time during the term of this Lease. If Lessee shall abandon, vacate or surrender
the Premises or be dispossessed by process of law, or otherwise, any personal property
belonging to Lessee and left on the Premises shall be deemed to be abandoned, at the
option of Lessor, except such property as may be mortgaged to Lessor.
7.2 Surrender of Lease. The voluntary or other surrender of this Lease
by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the
option of Lessor, terminate all or any existing subleases or sub-tenancies, or may, at the
option of Lessor, operate as an assignment to it of any or all of such subleases or sub-
tenancies.
8.0 DAMAGE AND DESTRUCTION OF PREMISES.
In the event of (a) partial or total destruction of the Premises during the term of this
Lease which requires repairs to the Premises, or (b) the Premises being declared
unsafe or unfit for occupancy by any authorized public authority for any reason other
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than Lessee's act, use or occupation, which declaration requires repairs to the
Premises, Lessor shall forthwith make said repairs provided Lessee gives to Lessor
thirty (30) days written notice of the necessity therefor. No such partial destruction
including any destruction necessary in order to make repairs required by any
declaration made by any public authority) shall in any way annul or void this Lease
except that Lessee shall be entitled to a proportionate reduction of Monthly Rental while
such repairs are being made, such proportionate reduction to be based upon the extent
to which the making of such repairs shall interfere with the business carried on by
Lessee in the Premises. However, if during the last two (2) years of the term of this
Lease the Premises are damaged as a result of fire or any other insured casualty to an
extent in excess of twenty five percent (25%) of the then replacement cost (excluding
foundations), Lessor may within thirty (30) days following the date such damage occurs,
terminate this Lease by written notice to Lessee. If Lessor, however, elects to make said
repairs, and provided Lessor uses due diligence in making said repairs, this Lease shall
continue in full force and effect, and the Monthly Rental shall be proportionately reduced
while such repairs are being made as hereinabove provided. Nothing in the foregoing to
the contrary withstanding, if the Premises or said building is damaged or destroyed at
any time during the term hereof to an extent of more than twenty-five percent (25%) of
the then replacement cost (excluding foundations) as a result of a casualty not insured
against, Lessor may within thirty (30) days following the date of such destruction
terminate this Lease upon written notice to Lessee. If Lessor does not elect to terminate
because of said uninsured casualty, Lessor shall promptly rebuild and repair the
Premises and/or the building and the Monthly Rental shall be proportionately reduced
while such repairs are being made as hereinabove provided. If Lessor elects to
terminate this Lease, all rentals shall be prorated between Lessor and Lessee as of the
date of such destruction. In respect to any partial or total destruction (including any
destruction necessary in order to make repairs required by any such declaration of any
authorized public authority) which Lessor is obligated to repair or may elect to repair
under the terms of this Section, Lessee waives any statutory right it may have to cancel
this Lease as a result of such destruction.
9.0 SUBLETTING. For the purposes of this lease, subletting shall not be allowed.
10.0 DEFAULT.
10.1 Default by Lessee. The occurrence of anyone (1) or more of
the following events shall constitute a default and breach of this Lease by Lessee: (a)
the failure to pay any rental or other payment required hereunder to or on behalf of
Lessor more than three (3) days after written notice from Lessor to Lessee that Lessee
has failed to pay rent when due; (b) the failure to perform any of Lessee's agreements
or obligations hereunder (exclusive of a default in the payment of money) where such
default shall continue for a period of thirty (30) days after written notice thereof from
Lessor to Lessee which notice shall be deemed to be the statutory notice so long as
such notice complies with statutory requirements; (c) the vacation or abandonment of
the Premises by Lessee; (d) the making by Lessee of a general assignment for the
benefit of creditors; (e) the filing by Lessee of a voluntary petition in bankruptcy or the
adjudication of Lessee bankruptcy; (f) the appointment of a receiver to take possession
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of all or substantially all the assets of Lessee located at the Premises or of Lessee's
leasehold interest in the Premises; (g) the filing by any creditor of Lessee of an
involuntary petition in bankruptcy which is not dismissed within sixty (60) days after
filing; or (h) the attachment, execution or other judicial seizure of all or substantially all
of the assets of Lessee or Lessee's leasehold where such an attachment, execution or
seizure is not discharged within sixty (60) days. Any repetitive failure by Lessee to
perform its agreements and obligations hereunder, though intermittently cured, shall be
deemed an incurable default. Two (2) breaches of the same covenant within a sixty (60)
day period, a notice having been given pursuant to (a) or (b) above for the first breach,
or three (3) of the same or different breaches at any time during the term of this Lease
for which notices pursuant to (a) or (b) above were given for the first two (2) breaches
shall conclusively be deemed to be an incurable repetitive failure by Lessee to perform
its obligations hereunder.
In the event of any such default or breach by Lessee, Lessor may at any
time thereafter, without further notice or demand, rectify or cure such default, and any
sums expended by Lessor for such purposes shall be paid by Lessee to Lessor upon
demand and as additional rental hereunder. In the event of any such default or breach
by Lessee, Lessor shall have the right (i) to continue the lease in full force and effect
and enforce all of its rights and remedies under this Lease, including the right to recover
the rental as it becomes due under this Lease, or (ii) Lessor shall have the right at any
time thereafter to elect to terminate the Lease and Lessee's right to possession
thereunder.
10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a
waiver of any default or a waiver of any of Lessor's remedies.
10.3 Lessor's Default. 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 and to the holder of any
first mortgage or deed of trust covering the Premises whose name and address shall
have theretofore been furnished to Lessee in writing, 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 deemed in default if Lessor commences performance within a thirty
30) day period and thereafter diligently prosecutes the same to completion. In no event
shall Lessee have the right to terminate this Lease as a result of Lessor's default and
Lessee's remedies shall be limited to damages and/or an injunction.
11.0 CONDEMNATION.
In the event a condemnation or a transfer in lieu thereof results in a taking of any portion
of the Premises, Lessor may, or in the event a condemnation or a transfer in lieu thereof
results in a taking of twenty-five percent (25%) or more of the Premises, Lessee may,
upon written notice given within thirty (30) days after such taking or transfer in lieu
thereof, terminate this Lease. Lessee shall not be entitled to share in any portion of the
award and Lessee hereby expressly waives any right or claim to any part thereof.
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Lessee shall, however, have the right to claim and recover, only from the condemning
authority (but not from Lessor), any amounts necessary to reimburse Lessee for the
cost of removing stock and fixtures. If this Lease is not terminated as above provided,
Lessor shall use a portion of the condemnation award to restore the Premises.
12.0 MISCELLANEOUS.
12.1 Reservation of Right to Modify Property. Lessor hereby reserves
the right (but not the obligation) to renovate, modernize, rehabilitate, expand, reduce,
reconfigure, enclose and/or otherwise alter all or any portion of the Premises
collectively "Modifications"), in such manner and at such time or times, throughout the
term of this Lease, as Lessor may, in its sole and absolute discretion, deem to be in the
best interests of the Property. Such Modifications may include, without limitation, the
right to construct new buildings on the Property for additional uses, to remove, renovate,
repair, add to, modernize or otherwise alter the building in which the Premises are
situated as well as other buildings, facilities, structures, malls, walkways, landscaping,
parking and common areas or other areas within the Property. In connection with any
and all such Modifications, Lessor may enter the Premises to the extent reasonably
required by Lessor to pursue and complete such Modifications. In addition, Lessor may
temporarily close portions of the parking and common areas and cause temporary
obstructions in connection with any Modifications. Lessee agrees that under no
circumstances shall the Modifications as to any portion of the Property or the
construction activity that takes place in the course of making the Modifications, or any
aspect thereof, including Lessor's entry into the Premises, constitute an eviction or
partial eviction of Lessee or a breach of Lessee's right to quiet enjoyment or of any
other provision of this Lease, nor entitle Lessee to damages, injunctive relief or other
equitable relief, nor entitle Lessee to any abatement or reduction in the Monthly Rental,
additional rental or other charges or sums due under this Lease; provided Lessor uses
reasonable efforts to mitigate any adverse effects on Lessee caused by the
Modifications.
12.2 Entry and Inspection. Lessee shall permit Lessor and his agents to
enter into and upon the Premises at all reasonable times for the purpose of inspecting
the same or for the purpose of maintaining the Premises as required by the terms of this
Lease or for the purpose of posting notices of non-liability for alterations, additions or
repairs.
12.3 Estoppel Certificate. If, as a result of a proposed sale, assignment,
or hypothecation of the Premises or the land thereunder by Lessor, or at any other time,
an estoppel certificate shall be requested of Lessee, Lessee agrees, within ten (10)
days thereafter, to deliver such estoppel certificate in the form attached hereto as
Exhibit "C" addressed to any existing or proposed mortgagee or proposed purchaser,
and to the Lessor. Lessee shall be liable for any loss or liability resulting from any
incorrect information certified, and such mortgagee and purchaser shall have the right to
rely on such estoppel certificate and financial statement.
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12.4 Jurisdiction and Venue. The parties hereto agree that the State of
California is the proper jurisdiction for litigation of any matters relating to this Lease, and
service mailed to the address of Lessees set forth herein shall be adequate service for
such litigation. The parties further agree that Riverside County, California is the proper
place for venue as to any such litigation and Lessee agrees to submit to the personal
jurisdiction of such court in the event of such litigation.
12.5 Partial Invalidity. If any term, covenant, condition or provision of this
Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable,
the remainder of the provisions hereof shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereof.
12.6 Successors in Interest. The covenants herein contained shall,
subject to the provisions as to assignment, apply to and bind the heirs, successors,
executors, administrators and assigns of all the parties hereto; and all of the parties
hereto shall be jointly and severally liable hereunder.
12.7 No Oral Agreements. This (i) Lease covers in full each and every
agreement of every kind or nature whatsoever between the parties hereto concerning
this Lease, (ii) supersedes any and all previous obligations, agreements and
understandings, if any, between the parties, oral or written, and (iii) merges all
preliminary negotiations and agreements of whatsoever kind or nature herein. Lessee
acknowledges that no representations or warranties of any kind or nature not
specifically set forth herein have been made by Lessor or its agents or representatives.
12.8 Authority. In the event that Lessee is a corporation or a partnership,
each individual executing this Lease on behalf of said corporation or said partnership,
as the case may be, represents and warrants that he or she is duly authorized to
execute and deliver this Lease on behalf of said corporation or partnership, in
accordance with a duly adopted resolution of the Board of Directors, if a corporation, or
in accordance with the Partnership Agreement, if a partnership, and that this Lease is
binding upon said corporation or partnership in accordance with its terms. Lessee
represents and warrants to Lessor that the entering into this Lease does not violate any
provisions of any other agreement to which Lessee is bound.
12.9 Relationship of Parties. The relationship of the parties hereto is that
of Lessor and Lessee, and it is expressly understood and agreed that Lessor does not
in any way or for any purpose become a partner of Lessee in the conduct of Lessee's
business or otherwise, or a joint venture with Lessee, and that the provisions of this
Lease and the agreements relating to rent payable hereunder are included solely for the
purpose of providing a method whereby rental payments are to be measured and
ascertained.
12
12.10 Covenant Against Discrimination.
Covenant Against Discrimination . In connection with its performance under this
Agreement, Contractor shall not discriminate against any employee or applicant for
employment because of actual or perceived race, religion, color, sex, age, marital
status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or
linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender
expression, physical or mental disability, or medical condition (each a "prohibited
basis"). Contractor shall ensure that applicants are employed, and that employees are
treated during their employment, without regard to any prohibited basis. As a condition
precedent to City's lawful capacity to enter this Agreement, Contractor shall certify that
its actions and omissions hereunder shall not incorporate any discrimination arising
from or related to any prohibited basis in any Contractor activity, including but not
limited to the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship; and further, that
Contractor is in full compliance with the provisions of Palm Springs Municipal Code
Section 7.09.040, including without limitation the provision of benefits, relating to non-
discrimination in city contracting.
12.11 Notices. Wherever in this Lease it shall be required or permitted that
notice and demand be given or served by either party to this Lease to or on the other,
such notice or demand shall be given or served in writing and shall not be deemed to
have been duly given or served unless in writing, and personally served or forwarded by
certified mail, postage prepaid, addressed, if to Lessor, as specified in Section 1.9.
Either party may change the address set forth herein by written notice by certified mail
to the other. Any notice or demand given by certified mail shall be effective one (1) day
subsequent to mailing.
To City: Palm Springs International Airport
3400 E. Tahquitz Canyon Way, Suite 1
Palm Springs, CA 92262
To Tenant: World Wide Flight Services
Bldg. 151, E. Hangar Road, Suite 261
Jamaica, NY 11430
Attn: Kelly, SVP Administration
Email: Ikelly@wfs.aero
12.12 Waiver. No delay or omission in the exercise of any right or remedy
by a non-defaulting party shall impair such right or remedy or be construed as a waiver.
A party's consent to or approval of any act by the other party requiring the party's
consent or approval shall not be deemed to waive or render unnecessary the other
party's consent to or approval of any subsequent act. Any waiver by either party of any
default must be in writing and shall not be a waiver of any other default concerning the
same or any other provision of this Lease.
13
12.13 Exhibits and Addenda. The Exhibits and Addenda attached to this
Lease are made a part hereof as if fully set forth herein. In the event of a conflict
between the terms and provisions of Addenda and the terms and provisions of this
Lease, the terms and provisions of the Addenda shall prevail.
SIGNATURE PAGE TO FOLLOW
14
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CITY"
City of Palm Springs
Date: By.
David H. Ready, PhD
City Manager
APPROVED BY CITY MTIAGER
q.\ 2v v 1 r
APPROVE TO FORM: ATTEST W\tl"1
By: By.
Edward Z. Kotkin C
City Attorney 4yterinrCity Clerk
APPROVED BY CITY COUNCIL:
Date: Agreement No.
Corporations require two notarized signatures. One signature must be from Chairman of Board,President,or any Vice President. The
second signature must be firm the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer.
COMPANY NAME:
Worldwide Flight Services, Inc. Check one_Individual_Partnership Corporation
Bldg. 151, E. Hangar Rd., Suite 361
Address
Jamaica, NY 11430
By P By
Signature(Notarized) '
I'Obr Signature(Notariz
I
ROBERT LIMONE
NOTARY PUBLIC,State of Newyork
No.01 L16029921
Qualified in Suff. o ty
Commission Expires
DLiIANENOWDER Li
Noiaiy Public.State of Texas
PAy Commission Expires 15
May 02, 2019
t 17
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT Clud CODE§11ag
A nWM public or otter dim ocroWr!g this owdlicate verifies a*the i&n tgv of the ildwidual%to signed the
document to which this comficste®auadm4 end not the wihfulnees.aoaaacy a validity of that dcom ent
Slate of California
County of
On before me.
Hate Hera Insert blame and Title of the OArcer
paraormiN appeared
Akmo(&)of Signer fs1
who proved to me on the bmia of satisfactory evidence to be the peraan(a) whose name(s) iatre
subscribed to the within inatnune nt and aclanoWedged to me that heAMAhW executed the same in
haRterAhei suthcrtmd capecly(m).and that by histhwItheir signelure(s)on the instrument the pamorK4.
orthe entity upon behalf of which the permmW acted.executed the inabvnent
I certify under PEMALLTY OF PERJURY under the laws
of the Stale of Cafifarnis that the foregoing pe egraph
is true and correot
WRPESS my hand and offeial seaL
Sigrmhrre
Signsture of Atbiiary Public
Piece J kWWy Seat Above
OP7XNVAL
Though ffm section m ophansf.ocmpfeting}hs hrfavnmbon can deter allmhon of the document or
frsundrrlent reattschmerd of Boa tam to an rmindanded doccxnent
Deactiption a<Attached Doctannent
Title or Type of Document Document Data:.
Number W P Signer(a) Other Than Named Above:
CapacitxGeo Clained by Signei(s)
Signers Name. Signera Name:
Corpora Moor—Title(a): CompwdB Oifioer—Title(*
Partner— Linited General Partner— united General
Individual Attorney in Fact individual Atiornsy it Fad
Truatae Guardian or Conservator Trustee Guardan or Ownservetor
Other. Other-
Signer Is Repreaerding: Signer Is Repreeerding:
Cn14Nab=WNotaryAaamiubm-www.Na6matlatmyo%,14ao-tieNDTAfffV-800-87&M7) ImnnA5907
16
639913.1
Exhibit A
PSP Ticket Wing
Viz•`.-----------y
1JILL]
rL
L
E=
i saw
F.
World Wide Office 220 S.F.
220 s.f.x$43.13 annual rent=$790.72 monthly
17
639913.1
CERTIFICATE OF INSURANCE
MARSH
Marsh Ltd
1 Tower Place West,Tower Place,
London EC3R 58LI
Regislensd Office)
Registered in England and Wales No 1507274
44(0)20 7357 1000 Fax+44(0)20 7929 2705
www.marsh com
24th January, 2018
Reference No.C171WWFS1011691A
Cancelling&Replacing Certificate of Insurance
Reference No.C1711NWFS101169 dated 1st May,2017
City of Palm Springs
Palm Springs International Airport
3400 E.Tahquitz Canyon Way
Suite OFC
Palm Springs,CA 92262
THIS IS TO CERTIFY that as insurance brokers we have placed insurance in the name of
WFS GLOBAL SAS and any parent, subsidiary, affiliated, associated, or allied company,
corporation, firm, organization, and the Insured's interest in partnerships and joint ventures, and
any owned(wholly or partially)or controlled company(ies)where the Insured maintains an interest,
as now or hereafter constituted or acquired and any other party or interest that is required by
contract or agreement, Including inter-alia Worldwide Flight Services, Inc., WFS Global Holdings
SAS,WFS Inc.,WFS Express Inc., Consolidated Aviation Services("CAS"), Cargo Airport
Services USA, LLC., Integrated Airlines Services and Oxford Electronics, Inc. doing business as
Oxford Airport Technical Services(hereinafter called the"Insured") in the London and International
Aviation Insurance Markets including lead insurers Global Aerospace Underwriting Managers
GAUM)and Allianz Global Corporate& Specialty(AGCS SE), against the following risks and up
to the limits stated:-.
THE INSUREDS LEGAL LIABILITY TO THIRD PARTIES—Premises, Hangarkeepers,
Products, Cargo, Completed Operations Risks, Grounding,Aircraft Liability, Non-Owned
Aircraft Liability Liquor Liability, Personal Injury and Liability War Risks in accordance with
the Extended Coverage Endorsement(Aviation Liabilities)AVN 52E, all as may arise from
their Aviation Operations.
SUM INSURED:
A combined single limit(Bodily Injury 1 Property Damage)of not less than USD 2,000,000
any one occurrence but In the annual aggregate in respect of Products and Completed
Operations, Including within such aggregate limit Grounding Liability which sub-limited to not
less than USD 2,000,000 any one Grounding and in the annual aggregate.
The coverage provided in respect of motor vehicles shall be a)for the combined single limit
stated above whilst vehicles are airside in an area where the statutory Road Traffic Act or
local equivalent does not apply or b)the difference between the combined single limit stated
above and the amount required by the statutory Road Traffic Act or local equivalent whilst
vehicles are airside in an area where the statutory Road Traffic Act or local equivalent does
apply.
Mnp,wb WftftWm "AM M pro Fuuncw coOdW AUOM"W inu WMN"nHV, o"y MARSH&McLENNAN
COMPANIES
Reference No.C17/WWFSl011691A
0" MARSH
7. Except in respect of any provision for Cancellation or Automatic Termination specified in the
Policy or any endorsement thereof,cover evidenced by this Certificate may only be
cancelled or materially altered in a manner adverse to the Additional Insured by the giving
of not less than Thirty (30)days(but seven(7)days or such lesser period as may be
customarily available in respect of War and Allied Perils)notice in writing to the Appointed
Broker. Notice shall be deemed to commence from the date such notice is given by the
Insurers. Such notice will NOT, however, be given at normal expiry date of the Policy or any
endorsement,
It is further certified that Insurers have applied the Date Recognition Exclusion Clause—
AVN 2000A and have agreed to provide limited"writeback"of coverage in respect thereof in
accordance with the Date Recognition Limited Coverage Clauses AVN 2001 A(amended)and
AVN 2002A, as applicable.
Subject to the terms, conditions, limitations,exclusions and cancellation provisions of contract
number(s), as held on file by Marsh Ltd, effective for the period 1 st May, 2017 to 30th April, 2018,
both days inclusive, standard time,Paris, France.
Please note that the coverage evidenced herein and the payment of any claims under such
coverage shall not contravene any applicable embargo or sanction, breach of which would render
such coverage or payment unlawful.
This certificate shall be governed by and shall be construed in accordance with English Law.
Authorised Signatory
SEVERAL LIABILITY NOTICE-The subscribing insurers'obligations under policies to which they subscribe are several
and not joint and are limited sotely to the extent of their individual subscriptions. The subscribing Insurers are not
responsible for the subscription of any co-subscribing insurer who for any reason does not satisfy all or part of its
obligations.
Cindy Berardi
From: Cindy Berardi
Sent: Monday, January 22, 2018 8:38 PM
To: Suzanne Seymour
Subject: Worldwide Flight Services A6649
The liability insurance they provided is only$1M and the contract requires$2M aggregate. In reviewing the file, I
noticed they provided at least that amount of coverage previously, but for some reason it's reduced on this most recent
Marsh C01.
Cynthia A. Berardi, CIVIC
Chief Deputy City Clerk
City of Palm Springs
P. O. Box 2743
Palm Springs, CA 92263
760) 323-8204
i
ERTIFICATE OF INSURANCEP
1!! MARSH 1 Towarsh Ltd
1 Tower Place West,Tower Place,
London EC3R 5BU
Registered Office)
Registered in England and Wales No.1507274
44(0)20 7357 1000 Fax+44(0)20 7929 2705
www.marsh.com
1st May, 2017
Reference No. C171WWFS/01175
Airport Administration Manager
Palm Springs International Airport
3400 E Tahquitz Canyon Way
Palm Springs CA 92262
THIS IS TO CERTIFY that as insurance brokers we have placed insurance in the name of
WFS GLOBAL SAS and any parent, subsidiary, affiliated, associated, or allied company,
corporation, firm, organization, and the Insured's interest in partnerships and joint ventures, and
any owned (wholly or partially) or controlled company(ies)where the Insured maintains an interest,
as now or hereafter constituted or acquired and any other party or interest that is required by
contract or agreement, including inter-alia Worldwide Flight Services, Inc., WFS Global Holdings
SAS, WFS Inc., WFS Express Inc., Consolidated Aviation Services ("CAS"), Cargo Airport
Services USA, LLC., Integrated Airlines Services and Oxford Electronics, Inc. doing business as
Oxford Airport Technical Services (hereinafter called the "Insured") in the London and International
Aviation Insurance Markets including lead insurers Global Aerospace Underwriting Managers
GAUM)and Allianz Global Corporate &Specialty(AGCS SE), against the following risks and up
to the limits stated:-.
THE INSUREDS LEGAL LIABILITY TO THIRD PARTIES—Premises, Hangarkeepers,
Products, Cargo, Completed Operations Risks, Grounding, Aircraft Liability, Non-Owned
Aircraft Liability, Liquor Liability, Personal Injury and Liability War Risks in accordance with
the Extended Coverage Endorsement(Aviation Liabilities)AVN 52E, all as may arise from
their Aviation Operations.
SUM INSURED:
A combined single limit(Bodily Injury/ Property Damage)of not less than USD 1,000,000
any one occurrence but in the annual aggregate in respect of Products and Completed
Operations, including within such aggregate limit Grounding Liability which sub-limited to not
less than USD 1,000,000 any one Grounding and in the annual aggregate.
The coverage provided in respect of motor vehicles shall be a)for the combined single limit
stated above whilst vehicles are airside in an area where the statutory Road Traffic Act or
local equivalent does not apply or b)the difference between the combined single limit stated
above and the amount required by the statutory Road Traffic Act or local equivalent whilst
vehicles are airside in an area where the statutory Road Traffic Act or local equivalent does
apply.
Coverage in respect of the Personal Injury Extension is sub-limited to not less than J
USD 1,000,000 in the annual aggregate (this sub-limit is not applicable to Passenger
Liability).
nsanm LW is autnadsed and regulated by the Rnandel conduct Auftd"Insumno,madletbn activities a*. MARSH&MCLEN NA N
COMPANIES
Reference No. C171WWFS101175 •
00 MARSH
Coverage in respect of Liquor Liability is sub-limited to not less than USD 1,000,000 any one
occurrence and in the annual aggregate(applicable to Premises and Aircraft/Non Owned
Aircraft Liability).
The above mentioned coverage is subject to the War Hi-jacking and other Perils Exclusion
clause (Aviation)AVN 48B, but coverage in respect of War and Allied Risks is provided in
accordance with the Extended Coverage Endorsement(AVN 52E) and is subject to a
combined single sub-limit(Bodily Injury/Property Damage)of not less than USD 1,000,000
or currency equivalent(or the applicable policy limit whichever the lesser)any one
occurrence and in the annual aggregate, however this sub-limit shall not apply to Cargo
whilst on board an aircraft or to Passengers, Passenger Baggage and Personal Effects).
Legal Costs and Expenses payable in addition to liability limits.
NOTE:THE ABOVE AGGREGATE LIMIT(S) MAY BE REDUCED OR EXHAUSTED BY
CLAIMS MADE IN RESPECT OF ANY INTEREST INSURED UNDER THE POLICY.
GEOGRAPHICAL LIMITS:
Worldwide
It is further certified that pursuant to Commercial Activity Permits between the Insured and Palm
Springs International Airport,the following insurance provisions shall apply:-
1. To include Palm Springs International Airport and the City of Palm Springs it officials,
employees and agents as additional insureds for their respective rights and interests (the
Additional I nsured(s)")
2. The Insurance shall operate in all respects as if a separate policy had been issued covering
each party insured hereunder. Notwithstanding the foregoing the total liability of Insurers in
respect of any and all Insured shall not exceed the limits of liability stated in the Policy.
3. The Insurance provided hereunder shall be primary and without right of contribution from any
other insurance which may be available to the Additional Insured,
4. The cover afforded to each Additional Insured by the Policy as evidenced by this Certificate
shall not be invalidated by any act or omission (including misrepresentation and non-
disclosure)of any other person or party which results in a breach of any term, condition or
warranty of the Policy PROVIDED THAT the Additional Insured so protected has not
caused, contributed to or knowingly condoned the said act or omission.
5. The Additional Insured shall have no responsibility for premium and Insurers shall waive
any right of set-off or counterclaim against the Additional Insured.
Reference No. C17/WWFS/01175
MARSH
6. Except in respect of any provision for Cancellation or Automatic Termination specified in the
Policy or any endorsement thereof, cover evidenced by this Certificate may only be
cancelled or materially altered in a manner adverse to the Additional Insured by the giving
of not less than Thirty(30)days (but seven (7)days or such lesser period as may be
customarily available in respect of War and Allied Perils) notice in writing to the Appointed
Broker. Notice shall be deemed to commence from the date such notice is given by the
Insurers. Such notice will NOT, however, be given at normal expiry date of the Policy or any
endorsement.
It is further certified that Insurers have applied the Date Recognition Exclusion Clause—
AVN 2000A and have agreed to provide limited "writeback"of coverage in respect thereof in
accordance with the Date Recognition Limited Coverage Clauses AVN 2001 A(amended)and
AVN 2002A, as applicable.
Subject to the terms, conditions, limitations, exclusions and cancellation provisions of contract
number(s), as held on file by Marsh Ltd, effective for the period 1 st May, 2017 to 30th April, 2018,
both days inclusive, standard time, Paris, France.
Please note that the coverage evidenced herein and the payment of any claims under such
coverage shall not contravene any applicable embargo or sanction, breach of which would render
such coverage or payment unlawful.
This certificate shall be governed by and shall be construed in accordance with English Law.
Authorised Signatory
SEVERAL LIABILITY NOTICE-The subscribing insurers"obligations under policies to which they subscribe are several
and not joint and are limited solely to the extent of their individual subscriptions. The subscribing insurers are not
responsible for the subscription of any co-subscribing insurer who for any reason does not satisfy all or part of its
obligations.
ACORN° CERTIFICATE OF LIABILITY INSURANCE DA7E(MMDDYYYYI
9/U2o18 8/29/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).
UUNIAGI
PRODUCER LOCKTON COMPANIES NAME
2100 ROSS AVENUE,SUITE 1400 A/C,No Ent): AIX No
DALLAS TX 75201 E-MAIL
214-969-6700
IN AFFORDING COVERAGE NAIC @
INSURER A: Insurance Company of the State of PA 19429
INSURED WorldwideFliIiht ervices,Inc. INSURERB: SEE ATTACHED
074102 Oxford Electronics,Inc.WFS Express,Inc.
rp
INSURER C:
Bldg 1-KEastdHangarRd,Suit
I361t
INSURERD:
Jamalca NY 11430 E:
INSURERF,
COVERAGES *** CERTIFICATE NUMBER: 12514634 REVISION NUMBER: XXX)O{`1CX
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO T19E INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE
DDL SUBR
POLICY NUMBER
POLICY EFF POLICY EXP
LIMITSLTRDMMIDDIYYYYMMIDD
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE XXXXXXX
CLAIMS-MADE OCCUR NOT APPLICABLE PREMISES Ea oNcurrence X)CXXXXX
MED EXP(Any oneperson) XXXXXXX
PERSONAL&ADV INJURY $ XXXXXXX
GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ XXXXXXX
POLICYOJECT F ILOC PRODUCTS-COMP/OP AGG $ XXXXXXX
OTHER:
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT
A Y Y CA 9/1/2017 9/12018 Eaaccldenl 10 0000
A X ANY AUTO
CA2820289 VA) 9/1/2017 9/1/2018 BODILY INJURY(Per person) $ XXXXXXXA
OWNED SCHEDULED
CA2820290(AOS) 9/1/2017 9/1/2018
AUTOS ONLY AUTOS BODILY INJURY(Per accident $ XXXXXXX
HIRED NON-OWNED PROPERTY DAMAGE $ XXXXXXXAUTOSONLYAUTOSONLYPeraccident
X)CXXXXX
UMBRELLA LIAB OCCUR EACH OCCURRENCE $ XXXXXXX
EXCESS LIAB CLAIMS-MADE
NOT APPLICABLE
AGGREGATE XXXXXXX
DEL) I I RETENTION$1 1
WORKERS COMPENSATIONBANDEMPLOYERS'LIABILITY YIN
Y SEE ATTACHED 9/1/2017 9/I/2018 X I STATUTE I MEN
ANY PROPRIETORIPARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT 1 000 000
OFFICEWMEMBER EXCLUDED?
Mandatory in NH) A/E.L.DISEASE-EA EMIfyes,
PLOYEE 1 000 000
ribe ureter
DESCRIPTION OF OPERATIONS W.. E.L.DISEASE-POLICY LIMIT 1 00 000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
CERTIFICATE HOLDER CANCELLATION See Attachments
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
12514634 AUTHORIZED REPRESENTATIVE
CITY OF PALM SPRINGS
PALM SPRINGS INT'LAIRPORT
340 E.TAHQUITZ CANYON WAY,SUITE OFC
PALM SPRINGS CA 92262
itGs f GGGyar
ACORD 25(2016103) 1988-2015 ACORD CORPORATION.All rights reserved
THn Af'nDn I---A,.nF Arnon
WORKER'S COMPENSATION POLICIES
ILLINOIS,NORTH CAROLINA,VERMONT,UTAH,KENTUCKY
Policy Number: WC 055816238
Insurer:New Hampshire Insurance Company
NAIC Number: 23481
NEW JERSEY,PENNSYLVANIA
Policy Number: WC 055816239
Insurer:New Hampshire Insurance Company
NAIC Number: 23481
ARIZONA,VIRGINIA
Policy Number: WC 055816240
Insurer:New Hampshire Insurance Company
NAIC Number:23481
CALIFORNIA
Policy Number: WC 055816241
Insurer:American Home Assurance Company
NAIC Number: 19380
FLORIDA
Policy Number: WC 055816236
Insurer: Illinois National Insurance Company
NAIC Number:23481
MASSACHUSETTS,WISCONSIN,NORTH DAKOTA,OHIO,WASHINGTON,WYOMING
Policy Number: WC 055816242
Insurer: New Hampshire Insurance Company
NAIC Number: 23481
ALL OTHER STATES
Policy Number: WC 055816237
Insurer:New Hampshire Insurance Company
NAIC Number: 23481
Standard Attachment: WORKFLOI WC
Master ID: 1074102,Certificate ID: 12514634
ENDORSEMENT
This endorsement effective 12:01 A.M. 09/01/2017 forms a part of
policy No.CA 2820290 issued to WORLDWIDE FLIGHT SERVICES,INC.
by THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA
THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED-WHERE REQUIRED UNDER CONTRACT OR AGREEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
SCHEDULE
A INSURED:
ANYNY PERSONPERSON OR ORGANIZATION FOR WHOM YOU ARE CONTRACTUALLY BOUND TO
PROVIDE ADDITIONAL INSURED STATUS, BUT ONLY TO THE EXTENT OF SUCH
PERSON'S OR ORGANIZATION'S LIABILITY ARISING OUT OF A COVERED"AUTO.
I.SECTION II-LIABILITY COVERAGE,A.Coverage,1:Who Is Insured,is amended to add:
d.Any person or organization,shown in the schedule above,to whom you become
obligated to include as an additional insured under this policy,as a result of any
contract or agreement you enter into which requires you to furnish insurance to that person
or organization of the type provided by this policy,but only with respect to liability arising
out of use of a covered"auto".However,the insurance provided will not exceed the lesser
of
1. The coverage and/or limits of this policy,or
2. The coverage and/or limits required by said contract or agreement.
87950(10/05)
Authorized Representative or
Countersignature(in State Where Applicable)
Page 1 of 1
Attachment Code: D471648
Certificate ID: 13464271
CA 00 0103 06
SECTION IV. BUSINESS AUTO CONDITIONS
Insured: Worldwide Flight Services
Carrier: The Insurance Company of the State of Pennsylvania
Coverage: Commercial Auto
Policy Term: 9/1/2017 -9/1/2018
Policy M CA 2820290(AOS)
B. General Conditions
5. Other Insurance
a. For any covered "auto" you own, this coverage form provides primary
insurance. For any covered "auto" you don't own, the insurance provided
by this coverage form is excess over any other collectible insurance.
However, while a covered "auto" which is a "trailer" is connected to
another vehicle, the Liability Coverage this coverage form provides for the
trailer" is:
1) Excess while it is connected to a motor vehicle you do not own.
2) Primary while it is connected to a covered "auto" you own.
Attachment Code:D502880
Certificate ID: 13464271
ENDORSEMENT
This endorsement, effective 12:01 A.M. 9/1/2017 forms a part of
policy No. CA 2820290 issued to WORLDWIDE FLIGHT SERVICES, INC.
by THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA
THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY.
EARLY NOTICE OF CANCELLATION PROVIDED BY US
This endorsement modifies insurance provided under the following.
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
TRUCKERS COVERAGE FORM
GARAGE COVERAGE FORM
COMMON POLICY CONDITIONS,A. -Cancellation,2. is amended to read:
2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of
cancellation at least:
a. TEN ( 10)* days before the effective date of cancellation if we cancel for nonpayment of
premium; or
b. NINETY ( 90)* days before the effective date of cancellation if we cancel for any other
reason.
The notice period provided shall not be less than that required by applicable state law(s).
Authorized Representative or
Countersignature(in States Where
Applicable)
99307(6108) Includes copyrighted material of
Insurance Services Office, Inc.,with its permission. Page 1 of 1
Attachment Code:D502086
Certificate ID: 13464271
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless
a different date is indicated below.
The following"attaching clause need be completed only when this endorsement is issued subsequent to preparation of the
policy).
This endorsement, effective 12:01 AM 09/01/2017 forms a part of Policy No.WC055816241
i//
Issued to WORLDWIDE FLIGHT SERVICES, INC.
By AMERICAN HOME ASSURANCE COMPANY
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will
not enforce our right against any person or organization with whom you have a written contract that requires
you to obtain this agreement from us, as regards any work you perform for such person or organization.
The additional premium for this endorsement shall be 2.00% of the California workers'compensation
premium for this policy.
Q
Countersigned by
Authorized Representative
WC040331
ed. 11/90)
Miscellaneous Attachment : M471642
Certificate ID : 12514634
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is
indicated below.
The following"attaching clause"need be completed only when this endorsement Is issued subsequent to preparation of the policy).
This endorsement,effective 12:01 AM 9/1/2017 forms a part of Policy No. WC 055816241
Issued to WORLDWIDE FLIGHT SERVICES, INC. (A CORP )
By AMERICAN HOME ASSURANCE COMPANY
LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL
TO ENTITIES OTHER THAN THE NAMED INSURED
WORKERS' COMPENSATION ONLY)
This policy is amended as follows:
In the event that the Insurer cancels this policy for any reason other than non-payment of premium,and
1. the cancellation effective date is prior to this policy's expiration date;
2, the Named Insured or, if applicable, any other employers named in Item 1 of the Information Page is under an
existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the
Certificate Holder(s)") and the Named Insured has provided to the Insurer, either directly or through its
broker of record,the email address of a contact at each such entity; and
3. the Insurer received this information after the Named Insured receives notice of cancellation of this policy and prior
to this policy's cancellation effective date,via an electronic spreadsheet that is acceptable to the Insurer,
the Insurer will provide advice of cancellation (the"Advice")via e-mail to each such Certificate Holders within 30 days after
the Named Insured provides such Information to the Insurer; provided, however,that if a specific number of days is not
stated above,then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the
Named Insured provides such information to the Insurer.
Proof of the Insurer emailing the Advice,using the information provided by the First Named Insured,will serve as proof
that the Insurer has fully satisfied its obligations under this endorsement.
This endorsement does not affect,in any way,coverage provided under this policy or the cancellation of this policy or
the effective date thereof,nor shall this endorsement invest any rights in any entity not insured under this policy.
The following definitions apply to this endorsement:
1. Named Insured means the insured first named employer in Item 1 of the Information Page of this policy.
2. Insurer means the insurance company shown In the header on the Information Page of this policy.
All other terms,conditions and exclusions shall remain the same.
AUTHORIZED REPRESENTATIVE
WC 99 00 56
Ed.04/11)
Attachment Code:D476601
Certificate ID: 13464271
C t
ACORO° CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/VYYY)
4/30/2018 8/29/2017
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
CONTACT
PRODUCER LOCKTON COMPANIES NAME:
2100 ROSS AVENUE,SUITE 1400 PHONE
A/C,No,Ex[): A/C No:
DALLAS TX 75201 E-MAIL
214-969-6700 ADDRESS:
INSUREi AFFORDING COVERAGE NAIC#
6 6 INSURER A: Insurance Company of the State of PA 19429
INSURED Worldwide Flight Services,Inc. INSURER B: See Attached
1317961
OxfordSExppElectronics,Inc.
Express, . INSURERC: HDI-Gerling Verzekerin en N.V.
John F.Kennedy Intemalional Airpport
Bldg 151,East Hangar Rd,Suite 361 INSURER D
Jamaica NY 11430 INSURER E:
INSURER F,
COVERAGES *** CERTIFICATE NUMBER: 13272815 REVISION NUMBER: XXXXXXX
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INTRR
TYPE OF INSURANCE INSD SWVDUER POLICY NUMBER MMIDDI EYYVY MMIDDNYYYY LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE XXXXXXX
CLAIMS-MADE OCCUR N01 APPLICABLE DAMAGE TO RENTED
PREMISES Ea occurrence XXXXXXX
MED EXP(Any oneperson) XXXXXXX
PERSONAL&ADV INJURY $ XXXXXXX
GENT AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ XXXXXXX
POLICY JE LOC PRODUCTS-COMPIOP AGG $ XXXXXXX
OTHER I
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
A N N CA 9/U2017 9/1/2018 (Ea accident) s 1 000000
A X ANY AUTO
CA 2820288(MA) 9/1/2017 9/1/2018 BODILY INJURY(Per person) $ XXXXXXXA
OWNED SCHEDULED
CA 2820289(VA) 9/1/2017 9/1/2018
AUTOS ONLY AUTOS BODILY INJURY(Per accident $ XXXXXXX
HIRED NON-OWNED PROPERTY DAMAGE $ XXXXXXXAUTOSONLYAUTOSONLYPeraccident
XXXXXXX
C ]( UMBRELLA LIAB OCCUR N N 110-01163910-14003 9/1/2016 4/30/2018 EACH OCCURRENCE s 25000000
EXCESS LIAB CLAIMS-MADE AGGREGATE s 25 000 000
ED I X I RETENTION$10,000 XXXXXXX
WORKERS COMPENSATIONBANDEMPLOYERS'LIABILITY YIN Y SEE ATTACHED 9/1/2017 9/1/2018 X I STATUTE I I ER
ANY PROPRIETORIPARTNERIEXECUTIVE E.L EACH ACCIDENT 1000000
OFFICER/MEMBER EXCLUDED? N N/A
Mandatory in NHI EL.DISEASE-EA EMPLOYEE 1 000 000
It yes,descrine under
DESCRIPTION OF OPERATIONS ti E L DISFASP-POI ILY I MIT I mo'000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
Additional certificate holder includes:Palm Springs International Airport
CERTIFICATE HOLDER CANCELLATION See Attachments
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
13272815 AUTHORIZED REPRESENTATIVE
City of Palm Springs
Attn:City Manager
3200 E.Tahquitz Canyon Way
Palm Springs CA 92262
ACORD 25(2016/03) 1988-2015 ACORD CORPORATION.All rights reserved
The ACORD name and logo are registered marks of ACORD
WORKER'S COMPENSATION POLICIES
ILLINOIS,NORTH CAROLINA, VERMONT, UTAH, KENTUCKY
Policy Number: WC 055816238
Insurer: New Hampshire Insurance Company
NAIC Number: 23481
NEW JERSEY, PENNSYLVANIA
Policy Number: WC 055816239
Insurer: New Hampshire Insurance Company
NAIC Number: 23481
ARIZONA, VIRGINIA
Policy Number: WC 055816240
Insurer: New Hampshire Insurance Company
NAIC Number: 23481
CALIFORNIA
Policy Number: WC 055816241
Insurer: American Home Assurance Company
NAIC Number: 19380
FLORIDA
Policy Number: WC 055816236
Insurer: Illinois National Insurance Company
NAIC Number: 23481
MASSACHUSETTS,WISCONSIN,NORTH DAKOTA,OHIO,WASHINGTON,WYOMING
Policy Number: WC 055816242
Insurer: New Hampshire Insurance Company
NAIC Number: 23481
ALL OTHER STATES
Policy Number: WC 055816237
Insurer: New Hampshire Insurance Company
NAIC Number: 23481
Standard Attachment : WORKFLOI WC
Master ID: 13 1796 1, Certificate ID: 13272815
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless
a different date is indicated below.
The following"attaching clause need be completed only when this endorsement is issued subsequent to preparation of the
policy).
This endorsement, effective 12:01 AM 09/01/2017 forms a part of Policy No.WC055816241
Issued to WORLDWIDE FLIGHT SERVICES, INC.
By AMERICAN HOME ASSURANCE COMPANY
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will
not enforce our right against any person or organization with whom you have a written contract that requires
you to obtain this agreement trom us, as regards any work you perform for such person or organization.
The additional premium for this endorsement shall be 2.00% of the California workers' compensation
premium for this policy.
Countersigned by
Authorized Representative
WC 04 03 31
ed. 11/90)
Miscellaneous Attachment: M471642
Certificate 1D : 13272815
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is
indicated below.
The following"attaching clause"need be completed only when this endorsement Is issued subsequent to preparation of the policy).
This endorsement,effective 12:01 AM 9/1/2017 forms a part of Policy No. WC 055816241
Issued to WORLDWIDE FLIGHT SERVICES, INC. ( A CORP )
By AMERICAN HOME ASSURANCE COMPANY
LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL
TO ENTITIES OTHER THAN THE NAMED INSURED
WORKERS' COMPENSATION ONLY)
This policy is amended as follows:
In the event that the Insurer cancels this policy for any reason other than non-payment of premium,and
1. the cancellation effective date is prior to this policy's expiration date;
2. the Named Insured or, if applicable, any other employers named in Item 1 of the Information Page is under an
existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the
Certificate Holder(s)") and the Named Insured has provided to the Insurer, either directly or through its
broker of record, the email address of a contact at each such entity; and
3. the Insurer received this information after the Named Insured receives notice of cancellation of this policy and prior
to this policy's cancellation effective date,via an electronic spreadsheet that is acceptable to the Insurer,
the Insurer will provide advice of cancellation (the"Advice")via e-mail to each such Certificate Holders within 30 days after
the Named Insured provides such information to the Insurer; provided, however, that if a specific number of days is not
stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the
Named Insured provides such information to the Insurer.
Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured, will serve as proof
that the Insurer has fully satisfied its obligations under this endorsement.
This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or
the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy.
The following definitions apply to this endorsement:
1. Named Insured means the insured first named employer in Item 1 of the Information Page of this policy.
2. Insurer means the insurance company shown in the header on the Information Page of this policy.
All other terms,conditions and exclusions shall remain the same.
AUTHORIZED REPRESENTATIVE
WC 99 00 56
Ed. 04/11)
Attachment Code : D476601
Certificate ID: 13272815
O PALM Sp
ti City of Palm Springs
V W Department of_\mason
Palm Springs International Airport
3400'I'ahyuia Canyon Wap,Suac OR:•Palm Sfvnti:,Califnmia 92262
O" 'FO J FL:(760)318.18(X)•ICAK(761))318-3815- IDI)'.(760)864-9527
CqC/FOst.
October 6, 2016
Mr. Quincy LaGrone
WFS Station Manager
3400 E. Tahquitz Canyon Way
Palm Springs, CA 92262
RE: PSP Lease Option No. 2—Agreement A6649
Approved — January 7, 2015
Dear Mr. LaGrone:
The City of Palm Springs would like to extend to you, a 60 day notice to exercise
lease extension Option 2, per Section 1 .3 of the non-exclusive Lease Agreement
for operating the Worldwide Flight Services office at Palm Springs International
Airport. This option will be effective from January 1 , 2017 through December 31,
2017. The same conditions of the current lease will remain in effect.
We thank you for the various service you and your company offer the airlines at
Palm Springs International Airport.
Best Regards,
David H. Ready
City Manager
Cc ,Thomas Nolan, Director of Aviation
James Thompson, City Clerk
Douglas C. Holland, City Attor e)V
Post Office Box 2743 • Palm Springs, California 92263-2743
WORLDWIDE FLIGHT SERVICES
NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT
FOR TERMINAL USE SPACE AT
PALM SPRINGS INTERNATIONAL AIRPORT
THIS LEASE (`,Lease") is made and entered into this 7th day of January, 2015, by
and between the CITY OF PALM SPRINGS, a municipal corporation ("Lessor'), and
WORLDWIDE FLIGHT SERVICES, a Delaware Corporation ("Lessee"). City and
Lessee may herein be referred to individually as a "Party' and collectively as "Parties."
RECITALS:
A. Lessor desires to lease terminal use space at Palm Springs International Airport
Airport") to operate a Commercial Aeronautical Activity, which includes
passenger ticketing, baggage delivery services, ground services, and aircraft
services for airline passengers.
B. City believes that the travelers using the City's airport terminal would benefit from
these airline related services.
NOW THEREFORE, City and Lessee mutually agree as follows:
AGREEMENT
1.0 LEASE SUMMARY. Certain fundamental lease provisions are presented in this
Section and represent the agreement of the parties hereto, subject to further definition
and elaboration in the respective referenced Sections and elsewhere in this Lease. in
the event of any conflict between any fundamental lease provision and the balance of
this Lease, the latter shall control. References to specific Sections are for convenience
only and designate some of the Sections where references to the particular fundamental
lease provisions may appear.
1.1 Demised Premises. The "Demised Premises" shall refer to that
certain property consisting of office space totaling approximately 220 square feet,
located in the Palm Springs International Airport terminal building and more particularly
described in Exhibit "A" attached hereto.
1.2 Lease Term. The term of this lease shall commence on January 7,
2015 and shall terminate on December 31, 2015.
1.3 Extension Option. Two (2), one (1) year options available at the
City & Lessee's discretion.
1.4 Lease Rental Payments. Rental payment due on the first of each
month of the agreement in the amount of $688.00, The monthly rent shall be adjusted
C
January 1" of each year in an amount equal to the increase in the consumer price indexforAll-Urban Consumers (CPI-U) in the Los Angeles-Riverside-Orange County, CA for
the month of October preceding the adjustment date as compared to the preceding
base index. City shall send written notice of the applicable rent increase of each
successive year along with documentation evidencing the calculation used to arrive at
the figure.
1.5 Extension Options. Extension options in this lease as noted in
Section 1.3.
1.6 Security Deposit. N/A
1.7 Use of Premises. Lessee shall use and occupy the Premises for
the purpose of administrative services/office/employee workspace related to the
Commercial Aeronautical Activities.
Lessor: City of Palm Springs
Attn: City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Cc: Palm Springs International Airport
3400 E. Tahquitz Canyon Way, Suite OFC
Palm Springs, CA 92262
2.0 TERM
2.1 Term. The term of this Lease shall commence on the date
specified in Section 1.3 ("Commencement Date') and shall continue for the period
specified therein unless earlier terminated as provided herein.
22 Reserved.
2.3 Time. Time is of the essence of this Lease.
2.4 Force Maieure. If either party hereto shall be delayed or prevented
from the performance of any act required hereunder by reason of acts of God, strikes,
lockouts, labor troubles, inability to procure materials, restrictive governmental laws or
regulations or other cause without fault and beyond the control of the party obligated
financial inability excepted), performance of such act shall be excused for the period of
the delay and the period for the performance of any such act shall be extended for a
period equivalent to the period of such delay, provided such party provides the other
party written notice of such event within ten (10) days of the commencement of the
prompt payment of any rental or other charge required of Lessee hereunder except as
may be expressly provided elsewhere in this Lease.
2.5 Termination by Lessor. Lessor shall have the right to terminate this
Lease by providing Lessee with at least thirty (30) days advance written notice. If
Lessor terminates this Lease as provided in this Section, Lessee hereby waives any
right to receive any other compensation from Lessor, including, but not limited to, thevalueofLessee's leasehold interest, loss of goodwill and relocation benefits, inverse
condemnation or the taking of property and Lessor shall have no obligation to pay
Lessee therefor.
2.6 Holding Over. Any holding over with the consent of Lessor, express
or implied, shall be construed to be a tenancy from month-to-month, cancelable upon
thirty (30) days' written notice, and at a monthly rental equal to one hundred and fifty
percent (150%) of the monthly rental in effect at the expiration of the contract services
agreement.
2.7 Termination by Lessee. Lessee shall have the right to terminate
this Lease by providing Lessor with at least thirty (30) days advance written notice. If
Lessee terminates this Lease as provided in this Section, Lessee hereby waives anyrighttoreceiveanyothercompensationfromLessor, including, but not limited to, theunamortizedvalueofLessee's leasehold improvements, Lessee's leasehold interest,
loss of goodwill and relocation benefits, inverse condemnation or the taking of property
and Lessor shall have no obligation to pay Lessee therefor.
3.0 RENTAL
3.1 Monthly Rental. Lessee shall pay to Lessor, during the term of this
Lease from and after the Commencement Date, as monthly rental ("Monthly Rental") forthePremisesthesumspecifiedinSection1.4 hereof, which sum shall be paid inadvanceonthefirstdayofeachcalendarmonth. In the event the Commencement
Date does not occur on the first day of a calendar month, the Lessee shall pay the
rental for the fractional month on the Commencement Date on a per diem basis,calculated on a thirty (30) day month. All rental to be paid by Lessee to Lessor shall be
in lawful money of the United States of America and shall be paid without deduction or
offset, prior notice or demand, at the address designated in Section 1.7 hereof.
3.2 Cost of Living Adjustment. Cost of living adjustment during the
agreement as specified in Section 1.4.
3.3 Additional Rental. For the purposes of this Lease, all monetary
obligations of Lessee under this Lease, including but not limited to, insurance
premiums, property taxes, maintenance expenses, late charges and utility costs shall be
deemed to be additional rental.
3.4 Real Property Taxes. Unless Lessee qualifies for an exemption, in
addition to all rentals herein reserved, Lessee shall pay, at the election of Lessor, either
directly to the taxing authority or to Lessor, annual real estate taxes and assessmentslevieduponthePremises (including any possessory interest taxes), as well as taxes of
every kind and nature levied and assessed in lieu of, in substitution for, or in addition to,existing real property taxes. Such amount shall be paid on the date that is twenty (20)days prior to the delinquent date or, if Lessor receives the tax bill, ten (10) days afterreceiptofacopyofthetaxbillfromLessor, whichever is later. Even though the term ofthisLeasehasexpiredandLesseehasvacatedthePremises, when the final
3
determination is made of Lessee's share of such taxes and assessments, Lessee shall
immediately pay to Lessor the amount of any additional sum owed.
3.5 Personal Property. Taxes. Unless Lessee qualifies for an
exemption from property taxes or possessory interest taxes due to its non-profit status,during the term hereof, Lessee shall pay, prior to delinquency all taxes assessedagainstandlevieduponfixtures, furnishings, equipment and all other personal propertyofLesseecontainedinthePremises, and when possible Lessee shall cause saidfixtures, furnishings, equipment and other personal property to be assessed and billed
separately from the real property of Lessor.
3.6 Utilities. All cost of water, gas, heat, electricity, sewer, and all other
services used in, upon, or about the Premises shall be paid by the City. Lessee shall
pay all telephone, internet, cable television, satellite, broadband and other
telecommunications services.
3.7 Late Payment. Lessee hereby acknowledges that late payment by
Lessee to Lessor of rental or other sums due hereunder will cause Lessor to incur costs
not contemplated by this Lease, the exact amount of which is extremely difficult to
ascertain. Such costs include, but are not limited to, processing and accounting
charges. Accordingly, any payment of any sum to be paid by Lessee not paid within ten
10) days of its due date, shall be subject to a five percent (5%) late charge. Lessor and
Lessee agree that this late charge represents a reasonable estimate of such costs and
expenses and is fair compensation to Lessor for its loss suffered by such late payment
by Lessee. Sixty (60) days before the anniversary date each year the City shall notifytheLesseeofanyoutstandingdelinquency, which must be cured prior to theanniversarydateortheCitymayexerciseitsrightofterminationundersection2.5 and
terminate the lease.
3.8 Interest. Any sum to be paid pursuant to the terms of this Lease
not paid when due shall bear interest from and after the due date until paid at a rate
equal to three percent (3%) over the reference rate being charged by Bank of America,
N.A. from time to time during such period, so long as the rate does not exceed themaximumnon-usurious rate permitted by law in which case interest shall be at the
maximum non-usurious rate allowed by law at the time the sum became due.
4.0 USE OF THE PREMISES
4.1 Permitted Use. The Lessor hereby leases to Lessee and Lessee
leases from Lessor the Premises with appurtenances as defined herein, for the purposeofconductingthereononlytheusespecifiedinSection1.7 of this Lease and for no
other use. No signs posters or similar devices shall be erected, displayed or
maintained by the Lessee in view of the general public without advance written notice of
the Airport Executive Director.
4.2 Prohibited Use. The operations of the Lessee shall be conducted
in an orderly and proper manner and so as not to annoy, disturb, or be offensive toothersattheAirport. No solicitation of the public is allowed. Tenant shall provide
uniforms and its employees shall wear badges or other means of identification.
4
f
4.3 Compliance with Laws. Lessee shall, at his own cost and expense,
comply with all of the requirements of all municipal, state and federal authorities now inforceorwhichmayhereafterbeinforcepertainingtotheuseofthePremises, and shall
faithfully observe in said use all municipal ordinances, including, but not limited to, theGeneralPlanandzoningordinances, state and federal statutes, or other governmental
regulations now in force or which shall hereinafter be in force. Lessee's violation of law
shall constitute an incurable default under this Lease. The judgment of any court of
competent jurisdiction, or the admission of Lessee in any action or proceeding againstLessee, whether Lessor is a party thereto or not, that Lessee has violated any such
order or statute in said use, shall be conclusive of that fact as between the Lessor and
Lessee.
Lessee shall not engage in any activity on or about the Premises that violates any
Environmental Law, and shall promptly, at Lessees sole cost and expense, take all
investigatory and/or remedial action required or ordered by any governmental agency or
Environmental Law for clean-up and removal of any contamination involving any
Hazardous Material created or caused directly or indirectly by Lessee. The term
Environmental Law" shall mean any federal, state or local law, statute, ordinance or
regulation pertaining to health, industrial hygiene or the environmental conditions on,
under or about the Demised Premises, including, without limitation, (i) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
CERCLA"), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and
Recovery Act of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.; (iii) California Health
and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic
Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.;
v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety
Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections
1317 et seq.; (viii) California Water Code Section 1300 et seq.; and (ix) California Civil
Code Section 3479 et seq., as such laws are amended and the regulations and
administrative codes applicable thereto. The term "Hazardous Material" includes,
without limitation, any material or substance which is (i) defined or listed as a
hazardous waste", °extremely hazardous waste', "restrictive hazardous waste" or
hazardous substance" or considered a waste, condition of pollution or nuisance under
the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii)
asbestos; and/or (iv) substances known by the State of California to cause cancer
and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms
Hazardous Materials" and "Environmental Laws" in their broadest sense. Lessee shall
provide all notices required pursuant to the Safe Drinking Water and Toxic EnforcementActof1986, California Health and Safety Code Section 25249.5 et seq. Lessee shall
provide prompt written notice to Lessor of the existence of Hazardous Substances on
the premises and all notices of violation of the Environmental Laws received by Lessee.
4.4 Operations for the benefit of Public. Lessee agrees to operate the
Demised Premises for the use and benefit of the Public, to make available all Lessee
facilities to the public, without discrimination on the grounds of sex, race, color, or
national origin. Nothing herein contained shall be construed to grant or authorize the
granting of an exclusive right within the meaning of Section 308 of the Federal Aviation
s
l
Act of 1958, as amended.
4.5 Public Facilities Ingress Egress and Quiet Enjoyment. City agrees
that Lessee, upon payment of the rental hereunder and performing the covenants of the
Lease, may quietly have, hold and enjoy the Demised Premises during the term of theLease, and that Tenant shall have the non-exclusive right to use, in common with
others, the public at the Airport and Tenant shall have a reasonable right of ingress and
egress from the Demised Premises and the public facilities for its employees, visitors
and customers.
4.7 Hours of Business. Subject to the provisions of Section 7.0 hereof,
Lessee shall continuously during the entire term hereof conduct and carry on Lessee's
business in the Premises and shall keep the Premises open for business and cause
Lessee's business to be conducted therein during the Lessee's usual business hours of
each and every business day.
4.8 Rules and Regulations. Lessee shall faithfully observe and comply
with the rules and regulations that Lessor shall from time to time promulgate and/or
modify. The rules and regulations, if any, are attached hereto as Exhibit "B" ("Rules and
Regulations") and Exhibit "C" (Lease Provisions of the Federal Aviation Administration
and Transportation Security Administration). Any amendment or modification of the
Rules and Regulations shall be binding upon the Lessee upon delivery of a copy of
such amendment or modification to Lessee. Lessor shall not be responsible to Lessee
for the nonperformance of any said rules and regulations by any other Lessees or
occupants. The Rules and Regulations shall apply and be enforced as to all Lessees in
the Premises on a uniform basis.
5.0 ALTERATIONS AND REPAIRS
5.1 Alterations and Fixtures. Lessee shall not make, or suffer to be
made, any alterations to the Premises, or any part thereof, without the prior writtenconsentofLessor. Any alterations to the Premises, except movable furniture and trade
fixtures, shall become at once a part of the realty and shall at the expiration or earlier
termination of this Lease belong to Lessor. Lessee shall not in any event make any
changes to the exterior of the Premises. Any such alterations shall be in conformance
with the requirements of all municipal, state, federal, and other governmental
authorities, including requirements pertaining to the health, welfare or safety ofemployeesorthepublicandinconformancewithreasonablerulesandregulationsof
Lessor. Any damage occasioned by such removal shall be repaired at Lessee'sexpensesothatthePremisescanbesurrenderedinagood, clean and sanitary
condition as required by Section 5.2 hereof. Any and all fixtures and appurtenances
installed by Lessee shall conform with the requirements of all municipal, state, federal,and governmental authorities, including requirements pertaining to the health, welfare,or safety of employees or the public. Upon completion of construction of the alterations,Lessee shall submit to Lessor evidence satisfactory to Lessor of the cost of said
alterations ("Improvement Costs").
5.2 Maintenance and Repair. Lessee shall, subject to Lessor's
obligations hereinafter provided, at all times during the term hereof, and at Lessee's
expense, keep, maintain and repair the Premises, and other improvements within the
Premises in good and sanitary order, condition, and repair (except as hereinafter
provided). Lessor should be notified immediately of any necessary maintenance and
repair of any store front, doors, window casements, walls, glazing, heating and air
conditioning system, plumbing, pipes, electrical wiring and conduits. Lessee herebywaivesallrighttomakerepairsattheexpenseofLessor, and Lessee hereby waives all
rights provided for by the Civil Code of the State of California to make said repairs. ByenteringintothePremises, Lessee shall be deemed to have accepted the Premises asbeingingoodandsanitaryorder, condition and repair. Lessee agrees on the last day ofsaidterm, or sooner termination of this Lease, to surrender the Premises with
appurtenances, in the same condition as when received and in a good, clean and
sanitary condition, reasonable use and wear thereof and damage by fire, act of God or
by the elements excepted. Lessee shall periodically sweep and clean the sidewalksadjacenttothePremises, as needed. Upon Lessee's possession of the Premises,
Lessee shall be deemed to have accepted the Premises as being in good condition and
repair.
Lessee agrees that it will not, nor will it authorize any person to, go onto
the roof of the building of which the Premises are a part without the prior written consent
of Lessor. Said consent will be given only upon Lessor's satisfaction that any repairs
necessitated as a result of Lessee's action will be made by Lessee at Lessee's expense
and will be made in such a manner so as not to invalidate any guarantee relating to said
roof.
5.3 Free from Liens. Lessee shall keep the Premises free from any
liens arising out of any work performed, material furnished, or obligation incurred by
Lessee or alleged to have been incurred by Lessee.
6.0 INSURANCE AND INDEMNIFICATION
6.1 Insurance. Prior to its ability to access the Demised Premises,
Lessee will provide City with proof of insurance, at Tenant's sole cost and expense, to
remain in full force and effect during the entire term of this lease. The following policies
of insurance shall be maintained:
6.2 Insurance Provided by Lessee.
Comprehensive or Commercial Form General Liability Insurance shall include the
following minimal limits:
a. General Liability including operations, products and completed
operations $1,000,000 each occurrence for bodily injury, personal injury
and property damage/$2,000,000 aggregate
b. Automobile $1,000,000 each accident; $1,000,000 uninsured
motorist.
C. Workers Compensation, $1,000,000 each accident/$1,000,000
each employee for disease.
d- Excess Liability/Umbrella Form, $2,000,000.
6.3 An Additional Insured Endorsement is required for the General Liability
Insurance policy naming the City, its officers, employees, and agents as additional
insured on the policy.
6.4 The policies shall provide for a 30 day notice to the City prior to
termination, cancellation, or change.
6.5 The general liability and excess liability/umbrella policies must be
endorsed to provide that each policy shall apply on a primary and noncontributing basisinrelationtoanyinsuranceorself-insurance, primary or excess, maintained by or
available to the City or its officials, employees, and agents.
6.6 The Workers Compensation policy shall contain the insurer's waiver of
subrogation (or waiver of right of recovery) in favor of City, its elected officials, officers,
employees, and agents.
6.7 If, in the City's opinion, the minimum limits of the insurance hereinrequiredhavebecomeinadequateduringtheperiodofthisAgreement, the
Concessionaire shall increase such minimum limits by reasonable amounts on request
of the City provided that said coverage is available at standard commercial rates.
7.0 ABANDONMENT AND SURRENDER
7.1 Abandonment. Lessee shall not vacate or abandon the Premises at
any time during the term of this Lease. If Lessee shall abandon, vacate or surrenderthePremisesorbedispossessedbyprocessoflaw, or otherwise, any personal propertybelongingtoLesseeandleftonthePremisesshallbedeemedtobeabandoned, at the
option of Lessor, except such property as may be mortgaged to Lessor.
7.2 Surrender of Lease. The voluntary or other surrender of this Lease
by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at theoptionofLessor, terminate all or any existing subleases or sub-tenancies, or may, at theoptionofLessor, operate as an assignment to it of any or all of such subleases or sub-
tenancies.
8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or
total destruction of the Premises during the term of this Lease which requires repairs tothePremises, or (b) the Premises being declared unsafe or unfit for occupancy by any
authorized public authority for any reason other than Lessee's act, use or occupation,which declaration requires repairs to the Premises, Lessor shall forthwith make said
repairs provided Lessee gives to Lessor thirty (30) days written notice of the necessitytherefor. No such partial destruction (including any destruction necessary in order to
8 C,
f,
J
make repairs required by any declaration made by any public authority) shall in any way
annul or void this Lease except that Lessee shall be entitled to a proportionate reduction
of Monthly Rental while such repairs are being made, such proportionate reduction tobebasedupontheextenttowhichthemakingofsuchrepairsshallinterferewiththebusinesscarriedonbyLesseeinthePremises. However, if during the last two (2) years
of the term of this Lease the Premises are damaged as a result of fire or any other
insured casualty to an extent in excess of twenty five percent (25%) of the then
replacement cost (excluding foundations), Lessor may within thirty (30) days followingthedatesuchdamageoccurs, terminate this Lease by written notice to Lessee. If
Lessor, however, elects to make said repairs, and provided Lessor uses due diligenceinmakingsaidrepairs, this Lease shall continue in full force and effect, and the MonthlyRentalshallbeproportionatelyreducedwhilesuchrepairsarebeingmadeashereinaboveprovided. Nothing in the foregoing to the contrary withstanding, if thePremisesorsaidbuildingisdamagedordestroyedatanytimeduringthetermhereofto
an extent of more than twenty-five percent (25%) of the then replacement cost
excluding foundations) as a result of a casualty not insured against, Lessor may within
thirty (30) days following the date of such destruction terminate this Lease upon writtennoticetoLessee. If Lessor does not elect to terminate because of said uninsured
casualty, Lessor shall promptly rebuild and repair the Premises and/or the building andtheMonthlyRentalshallbeproportionatelyreducedwhilesuchrepairsarebeingmadeashereinaboveprovided. If Lessor elects to terminate this Lease, all rentals shall beproratedbetweenLessorandLesseeasofthedateofsuchdestruction. In respect toanypartialortotaldestruction (including any destruction necessary in order to makerepairsrequiredbyanysuchdeclarationofanyauthorizedpublicauthority) whichLessorisobligatedtorepairormayelecttorepairunderthetermsofthisSection,Lessee waives any statutory right it may have to cancel this Lease as a result of such
destruction.
9.0 SUBLETTING. For the purposes of this lease, subletting shall not be allowed.
10.0 DEFAULT
10.1 Default by Lessee. The occurrence of any one (1) or more of
the following events shall constitute a default and breach of this Lease by Lessee: (a)the failure to pay any rental or other payment required hereunder to or on behalf ofLessormorethanthree (3) days after written notice from Lessor to Lessee that Lessee
has failed to pay rent when due; (b) the failure to perform any of Lessee's agreementsorobligationshereunder (exclusive of a default in the payment of money) where suchdefaultshallcontinueforaperiodofthirty (30) days after written notice thereof from
Lessor to Lessee which notice shall be deemed to be the statutory notice so long assuchnoticecomplieswithstatutoryrequirements; (c) the vacation or abandonment of
the Premises by Lessee; (d) the making by Lessee of a general assignment for thebenefitofcreditors; (e) the filing by Lessee of a voluntary petition in bankruptcy or the
adjudication of Lessee bankruptcy; (f) the appointment of a receiver to take possession
of all or substantially all the assets of Lessee located at the Premises or of Lessee'sleaseholdinterestinthePremises; (g) the filing by any creditor of Lessee of an
involuntary petition in bankruptcy which is not dismissed within sixty (60) days after
9
filing; or (h) the attachment, execution or other judicial seizure of all or substantially alloftheassetsofLesseeorLessee's leasehold where such an attachment, execution orseizureisnotdischargedwithinsixty (60) days. Any repetitive failure by Lessee to
perform its agreements and obligations hereunder, though intermittently cured, shall bedeemedanincurabledefault. Two (2) breaches of the same covenant within a sixty (60)day period, a notice having been given pursuant to (a) or (b) above for the first breach,or three (3) of the same or different breaches at any time during the term of this Lease
for which notices pursuant to (a) or (b) above were given for the first two (2) breaches
shall conclusively be deemed to be an incurable repetitive failure by Lessee to perform
its obligations hereunder.
In the event of any such default or breach by Lessee, Lessor may at any
time thereafter, without further notice or demand, rectify or cure such default, and anysumsexpendedbyLessorforsuchpurposesshallbepaidbyLesseetoLessorupondemandandasadditionalrentalhereunder. In the event of any such default or breach
by Lessee, Lessor shall have the right (i) to continue the lease in full force and effectandenforceallofitsrightsandremediesunderthisLease, including the right to recovertherentalasitbecomesdueunderthisLease, or (ii) Lessor shall have the right at any
time thereafter to elect to terminate the Lease and Lessee's right to possession
thereunder.
10.2 No Waiver. Acceptance of rental hereunder shall not be deemed a
waiver of any default or a waiver of any of Lessor's remedies.
10.3 Lessor's Default. Lessor shall not be in default unless Lessor fails
to perform obligations required of Lessor within a reasonable time, but in no event laterthanthirty (30) days after written notice by Lessee to Lessor and to the holder of anyfirstmortgageordeedoftrustcoveringthePremiseswhosenameandaddressshallhavetheretoforebeenfurnishedtoLesseeinwriting, specifying wherein Lessor has
failed to perform such obligation; provided, however, that if the nature of Lessor'sobligationissuchthatmorethanthirty (30) days are required for performance thenLessorshallnotbedeemedindefaultifLessorcommencesperformancewithinathirty
30) day period and thereafter diligently prosecutes the same to completion. In no eventshallLesseehavetherighttoterminatethisLeaseasaresultofLessor's default and
Lessee's remedies shall be limited to damages and/or an injunction.
11.0 CONDEMNATION. In the event a condemnation or a transfer in
lieu thereof results in a taking of any portion of the Premises, Lessor may, or in theeventacondemnationoratransferinlieuthereofresultsinatakingoftwenty-five
percent (25%) or more of the Premises, Lessee may, upon written notice given within
thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease. LesseeshallnotbeentitledtoshareinanyportionoftheawardandLesseeherebyexpressly
waives any right or claim to any part thereof. Lessee shall, however, have the right toclaimandrecover, only from the condemning authority (but not from Lessor), anyamountsnecessarytoreimburseLesseeforthecostofremovingstockandfixtures. IfthisLeaseisnotterminatedasaboveprovided, Lessor shall use a portion of the
condemnation award to restore the Premises.
10
12.0 MISCELLANEOUS
12.1 Reservation of Right to Modify Property. Lessor hereby reserves
the right (but not the obligation) to renovate, modernize, rehabilitate, expand, reduce,
reconfigure, enclose and/or otherwise alter all or any portion of the Premises
collectively "Modifications"), in such manner and at such time or times, throughout the
term of this Lease, as Lessor may, in its sole and absolute discretion, deem to be in the
best interests of the Property. Such Modifications may include, without limitation, the
right to construct new buildings on the Property for additional uses, to remove, renovate,
repair, add to, modernize or otherwise alter the building in which the Premises are
situated as well as other buildings, facilities, structures, malls, walkways, landscaping,
parking and common areas or other areas within the Property. In connection with any
and all such Modifications, Lessor may enter the Premises to the extent reasonably
required by Lessor to pursue and complete such Modifications. In addition, Lessor may
temporarily close portions of the parking and common areas and cause temporary
obstructions in connection with any Modifications. Lessee agrees that under no
circumstances shall the Modifications as to any portion of the Property or the
construction activity that takes place in the course of making the Modifications, or any
aspect thereof, including Lessor's entry into the Premises, constitute an eviction or
partial eviction of Lessee or a breach of Lessee's right to quiet enjoyment or of any
other provision of this Lease, nor entitle Lessee to damages, injunctive relief or other
equitable relief, nor entitle Lessee to any abatement or reduction in the Monthly Rental,
additional rental or other charges or sums due under this Lease; provided Lessor uses
reasonable efforts to mitigate any adverse effects on Lessee caused by the
Modifications.
12.2 Entry and Inspection. Lessee shall permit Lessor and his agents to
enter into and upon the Premises at all reasonable times for the purpose of inspecting
the same or for the purpose of maintaining the Premises as required by the terms of this
Lease or for the purpose of posting notices of non-liability for alterations, additions or
repairs.
12.3 Estoppel Certificate. If, as a result of a proposed sale, assignment,
or hypothecation of the Premises or the land thereunder by Lessor, or at any other time,
an estoppel certificate shall be requested of Lessee, Lessee agrees, within ten (10)
days thereafter, to deliver such estoppel certificate in the form attached hereto as
Exhibit "C" addressed to any existing or proposed mortgagee or proposed purchaser,
and to the Lessor. Lessee shall be liable for any loss or liability resulting from any
incorrect information certified, and such mortgagee and purchaser shall have the right to
rely on such estoppel certificate and financial statement.
12.4 Jurisdiction and Venue. The parties hereto agree that the State of
California is the proper jurisdiction for litigation of any matters relating to this Lease, and
service mailed to the address of Lessees set forth herein shall be adequate service for
such litigation. The parties further agree that Riverside County, California is the proper
place for venue as to any such litigation and Lessee agrees to submit to the personal
jurisdiction of such court in the event of such litigation.
tt
1
12.5 Partial Invalidity. If any term, covenant, condition or provision of this
Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable,
the remainder of the provisions hereof shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereof.
12.6 Successors in Interest. The covenants herein contained shall,
subject to the provisions as to assignment, apply to and bind the heirs, successors,
executors, administrators and assigns of all the parties hereto; and all of the parties
hereto shall be jointly and severally liable hereunder.
12.7 No Oral Agreements. This (i) Lease covers in full each and every
agreement of every kind or nature whatsoever between the parties hereto concerning
this Lease, (ii) supersedes any and all previous obligations, agreements and
understandings, if any, between the parties, oral or written, and (iii) merges all
preliminary negotiations and agreements of whatsoever kind or nature herein. Lessee
acknowledges that no representations or warranties of any kind or nature not
specifically set forth herein have been made by Lessor or its agents or representatives.
12.8 Authority. In the event that Lessee is a corporation or a partnership,
each individual executing this Lease on behalf of said corporation or said partnership,
as the case may be, represents and warrants that he or she is duly authorized to
execute and deliver this Lease on behalf of said corporation or partnership, in
accordance with a duly adopted resolution of the Board of Directors, if a corporation, or
in accordance with the Partnership Agreement, if a partnership, and that this Lease is
binding upon said corporation or partnership in accordance with its terms. Lessee
represents and warrants to Lessor that the entering into this Lease does not violate any
provisions of any other agreement to which Lessee is bound.
12.9 Relationship of Parties. The relationship of the parties hereto is that
of Lessor and Lessee, and it is expressly understood and agreed that Lessor does not
in any way or for any purpose become a partner of Lessee in the conduct of Lessee's
business or otherwise, or a joint venture with Lessee, and that the provisions of this
Lease and the agreements relating to rent payable hereunder are included solely for the
purpose of providing a method whereby rental payments are to be measured and
ascertained.
12.10 Nondiscrimination. Lessee herein covenants by and for itself, its
heirs, executors, administrators and assigns and all persons claiming under or through
it, and this Lease is made and accepted upon and subject to the following conditions:
that there shall be no discrimination against or segregation of any person or group of
persons on account of race, sex, marital status, color, creed, national origin or ancestry,
in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the
Premises herein leased, nor shall the Lessee itself, or any person claiming under or
through it, establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or occupancy of
Lessees, or vendors in the Premises.
12
L,
i
12.11 Notices. Wherever in this Lease it shall be required or permitted that
notice and demand be given or served by either party to this Lease to or on the other,
such notice or demand shall be given or served in writing and shall not be deemed to
have been duly given or served unless in writing, and personally served or forwarded by
certified mail, postage prepaid, addressed, if to Lessor, as specified in Section 1.9.
Either party may change the address set forth herein by written notice by certified mail
to the other. Any notice or demand given by certified mail shall be effective one (1) day
subsequent to mailing.
To City:Palm Springs International Airport
3400 E. Tahquitz Canyon Way, Suite OFC
Palm Springs, CA 92262
To Tenant: World Wide Flight Services, Inc
1925 W.John Carpenter Freeway, Ste. #450
Irving, TX 75063
Attn: Scott Whiffili
12.12 Waiver. No delay or omission in the exercise of any right or remedy
by a non-defaulting party shall impair such right or remedy or be construed as a waiver.
A party's consent to or approval of any act by the other party requiring the party's
consent or approval shall not be deemed to waive or render unnecessary the other
party's consent to or approval of any subsequent act. Any waiver by either party of any
default must be in writing and shall not be a waiver of any other default concerning the
same or any other provision of this Lease.
12.13 Exhibits and Addenda. The Exhibits and Addenda attached to this
Lease are made a part hereof as if fully set forth herein. In the event of a conflict
between the terms and provisions of Addenda and the terms and provisions of this
Lease, the terms and provisions of the Addenda shall prevail.
SIGNATURE PAGE TO FOLLOW
13
l
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CITY"
City of Palm Springs
Date: J B ' Ile
David H. Ready 91 N
City Manager
APPROVED AS TO FORM: ATTEST
By: By.
Douglas olland, ames Thompson,
City Att Bey City Clerk
APPROVED BY CITY COUNCIL: APPROVED BY CITY MANAGER
oaaaa,rtvt wL '6abb' WOO
Date: Agreement No.
Corporations require two notarized signatures. One signature must be from Chairman of Board,President,or any Vice President. ThesecondsignaturemustbefromtheSecretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer,
COMPANY NAME:
rat^ F,=i
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t }i i^G't -f ck one_Individual_Partnership_Corporation
112 (,' ,JC'{ t'r, (•r, +t- i-i tti y i `>
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Address
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14 Revised:6116/10
72W9.1
State of Texas
County of Dallas
Before me, on this day personally appeared known to me
or proved-to me)on the oath of i i or through(description of identity cardor other document)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed
the same for the purposes and consideration therein expressed.
Given under my hand and seal of office this day of 2014.
r''`
aA"Say,.'".STELLA MAILLOUX
I I ZI
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a4 Notary Public, State of Texas
nny Commission Expires Notary PubhcsSignatureVAugust18, 2015
State of Texas
County of Dallas
Before me, on this day personally appeared i known to me
or proved to me).on the oath of i ', or through(description of identity card or other document)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed
the same for the purposes and consideration therein expressed.
1
Given under my hand and seal of office this 1 day of 1 i r,'f ,2014.
STELLAMAILLOUX
notary Public, State of Texas
a My Commission Expires Notary Public's Signature
August 18, 2015
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§118D
rdowmwt'publb a other otfiow owrMng this wr[Rcate verifies mhy the idenury of the>ndivA Kd%tosignedtheeratowhichthiscertificatebReached,and nathe tnahfufrx¢s,aoauacy,a vafdey of that dowrrant
State of Coxornia
County of
On before me,
Dee Here Insert Name and Tdte of the Officer
personally appeared
Name(s)of SrgnerFn)
who proved to me on the basis of oatisfactory evidence to be the person(s)whose name(¢) hirerssubscribedtothewithininstrumentandsckrewledgedtomethathe/she/they exaaded the same inhiarherRheirauthorizedcapacity(ea),and that by hieA Aheiraignature{a)on the instrument the perms),
or the entity upon behaa of which the perean(s)acted,executed the instrument.
I certify under PENALTY OF PERJURY under the Iswe
of the State of OWifomia that the foregoing paragraph
is true and correct.
WITNESS my hand and otficlal said.
Signature
3igrshr/e of Notary Public
Place Notary Seal Above
OP170NAL
Though this section is opgvrwl.comPiatirB this irdOrmaffm can deter afferafion of the document or
haudufent reattachment of We form to an unintended document
Deacdpbon of Attached Document
Title or Type of Document Document Date:
Number of Pages: Signer(a) Other Than Named Above:
Copacity(es)Cleaned by Signer(a)
Signers Name: Signet a Name:
Corporate Officer—Tdle(a): Corporete Officer—Tdle(s)_
Parbier— O Limited General Partner— O Urnitad General
O Indn idual Attorney in Fact IMivMuai O Attorney in Fact
OTNstee Guardian or Coeervator OO eee
Guardian or Conservator
thOer
Signer Is Representing: Signer Is Representing.
A14 National NalwyAmwisfm•ww.v.Nabo(WNalary org-14MG-US NOTARY It-BDD-87MB27) Item#W
14
639913.1 l1,
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