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Home My WebLink About5/3/2000 - STAFF REPORTS (20) DATE: May 3, 2000 TO: City Council FROM: Deputy Director of Aviation-Administration via Director of Aviation ASSIGNMENT OF LEASE AND CONSENT RECOMMENDATION: That the City Council approve an Assignment of Lease and Consent between the City of Palm Springs ('City'), AMR Combs, Inc. (°Lessee') and Signature Flight Support Corporation ('Assignee')for assuming occupancy of a Hangar Facility. BACKGROUND: At the meeting of September 15,1999, City Council adopted Minute Order No. 6491 approving the Assignment of Lease and Consent between the City of Palm Springs,AMR Combs, Inc., and Signature Flight Support Corporation and Signature Flight Support - Califomia, Inc. As you may recall, this transfer was necessary to meet the terms set forth in the Department of Justice('DOJ) Order regarding fair competition standards for Fbced Base Operators (FBO) located at Palm Springs International Airport(PSP). During the previously mentioned lease assignment, the Hangar Facility located at 424 N. Civic Drive, Palm Springs, California 92262,was not included in that agreement due to the fact it was under a separate agreement (No. 3742). The City Attorney has assisted staff prepare the attached Consent to Assignment of Lease for the use of these premises by Signature Flight Support Corporation ('Signature'). Staff is requesting the City Council approve the attached minute order. cd; RY •Direct - Deput r of Aviation-Administration Approved: �d• REUIENIED�ME�RI N( ci JERI RIDDLE Director of Aviation Approved: . City Manager Attachment (1) Minute Order (1) Lase Assignment CONSENT TO ASSIGNMENT OF LEASE 7f� This CONSENT TO ASSIGNMENT OF LEASE (the "Consent") is made and entered into as of the day of May,2000,between the CITY OF PALM SPRINGS,whose principal place of business is 3200 East Tahquitz Canyon Way, Palm Springs, California ("City'l, AMR COMBS, Inc., a Delaware Corporation ("Lessee') and SIGNATURE FLIGHT SUPPORT CORPORATION,a Delaware corporation("Assignee)with reference to the following facts and purposes: RECITALS A. City and Lessee are parties to that certain Lease Agreement dated November 20, 1996, including any extensions, renewals or permitted amendments and modifications thereof (collectively the "Lease") covering a portion of those certain premises known as Palm Springs International Airport as more particularly described as Exhibit "A" attached hereto and incorporated herein by reference(the"Premises'). B. Pursuant to the Lease, Lessee has rights to certain airport facility improvements that are a part of the Premises during the term of the Lease(the"Improvements'). C. Under the terms of a Stock Purchase Agreement dated December 14, 1998 (the "Purchase Agreement") attached hereto as Exhibit "B" Assignee, as buyer acquired all of the outstanding stock of AMR Combs ("Acquisition"). As a result of the Acquisition, Assignee has assumed Lessee's occupancy of the Premises as provided under the Lease. D. Lessee and Assignee desire to obtain the City's specific consent to the Acquisition and all other matters relating thereto that may be required under the Lease in connection with the Purchase Agreement NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,City,Lessee and Assignee agree as follows: 1. RGREIentations. City and Lessee represent and certify the following: a. That the Lease is in full force and effect b. That the Lease is the only agreement between the City and the Lessee affecting the Premises. e. That to City's knowledge, Lessee is current in the payment of any and all rent and any charges required to be paid by Lessee under the Lease to the City's knowledge, no default presently exists under the Lease and no state of facts exist which would constitute a default under the Lease. d. That all of the recitals are true and correct. 2. Consent and Related Ammm-4. =014064-0014 6011701 AM a. Assignee aclmowledges that it has received a copy of the Lease and is fully familiar with its terms. b. Effective as of the Closing Date referenced in the purchase Agreement(the "Closing Date") City specifically consents to (i) the assignment of the Lease to Assignee and (ii) the purchase of any Improvements to which Lessee had any interest, as provided under the Lease. C. Upon the effective date of the purchase Agreement,Assignee shall assume all obligations of Lessee under the Lease and shall perform all duties and obligations required to be performed under the Lease. d. Assignee aclmowledges and agrees that the Lease shall control the obligations of Assignee and City,and that the Lease shall control over any inconsistent provision in the purchase Agreement. C. The City's consent hereunder shall terminate if the transactions contemplated by the purchase Agreement shall violate any term of the Lease. 3. Due Bxecution The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (n) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound 5. Full Force and Bffect The parties further agree that,except as specifically provided in this Consent, the terms of the Lease shall remain unchanged and in full force and effect. �f1�3 6X110140640014 6011701AMN -2- y0y IN WITNESS WHEREOF, the parties hereto have executed and delivered this Consent as of the date written above. "City, ATTEST: CITY OF PALM SPRINGS, a municipal corporation By: City clerk City Manager• APPROVED AS TO FORM: City Attorney "Lessee' AMR COMBS,INC. a Delaware corporation By Its "Assignee" SIGNATURE FLIGHT SUPPORT CORPORATION,a Delaware corporation By Its By. Its Q0117,01 MmD -3 - MINUTE ORDER NO. APPROVING AN ASSIGNMENT OF LEASE AND CONSENT BETWEEN THE CITY OF PALM SPRINGS('CITY'),AMR COMBS, INC. ("LESSEE') AND SIGNATURE FLIGHT SUPPORT CORPORATION('ASSIGNEE'FORASSUMING OCCUPANCYOF A HANGER FACILITY. I HEREBY CERTIFY that this Minute Order approving an Assignment of Lease and Consent between the City of Palm Springs ('City'), AMR Combs, Inc. ( Lessee') and Signature Flight Support Corporation rAssignee°)for assuming occupancy of a hanger facility,was adopted by the City Council of the City of Palm Springs,California,In a meeting thereof held on the 3td day of May, 2000. Patricia A. Sanders City Clerk Y15