HomeMy WebLinkAbout19303 - RESOLUTIONS - 6/3/1998 RESOLUTION NO. 19303
OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, '
CALIFORNIA APPROVING AN AMENDED AND RESTATED
SUB-GROUND LEASE AND LEASEBACK AGREEMENT
BETWEEN A.IR SOURCES, INC., A CALIFORNIA,
CORPORATION AND THE LEON R. NIGHTINGALE FAMILY
TRUST
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WHEREAS, pursuant to Resolution No. 14055, adopted, the City Council of the City of Palm
Springs approved that certain Indenture of Lease and Aeronautical Concession Agreement dated
October 3, 1981, by and between the City of Palm Springs, California (Lessor) and Jimsair
Aviation Services, Inc., a California Corporation (Lessee); and
WHEREAS, pursuant to a Resolution of the City Council of Palm Springs a Sub-Ground Lease
entered into between Jimsair Aviation Services, Inc. ("Jimsair") and the Leon R. Nightingale
Family Trust ("Nightingale Trust") for the purpose of constructing and operating a T-hangar
facility pursuant to the terms of the Indenture of Lease and Aeronautical Concession Agreement.;
and
WHEREAS, Textron Financial Corporation ("Textron") loaned money to Jimsair secured by
Jimsair's interest in the Master Lease. Jimsair defaulted and, on or about July 18, 1989, Dorfinco
Corporation, a wholly owned subsidiary of Textron Financial Corporation ("Dorfinco"), acquired
the leasebold estate under the Master Lease at a foreclosure sale; and
WHEREAS, Dorfinco assigned all of its rights and obligations under the Sub-Ground Lease and
Master Lease to Air Sources, Inc., and Air Sources, Inc. assumed the obligations of Dorfinco
under the Sub-Ground Lease and Master Lease; and
WHEREAS, litigation arose between the Nightingale Trust and Textron and Dorfinco regarding
their respective rights and obligations under agreements between Jimsair and the Nightingale
Trust; and
WHEREAS, that litigation was settled and, as part of the settlement, Air Sources and the
Nightingale Trust entered into an Amended and Restated Sub-Ground Lease and Leaseback
Agreement. The Amended and Restated Sub-Ground Lease is between Air Sources, Inc. and the
Trust and amends and entirely restates the previous Sub-Ground Lease between Jimsair and the
Nightingale Trust. Air Sources and the Trust also entered into a Leaseback Agreement whereby
Trust subleases back to Air Sources the premises including the improvements thereto. These
Agreements run concurrently for 240 months from April 1, 1996. The Amended and Restated
Sub-Ground Lease and Leaseback Agreement shall terminate on March 31, 2016, at which time
Air Sources or its assigns shall own all of the improvements including, but not limited to the T-
hangars on the premises; and
WHEREAS, Air Sources has sold its interest under the Master Lease to Signature Flight Support
Corporation and submitted an Assignment of Leases Agreement and Consent to the City Council
of Palm Springs on May 20, 1998, at which time it was approved. As part of the agreement
between Air Sources and Signature Flip-ht Support Corporation, Signature Flight Support
ice^ A
Resolution No. 19303
Page 2
Corporation agreed to accept the Amended and Restated Sub-Ground Lease and Leaseback
Agreement as the operative documents to which it is bound; and
' WHEREAS, the Airport Commission and staff have reconunended that the Amended and Restated
Sub-Ground Lease and Leaseback Agreement between Air Sources, Inc. and the Nightingale
Family Trust be approved and have recommended that such agreements are in the public interest
and that such activity will provide a needed and essential service to the flying public; and
WHEREAS, the Indenture of Lease and Aeronautical Concession Agreement dated October 23,
1981, the Amended and Restated Sub-Ground Lease and Leaseback Agreement referred to above,
superseded in total, all other agreements and shall constitute the operative documents under which
the premises shall be held and operated,
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Palm Springs,
California as follows:
Section 1. That the Amended and Restated Sub-Ground Lease and Leaseback Agreement be
and hereby are approved; and
Section 2. That the Amended and Restated Sub-Ground Lease and Leaseback Agreement is
subject to all of the terms of the Indenture of Lease and Aeronautical Concession
Agreement, the terns of which shall govern over any inconsistent provisions of
any other agreement whatsoever, and all operations on the property shall be in
accordance with the Indenture of Lease and Aeronautical Concession Agreement.
ADOPTED this 3rd day of June 1998.
AYES: Members Barnes, Hodges, Oden, Reller-Spurgin, and Mayor Kleindienst
NOES: None
ABSENT: None
ATTEST: tTY OF PALM S 1 7 CALIFORNIA
By
City Clerk City Manager
REVIEWED & APPROVED: