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HomeMy WebLinkAbout6/6/2001 - STAFF REPORTS (9) DATE: June 6, 2001 TO: City Council FROM: Interim Director of Aviation FMC AIRPORT SERVICES - CONSENT TO ASSIGN RECOMMENDATION: That the City Council consent to an assignment of Agreement 4316 between the City of Palm Springs and FMC Airport Services, a division of FMC Corporation to FMC Technologies, Inc.. SUMMARY: FMC Airport Services currently provides maintenance services for the eight(8) Passenger Loading Bridges (PLB's) at the Airport. The current agreement was approved by the City Council on December 6, 2000 via Minute Order 5757. This assignment to FMC Technologies, Inc. does not affect any other terms of the agreement. BACKGROUND: Staff received correspondence from FMC Airport Services indicating the intent of FMC Corporation to spin-off its energy and machinery businesses into a new company named FMC Technologies, Inc.,which is currently a wholly owned subsidiary of FMC Corporation. FMC Corporation estimates the spin-off to be complete by the end of calendar year 2001, however, they have requested the change in agreement 4316 as quickly as possible so as not to cause a delay in service. FMC Corporation has confirmed in writing to staff that no other terms and conditions of the agreement will be affected. This item was approved by the Airport Commission at its meeting of May 2, 2001. A Minute Order is attached for City Council consideration. _� MIKE N WILLIAMS, A.A.E. ALA N��ySYOOT, A.A.E. Deputy Director- Operations f' IrIt'/rim bi'�ctor of Aviation APPROVED: �r�`� �1����� City Manager Attachment: 1. Minute Order 2. Consent to Assign Agreement X:\WordPerfect\City_Council\FMC_PLB Maintenace Assignment_05-16-2001.wpd CONSENT TO ASSIGNMENT OF AGREEMENT NO. 4316 This CONSENT TO ASSIGNMENT OF AGREEMENT NO. 4316 (the "Consent") is made and entered into as of the day of June, 2001, between the CITY OF PALM SPRINGS ("City"), FMC AIRPORT SERVICES, a division of FMC CORPORATION (collectively "Assignor") and FMC TECHNOLOGIES, INC. ("Assignee") with reference to the following facts and purposes. RECITALS A. City and Assignor are parties to that certain Agreement No. 4316, dated December 6, 2000, including any extensions, renewals or permitted amendments and modifications thereof(collectively the "Agreement") concerning maintenance services for the eight(8) Passenger Loading Bridges at the Palm Springs International Airport. B. Pursuant to the Agreement, Assignor has certain rights to assign the Agreement, subject to the written consent of the City. C. Assignor wishes to assign to Assignor all of the rights and obligations it has under the Agreement, and Assignor and Assignee desire to obtain the City's specific consent to such assignment. D. Assignor and Assignee have represented to the City that Assignee is the wholly owned subsidiary of Assignor , and all of Assignor's employees will become employees of Assignee, and the expertise and financial capabilities of Assignee to provide the services under the Agreement are the same as those of Assignor. E. Based upon such representation, City wishes to consent to such assignment subject to the terms of this Consent. 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, Assignor and Assignee agree as follows: 1. Representations. Assignor represents and certifies the following: a. To the best of Assignor's knowledge, no default presently exists under the Agreement and no state of facts exist which would constitute a default under the Agreement. b. That all of the above recitals are true and correct. 2. Consent and Related Agreements. a. Assignee acknowledges that it has received a copy of the Agreement and is fully familiar with its terms. IRV#11998 vt _1_ b. Effective as of the date of this Consent, the City specifically consents to the assignment of the Agreement to Assignee, including all rights and obligations of Assignor thereunder. C. Upon the date of this Consent, Assignee shall assume all obligations of Assignor under the Agreement and shall perform all duties and obligations required to be performed under the Agreement. d. Assignee acknowledges and agrees that the Agreement shall control the obligations of Assignee and City, and that the Agreement shall control over any inconsistent provision in any agreement that may exist between Assignor and Assignee. 3. Due Execution. The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such parry 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. 4. Full Force and Effect. The parties further agree that, except as specifically provided in this Consent, the terns of the Agreement shall remain unchanged and in full force and effect. (Signatures on following page) IRV#11998 vl qA 3 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 California mimicipal corporation City Clerk City Manager APPROVED AS TO FORM: City Attorney "Assignor" FMC AIRPORT SERVICES, a division of FMC CORPORATION By Its By Its "Assignee" FMC TECHNOLOGIES, INC. By Its By Its (Corporations require two signatures; one for each of the following: A. Chainnan of Board,President or Vice President;AND B. Secretary,Assistant Secretary Treasurer,Assistant Treasurer or Chief Financial Officer.) IRV#11998 vI -3- MINUTE ORDER NO. 6855 CONSENTING TO AN ASSIGNMENT OF AGREEMENT 4316 BETWEEN THE CITY OF PALM SPRINGS AND FMC AIRPORT SERVICES, A DIVISION OF FMC CORPORATION TO FMC TECHNOLOGIES, INC. ------------------ I HEREBY CERTIFY that this Minute Order, consenting to an assignment of Agreement 4316 between the City of Palm Springs and FMC Airport Services, a division of FMC Corporation to FMC Technologies, Inc., was adopted by the City Council of the City of Palm Springs, California, in a meeting thereof held on the 6th day of June, 2001. PATRICIA A. SANDERS City Clerk ,j s