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Home My WebLink About9/12/2001 - STAFF REPORTS (6) T! DATE: September 5, 2001 TO: City Council FROM: Deputy Director of Aviation -Administration via Interim Director of Aviation HECKMANN ENTERPRISES - CONSENT TO ASSIGNMENT RECOMMENDATION: It is recommended that the City Council approve a Consent to Assignment of the Richard Heckmann and Mary Heckmann Hangar Lease to Heckmann Enterprises, Inc. SUMMARY: This Consent to Assignment allows Heckmann Enterprises to continue their long- standing relationship with Palm Springs International Airport. BACKGROUND: Mr. and Mrs. Richard Heckmann currently have a ground lease on airport property. Airport management has received a request fora Consent to Assignment of the lease of Richard Heckmann and Mary Heckmann, Trustees of the Heckmann Family Trust to Heckmann Enterprises, Inc. Staff and the City Attorney have reviewed the assignment to our satisfaction. RICHARD STRICKLA D ALLEN F. SMOOT, AAE Deputy Director of Aviation Interim Director of Aviation APPROVED: ��i( City Manager Attachments: 1. Minute Order 2. Consent to Assignment Agreement ASSIGNMENT, ASSUMPTION AND CONSENT TO ASSIGNMENT TI-HS ASSIGNMENT, ASSUMPTION AND CONSENT TO ASSIGNMENT ("Agreement") is entered into as of this 5th day of September, 2001 ("Effective Date"), by and between RICHARD BECKMANN AND MARY BECKMANN,TRUSTEES OF THE HECKMANN FAMILY TRUST DATED SEPTEMBER 14, 1999 ("Assignor"),HECKMANN ENTERPRISES, INC., a California corporation ("Assignee"), and THE CITY OF PALM SPRINGS, a municipal corporation ("Landlord"). RECITALS A. Landlord and Assignor are parties to that certain Lease (including but not limited to any security deposit, prepaid rent and all options and rights contained therein, and all subleases of the Premises), dated June 1, 1998 for the premises,buildings, and other improvements commonly known as 3200 Camino Bombero, Palm Springs, CA 92262, as such premises is more specifically defined in the Lease ("Premises"), which Lease was originally between Landlord, and EUGENE W. WHITWORTH("Original Tenant"), and recorded June 4, 1998 as Instrument No. 98-228642 of Official Records of Riverside County, California. B. Said Lease was assigned by the Original Tenant to Assignor, and recorded March 30, 2000 as Instrument No. 2000-116921 of Official Records of Riverside County, California. Said lease and all amendments thereto are referred to as the "Lease". A copy of the Lease (including all amendments thereto, if any) is attached as Exhibit "A" to this Agreement. C. Pursuant to the Lease, Assignor has certain rights to assign the Lease, subject to the written consent of Landlord. C. Assignor wishes to assign to Assignor all of the rights and obligations it has under the Lease, and Assignor and Assignee desire to obtain-Landlord's specific consent to such assignment. D. Assignor and Assignee have represented to Landlord that Assignee shall perform all obligations of Assignor under the Lease, that all of Assignor's employees will become employees of Assignee, and that 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, Landlord wishes to consent to such assignment subject to the terms of this 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, Landlord, Assignor and Assignee agree as follows: Page 1 of 6 �� 1. Representations. Assignor represents and certifies the following: a. That all of the above recitals are true and correct. b. 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. 2. Assignment. Assignor hereby assigns, sells, and conveys and otherwise transfers to Assignee all of Assignor's right, title and interest as tenant in and to the Lease. Assignor warrants such copy to be a true and correct copy of the entire agreement between Landlord and Assignor with respect to the Premises. This assignment of Assignor's right, title and interest in the Lease to Assignee shall be effective on the Effective Date, as first written above, provided that Landlord consents thereto as evidenced by its execution of this Agreement in the space set forth below. Landlord's execution below confirms that Assignor shall no longer remain liable for the performance of any such obligations, terms, covenants, conditions and agreements under the Lease and Landlord hereby agrees to forever release Assignor from the performance of any such obligations, terms, covenants, conditions and agreements under the Lease. 3. Assumption of Lease. Assignee hereby accepts all of Assignor's right, title and interest in and to the Lease and assumes and agrees to perform all of Assignor's corresponding obligations, terms, covenants, conditions and agreements under the Lease on, from and after the Effective Date. Assignee acknowledges that it has inspected the Premises and knows the present condition thereof and accepts the Premises in the condition disclosed by such inspection. Further, Assignee acknowledges that Landlord has made no representation concerning the condition of the Premises, expressed or implied, and Assignee does not accept the Premises in reliance upon any such representation or any nondisclosure on the part of Landlord or Landlord's agents or employees. 4. Related Agreements. a. Assignee acknowledges that it has received a copy of the Lease and is fully familiar with its terms. b. Upon the date of this Agreement, Assignee shall assume all obligations of Assignor under the Lease and shall perform all duties and obligations required to be performed under the Lease. C. Assignee acknowledges and agrees that the Lease shall control the obligations of Assignee and Landlord, and that the Lease shall control over any inconsistent provision in any agreement that may exist between Assignor and Assignee. 5. 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 Page 2 of 6 Y43 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. 6. Full Force and Effect. The parties further agree that, except as specifically provided in this Agreement, the terms of the Lease shall remain unchanged and in full force and effect. (Signatures on following page) Page 3 of 6 IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above. "Assignor" RICHARD HECKMANN AND MARY HECKMANN, TRUSTEES OF THE HECKMANN FAMILY TRUST DATED SEPTEMBER 14, 1999 By: Richard Heckmann Its: Trustee By: Mary Heckmann Its: Trustee "Assignee" HECKMANN ENTERPRISES, INC., a California corporation. By: Richard Heckmann Its: President By Its (Corporations require two signatures, one for each of the following: A. Chairman of Board,President or Vice President;AND B. Secretary, Assistant Secretary Treasurer, Assistant Treasurer or Chief Financial Officer.) Page 4 of 6 CONSENT TO ASSIGNMENT Landlord hereby consents to the foregoing assignment of Assignor's right,title and interest in the Lease to Assignee and the corresponding acceptance thereof and assumption of Assignor's obligations,terns,covenants, conditions and agreements made under the Lease by Assignee subject to all of the terns,covenants, conditions and agreements set forth in this Agreement,and provided that Assignor shall not default in the performance of its obligations,terms,covenants,conditions and agreements under the Lease at any time prior to the Effective Date. "Landlord" ATTEST: CITY OF PALM SPRINGS, a California municipal corporation City Clerk City Manager APPROVED AS TO FORM: City Attorney Page 5 of 6 EXHIBIT "A" COPY OF THE LEASE (See following pages) tM`7 Page 6 of 6 MINUTE ORDER NO. APPROVING CONSENT TO ASSIGNMENT OF THE RICHARD HECKMANN AND MARY HECKMANN HANGAR LEASE TO HECKMANN ENTERPRISES, INC. I HEREBY CERTIFY that this Minute Order, approving Consent to Assignment of the Richard Heckmann and Mary Heckmann Hangar Lease to Heckmann Enterprises, Inc.,was adopted by the City Council of the City of Palm Springs, California, in a meeting thereof held on the 51h day of September 2001. PATRICIA A. SANDERS City Clerk