HomeMy WebLinkAbout05998 - LEGEND AIRE INC DBA THE FLIGHT SCHOOL AT PALM SPRINGS NON EXCL OP & LEASE AGR Kathie Hart
From: Suzanne Seymour
Sent: Wednesday,June 22, 2016 8:44 AM
To: Kathie Hart
Subject: RE:A5998-Legend Aire Inc
Go ahead and close it. Thanks!
Suzanne :A4. Seymour �I
Administrative Secretary
Palm Springs International Airport
3400 E. Tahquitz Canyon Way,Suite OFC
Palm Springs, CA 92262
Phone: (760) 318-3804/ Fax: (760) 318-3815
suzanne seymour(@palmspringsca.gov
From: Kathie Hart
Sent: Tuesday, June 21, 2016 6:52 PM
To: Mark Jucht; Suzanne Seymour
Cc: Jay Thompson
Subject: A5998 - Legend Aire Inc
This is for Non-exclusive operating and lease agr. The term is One year lease w/two 1-yr options, approved in July
2010.
OK to close?
/Cathce
Kathie Hart, MMC
Chief Deputy City Clerk
�i"SGl
CAUFORNIAt
Lie rr Plod n-1w
City of Palm Springs (760) 323-8206
3200 E. Tahquitz Canyon Way r (760) 322-8332
Palm Springs,CA 92262 I Kathie.Hart@PolmSpringsCA.gov
City Hall is open 8 am to 6 pm, Monday through Thursday,and closed on Fridays.
I
LEGEND AIRE, INC. DBA THE FLIGHT SCHOOL AT PALM SPRINGS
NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT
FOR FACILITY RENTAL
AT PALM SPRINGS INTERNATIONAL AIRPORT
THIS LEASE ("Lease") is made and entered into this First day of September 2010, by and
between the CITY OF PALM SPRINGS, a charter city and California municipal corporation
("City"), and Legend Aire, dba The Flight School At Palm Springs ("Tenant") a California
corporation. City and Tenant may hereinafter be referred to individually as a "Party" and
collectively as "Parties".
RECITALS
A. Tenant desires to lease a portion of the old Signature Flight Support Facility located on
Airport property at 210 N. El Cielo Road, Palm Springs, California, 92262. Tenant also wishes to
sublease a portion of the space to various permitted Commercial Operators.
NOW THEREFORE, City and Tenant mutually agree as follows:
AGREEMENT
Section 1. 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.
1.1 Demised Premises. The "Demised Premises" consists of Tenant and sub-Tenant
spaces located at 210 N. El Cielo Road, more particularly described in Exhibit "A"
attached hereto.
1.2 Lease Term. The one-year term of this Lease shall commence on September 1, 2010
and shall terminate on August 31, 2011 with two one-year options at the City's
discretion.
1.3 Lease Rental Payments. Rental payment due on the first of each month of the
agreement period as follows: Year 1: $1,500.00 monthly rental payment x 12 months.
The rent shall be automatically adjusted annually 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 April preceding the adjustment date as
compared to the preceding base index. The CPI-U for June 2010 shall be the first
base (100%). City shall send Tenant written notice of the applicable rent increase of
each successive year along with documentation evidencing the calculation used to
arrive at that figure no less than thirty (30) days prior to the date the increase becomes
effective.
Legend Aire, Inc.—Facility Rental Page 1 of 17
Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
1.4 Use of Demised Premises. Tenant may conduct Specialized Aviation Services
Operations (SASO) activities with valid annual City Commercial Aeronautical
Permit as follows:
1.4.1. Aircraft Rental or Flight Training Operator (SASO) per 16.14 of the
Palm Springs Municipal Code (PSMC)
1 A.2. Aircraft Charter or Aircraft Management Operator (SASO) per 16.16
PSMC
1.4.3. Aircraft Sales Operator (SASO) per 16.18 PSMC
1 AA, Other Commercial Aeronautical Activities (SASO) per 16.22 PSMC
1.5 Security Deposit. $3,000.00 US Dollars
Section 2. TERM
2.1 Term. The initial term of this Lease shall commence on the date specified in
Section 1.2 ("Commencement Date") and shall continue for the period specified
therein. Lease subject to earlier termination as otherwise provided in this Lease.
If Tenant remains in possession of all or any part of the Demised Premises after
the expiration of the term hereof, with or without the express or implied consent of
City, such tenancy shall be from month to month only, and not a renewal hereof or
an extension for any further term, and in such case, rent and other monetary sums
due hereunder shall be payable in the amount and at the time specified in the
Lease and such month to month tenancy shall be subject to every other provision,
covenant and agreement contained herein. Acceptance by City of rent after such
expiration or earlier termination shall not constitute a holdover hereunder or result
in a renewal. The foregoing provisions of the subsection are in addition to and do
not affect the right of re-entry or any right of City hereunder or as otherwise
provided by law, and in no way shall affect any right which City may otherwise have
to recover damages from Tenant for loss or liability incurred by City resulting from
such failure by Tenant to surrender the Demised Premises. Nothing contained in
this Sub-section shall be construed as consent by City to any holding over by
Tenant, and City expressly reserves the right to require Tenant to surrender
possession of the Demised Premises to City as provided in this Lease upon the
expiration or other termination of the Lease.
2.2 Option Periods. City is given the option(s) to extend the term on all provisions
contained in this lease for the period specified in Section 1.2 (Lease Term)
following the expiration of the initial term or any other extended term properly
exercised hereunder, by giving notice of exercise of the option ("option notice") to
Tenant at least sixty (60) days before the expiration of the initial term or any other
extended term properly exercised hereunder. If Tenant is in default on the date the
extended term is to commence, the extended term shall not commence and this
Lease shall expire at the end of the initial term or properly exercised extended
term.
Legend Aire, Inc.—Facility Rental Page 2 of 17
Non-Exclusive Operating& Lease Agreement
Palm Springs International Airport
2.3 Termination Prior to Expiration Of Term. This Section shall govern any termination
of this Agreement. The City reserves the right to terminate this Agreement at any
time, with or without cause, upon thirty (30) days' written notice to Tenant, except
that where termination is due to the fault of the Tenant, the period of notice may be
such shorter time as may be determined by the City. In addition, the Tenant
reserves the right to terminate this Agreement at any time with or without cause,
upon thirty (30) days' written notice to City, except that where termination is due to
the fault of the City, the period of notice may be such shorter time as the Tenant
may determine. Upon receipt of any notice of termination, Tenant shall
immediately cease all services hereunder, except such as may be specifically
approved by the Contract Officer. If termination of this agreement is undertaken by
the City without cause, City shall reimburse Tenant for Tenant's actual construction
cost of any new improvements installed subsequent to the execution of this Lease
and pursuant to the provisions of Section 5.1 of this Lease, less depreciation at the
rate of 20% per year from date of this Lease, regardless of when such
improvements are installed. The reimbursement provided above shall be Tenant's
sole and exclusive remedy and form of compensation, costs or damages, including
Relocation Assistance benefits (Sec. 7260 et seq. of the California Government
Code), due to termination, re-entry or acquisition by City.
Section 3. RENTAL.
3.1 Yearly Rental,.ntal._ Tenant shall pay to City, during the term of this Lease from and
,
after the Commencement Date as monthly rental for the Demised Premises the
sum specified in Section 1.3 hereof, which sum shall be paid in advance on the first
day of each agreement month.
3.2 Real_Propeqy Taxes. In addition to all rentals herein reserved, Tenant shall pay, at
the election of City, either directly to the taxing authority or to City, any annual real
estate taxes and assessments levied upon the Demised 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,
if any. (Tenant specifically acknowledges that the interest granted under this
Lease may be subject to possessory interest taxes.) Such amount shall be paid on
the date that is twenty (20) days prior to the delinquent date or, if City receives the
tax bill, ten (10) days after receipt of a copy of the tax bill from City, whichever is
later. Even though the term of this Lease has expired and Tenant has vacated the
Demised Premises, when the final determination is made of Tenant's share of such
taxes and assessments, Tenant shall immediately pay to City the amount of any
additional sum owed.
3.3 Personal Property Taxes. During the term hereof Tenant shall pay prior to
delinquency all taxes (if any) assessed against and levied upon fixtures,
furnishings, equipment and all other personal property of Tenant contained in the
Demised Premises, and when possible tenant shall cause said fixtures, furnishings,
equipment and other personal property to be assessed and billed separately from
the real property of City.
Legend Aire, Inc. —Facility Rental Page 3 of 17
Non-Exclusive Operating & Lease Agreement
Palm Springs International Airport
3.4 Utilities. All cost for water, gas, sewer, heat or electricity used in connection with
the heating or air conditioning furnished to the Demised Premises shall be paid by
the City. Tenant shall pay before delinquency all charges for telephone service,
trash removal and all other services and utilities used in, upon, or about the
Demised Premises by Tenant.
3.5 Late Payment. Tenant hereby acknowledges that late payment by Tenant to City
of rental or other sums due hereunder will cause City 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 Tenant not paid
within five (5) days of its due date shall be subject to a five percent (5%) late
charge. City and Tenant agree that this late charge represents a reasonable
estimate of such costs and expenses and is fair compensation to City for its loss
suffered by such late payment by Tenant.
3.6 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.
3.7 Security Deposit. Tenant shall provide a security deposit in the amount specified in
Section 1.5 hereto. Said deposit shall be paid at the commencement of Lease
Term. Upon termination of this Lease and provided that all amounts due to the City
are paid, and the Demised Premises has been returned to the City in the same
condition as received by the Tenant, the deposit shall be returned to the Tenant. In
the event fees are not paid or if the Demised Premises are damaged, City shall
have the right, but not the obligation to draw upon the deposit to cover said costs.
Upon termination of this Lease any balance of the deposit not drawn against shall
be paid to the Tenant.
Section 4. USE OF THE PREMISES.
4.1 Permitted Uses. Demised Premises may be utilized to conduct Commercial
Aeronautical permitted activities based upon the Airport Rules and Regulations.
No Aircraft maintenance may be performed on the Demised Premises, Hangar or
Apron area.
4.2 Compliance with Laws. Tenant shall, at its sole 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 Demised 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.
Legend Aire, Inc. —Facility Rental Page 4 of 17
Non-Exclusive Operating& Lease Agreement
Palm Springs International Airport
Tenant shall not engage in any activity on or about the Demised Premises that
violates any Environmental Law, and shall promptly, at Tenant's sole cost and
expense, take all investigatory and/or remedial action required or ordered by any
governmental agency or pursuant to any Environmental Law for clean-up and
removal of any contamination involving any Hazardous Material created or caused
directly or indirectly by Tenant. 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 M.; (iii) California Health and Safety Code
Sections 25 100 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. Tenant 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. Tenant shall provide prompt written notice to City of
the existence of Hazardous Substances on the premises and all notices of violation
of the Environmental Laws received by Tenant.
4.3 No Exclusive Rights. 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.
4.4 Public Facilities, Ingress, Egress and Quiet Enjoyment. City agrees that Tenant,
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 parking facilities adjacent to the Demised Premises and Tenant shall
have a reasonable right of ingress to and egress from the Demised Premises and
the public facilities for its employees, visitors and customers.
4.5
Rules and Regulations. Tenant shall faithfully observe and comply with the any
rules and regulations that City shall from time to time promulgate and/or modify.
Any amendment or modification of the Airport Rules and Regulations shall be
Legend Aire, Inc. --Facility Rental Page 5 of 17
Non-Exclusive Operating & Lease Agreement
Palm Springs International Airport
binding upon the Tenant upon delivery of a copy of such amendment or
modification to Tenant. City shall not be responsible to Tenant for the
nonperformance of any said rules and regulations by any other tenants or
occupants. The Airport Rules and Regulations shall apply and be enforced as to all
tenants in the Demised Premises on a uniform basis.
4.6 Financial Penalties — Security Infractions. Tenant shall be responsible for any
financial penalties associated with causing security infractions related to
Transportation Security Administration regulations.
4.7 U.S. Customs — Non Interference. Tenant shall not impede the adjoining U.S.
Customs operation inside or outside of the facility.
4.8 Sublease Agreements. Tenant may enter into sublease agreements with the
current Commercial Operator tenants as follows: AAA Limousine, Ultimate
JetCharter and Ackland Biplane Adventures after confirmation that the Commercial
Operator Permit for each sublease is current. Tenant may not enter into any new
Sublease Agreements with a Commercial Operator without advance written
approval of the City.
4.9 Vehicle Parking Area. 8,246.5 SF in parking lot which currently contains 19
spaces. Tenant may sublease eight spaces (3,605 SF) to other Commercial
Operator Tenants for exclusive use - eight designated parking spaces #1-4 and #9-
12 on Exhibit "A. Signature Flight Support may cross Demised Premises to reach
parking spaces#20-29 in parking lot as depicted on Exhibit"A".
4.10 Si naYge. All exterior signage must be approved in advance by the City. All
signage must also meet the requirements of the Palm Springs Municipal Code
Signage Ordinance.
4.11 Non-Dedicated Aircraft Parking Spaces. Tenant will be granted two non-dedicated
aircraft parking spaces in the Signature Flight Support Hangar 1 adjacent to the
Flight School Demised Premises at no charge from Signature Flight Support during
the term of the agreement.
Section 5. ALTERATIONS AND REPAIRS.
5.1 Improvements, Alterations and Fixtures. Tenant shall not make or suffer to be
made, any alterations or improvements to the Demised Premises, or any part
thereof, without the prior written consent of City, and any alterations or
improvements to the Demised 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 City free and clear of any liens or
encumbrances. Any such alterations or improvements shall be in conformance with
the requirement 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 City. City
Legend Aire, Inc.—Facility Rental Page 6 of 17
Non-Exclusive Operating &Lease Agreement
Palm Springs International Airport
may require that any such alterations or improvements be removed prior to the
expiration of the term hereof. Any removal of alterations or improvements or
furniture and trade fixture shall be at Tenant's expense and accomplished in a good
and workmanlike manner. Any damage occasioned by such removal shall be
repaired at Tenant's expense so that the Demised Premises can surrender in a
good, clean and sanitary condition as required by Section. 5.2 hereof. All fixtures,
improvements and appurtenances installed by Tenant 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.
5.2 Maintenance and Repair. Tenant shall, subject to City's obligations hereinafter
provided, at all times during the term hereof, and at Tenant's sole cost and
expense, keep, maintain and repair the Demised Premises and other
improvements within the Demised Premises in good and sanitary order, condition,
and repair (except as hereinafter provided). Maintenance will include pest control
services. City shall, at its sole cost and expense, be responsible for any alterations
or improvements to the Demised Premises necessitated as a result of the
requirement of any municipal, state or federal authority. By entering into the
Demised Premises, Tenant shall be deemed to have accepted the Demised
Premises as being in good and sanitary order, condition and repair, and Tenant
agrees on the last day of said term or sooner termination of this Lease to surrender
the Demised 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. City shall be
responsible for roof and window repairs and any associated water damage repairs.
5.3 Free From Liens. Tenant shall keep the Demised Premises free from any liens
arising out of any work performed, material furnished, or obligation incurred by
Tenant or alleged to have been incurred by Tenant.
5.4
City's Reserved Rights. City reserves the right to further develop or improve the
aircraft operating area of the Airport as it sees fit, and City reserves the right to take
any action it considers necessary to protect the aerial approaches of the Airport
against obstruction, together with the right to prevent Tenant from erecting or
permitting to be erected any building or other structure on the Demised premises
which, in the opinion of City, would limit the usefulness of the Airport or constitute a
hazard to aircraft.
5.5 Lease to United States. During the time of war or national emergency, City shall
have the right to lease the landing area or any part thereof to the United States
Government for military or naval use, and, if such lease is executed, the provisions
of this Lease insofar as they are inconsistent with the provisions of the lease to the
Government shall be suspended and, in that event, a just and proportionate part of
the rent hereunder shall be abated, and the period of such closure shall be added
to the term of this Lease so as to extend and postpone the expiration thereof
unless the Tenant otherwise elects to terminate this Lease.
Legend Aire, Inc.—Facility Rental Page 7 of 17
Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
Section 6. INSURANCE AND INDEMNIFICATION.
6.1 Insurance. Prior to its ability to access the Demised Premises, Tenant 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:
6.1.1 Workers' Compensation Insurance. Workers' Compensation Insurance in an
amount required by the laws of California and Employer's Liability Insurance in an
amount not less that ONE MILLION DOLLARS ($1,000,000) combined single limit
for all damages arising from each accident or occupational disease.
6.1.2 Commercial General Liability. Commercial General Liability Insurance,
written on a per-occurrence and not a claims-made basis, with a combined single
limit of at least TWO MILLION DOLLARS ($2,000,000) bodily injury and property
damage including coverages for contractual liability, personal injury, independent
contractors, broad form property damage, products and completed operations.
6.1.3 Aircraft and Automobile Liability Insurance. A policy of comprehensive aircraft
and on-premises automobile liability insurance, written on a per-occurrence basis,
in an amount not less than TWO MILLION DOLLARS ($2,000,000) combined
single limit covering all owned, non-owned, leased, and hired aircraft / vehicles
used in connection with operations occurring on the Demised Premises.
6.1.4 Other Insurance. Tenant, at its sole expense, shall maintain fire and
extended coverage insurance throughout the term of this Lease written on a per-
occurrence basis on the Demised Premises, its trade fixtures, equipment, personal
property and inventory within the Demised Premises from loss or damage to the
extent of the full replacement value, as well as such other policies of insurance
including, but not limited to, casualty insurance, business interruption insurance,
and fidelity insurance, as may be required by the nature of operations.
6.1.5 General Provisions. The above insurance shall be primary and no other
insurance maintained by the City will be called upon to contribute to a loss. All
polices except Workers Compensation shall have the City named as an additional
insured. Workers Compensation insurance of the Tenant shall contain a waiver-of-
subrogation clause in favor of the City, its officers, directors, officials, agents,
employees, volunteers, and representatives. All policies of insurance required to
be obtained by Tenant hereunder shall be issued by insurance companies
authorized to do business in California and must be rated no less than A-, VII or
better in Best's Insurance Guide. Prior to engaging in any operations hereunder,
Tenant shall deliver to City certificate(s) of insurance and original endorsements
evidencing the coverages specified above. Such policies shall not be cancelled or
materially altered to the detriment of City or Tenant without the insurer providing
City with thirty (30) days' written notice.
Legend Aire, Inc.—Facility Rental Page 8 of 17
Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
6.2 Indemnification by Tenant. Tenant shall indemnify, defend (with counsel
designated by City), protect and hold harmless City, City's Parties and the
Releasing Parties from and against any and all claims, demands, judgments,
actions, damages, losses, penalties, liabilities, costs and expenses (including,
without limitation, attorney's fees and court costs) arising at any time directly or
indirectly from or in connection with (i) any default in the performance of any
obligation by Tenant to be performed under the terms of this Lease, (ii) Tenant's
use of the Demised Premises, or (iii) the conduct of Tenant's business or any
activity, work or things done, permitted or suffered by Tenant in or about the
Demised Premises, except to the extent caused by City's sole negligence or willful
misconduct. The obligations of Tenant under this Article 6 shall survive the
expiration or earlier termination of this Lease.
Tenant, as a material part of the consideration to City, hereby assumes all risk of
damage to the Demised Premises, including, without limitation, injury to persons in,
upon or about the Demised Premises during Tenant's use of the Demised
Premises, except where such damage or injury is caused solely by the negligence
or willful misconduct of the City or the City's Parties. Tenant hereby waives all
claims with respect thereof against City. City shall not be liable for any injury to the
Tenant, or injury to or death of any of Tenant's Parties, or injury to or death of any
other person in or about the Demised Premises from any cause except to the
extent caused solely by the negligence or willful misconduct of the City or the City's
Parties.
6.3 Assumption of All Risks and Liabilities. Tenant assumes all risks and liabilities
arising out of any and all use of the Demised Premises by Tenant or Tenant's
Parties, except where such damage or injury is caused solely by the negligence or
willful misconduct of the City or the City's Parties.
Section 7. ABANDONMENT AND SURRENDER.
7.1 Abandonment. Tenant shall not vacate or abandon the Demised Premises at any
time during the term of this Lease; and if Tenant shall abandon, vacate or
surrender the Demised Premises or be dispossessed by process of law, or
otherwise, any personal property belonging to Tenant and left on the Demised
Premises shall be deemed to be abandoned, at the option of City, except such
property as may be mortgaged to City.
It is further covenanted and agreed that voluntary failure and discontinuance by
and on the part of the Tenant, its successors and assigns, to occupy, use and
enjoy said herein Demised Premises for the purposes herein stated, for a
continuous period of six (6) successive months shall, at City's election, constitute
an abandonment hereunder.
7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Tenant or a
mutual cancellation thereof, shall not work a merger, and shall, at the option of
City, terminate all provisions of existing lease.
Legend Aire, Inc.—Facility Rental Page 9 of 17
Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
Section 8. DAMAGE AND DESTRUCTION OF THE DEMISES PREMISES.
In the event of (a) partial or total destruction of the Demised Premises during the term of
this Lease, which requires repairs to the Demised Premises, or (b) the Demised Premises being
declared unsafe or unfit for occupancy by any authorized public authority for any reason, which
declaration requires repairs to the Demised Premises, City shall have the option to forthwith
make said repairs or to exercise Section 2.3 Termination Prior to Expiration of Term.
Section 9, ASSIGNMENT.
Tenant shall not assign this Lease, the Demised Premises or any interest therein without
the written consent of the City. Any assignment without the prior written consent of City shall be
void, shall constitute a material breach of this Lease, and shall, at the option of City, terminate
this Lease.
Section 10. ENCUMBRANCE.
This Agreement may not be encumbered.
Section 11. DEFAULT AND REMEDIES.
11.1 In the event Tenant fails to perform any obligations under this Lease and after the
expiration of any cure period, City may terminate Tenant's right to possession of
the Demised Premises by any lawful means, in which case the Lease shall
terminate.
11.2 Neither party shall be deemed to be in default in the performance of any obligation
required to be performed by it hereunder unless and until it has failed to perform
such obligation within thirty (30) days after written notice by the other party
specifying in reasonable detail the nature and extent of any such failure; provided,
however, that if the nature of the obligation is such that more than thirty (30) days
are required for its performance, then the party shall not be deemed to be in default
if it shall commence such performance within such thirty (30) day period and
thereafter diligently prosecutes the same to completion.
Section 12 ENFORCEMENT OF LAW
12.1 Governing Law. This Lease shall be governed by, interpreted under, and
construed and enforced in accordance with the laws of the State of California.
12.2 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, and regulations of the
Legend Aire, Inc. —Facility Rental Page 10 of 17
Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
City and any Federal, State, or local governmental agency having jurisdiction in
effect at the time service is rendered.
12.3 Waiver. The waiver of any breach of any provision hereunder by City or Tenant
shall not be deemed a waiver of any preceding or subsequent breach hereunder.
No failure or delay of any Parry in the exercise of any right given hereunder shall
constitute a waiver thereof nor shall any partial exercise of any right preclude
further exercise thereof.
12.4 Severability. If any paragraph, section, sentence, clause or phrase contained in
this Lease shall become illegal, null or void, against public policy, or otherwise
unenforceable, for any reason, or held by any court of competent jurisdiction to be
illegal, null or void, against public policy, or otherwise unenforceable, the remaining
paragraphs, sections, sentences, clauses or phrases contained in this Lease shall
not be affected thereby.
12.5 Termination Prior to Expiration of Term due to Bankruptcy_. The parties agree that
if Tenant: (i) files a petition in bankruptcy, (ii) is adjudicated bankrupt, (iii) if a
petition in bankruptcy is filed against Tenant and not discharged within thirty (30)
days, (iv) if Tenant becomes insolvent or makes an assignment for the benefit of its
creditors or an arrangement pursuant to any bankruptcy law, or (v) if a receiver is
appointed for Tenant or its business during the Term of this Lease, City may
terminate this Lease upon twenty-four (24) hours' written notice to Tenant.
12.6 Attorney's Fees_ If either party to this Lease is required to initiate or defend or
made a party to any action or proceeding in any way connected with this Lease,
the prevailing party in such action or proceeding in addition to any other relief,
which may be granted, shall be entitled to reasonable attorney's fees and costs.
Section 13. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION.
13.1 Non-liability of City Officers and Employees. No officer or employee of the City
shall be personally liable to the Tenant, or any successor in interest, in the event of
any default or breach by the City or for any amount, which may become due to the
Tenant or to its successor, or for breach of any obligation of the terms of this
Lease.
13.2
Conflict of Interest. No officer or employee of the City shall have any financial
interest, direct or indirect, in this Lease nor shall any such officer or employee
participate in any decision relating to this Lease which effects his financial interest
or the financial interest of any corporation, partnership or association in which he
is, directly or indirectly, interested, in violation of any State statute or regulation.
Tenant warrants that it has not paid or given and will not pay or give any third party
any money or other consideration for obtaining this Lease.
13.3 Standard Covenant_.Aga i nst Discrimination. Tenant covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them,
Legend Aire, Inc.—Facility Rental Page 11 of 17
Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
that there shall be no discrimination against or segregation of, any person or group
of persons on account of race, color, creed, religion, sex, marital status, national
origin, or ancestry in the performance of this Lease. Tenant shall take affirmative
action to insure that applicants are employed and that employees are treated
during employment without regard to their race, color, creed, religion, sex, marital
status, national origin, or ancestry.
13.4 Americans With Disabilities Act. In its operation of Demised Premises, Tenant
shall comply with the Americans with Disabilities Act and all federal regulations
applicable under the Act.
Section 14. FAA REQUIRED PROVISIONS.
14.1 Tenant, as a part of the consideration for this Lease, covenants and agrees "as a
covenant running with its interest in property" that in the event facilities are
constructed, maintained, or otherwise operated on the Airport or the Demised
Premises for a purpose for which a Department of Transportation ("DOT") program
or activity is extended or for another purpose involving the provision of similar
services or benefits, the Tenant shall maintain and operate such facilities and
services in compliance with all other requirements imposed pursuant to Title 49,
Code of Federal Regulations DOT, Part 23, Nondiscrimination in Federally
Assisted Programs of the Department of Transportation-Effectuation of Title VI of
the Civil Rights Act of 1964, as such regulations may be amended from time to
time.
14.2 This Lease is subject to the requirements of the U.S. Department of
Transportation's regulations, 49 CFR Part 23. The Tenant or contractor agrees
that it will not discriminate against any business owner because of the owner's
race, color, national origin or sex in connection with the award or performance of
any concession agreement, management contract, or subcontract, purchase or
lease agreement or other agreement covered by 49 CFR part 23.
14.3 The Tenant or contractor agrees to include the above statements in any
subsequent concession agreement or contract covered by 49 CFR Part 23, that it
enters and causes those businesses to similarly include the statements in further
agreements.
14.4 In the event of a breach of the covenants specified in Subsection 14.1 and 14.2 of
this Lease, City shall have the right to terminate this Lease and to reenter and
repossess the Demised Premises and the facilities thereon and hold the same as if
said Lease had never been made or issued. This provision does not become
effective until the procedures of Title 49, Code of Federal Regulations, Part 23 are
followed and completed, including the expiration of any appeal rights.
14.5 Tenant shall furnish its services on a fair, equal, and not unjustly discriminatory
basis to all users thereof and it shall charge fair, reasonable, and not unjustly
discriminatory prices for its services; provided that Tenant may be allowed to make
Legend Aire, Inc. —Facility Rental Page 12 of 17
Non-Exclusive Operating& Lease Agreement
Palm Springs International Airport
reasonable and nondiscriminatory discounts, rebates, or other similar type of price
reductions to volume purchases or other rational, reasonable basis. Non-
compliance with this provision shall constitute a material breach of this Lease and
in the event of such non-compliance, City shall have the right to terminate this
Lease and any interest in property created without liability or at the election of the
City or the United States either or both Governments shall have the right to
judicially enforce this provision.
14.6 Tenant agrees that it shall insert the above five provisions in any lease or contract
by which Tenant grants a right or privilege to any person, partnership, or
corporation to render services to the public on the Demised Premises pursuant to
this Lease. Nothing in this provision shall be construed as waiving any obligations
or requirements of the Tenant pursuant to Subsection 4.3 of this Lease or abrogate
the rights of the City pursuant to such subsection.
14.7 This Lease shall be subordinate to the provisions and requirements of any existing
or future agreement between the City and the United States relative to the
development, operation, or maintenance of the Airport.
14.8 This Lease, and all provisions hereof, shall be subject to whatever right the United
States Government now has or in the future may have or acquire, affecting the
control, operation, regulation, and taking over of the Airport or the exclusive or non-
exclusive use of the Airport by the United States during a time of war or national
emergency.
Section 15 MISCELLANEOUS PROVISIONS
15.1 Headings. The headings of this Lease are for purposes of reference only and shall
not limit or define the meaning of the provisions of this Lease.
15.2 Counterparts. This Lease may be signed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute one
instrument.
15.3 Labor Disputes. Tenant shall give prompt notice to City of any actual or potential
labor dispute which delays or may delay performance of this Lease.
15.4 California Law. This Lease shall be construed and interpreted both as to validity
and to performance of the parties in accordance with the laws of the State of
California. Legal actions concerning any dispute, claim or matter arising out of or in
relation to this Lease shall be instituted in the Superior Court of the County of
Riverside, State of California, or any other appropriate court in such county, and
Tenant covenants and agrees to submit to the personal jurisdiction of such court in
the event of such action.
15.5 Disputes. In the event of any dispute arising under this Lease, the injured party
shall notify the injuring party in writing of its contentions by submitting a claim
Legend Aire, Inc.—Facility Rental Page 13 of 17
Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
therefore. The injured party shall continue performing its obligations hereunder so
long as the injuring party commences to cure such default within ten (10) days of
service of such notice and completes the cure of such default within forty-five (45)
days after service of the notice, or such longer period as may be permitted by the
injured party; provided that if the default is an immediate danger to the health,
safety and general welfare, such immediate action may be necessary. Compliance
with the provisions of this Section shall be a condition precedent to termination of
this Lease for cause and to any legal action, and such compliance shall not be a
waiver of any party's right to take legal action in the event that the dispute is not
cured, provided that nothing herein shall limit City's or the Tenant's right to
terminate this Lease without cause pursuant to Subsection 2.3..
15.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this Lease, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such
rights or remedies shall not preclude the exercise by it, at the same or different
times, of any other rights or remedies for the same default or any other default by
the other party.
15.7 Legal Action. In addition to any other rights or remedies, either party may take legal
action, in law or in equity, to cure, correct or remedy any default, to recover
damages for any default, to compel specific performance of this Lease, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the
purposes of this Lease.
15.8 Reservation of City Rights. City reserves the right, but shall not be obligated to
Tenant, to maintain the Demised Premises and keep in good repair the Airport or
the Demised Premises. The City further reserves the right to direct and control all
activities of Tenant consistent with the provisions of this Lease.
15.9 Interpretation. The terms of this Lease shall be construed in accordance with the
meaning of the language used and shall not be construed for or against either party
by reason of the authorship of this Lease or any other rule of construction which
might otherwise apply.
15.10 Integration; Amendment. It is understood that there are no oral leases between the
parties hereto affecting this Lease and this Lease supersedes and cancels all
previous negotiations, arrangements, leases and understandings, if any, between
the parties, and none shall be used to interpret this Lease. This Lease may be
amended at any time by the mutual consent of the parties by an instrument in
writing.
15.11 Corporate Authority.The persons executing this Lease 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 Lease on behalf of said party, (iii) by so
executing this Lease, such party is formally bound to the provisions of this Lease,
and (iv) the entering into this Lease does not violate any provision of any other
Lease to which said party is bound.
Legend Aire, Inc.—Facility Rental Page 14 of 17
Non-Exclusive Operating & Lease Agreement
Palm Springs International Airport
15.12 Notice. Any notice required or permitted to be given hereunder shall be in writing
and signed by the Party, officer or agent of the Party to whom it is to be sent, and
shall be either: (1) personally delivered to the Party to whom it is to be sent, or (2)
sent via overnight courier services, or (3) sent via certified or registered mail, return
receipt requested, postage prepaid to the respective addresses, or such other
addresses as the Parties may specify in writing:
To City: Palm Springs International Airport
Attn: Executive Director-Aviation
3400 East Tahquitz Canyon Way, Suite OFC
Palm Springs, California 92262-6966
To Tenant: Legend Aire, Inc. dba
The Flight School At Palm Springs
210 N. El Cielo Rd.
Palm Springs, CA 92262
15.13
Entry and Inspection. Tenant shall permit Landlord and its agents to enter into and
upon the Demised Premises at all reasonable times for the purpose of inspecting
the same or for the purpose of maintaining the Demised Premises as required by
the terms of this Lease.
(Signatures on next page)
Legend Aire, Inc.—Facility Rental Page 15 of 17
Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written
above.
ATTEST: CITY OF PALM SPRING
-� a municipal corporatio
5APPRQVED
City Clerk City Manager
AS TO FORM: APPROVED BY CITY COUNCIL
City Attorney
CONTRACTOR: Check one: Individual Partnership Corporation
Corporations require two not ized signatures: One from each of the foll wing: A. Chai an of Board, President,
or any Vicp President: Secretary, Assistant Secretary, Treas r, ssistant Tr urer, or Chief Financial
Officer.
By: By:
Signature(notariz d) Si ture(notarized)
Name: f 404 b T?' r( Name: GL'� f �,� } L ,
(
Title: tl g7O Title:
wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww•awawww,t•,t•rwwxwxxeexxwxn+axxe+rxwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww
State of MLI FORUV O State of ��Z lr-o"//i
County of R �� ��� County of Pt0L-A?&( C
Ong 9� 1L before me, JLA /V,�/U On ! 1d before me,
personally appeared ANINEAS PUT Z I personally appeared W&EVE C- tothE
who proved to me on the basis of satisfactory who proved to me on basis of satisfactory
evidence to be the personW whose name(s) evidence to be the person(*whose name('
is/ape subscribed to the within instrument is/ape subscribed to the within instrument
and acknowledged to me that he/sbeAhW and acknowledged to me that he/sf effty
executed the same in his/hadtlieir authorized executed the same in his/gaOOieir authorized
capacity(jes), and that by his/hwA*eir capacity(iea); and that by his/heAt#eir-
signature(.) on the instrument the person(W, signatures( on the instrument the person(s'
or the entity upon behalf of which the or the entity upon behalf of which the
person(o acted, executed the instrument. person(ppacted, executed the instrument.
I certify under PENALTY OF PERJURY I certify under PENALTY OF PERJURY
under the laws of the State of California that under the laws of the State of California that
the foregoing paragraph is true and correct. the foregoing paragraph is true and correct.
WITNESS my hand and official seal. �A ,- l WITNESS my hand and official seal. M
Notary Signaturec;)(�M: ��''"l"-v�v Notary Signature: /�/
Notary Seal: m Notary Seal:
Como"•11111111111573 CenMtriWn 0111403
M*WY Fulk-COW111i111 ft"P"-Ct11MuW
Rtvrn"Cevoy 0"110
Cantu. 16 1
Legend Aire, In 19 Page-lawl it
Non-Exclusive Operating & Lease Agreement
Palm Springs International Airport
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written
above.
ATTEST: CITY OF PALM SPRING
a municipal corporation
By: By:
City Clerk City Manager
APPROVED A TO FO
By:
City Attorney
CONTRACTOR: Check one: Individual Partnership Corporation
Corporations require two notarized signatures: One from each of the following: A. Chairman of Board, President,
or any Vice President: AND B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial
Officer.
By: By:
Signature (notarized) Signature(notarized)
Name: Name:
Title: Title:
wwwwxwwwww•wwwwwwwwwwwwwwwwwwwwwwwwwxwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww+wwwwwwwwwwwwww
State of State of
County of County of
On before me, On before me,
personally appeared personally appeared
who proved to me on the basis of satisfactory who proved to me on basis of satisfactory
evidence to be the person(s)whose name(s) evidence to be the person(s)whose name(s)
is/are subscribed to the within instrument is/are subscribed to the within instrument
and acknowledged to me that he/she/they and acknowledged to me that he/she/they
executed the same in his/her/their authorized executed the same in his/her/their authorized
capacity(ies), and that by his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), signatures(s) on the instrument the person(s)
or the entity upon behalf of which the or the entity upon behalf of which the
persons) acted, executed the instrument. person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY I certify under PENALTY OF PERJURY
under the laws of the State of California that under the laws of the State of California that
the foregoing paragraph is true and correct. the foregoing paragraph is true and correct.
WITNESS my hand and official seal. WITNESS my hand and official seal.
Notary Signature: Notary Signature:
Notary Seal: Notary Seal:
Legend Aire, Inc.—Facility Rental Page 16 of 17
Non-Exclusive Operating & Lease Agreement
Palm Springs International Airport
Exhibit"A"
Demised Premises
A Portion of the Old Signature Corporate Facility
210 N. El Cielo Road
Palm Springs, CA 92262
See Attached
Demised Premises Summary
Total Square Footage = 13,599.5
First Floor--4,077 SF
Second Floor— 1,096 SF
Parking Lot— 8,426.5 SF (Spaces#1 -#19)
(3,605 SF Parking Spaces #14 and #9-12 may be subleased to other Commercial Operators)
Apron — None
Hangar- None
Legend Aire, Inc. —Facility Rental Page 17 of 17
Non-Exclusive Operating&Lease Agreement
Palm Springs International Airport
i
Legend: 1 `
210 N. Ef Cielo Rd.
Palm Springs, Ca 922 1fi chief instructor office ICo
door
Exit
1 st FLOOR 4:5'
15,
=75_P� 14'
flight support 9,
v restroom 7 5'
restroom I O'
" - C:Fi office
I� �.. r
CH office#2 a'
j , DOJ 10Lk
t ` 5
os CFi office#1
5 yb sF
g` r 14'
_rr
101
N
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13' 15'
13QSF �Sr✓ V1
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IF- s
33'
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- 15'
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14'
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