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Home My WebLink About05907 - PARADIES SHOPS LLC SUPPLEMENTAL STORAGE SPACE USE AGR Kathie Hart From: Mark Jucht Sent: Monday, February 18, 2013 10:40 AM To: Kathie Hart Subject: RE: Paradies Agreements A5241, A5906, and A5907 Yes Kathie, With the Supplemental Agreement signed on January 15, 2013 for the one year term, and now affiliated to the master A 4159. These three files should be able to be closed. -let me know if you have any questions, thank you. Mark Jucht Airport Administration Manager Palm Springs International Airport 3400 E. Tahquitz Canyon Way Palm Springs, CA 92262 ,a \(NI\ mark.iucht@palmspringsca.gov (760)318-3808 From: Kathie Hart Sent: Sunday, February 17, 2013 3:18 PM To: Mark Jucht Subject: RE: Paradies Agreements A5241, A5906, and A5907 My interpretation is these files may be closed. Kathie Hart; CMC Chief Deputy City Clerk City of Palm Springs (760)323-8206 3200 E Tahquitz Canyon Way A (760)322-8332 Palm Springs, CA 92262 10Kathie.Hort@Paltn&C6 gs .goov Please note that City Hall is open 8 a.m. to 6 p.m. Mayday throuyh Thursday, and closed on Nidays at this time. From: Mark Jucht Sent: Sunday, February 17, 2013 3:07 PM To: Kathie Hart Subject: Re: Paradies Agreements A5241, A5906, and A5907 These were recently consolidated and renewed. Sent from my iPhone On Feb 17, 2013, at 2:53 PM, "Kathie Hart" <Kathie.HartCo@palmsprings-ca.gov>wrote: Mark: Our records show these are supplemental space agreements and they have all expired. Are these agreements ready to be closed. May I close the agreement files? 1 I THE PARADIES SHOPS LOU BOTTINO Senior Vice President/ Chief Operating Offuer February 4,2010 Tom Nolan Executive Director City of Palm Springs Palm Springs Regional Airport 3400 E.Tahquirz Canyon, Suite OFC Patin Springs, CA 92262 Re: Lease Agreement for Concessions at the Palm Springs International Airport dated November 1, 1999 between the City of Palm Springs and Paradies Shops,L.L.0,an affiliate of The Paradies Shops,Inc.,as amended(the "Agreement") Dear Mr.Nolan: I am excited to inform you that The Paradies Shops,Inc. and its affiliated companies will be teaming with a new financial partner in the near future. On January 27,2010,each of the shareholders of The Paradies Shops,Inc. agreed to sell,effectively,a 70%interest in the Paradies companies to a private equity fund managed by Freeman Spogli&Co. Freeman Spogli is a well-established company,having over 26 years of experience in investing in retail,distribution and direct marketing companies. They have invested approximately S2.5 billion in 42 companies, including such companies as Advance AutoParts and hhgregg. We believe that having a strong financial backer with a proven track record for success will benefit our company as we continue to grow our business. The transaction with Freeman Spogli involves two components. First,the Paradies shareholders have agreed to effectuate a restructuring so that all of their equity interests currently held directly in the various Paradies companies (including,without limitation,The Paradies Shops, Inc.,Paradies Shops,L.L.C.,and others)will be contributed to, and held by,a newly formed holding company which will be a Delaware limited liability company. We refer to this transaction as the'Restructuring". Second,the Paradies shareholders will sell a 70%interest in the newly formed holding company to an affiliate of Freeman Spogli(with certain Paradies shareholders retaining the remaining 30% interest). We refer to this transaction as the"Change of Control Transaction." The Change of Control Transaction will be financed through a combination of equity and debt financing. We expect our transaction with Freeman Spogli to proceed seamlessly and without interruption to our business relationship with you. Gregg Paradies will continue to head up our business as Chief Executive Officer and President,Lou Bottino will continue as Senior Vice President and Chief Operating Officer and Don Marek will continue as Senior Vice President and Chief Financial Officer. All of our other officers and management will continue in their current positions as well. We hope to complete our uransaction no later than May 31,2010. Please consider this our request for consent to the Change of Control Transaction required by Section 10.1 (attached)of the Agreement noted above and any other provisions of the Agreement that may require your consent in connection therewith(and,to the extent required,for our Restructuring as well), as well as your waiver of any minimum advance notice periods required by the Agreement. The lenders of the debt portion of the financing for the Change of Control Transaction require that we provide security for the contemplated debt financing,and we therefore request your consent in advance to a guaranty by The Paradies Shops,Inc. and Paradies Shops,L.L.C.with respect to the debt financing,a pledge of,and a security interest in,the assets of The Paradies Shops, Inc, and Cyr i 41h� 5950 FULTON INDUSTRIAL BOULEVARD,5.W./ATLANTA,GEORGIA 30336/(404)344.7905/FAX:(404)349.3226 a-_�.� c ..� ��. I1�Ii.� ry„ � W-yy�t�a � l w,.u, +� a^Y 1 .._ +// AA ��•� � I February 4,20 10 Tom Nolan Page 2 Paradies Shops, [.L.E,—and a pledge of,and security interest in,the new holding company's equity interests in The Paradies Shops,Inc.and Paradies Shops,L.L.C. We further request that you agree to allow Freeman Spogli and the lenders of the debt portion of the financing for the Change of Control Transaction to rely upon and be third party beneficiaries of your consents granted pursuant to this letter,and that you acknowledge the rights of such lenders to exercise their applicable creditors' rights(including with respect to foreclosure)with respect to such debt financing. We are happy to provide you with any additional information regarding Freeman Spogli and our transaction that you believe is necessary to evaluate this request. Please feel free to contact me at(404)344-7905 if you would like to discuss, or countersign below and fax your countersigned copy of this letter to us at(404)439-3226 at your earliest convenience. We have also provided a return Federal Express envelope for your convenience in returning the original. Sincerely, �ThheejPaarad�ies Shops,Inc. lU v< i " Lou Botthto Chief Operating Officcr The foregoing requests are acknowledged,agreed and granted,effective as of this S day of M/k2G4k' 2010 by: City of Palm Springs ATTEST: <1� Name: David H. Re , sg. , Ph.D. es Thompson Title: City Manager Yty Clerk rr� AP p OVCD BAY CITY COIL IL DPP 0 Q A5 TO FORM POn0h �I PROrVM B'CITY COUNCIL ft } �� 1�.1b•vH �S Alk1�°I iq•q�'1L�{ �P- F4�An�,i— City ARG-maY APPROVED BY CITY MANAGER on. k W Cho, L 0 L ktv4 1�G nhALkiow R�"6hvf P%WAi fh%06, k Ikyh61 pNOIWI SUPPLEMENTAL STORAGE SPACE USE AGREEMENT THE PARADIES SHOPS, LLC THIS SUPPLEMENTAL SPACE USE AGREEMENT, made and entered into as of this -A&_ day of 0.�� 2009, by and between the CITY OF PALM SPRINGS, a municipal corporation ("City") and PARADIES SHOPS, LLC, a Georgia limited liability company a subsidiary of the THE PARADIES SHOPS, a Georgia Corporation ("TENANT")- RECITALS A. City is the owner of the Palm Springs International Airport, ("Airport"), and operates thereon the Palm Springs Airport Terminal building ("Terminal"), B. Tenant currently is party to Lease Agreement No. 4159 for Concessions at the Palm Springs International Airport. C. Tenant requires additional storage space on the lower level of the Terminal during the remaining term of Agreement No. 4159. AGREEMENT NOW, THEREFORE, in consideration of the promises of the parties hereto and for good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, City and Tenant agree as follows: ARTICLE I PREMISES, RIGHTS AND PRIVILEGES City hereby offers to Tenant and Tenant takes from City, for its exclusive use except as otherwise noted, certain demised premises located in the terminal building, consisting of: Lower Level Storage Space (No. 4) containing 304 square feet as designated on Exhibit "A", attached hereto and made a part of this Agreement. Demised premises may be used by Tenant as a storage area for the storage of non-perishable supplies, fixtures and equipment required for the sale of merchandise. ARTICLE II TERM OF AGREEMENT The term of this Agreement shall be for a period commencing on November 1, 2009 and terminating on October 31, 2012. Paradies Storage Space No. 4 Agreement 1 Palm Springs International Airport ARTICLE III RENTALS, FEES AND OTHER CHARGES The rental rate for Storage Space No. 4 shall be computed at the rate of $20.06 per square foot per annum and shall be $508.19 per month, payable by Tenant to City, beginning on November 1, 2009 and the first day of each month thereafter. Rental Adjustments shall be based on current City of Palm Springs Comprehensive Fee Schedule for Lower Level Storage Space / Non Signatory. ARTICLE IV IMPROVEMENTS AND ALTERATIONS No improvements, alterations or additions; other than those heretofore installed or approved by City, shall be made upon the demised premises by Tenant with the written consent of City being first obtained. ARTICLE V MAINTENANCE AND OPERATION Section 1. Utilities. City shall provide electricity to the storage space. Section 2. Repair and Maintenance Tenant shall, at its sole cost and expense, maintain the demised premises, including all interior improvements, constructed or installed by City or Tenant therein and shall keep said premises in good condition and repair in a neat, clean and sanitary condition, and shall furnish janitorial service. Section 3. Trash, Garbage and Other Refuse. Tenant shall provide a complete and proper arrangement for the adequate, sanitary handling and disposal of all trash, garbage and other refuse caused as a result of the operation of its business. Tenant shall provide and use suitable, covered metal receptacles for all garbage, trash and other refuse on or in connection with the demised premises. Piling of boxes, cartons, barrels or other similar items in an unsightly or unsafe manner, on or about the demised premises, is forbidden. ARTICLE VI INSURANCE It is agreed by the parties that the broad insurance provisions provided under the Tenant's Lease agreement for Concessions No. 4159; a separate agreement, would also apply to the additional space provided for herein. Paradies Storage Space No. 4 Agreement 2 Palm Springs International Airport ARTICLE VI TERMINATION Termination for Convenience. City may terminate this Agreement for its convenience at any time, in whole or in part, by giving Tenant thirty (30) days written notice thereof. Upon said notice, City shall pay Tenant those allowable costs determined by the City, in its sole discretion, to be reasonably necessary to effect such termination. Thereafter, Tenant shall have no further claims against City under this Agreement. Tenant may terminate this Agreement at any time by giving City thirty (30) days written notice thereof. In the event Tenant fails to vacate the demised premises within thirty (30) days of written notice of termination of this Agreement given by either Tenant or City, Tenant agrees to allow City to remove and dispose of any property belonging to Tenant and shall reimburse City for the costs associated with said removal and disposal. Thereafter, Tenant shall have no further claims against City under this Agreement. ARTICLE VIII MISCELLANEOUS Section 1. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Section 2. The mailing address of City shall be: Palm Springs International Airport Executive Director of Aviation 3400 E. Tahquitz Canyon Way, Suite OFC Palm Springs, CA 92262 Until written notice of change thereof has been given to Tenant. Section 3. The mailing address of Tenant shall be, The Paradies Shops, Inc. 5950 Fulton Industrial Blvd, S.W Atlanta, Georgia 30336 Until written notice of change thereof has been given to City. Section 4. Corporate Authority. The persons 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 party is formally Paradies Storage Space No. 4 Agreement 3 Palm Springs International Airport 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 this party is bound. (Signatures on next page) Paradies Storage Space No. 4 Agreement 4 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 By. �+r� City Clerk City Ma r PPR &ST0 F / �� ✓ (pan^, rrr gv C{iY COUNCIL y y,CityAtt�or�r�er .F, C, NTRACTOR: Check one: Individual Partnership_Corporation C Corporations require two notarized signatures: One from each of the following: A. Chairman of Board, President,or any Vice President:AND S. Secretary,Assista t Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer, 5A pPS t C By: Apo, // / By: Y/ "I Signature(notarized) Signature (notarized) Name: Name: IO+AI-Ck GL)w l l eie� Title: S��-,yCV<�A^ Title: ��'41:- D,_-> State of L.' - ,17_��( State of County of _ County of On (T before me, .L &� L O kit onl L' beforeme,_ Dj., +,-�A �/^C.-fr7t';P✓ personally appeared �}7. �'P K personally appeared ii^ 'fAaG-e— personally known to me(or proved to me an personally%pawn to me or proved to me on the basis of satisfactory evidence)to be the the basis of satisfactory evidence)to be the person(s)whose name(s)is/are subscribed person(s)whose name(s)is/are subscribed to the within.instrument and acknowledged to the within Instrument and acknowledged to me that he/she/they executed the same to me that he/she/they executed the same in his/her/their authorized capaclty(ies),and in his/her/their authorized cep2city(1es),qnd that by his/her/their signatures(s)on the that by his/her/their signatures(s)on the instrument the person(s),or entity upon instrument the person(s),or entity upon behalf of which the person(s)acted, behalf of which the person(s)acted, executed the instrument, executed the instrument. WITNESS my hand d official seal. WITNESS my hand a d official s al, 'Notary Signature ! 'v�/rJ Notary Signature Notary Seal: _ Notary Seal: Jr)Fjorah W.Crckes Notary Public Deborah W. CrOker ,oweta County _; , Notary public Commission Exp wa/20io Coweta Count,', CA My Commission Exp 8/8/201® Paradies Storage Space No 4 Agreement Palm Springs International Airport Exhibit "A" (see attached) Paradies Storage Space No. 4 Agreement 6 Palm Springs International Airport Exhibit A Palm Springs International Airport �;----- Parodies Storage Space No. 4. Lower Level Terminal. 16 x 19 = 304SF ------------- C 16 19 ---•-� i Storage Space No. 4 - d �n