HomeMy WebLinkAbout1/21/2004 - STAFF REPORTS (7) DATE: January 21, 2004
TO: City Council
FROM: Acting Director of Aviation
SIGNATURE FLIGHT SUPPORT LEASE AGREEMENT
RECOMMENDATION:
That the City Council approve a lease agreement between the City of Palm Springs and
Signature Flight Support Corporation for Fixed Base Operator (FBO) services at the
Palm Springs International Airport with the new agreement superceding previous
agreement No.'s 684 and 3742 in a final form acceptable to the City Attorney.
SUMMARY
Approving a new lease agreement between Signature Flight Support Corporation and
the City of Palm Springs for FBO services at the Palm Springs International Airport
which supercedes and replaces agreement No.'s 684 and 3742.
BACKGROUND:
Airport staff has been working closely with Signature Flight Support Corporation in
regards to expanding their current leasehold area. In September, Airport staff made a
presentation to the Airport Commission regarding the proposed FBO expansion plans.
The expansion includes construction of 16 new 20,000 square foot box hangers, a new
executive terminal and 15,000 square foot transient hangar and future development of
vacant parcels.
The new lease agreement is intended to supercede previous agreement No.'s 684 and
3742 in order to streamline a very complicated trail of past agreements, addendums and
assignments which are all linked together. This consolidation will also simplify future
negotiations between all parties.
The following are some of the major provisions of the agreement:
Term: February 1, 2004 - January 31, 2044 (40 years)
Monthly Rental: Appraised Base Rental Amount $18,809.84/month
Parcel No.'s 1,2,3,4,6,7,8,9,10,11,12,13,14 and 01-2 including Options
Development: (16) 20,000 sq.ft. box hangars, Executive Terminal/Hanger
Option Agreement: 21.3 acre parcel/25year option period shall be $199,000.00
Executive Terminal: Includes 2,868 sq.ft. U.S. Customs Facility (existing terminal)
T-Hangars: M&O Included in Agreement- 1% Percentage Rental
It is anticipated that the construction cost for the new facilities will be in excess of $3
Million dollars. The Airport currently receives a land rental amount for parcels leased by
Signature in an amount of $203,201.04 annually. There are also percentage rental
revenue payments for retail jet fuel, aviation oil, landing fees, parking fees, Customs
fees, merchandise and catering. With the expanded leasehold areas in the lease
agreement,the annual land rental payment is estimated to be in excess of$225,718.12.
Palm Springs International Airport
Signature Flight Support Corporation
City Council Meeting: Dec. 17,2003
Page 2 of 2
Attached is a proposed site plan showing artist renderings of the proposed expansion.
The construction documents are currently under review with the Planning Department
and are consistent with the Airport's Master Plan Update recently completed. This
development opportunity is very important to the overall economic health of the Palm
Springs International Airport and Signature Flight Support Corporation. With the
relocation of Signature into a new executive terminal and hangar, airport staff will be
able to accommodate the new general aviation processing facility agreed upon with the
Bureau of Customs and Border Protection into the existing facility.
The Airport Commission reviewed the proposed lease agreement at its December 3,
2003 meeting and recommend City Council approval.
AB RR �JF� r
Acti Ire o of Aviation
APPROVEl3
City Manager
Attachments: (1) Minute Order
(1) Proposed Site Plan
(1) Lease Agreement
REVIEWED BY DEPT. OF FINANCE
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LEASE WITH SIGNATURE FLIGHT SUPPORT CORPORATION FOR FIXED BASE
OPERATOR (FBO) SERVICES AT THE PALM SPRINGS INTERNATIONAL AIRPORT
THIS LEASE ("Lease") is made and entered into this day of January, 2004 by
and between the CITY OF PALM SPRINGS, a municipal corporation ("City"), and SIGNATURE
FLIGHT SUPPORT CORPORATION, a Delaware corporation ("Tenant").
RECITALS
A. City entered into those certain lease agreements for certain real property located in
the Palm Springs International Airport in the City of Palm Springs, County of
Riverside, State of California ("Airport"), described as:
(i) Agreement No. 684 with Gates Aviation Corporation, dated
October 1, 1969, including duly authorized amendments, addenda, assignments
and extensions thereto, which agreement was assigned to Tenant by Consent to
Assignment of Lease dated May 3, 2002 (collectively "Agreement No. 684"); and
(ii) Agreement No. 3742, dated December 13, 1996, with AMR
Combs, Inc., including any duly authorized amendments, addenda and
extensions thereto, which agreement was assigned to Tenant by Consent to
Assignment of Lease dated May 3, 2002 (collectively "Agreement No. 3742").
B. City and Tenant wish to amend Agreements Nos. 684 and 3742, to extend the term,
remove certain parcels leased by Tenant, include certain other parcels for lease by
Tenant, impose construction obligations, and modify some of the financial obligations
of the parties there under.
C. City and Tenant believe that there exists significant confusion about the parties'
outstanding obligations under Agreement Nos. 684 and 3742 and creating further
amendments to such agreements to accomplish the desired amendments thereto
would further create confusion. Accordingly, the parties wish to enter into a new,
comprehensive lease agreement that incorporates certain terms of Agreements Nos.
684 and 3742, while including such desired modifications through the present Lease.
D. The parties wish to rescind Agreement Nos. 684 and 3742 and supercede such
agreements with the present Lease.
E, The City wishes to lease to Tenant and Tenant wishes to lease from City that portion
of the Airport defined in this Lease as the Demised Premises for use by Tenant in
connection with its non-exclusive fixed based operation services pursuant to the
terms of this Lease.
1. LEASE OF DEMISED PREMISES / TERMINATION OF AGREEMENT NOS. 684
and 3742.
In consideration of the promises, payments and obligations by Tenant under this Lease,
City hereby leases to Tenant the "Demised Premises", together with the improvements
located thereon, located in the Airport, as more particularly described in Exhibit "A"
hereto and depicted on Lease Property Plot Plan attached as Exhibit "B" hereto, and
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Tenant hereby leases the Demised Premises from City pursuant to the provisions of this
Lease. Tenant agrees that it accepts the Demised Premises "As-Is" and "Where-Is"
without any representations or warranties of any nature or kind whatsoever from City.
By entering into this Lease and as of the Effective Date herein, the parties hereby agree
that this Lease supercedes Agreements Nos. 684 and 3742 in their entirety and that
Agreements Nos. 684 and 3742 are hereby terminated and of no further effect.
2. DEMISED PREMISES. The Demised Premises shall consist of the following
parcels, subject to the provisions set forth below:
2.1 Executive Terminal and Hangar (Parcel 1). From the Commencement Date
until the earlier of either (i) Tenant's completion of construction of its New Corporate Facility, as
described at Section 2.2 below, or (ii) April 31, 2006, the Demised Premises shall include that
portion of the Airport within the parcel described at Exhibit "A" hereto and depicted at Exhibit "B"
as that part of"Parcel 1" consisting of the entire second story of the current Executive Terminal
and that portion of the Executive Terminal as depicted at Exhibit "C" hereto. Tenant
acknowledges and agrees that, pursuant to Amendment No. 7 to City's Agreement No. 684, a
portion of the first floor of the Executive Terminal, comprising approximately 2,868 square feet,
shall be used by the U.S. Bureau of Customs and Border Protection ("Customs"). Tenant
further acknowledges and agrees to abide by all security and other regulations imposed by
Customs insofar as it affects any portion of the Demised Premises and Tenant shall not enter or
breach any such space, without prior written approval of an authorized Customs agent.
2.2 New Corporate Facility (Parcel 1). The Demised Premises shall include that
certain parcel within the Airport as described at Exhibit "A" hereto and depicted at Exhibit `B" as
that part of "Parcel 1" referred to as the "New Corporate Facility." Tenant shall construct
improvements to house Tenant's corporate operations and parking facilities (collectively "New
Corporate Facility") upon Parcel 1, which construction shall be completed, as evidenced by
Tenant's receipt of a duly issued certificate of occupancy, by no later than March 31, 2006
(being within approximately twenty-seven (27) months of the Commencement Date). Tenant's
construction of the New Corporate Facility improvement shall be in accordance with Section 7
below.
2.3 Ramp Area (Parcels 2 and 4). The Demised Premises shall include those
certain parcels within the Airport designated as an aviation ramp area, described at Exhibit "A"
hereto and depicted at Exhibit "B" as a portion of "Parcel 2" and Parcel 4 ("Ramp Area"), which
Ramp Area shall be accessible by other duly authorized users of the Airport. The Ramp Area
shall exclude that portion shown as the shaded area of Parcel 2 and Parcel 4 at Exhibit "B" and
described as the "Ramp Expansion Area". Upon prior written request by Tenant and written
approval by City's Aviation Director or designee, at his or her sole discretion, Tenant may use
the Ramp Expansion Area, or portions thereof for additional aircraft parking at a cost based on
the per square foot amount shown in City's fee schedule.
2.4 Executive Hangars (Parcels 3 and 6). The Demised Premises shall include
those certain parcels within the Airport described at Exhibit "A" hereto and depicted at Exhibit
"B" as "Parcel 3" and "Parcel 6" (collectively "Executive Hangars"). Tenant shall construct
improvements to Parcels 3 and 6 described as executive hangars in two phases. Parcel 6 shall
be constructed in the first phase, which construction shall be completed, as evidenced by_
Tenant's receipt of a duly issued certificate of occupancy, by no later than January 1, 2005.
Parcel 3 shall be constructed in the second phase, depending on the need for additional
executive hangars, as reasonably determined by the City and Tenant, beginning no later than
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January 31, 2006. Construction of the Executive Hangars improvement shall be in accordance
with Section 7 below. As necessary, at City's sole cost, City shall relocate the existing lavatory
dump and wash rack area within Parcel 3 to allow Tenant to commence construction of the new
Executive Hangars.
2.5 Future Tie Down Area/Fuel Farm (Parcel 7). The Demised Premises shall
include that certain parcel within the Airport proposed as a future tie down area for aviation uses
and a portion of which is currently used by Tenant as a fuel farm, described at Exhibit "A" hereto
and depicted at Exhibit "B" as "Parcel 7" ("Future Tie Down Area/Fuel Farm").
2.6 T-Hangars (Parcel 8). The Demised Premises shall include that certain
parcel within the Airport wherein T-Hangers improvements exist for aviation uses, as such
parcel is described at Exhibit "A" hereto and depicted at Exhibit "B" as "Parcel 8" ("T-Hangars").
Before the Commencement Date of this Lease, the City separately leased spaces within the T-
Hangars to individual third parties ("T-Hangar Leases"). By executing this Lease, Tenant
acknowledges that it has received copies of all existing T-Hangar Leases, which Tenant shall
assume as sublessor with such third parties as sub lessees for the remaining term of each such
T-Hangar Lease. Tenant shall honor and not increase the rental rates charged by City to the
individual third parties under each T-Hangar Lease (currently set at $306.20 per month) for two
(2) years following the Commencement Date of this Lease. Tenant shall accept the T-Hangar
structures "as is", and shall not be entitled to any compensation by the City for any necessary or
desired improvement thereto. Tenant, at its sole cost, shall be responsible for all maintenance
of, and necessary or desired upgrades to, the T-Hangers. Tenant shall pay to City a percentage
of its gross rental revenues derived from the subleasing of the T-Hangars, as further set forth at
Section 4.3 below.
2.7 Parcel 9 (Aircraft Maintenance Hangar) The Demised Premises shall include
that certain parcel within the Airport, which parcel is improved and is currently in use as an
Aircraft Maintenance Hangar comprised of no more than 4,500 square feet of hangar floor
space, 2,000 square feet of office space and two (2) tie down spots located adjacent to the
hangar known locally as Signature GSE Hangar—424 N. Civic Drive as depicted at Exhibit "B"
and made a part hereof for all purposes as if fully set forth herein to this lease.
2.8 Unimproved Areas (Parcels 10, 11, 12 and 14). The Demised Premises shall
include those certain parcel within the Airport, which parcels are unimproved as of the
Commencement Date of this Lease and described at Exhibit "A" hereto and depicted at Exhibit
"B" as "Parcel 10", "Parcel 11, "Parcel 12" and "Parcel 14" (collectively "Unimproved Areas").
Tenant may improve the Unimproved Areas with an aeronautical use, provided the City first duly
approves in writing any plan of improvement.
2.9 Hangar(Parcel 13). Beginning upon the termination of the lease between the
City and the Palm Springs Unified School District (PSUSD), scheduled for June 30, 2005, with
two (2) one (1) year renewal options; the Demised Premises shall include that certain parcel
within the Airport which parcel is occupied with a WWII Era Aircraft Hangar and attached Office
and Storage Area as of the Commencement Date of this Lease and described at Exhibit "A"
hereto and depicted at Exhibit "B" as "Parcel 13" ("Hangar"). Upon the termination of the lease
with the Palm Springs Unified School District for the "Hanger" and by no later than July 1, 2007,
Tenant shall submit a plan of improvement for Parcel 13. At its sole cost, Tenant shall demolish
the "Hangar" on Parcel 13, and commence improvements within one (1) year of City's approval
of such plans. Tenant may improve with an aeronautical use, provided the City first duly
approves in writing any plan of improvement. Tenant shall complete such improvements within
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two (2) years thereafter. The parties shall coordinate in the demolition and disposal of the
"Hangar" improvements on Parcel 13 and indemnify and hold each other harmless for any
potential environmental mitigation and clean-up penalties and other liabilities related thereto.
2.10 Future Tie Down Area (Parcel 01-2). The Demised Premises shall
include that certain parcel within the Airport, a portion of which is unimproved and a portion of
which is improved with horse stables and a Quonset Hut, which parcel is described at Exhibit
"A" hereto and depicted at Exhibit "B" as "Parcel 01-2" ("Future Tie Down Area"). Tenant may
demolish the Quonset but and rebuild an aeronautical use therein, provided the City first duly
approves in writing any plan of improvement. Beginning on the Commencement Date, the
Demised Premises shall exclude approximately fifty percent (50%) of Parcel 01-2 improved with
horse stables, as depicted at Exhibit "B" hereto, until Tenant submits a proposed aeronautical
use, subject to City's approval of any plan of improvement. Thereafter, the entire Parcel 01-2
shall be included as part of the Demised Premises.
2.11 Expansion Parcel: Right of First Refusal. For twenty-five (25) years,
beginning from the Commencement Date, City shall not lease all or any part of the area of the
Airport in which the 21.3159 acre parcel north of the ASR-9 facility is located, as such parcel is
further described on Exhibit "A" and depicted on Exhibit "D" as the "Expansion Space", to any
third person for longer than three (3) months without complying with the terms of this Section
2.11. At any time that City determines to lease or extend any existing lease covering all or part
of the Expansion Space beyond the three (3) months, City shall notify Tenant of the rent for
which City is willing to lease the Expansion Space, or part of the Expansion Space, If Tenant,
within thirty (30) days after receipt of City's written notice, affirms in writing its agreement to
lease the Expansion Space, or part of it, the Expansion Space or part of it shall be included
within the Demised Premises and leased to Tenant pursuant to the provisions of this Lease,
including, without limitation, the provisions relating to the rights and obligations of the parties
with respect to alterations. However, the rent payable under this Lease shall be increased by
the amount of rent attributable to the Expansion Space or part of it that is leased by Lessee.
The parties shall immediately execute an amendment to this Lease, subject to FAA/City Council
approval, stating the addition of the Expansion Space or part of it to the premises. If Tenant
does not indicate within thirty (30) days its agreement to lease the Expansion Space or part of it,
City thereafter shall have the right to lease or extend any lease covering the Expansion Space
or part of it to a third party at the rent stated in the notice. In such circumstance, the right of first
refusal provided to Tenant under this Section 2.11 shall terminate upon City's execution of a
lease with such third person.
(a) Option Price. In exchange for the right of first refusal provided to
Tenant hereunder, Tenant shall pay City a base amount of $5,000 annually plus the following
yearly option price amounts ("Option Price"), measured from the Commencement Date of the
Term herein:
Year 1 = $5,000 per year (1st year)
Year 2 — 5 = $6,000 per year (4 years)
Year 6 -10 = $7,000 per year (5 years)
Year 11-15 = $8,000 per year (5 years)
Year 16-20 = $9,000 per year (5 years)
Year 21-25 = $10,000 per year(5 years)
The total Option Price payable over the 25-year period ("Option Period") shall be $199,000
(unless Tenant exercises its option to lease the Expansion Space within such 25 year period, in
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which case, the total Option Price shall equal the total of all yearly payments of the Option Price
made before Tenant's exercise of such option).
(b) Payment of Option Price. Tenant shall pay City the Option Price on
the anniversary date of the Commencement Date for each year of such option period. Tenant's
obligation to pay the Option Price yearly shall not be contingent upon the City's delivery of an
invoice or reminder to Tenant for payment of same. Should Tenant fail to pay the Option Price
within fifteen (15) days of such Commencement Date in any given year of the Option Period, the
option granted herein shall automatically terminate and be of no further force or effect.
3. TERM.
3.1 Term. The term of this Lease shall commence on February 1 2004
("Commencement Date") and shall continue and shall terminate on January 31, 2044, unless
earlier terminated as provided herein (collectively referred to as the "Term").
3.2 Time. Time is of the essence of this Lease.
3.3 Force Maieure. If either party hereto shall be delayed or prevented from the
performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor
troubles, inability to procure materials, restrictive governmental laws or regulations or other
cause without fault and beyond the control of the party obligated (financial inability excepted),
performance of such act shall be excused for the period of the delay and the period for the
performance of any such act shall be extended for a period equivalent to the period of such
delay, provided such party provides the other party written notice of such event within ten (10)
days of the commencement of the delay; provided, however, nothing in this Section shall
excuse Tenant from the prompt payment of any rental or other charge required of Tenant
hereunder except as may be expressly provided elsewhere in this Lease.
3.4 Holding Over. Any holding over after the expiration of the term of this lease,
with the consent of City, express or implied, shall be construed to be a tenancy from month to
month, cancelable upon thirty (30) days written notice, and at a rental equal to one hundred fifty
percent (150%) of the last applicable Monthly Rental and upon terms and conditions as existed
during the, last year of the term hereof.
4. RENTAL AND OTHER PAYMENTS.
4.1 Monthly Rental. Tenant shall pay in full to City, beginning the Term of this
Lease: Eighteen Thousand, Eight Hundred Nine dollars and 84 cents ($18,809.84) monthly
as monthly land rental ("Monthly Rental") for the Demised Premises in addition to, "Option
Period" and "Percentage Rental" amounts. For those periods of the Term set forth at Section
2.11 above, Base Rent has been adjusted in the amounts and as further set forth at Section 4.3
below. The Monthly Rental for the parcels leased by Tenant before the Commencement Date
of this Lease, including Parcel Nos. 1, 2, 4, 6, and 7 ("Existing Parcels"), is based on the rental
amount of $0.17 per square foot per annum; and the rental amount for the parcels added to
Tenant's leasehold as of the Commencement Date of this Lease (or such later time as set forth
in this Lease), including Parcel Nos. 8, 10, 11, 12, 13, 14 and 01-2 ("New Parcels"), is based on
50% of $0.35 per square foot per annum within the first year following the Commencement
Date, and shall be increased to 75% of $0.35 per square foot per annum the second year and
100% or $0.35 per square foot per annum the third year or at date of beneficial occupancy,
whichever occurs first. The total payment amount of $0.35 per square foot per annum for the
IRV N15925 vl -5- 7fi
New Parcels will go into effect on the 251h month following the Commencement Date or the
beginning of the third year regardless if any development has occurred or not on all New
Parcels locations.
(a) Adiustment for Lease of "Hangar", Upon the termination of the lease
between the City and the Palm Springs Unified School District for the "Hangar" at Parcel 13, the
Monthly Rental shall be increased to incorporate the "Hangar" based on the lease rate of $0.17
per square foot per annum. Concurrent with the time when Tenant is required to submit a land
use proposal plan for development of Parcel 13, as described at Section 2.9 above, the Monthly
Rental shall be increased based on the lease rate of $0.35 per square foot per annum.
Following Tenant's demolition of the "Hangar" improvements, and to help offset Tenant's
demolition costs, the City will credit Tenant Thirty-five thousand nine hundred eighty-nine dollars
and thirty-four cents ($35,989.28) total in rental payments (representing the total accumulated
rental payment by Tenant, based on rent of$0.17 per square foot per annum, for the 24-month
period before Tenant's submission of plans for such demolition.).
(b) Costs of Living Adjustment. Upon each fifth year anniversary date of
the Commencement Date or if the Commencement Date is not an the first day of a month, then
on the first day of the next calendar month, the Monthly Rental shall be adjusted in proportion to
changes in the Consumer Price Index except that no five (5) year adjustment shall exceed 25%.
Such adjustment shall be made by multiplying the original Monthly Rental by a fraction, the
numerator of which is the value of the Consumer Price Index for the calendar month three (3)
months preceding the calendar month for which such adjustment is to be made and the
denominator of which is the value of the Consumer Price Index for the same calendar month
immediately prior to Commencement Date. For example, if the adjustment is to occur effective
June 1, 2006, the index to be used for the numerator is the index for the month of March 2006
and the index to be used for the denominator is the index for the month of March preceding the
Commencement Date. However, in no event shall the rent be reduced below the Monthly
Rental in effect immediately preceding such adjustment. The "Consumer Price Index" to be
used in such calculation is the Consumer Price Index, All Urban Consumers (All Items), for the
Los Angeles-Anaheim-Riverside Metropolitan Area, published by the United States Department
of Labor, Bureau of Labor Statistics (1982-84 = 100). If both an official index and one or more
unofficial indices are published, the official index shall be used. If said Consumer Price Index is
no longer published at the adjustment date, it shall be constructed by conversion tables included
in such new index.
4.2 Payment of Monthly Rental Tenant shall pay to City the Monthly Rental in
advance on the first day of each calendar month. In the event the Commencement Date does
not occur on the first day of a calendar month, Tenant shall pay the rental for the fractional
month on the Commencement Date on a per them basis (calculated on a thirty-day month). All
rental to be paid by Tenant to City shall be in lawful money of the United States of America and
shall be paid without deduction or offset, prior notice or demand at the address designated in
Section 15.10 hereof.
4.3 Percentage Rental for T-Hanger Premises.
(a) In addition to the Monthly Rental hereinabove agreed to be paid by
Tenant, Tenant shall Pay to City at the time and in the manner specified herein, as additional
rental (sometimes referred to herein as."percentage rental") a sum equal the following for that
portion of the Demised Premises referred to in Exhibit "A" and depicted in Exhibit "B" as the "T-
Hangars": The product of the rate set forth in the Fee Schedule, as may be duly revised from
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time-to-time by the City Council of the City, ("Fee Schedule") payable by Fixed Base Operators
times the gross sales made in, upon, or from the Demised Premises with respect to any
commercial activity each month during the term hereof.
(b) Within thirty (30) days after the end of each calendar month of the
term hereof, commencing with the fifteenth (151h) day of the month following the
Commencement Date, and ending with the fifteenth (15"h) day of the month next succeeding the
last month of the Lease term, Tenant shall furnish to City a statement in writing, certified by
Tenant to be correct, showing the total gross sales made in, upon, or from the T-Hangars during
the preceding calendar month relating to such commercial activity (or fractional month at the
beginning of the term if the Commencement Date is other than the first day of a month), and
shall accompany each such statement with a payment to City equal to said percentage of such
total monthly gross sales made in, upon, or from the T-Hangars during each calendar month.
(c) The term "gross sales" as used herein means the total gross receipts,
including the actual charges for all services performed by Tenant and fees charged by Tenant
and by anyone including any subtenant, licensee or concessionaire in, at, from, or arising out of
the use of the T-Hangars, whether for each or for credit, or otherwise, and including the value of
all consideration other then money received for any of the foregoing, without reserve or
deduction for inability or failure to collect, including but not limited to sales, leases and services
related to said commercial activity for which there is a FBO fee. Each installment or credit sale
shall be treated as a sale for the full price in the month during which such sale is made,
irrespective of whether or when Tenant receives payment there for. Gross Sales shall not
include sales taxes, so-called luxury taxes, consumers excise taxes, gross receipts taxes and
other taxes of any kind or nature now or hereafter imposed upon the sale of merchandise or
services, but only if collected separately from the selling price of merchandise or services and
collected from customers.
4AAdditional Rental. For purposes of this Lease, all monetary obligations of
Tenant under this Lease, including, but not limited to, insurance premiums, property taxes,
maintenance expenses, late charges and utility costs shall be deemed to be additional rental.
4.5 Real Property and Possessory 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, annual real estate taxes and assessments levied upon the Demised Premises (including
any annual real estate taxes and assessments levied upon the Demised Premises), as well as
any taxable possessory interest which Tenant may have in or to the Demised Premises or by
reason of its occupancy thereof or operations thereon, as well as all taxable property, real or
personal, owned by Tenant in or about the Demised Premises. (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, thirty (30) 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 Promises, 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.
4.6 Personal Property Taxes. During the term hereof Tenant shall pay prior to
delinquency all taxes 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.IRV#15925 vI -7- 74 //
4.7 Utilities. Tenant shall pay before delinquency all charges for water, gas, heat,
electricity, power, sewer, telephone service, trash removal and all other services and utilities
used in, upon, or about the Demised Premises by Tenant or any of its subtenants, licensees, or
concessionaires during the term of this Lease.
4.8 Fees and Charges Payable Per Fee Schedule. In addition to all rentals
herein reserved, Tenant shall pay City the following fees and charges, within the times set forth
below, for the fees incurred in the prior month of the Term with a detailed statement of all
business done at the Airport during the previous month for which fees or payments to the City
are due:
(a) Fuel and Oil Sales.
(1) Aviation Retail Fuel and Oil Sales. Tenant shall pay City on or
before the 15tn day of each month an amount equal to the cost per gallon for fuel and quart of oil
as shown in the Fee Schedule for all gallons/quarts of fuel/oil purchased or delivered annually to
the Tenant at the Airport. Tenant shall further pay City an amount equal to the cost per gallon
for fuel and quart of oil as shown on the Fee Schedule for fuel and oil purchased or delivered
annually at the Airport. In this regard, all fuel and oil received by Tenant and actually delivered
by Tenant to regularly scheduled airlines or others operating under contract with the City shall
not be subject to such payment. Tenant shall instruct all fuel and oil suppliers to promptly
furnish a duplicate copy of all invoices and/or delivery receipts to the City. Tenant shall maintain
adequate books of account and records completely showing, at all times, the number of gallons
of fuel and quarts of oil delivered to or purchased by Tenant during any calendar month; such
records shall be open to inspection and audit by the City. Tenant shall fully comply with all
standards related to fuel and oil sales as adopted by the City as regards safety and standards of
service. Tenant shall further adopt and maintain retail sales prices for fuels and oils, which are
competitive with other certified air carrier airport within a sixty-five mile radius of the Airport.
(2) Into-plane Fuel and Oil Sales. Tenant shall pay City on or
before the 15th day of each month an amount equal to the cost per gallon as shown in the Fee
Schedule for each gallon of aviation fuel delivered annually to airlines or other contract
purchasers.
(3) Automotive Retail Fuel and Oil Sales. Tenant shall pay City
on or before the 15tn day of each month an amount equal to the cost per gallon as shown in the
Fee Schedule for each gallon of automotive fuel and oil purchased by or delivered annually to
Tenant at the Airport. Tenant agrees that no fuel sales of aviation or other fuels and/or oils will
be made in containers.
(4) Renegotiation. It is specifically agreed that the fuel gallon
fees set out in Sections 4.8(a)(1), (2), (3) and (4) above shall be renegotiated effective the 61n
11t", 16t", and 215t anniversary and every consecutive five (5) year anniversary thereafter of this
agreement. Such negotiations to be upon written notice sixty (60) days before such
anniversaries. Such renegotiated fees shall be limited, in each negotiation period, to a
maximum increase of not more than 25% of the current fees as shown in the Fee Schedule.
(b) Sales of New and Used Aircraft. Tenant shall pay City on or before
the 15t" day of each month a fee based upon a percentage of the gross sales price, excluding
sales tax, of each new or used aircraft sold as shown in the Fee Schedule.
tav 4ts9as vt -8- ^AI
(c) Charter/Air Taxi Operation. Tenant shall pay City on or before the
151h day of each month a fee based upon a percentage of the gross revenue derived from
charter/air taxi operations as shown in the Fee Schedule.
(d) Food & Beverage. Tenant shall pay City on or before the 151h day of
each month a fee based upon a percentage of the gross revenue derived from food and
beverage (including alcoholic beverages) sales as shown in the Fee Schedule.
(e) General Merchandise. Tenant shall pay City on or before the 151h
day of each month a fee based upon a percentage of the gross revenue derived from sales of
general merchandise as shown in the Fee Schedule.
(f) Landing Fees. Tenant shall pay City on or before the 151h day of
each month a landing fee percentage of the gross revenue derived, as indicated in the Fee
Schedule, for each one thousand pounds (1,000 lbs.) or portion thereof of the allowable gross
weight of Part 121 aircraft operators which shall be paid for each and every transient aircraft
being used commercially on either the arriving or departing flight from Palm Springs
International Airport, except that this provision shall not apply in the case of aircraft permanently
based at this Airport, government and military aircraft, or those aircraft certified by the Federal
Aviation Administration or the State of California through its agency(s) to service the Airport on a
published schedule basis. City retains the right to adjust landing fees upon sixty (60) days
written notice to Tenant.
(g) Parking Fees. Tenant shall pay City on or before the 151h day of each
month a parking fee percentage of the gross revenue derived, as indicated in the Fee Schedule,
for permanently based aircraft parking at Palm Springs International Airport, except that this
provision shall not apply in the case of government and military aircraft, or those aircraft certified
by the Federal Aviation Administration or the State of California through its agency(s) to service
the Airport on a published schedule basis. City retains the right to adjust parking fees upon
sixty (60) day written notice to Tenant.
(h) Customs Fees. Tenant shall pay City on or before the 151h day of
each month any and all Customs fees as indicated in the Fee Schedule associated for
clearance of international flights arriving at Palm Springs International Airport.
4.9 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 when 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.
4.10 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.
IRV#15925 vI -9- 7/4/3
4.11 Records of Gross Sales and Fees and Charges Due. Tenant shall keep
at the Demised Premises (and shall require any permitted subtenant to keep at the Demised
Premises) full, complete and proper books, records and accounts of its daily gross sales, both
for each and on credit, at any time operated in the Demised Premises. The City and its agents
and employees shall have the right at any and all times during regular business hours, to
examine and inspect all of the books and records of the Tenant, including any sales tax reports
pertaining to the business of the Tenant conducted in, upon, or from the Demised Premises, for
the purpose of investigating and verifying the accuracy of any statement of gross sales and fees
and charges due the City and to cause an audit of the business of Tenant to be made by a
certified public accountant of City's selection; provided City has notified Tenant al least five (5)
days prior to such time and such examination, inspection or audit shall not unreasonably
interfere with Tenant's business, or use of the Demised Premises. If the statement of gross
sales and fees and charges due the City previously made to City shall be found to be
inaccurate, then and in that event, there shall be an adjustment and one party shall pay to the
other on demand such sums as may be necessary to settle in full the accurate amount of said
percentage rental that should have been paid to City for the period or periods covered by such
inaccurate statement or statements. If said audit shall disclose an inaccuracy of greater than
ten percent (10%) error with respect to the amount of gross sales and fees and charges due the
City reported by Tenant for the period of said report, then the Tenant shall immediately pay to
City the cost of such audit; otherwise, the cost of such audit shall be paid by City.
4.12 Annual Certified Accounting Report. Tenant shall submit to City by May
31s1 of each year a copy of its annual independently audited certified report reflecting all
operations at the Airport for the prior calendar year.
5. SECURITY DEPOSIT.
5.1 Security Deposit Requirement and Amount. Tenant shall provide City with a
security deposit in the sum of Twenty-Five Thousand Dollars ($25,000.00). City pursuant to this
Section 5.1 and Section 5.2 below may draw upon the security deposit. The security deposit
shall take one of the forms set out below and shall guarantee Tenant's full and faithful
performance of all the terms, covenants, and conditions of this Lease. Nothing contained in this
Section 4 shall in any way diminish or be construed as waiving any of the City's other remedies
as provided in this Lease, or by law or in equity. City reserves the right to adjust the amount of
the security deposit to reflect changes in operations or changes in rents and fees established by
City. Within thirty (30) days after notification of any change in required security deposit amount
from City, Tenant shall submit to City any additional security deposit as may be required.
5.2 Use of Security Deposit. Regardless of the form in which Tenant elects to make
said security deposit, all or a portion of the principal sum shall be available unconditionally to City
for correcting any default or breach of this Lease by Tenant, his successors or assigns, or for
payment of expenses incurred by City as a result of the failure of Tenant, his successors or
assigns, to faithfully perform all terms, covenants, and conditions of this Lease, including, but not
limited to, non-payment of any payment obligation of Tenant under Section 3 above. In the event
City withdraws any or all of the security deposit as provided herein, Tenant shall, within ten (10)
days of any withdrawal by City, replenish the security deposit to maintain it at amounts as herein
required throughout the lease term. Failure to do so shall be deemed a default and shall be
grounds for immediate termination of this Lease.
5.3 Release of Liability. Should Tenant elect to assign a savings deposit, provide
a time certificate of deposit, an instrument of credit, or a faithful performance bond to fulfill, the
IRV 415925 vI _10_
?A1
security deposit requirements of this Lease, said assignment, certificate, bond, or instrument
shall have the effect of releasing the depository or creditor therein from liability to Tenant on
account of the payment of any or all of the principal sum to City, or order upon demand by City.
The agreement entered into by Tenant with a financial institution to establish the deposit
necessary to permit assignment or issuance of a certificate as provided above may allow the
payment to Tenant or order of interest accruing on account of said deposit.
5.4 Return of Security Deposit. The security deposit shall be returned by City to
Tenant at the end of the lease term, provided Tenant has fully and faithfully performed each and
every term, covenant, and condition of this Lease. The authorized refund of any security
deposit by City, after deduction of all amounts due City under this Lease, shall be made after
sixty (60) days have elapsed following the effective date of said termination.
6. USE OF THE PREMISES.
6.1 Permitted Use. The City leases to Tenant and Tenant hires from City the
Demised Premises with appurtenances as defined herein, for the purpose of conducting thereon
only the uses described in this Section,6.1 and for no other use. Tenant desires to engage in
the business of fixed based operation ("FBO") services for the Airport and wishes to lease the
Demised Premises on a non-exclusive basis for such purposes, which services include
maintenance of aircraft and engine parts and accessories, sales of aviation fuels and lubricants,
sales of automotive fuels for on-airport uses, air taxi operations, and general aviation and airport
facilities operations, as permitted under the Airport Rules and Regulations. Tenant shall further
comply with the following obligations with respect to its use of the Demised Premises:
(a) Noise Standards. Due to the noise sensitive environment of the
Airport, Tenant will shall not schedule maintenance work between the hours of 10:00 pm and
7:00 am, which exceeds the City noise standards, as established under Palm Springs Municipal
Code section 6.08.040, as such standards may be duly amended from time-to-time. Tenant
agrees to conduct no engine run-ups on the Demised Premises, but may do so at the locations
designated in writing by the Airport Director.
(b) Reciprocal Access. Tenant shall, at all times during the Term of this
Lease, provide reciprocal access easements for use of ramp areas and reciprocal use for all
automobile parking facilities with other airport tenants. Tenant will use its best efforts to restrict
the use of its automobile parking facilities on the premises to the automobiles of Tenant's and/or
sub lessee's guests, visitors, employees and suppliers.
6.2 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,
zoning ordinances, state and federal statutes, or other governmental regulations now in force or
which shall hereinafter be in force. Tenant's violation of law shall constitute an admission of
Tenant in any action or proceeding against Tenant, whether City is a party thereto or not, that
Tenant has violated any such order or statute in said use, shall be conclusive of that fact as
between the City and Tenant.
6.3 Prohibited Uses.
IRV N15925 vl
(a) Tenant shall not use, or permit the Demised Premises, or any part
thereof, to be used for any purpose or purposes other than the express purpose or purposes for
which the Demised Premises are hereby leased pursuant to Section 6.1 above. Tenant shall
comply with any and all requirements, pertaining to the use of the Demised Premises, of any
insurance organization or company necessary for the maintenance of reasonable fire and public
liability insurance, covering the buildings within the Demised Premises and appurtenances.
Tenant shall not commit, or suffer to be committed, any waste upon the Demised Premises, or
any nuisance or other act or thing, which may disturb the quiet enjoyment of any other tenant or
occupant of the Airport. Tenant shall not conduct or permit to be conducted any sale-by-auction
in, upon or from the Demised Premises, whether said auction be voluntary, involuntary,
pursuant to any assignment for the payment of creditors, or pursuant to any bankruptcy or other
solvency proceeding.
(b) 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 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 seq.;
(iii) California Health and Safety Code Sections 25100 et sue.; (iv) the Safe Drinking Water and
Toxic Enforcement Act of 1986. California Health and Safety Code Section 25249.5 et sue.; (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 sue.;
(viii) California Water Code Section 1300 et seq.; and (ix) California Civil Code Section 3479 et
sqe ., 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 seg. Tenant shall provide prompt written
notice to City of the existence of Hazardous Substances on the Demised Premises and all
notices of violation of the Environmental Laws received by Tenant.
6.4 Non-Discrimination & FAA Required Clauses.
(a) Tenant, in the operations to be conducted pursuant to the provisions
of this Lease and otherwise in the use or the Airport, shall not discriminate against any person
or class of persons by reason of race, color, sex, creed or national origin as in any manner
prohibited by Part 15 of the Federal Aviation regulations or any amendments thereto.
(b) Tenant shall furnish its accommodations and/or services on a fair,
equal and not unjustly discriminatory basis to all users thereof. It shall charge fair, equal and
not unjustly discriminatory prices for each unit or service; provided, however, that the tenant
IRV B 15925 vl -),2-
7A16
may be allowed to make reasonable and non-discriminatory discounts, rebates or other similar
types of price reductions to volume purchasers in accordance with the other provisions of this
Lease with regard to discounts and rebates.
(c) Tenant agrees to insert the anti-discrimination provisions hereinabove
enumerated in any agreement by which said Tenant grants a right or privilege to any person,
firm or corporation to render accommodations and/or services to the public on the Demised
Premises.
(d) City also reserves the right, but shall not
gated to Tenant, to
maintain and keep in repair the landing area of the Airport, as well as b publlilcly owned facilities of
the Airport, together with the right to direct and control the activities of the Tenant in this regard.
(e) Tenant
requirements covered in Part 77 ofrthe Feder comply
Federal Aviation regulations in the aevent tion aany future
structure or building is planned or in the event of any planned modification or alteration of any
present or future building or structure situated on the Demised Premises.
City
airspace above the surface of the Demie the
s dPrems a s together gether with the ht of flight for the sright to sage f create finnsaid
airspace such noise as is or shall become inherent in the operation of aircraft operating on the
Airport.
)
lf, its
successors and assigns t at it shall notnot erectt orperm t the erection
he Lease, of any ressly rstructure ees for loreobject
nor permit the growth of any tree on the land leased hereunder above the mean sea level
elevation of five hundred (600) feet. In such an event, City reserves the right to enter upon the
Demised Premises and cause the abatement of the interference or hazard at the expense of the
Tenant.
)
successors and assigns that nit shall notn t use the Demised Premises in nany manner which might
interfere with the landing and taking off of aircraft from on or off the Airport or otherwise create a
hazard. In such an event, City reserves the right to enter upon the Demised Premises and
cause the abatement of the interference or hazard at the expense of the Tenant.
eement and
he
whatever right the United States Government Government l now t has orirnithe future may shallons hereof have or acquire
affecting the control, operation, regulation or commandeering of the Airport or the exclusive or
non-exclusive use of the Airport by the United States during the time of war or national
emergency.
0) Operations for Benefit of Public Tenant agrees to operate the
Demised premises for the use and benefit of the public, to make available all Tenant's airport
facilities to the public, other than office or restricted areas without discrimination an the grounds
of sex, race, color or national origin and to refrain from imposing or levying excessive
discriminatory or otherwise unreasonable charges or fees for any use of its facilities or
otherwise unreasonable charges or fees for any use of its facilities for services. 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. Other Tenants or
aircraft shall have the right to cross over taxiway/ramp areas of the Leasehold.
IRV#15925 vl
-13-
'9/ 7
6.5 Signs. Tenant shall not place, or permit to be placed, any sign that is not in
compliance with the sign ordinance of the City upon the exterior or in the windows of the
Demised Premises. Any sign not constructed in accordance therewith shall be immediately
removed by Tenant and, if said sign is not removed by Tenant within ten (10) days of written
notice from City to Tenant, then City may remove said sign without Tenant's approval and
without any liability to Tenant.
6.6 Public Facilities, Ingress. Eqress and Quiet Enioyment. City agrees that
Tenant, upon payment of the rental hereunder and performing the covenants of this 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 public facilities at
the Airport 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, expressly including
access to runways and taxiways, from the Demised Premises and other public facilities.
6.7 Rules and Regulations. Tenant shall faithfully observe and comply with the
rules and regulations that City shall from time to time promulgate and/or modify. City shall have
previously provided a copy of any such rules and regulations to Tenant. Any amendment or
modification of the Rules and Regulations shall be binding upon the Tenant within a reasonable
period following 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 Rules and Regulations shall apply and be enforced as to all tenants
in the Demised Premises on a uniform basis.
7. ALTERATIONS AND REPAIRS
7.1 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, which consent shall not be unreasonably withheld or
delayed, and any alterations or improvements to the Demised Premises, except movable
furniture, trade fixtures, equipment, and items of personal property 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. Tenant shall not in any event make any changes to the
exterior of the Demised Premises unless such alterations or improvements are in conformance
with the requirements of all municipal, state, federal, and other governmental authorities,
including requirements pertaining to the health, welfare or safety of employees of the public and
in conformance with reasonable Rules and Regulations of City. Such changes or alterations
must be approved in writing by City. City may require that any such alterations or improvements
be removed prior to the expiration of the term hereof provided City has notified Tenant of such
requirement at the time alterations or improvements are approved. 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 surrendered in a good, clean and
sanitary condition as required by Section 7.2 hereof, reasonable wear and tear excepted. Any
and 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.
7.2 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
rxv9is9zs vr -14 1" A9
-
Premises in good and sanitary order, condition, and repair, reasonable wear and tear excepted
(except as hereinafter provided) including without limitation, the maintenance and repair of any
landscaping and irrigation systems, store fronts, doors, window easements, glazing, heating and
air conditioning system, plumbing, pipes, electrical wiring and conduits. Tenant shall also at its
sole cost and expense is responsible for any alterations or improvements to the Demised
Premises necessitated as a result of the requirement of any municipal, state or federal authority.
Tenant hereby waives all right to make repairs at the expense of the State of California. 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 and subject to any alterations or improvements approved by City as provided herein
and in accordance with Section 10 below. Tenant shall periodically sweep and clean the
sidewalks, ramp areas, parking lots and adjacent pavement areas of the Demised premises, as
needed.
7.3 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.
7.4 Construction Obligations. Tenant agrees to make the improvements
("Tenant's Work,") at its sole cost and expense. Tenant's construction of said improvements
shall be in accordance with Section 2 above and Section 7.4. Tenant shall construct all
improvements in strict compliance with any plans and specifications approved by the City.
Tenant shall be required to incorporate any City-requested changes and comments to any plans
and specifications proposed by Tenant. Development of such improvements shall be conducted
in a good and workmanlike manner. Tenant shall expend the cost of improvements in the
amount and for the parcels as designated below. The term "cost of improvements" shall mean
direct construction costs, including costs paid to contractors, architects, engineers, laborers and
suppliers, but not indirect costs such as financing costs, administrative and overhead expenses,
bond premiums, permit fees, and developer fees paid by Tenant or its affiliates. Tenant shall
provide to City records showing the expected cost of improvements, as required under Section
7.6 below. The improvements shall include the following:
(a) New Corporate Facility (Parcel 1). Tenant shall construct the New
Corporate Facility at Parcel 1 within the times set forth at Section 2 above. Tenant shall expend
a minimum of Two Million And 00/100 Dollars ($2,000,000.00) for the cost of improvements in
constructing the New Corporate Facility at Parcel 1.
(b) Executive Hangars (Parcels 3 and 6). Tenant shall construct the
Executive Hangars at Parcels 3 and 6 within the times set forth at Section 2 above. Tenant
shall implement similar designs and expend minimum costs of improvements in terms of quality
and design as those for the current executive hangars existing at Palm Springs International
Airport as of the Commencement Date of this Lease.
7.5 Tenant's Assurance of Construction Completion. Prior to commencement of
any construction of approved facilities, or any phase thereof, within the Lease Area by Tenant,
Tenant shall furnish to City evidence that assures City that sufficient monies will be available to
complete the proposed construction. The amount of money available shall be at least equal to
the total estimated construction cost. Such evidence may take one of the following forms:
ray u15925 vI -15-
7f
(a) Completion Bond issued to City as obligee.
(b) Irrevocable letter of credit issued to City from a financial institution to
be in effect until City acknowledges satisfactory completion of construction
(c) Cash.
(d) Any combination of the above.
A company qualified to do business in the State of California and acceptable to City must issue
all bonds and letters of credit. All bonds and letters of credit shall be in a form acceptable to
City and shall insure faithful and full-observance and performance by Tenant of all terms,
conditions, covenants, and agreements relating to the construction of improvements within
Parcel 1.
7.6 "As-Built" Plans and Construction Costs. Within thirty (30) days' of City's
request, Tenant shall furnish Contract Officer an itemized statement of the actual construction
cost of Tenant's improvements to Parcel 1, including supporting invoices signed by
subcontractors that performed, or are scheduled to perform such improvements. The statement
of cost shall be sworn to and signed by Tenant, or his responsible agent, under penalty of
perjury. Tenant must obtain Contract Officer's approval of "As-Built" plans, and the form and
content of the itemized statement. In addition, within sixty (60) days following completion of any
substantial improvement within the Lease Area, Tenant shall furnish Contract Officer a complete
set of reproducible, two sets of prints of "As-Built" plans and a magnetic, tape, disk or other
storage media containing the "As-Built" plans in a form usable by City, to City's satisfaction, on
City's computer aided mapping and design equipment.
7.7 City's Reserved Rights.
(a) Airport Development and Safety. 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 of the Demised premises which, in the opinion of City,
would limit the usefulness of the Airport or constitute a hazard to aircraft; provided, if such
developments or improvements materially impair Tenant's use of the Demised Premises,
Tenant can terminate this lease without any further liability there for.
(b) 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 the
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 the Lease.
8. INSURANCE AND INDEMNIFICATION.
8.1 Insurance Provided by Tenant.
IRV 915925 v1 -16- 02 1�)U
(a) Food Preparation. Tenant, if involved in food preparation and sales
as a cafe, restaurant, or similar use, and/or food takeout service, shall install at Tenant's
expense, any fire protective systems in grill, deep fry, and cooking areas which are required by
city, county, and state fire ordinances, and,any such system, when installed, shall qualify for full
fire protective credits allowed by the fire insurance rating and regulatory body in whose
jurisdiction the Demised Promises are located.
(b) Tenant to Provide Personal Property Insurance. Tenant, at its sole
expense, shall maintain fire and extended coverage insurance written on a per occurrence basis
on its trade fixtures, equipment, personal property and inventory within the Demised Premises
from loss or damage to the extent of their full replacement value and shall provide plate glass
coverage.
(c) Tenant to Provide Liability Insurance. During the entire term of this
Lease, the Tenant shall, at the Tenant's sole cost and expense, but for the mutual benefit of City
and Tenant, maintain comprehensive general liability insurance insuring against claims for
bodily injury, death or property damage occurring in, upon or about the Demised Premises and
an any sidewalks directly adjacent to the Demised Premises written on a per occurrence basis
in an amount not less than either (i) a combined single limit of FIVE MILLION DOLLARS
($5,000,000.00) for bodily injury, death, and property damage or (ii) bodily injury limits of
$1,000,000.00 per person, $2,000,000.00 per occurrence and $2,000,000.00 products and
completed operations and property damage limits of $500,000.00 per occurrence and
$1,000,000.00 in the aggregate; provided, however, if City so elects City may provide such
insurance and, in such event, Tenant agrees to pay its pro-rata share of the cost of said
insurance.
(d) Tenant to Provide Worker's Compensation Insurance. Tenant shall,
at the Tenant's sole cost and expense, maintain a policy of worker's compensation insurance in
an amount as will fully comply with the laws of the State of California and which shall indemnify,
insure and provide legal defense for both the Tenant and the City against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or, any persons retained by the Tenant in the course of conducting Tenant's business in the
Demised Premises.
(e) General Provisions Applicable to Tenant's Insurance. All of the
policies of insurance required to be, procured by Tenant pursuant to this Section 8.1 shall be
primary insurance and shall name the City, its officers, employees and agents as additional
insureds. The insureds shall waive all rights of contribution they may have against the City, its
officers, employees and agents and their respective insurers. All of said policies of insurance
shall provide that said insurance may not be amended or canceled without providing 30 days
prior written notice by registered mail to, the City. Prior to the Commencement Date or such
earlier date as Tenant takes possession of the Demised Premises for any purpose; and at least
30 days prior to the expiration of any insurance policy, Tenant shall provide City with certificates
of insurance or appropriate insurance binders evidencing the above insurance coverages
written by insurance companies acceptable to City, licensed to do business in the state where
the Demised Premises are located and rated A:VII or, better by Beat's Insurance Guide. In the
event the Risk Manager of City ("Risk Manager') determines that (i) the Tenant's activities in the
Demised Premises creates an increased or decreased risk of loss to the City, (ii) greater
insurance coverage is required due to the passage of time, or (iii) changes in the industry
require different coverages be obtained, Tenant agrees that the minimum limits of any insurance
policy required to be obtained by Tenant shall be changed accordingly upon receipt of written
IRV#]5925 v1 -17-
7/N/
notice from the Risk Manager; provided that Tenant shall have the right to appeal a
determination of increased coverage by the Risk Manager to the City Council of City within ten
(10) days of receipt of notice from the Risk Manager. City and Tenant hereby waive any rights
each may have against the other on account of any loss or damage occasioned by property
damage to the Demised Premises, its contents, or Tenant's trade fixtures, equipment, personal
property or inventory arising from any risk generally covered by insurance against the perils of
fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake
sprinkler leakage. Each of the parties, on behalf of their respective insurance companies
insuring such property of either City or Tenant against such loss, waive any right of subrogation
that it may have against the other. The foregoing waivers of subrogation shall be operative only
so long as available in California and provided further that no policy is invalidated thereby.
8.2 Tenant to Provide Fire and Extended Coverage 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.
8.3 Indemnification of City. Tenant, as a material part of the consideration to be
rendered to City under this Lease, hereby waives all claims against City for damage to
equipment or other personal property, trade fixtures, leasehold improvements, goods, wares,
inventory, and merchandise, in, upon or about the Demised Premises and for injuries to persons
in or about the Demised Promises, from any cause arising at any time, other than claims and
injuries caused by the gross negligence or willful misconduct of City or its agents, employees or
invitees. Tenant agrees to indemnify the City, its officers, agents and employees against, and
will hold and save each of them harmless from, any and all actions, suits, claims, damages to
persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein
"claims or liabilities:") that may be asserted or claimed by any person, firm or entity arising out of
or in connection with (i) the negligent performance of the work, operations or activities of
Tenant, its agents, employees, subcontractors, or invitees. Provided for herein, or (ii) arising
from the use of the Demised Premises or the parking and common areas by Tenant or its
employees and customers, or (iii) arising from the failure of Tenant to keep the Demised
Premises in good condition and repair, as herein provided, or (iv) arising from the negligent acts
or omissions of Tenant hereunder, or (v) arising from Tenant's negligent performance of or
failure to perform any term, provision covenant or condition of this Lease, but excluding such
claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers,
agents or employees, who are directly responsible to the City, and in connection therewith:
(a) Tenant will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'
fees incurred in connection therewith;
(b) Tenant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of Tenant,
hereunder, other than claims and injuries, caused by the gross negligence or willful misconduct
of City or its agents, employees or invitees; and Tenant agrees to save and hold the City, its
officers, agents, and employees harmless there from,
(c) In the event The City, its officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against Tenant for such damages or other
IRV#15925 vl
fol
claims arising out of or in connection with the negligent performance of, or failure to perform the
work, operation or activities of Tenant hereunder, other than claims and injuries caused by the
gross negligence, or willful misconduct of City or its agents, employees or invitees, Tenant
agrees to pay to the City, Its officers, agents or employees, any and all costs and expenses
incurred by the City, its officers, agents or employees in such action or proceeding, including but
not limited to, reasonable legal costs and attorneys' fees.
9. ABANDONMENT AND SURRENDER.
9.1 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.
9.2 Surrender of Lease. Except where City expressly consents to a sublease by
executing a Non-Disturbance Agreement in the form set forth at Exhibit "F" hereto, 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 or any existing subleases or subtenancies,
or may, at the option of City, operate as an assignment to it of any or all of such subleases or
subtenancies.
10. DAMAGE AND DESTRUCTION OF 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 Promises, 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, Tenant shall forthwith make said repairs. No such damage or destruction
(including any destruction necessary in order to make repairs required by any declaration made
by any public authority) shall in any way annul or void this Lease. Tenant shall promptly clean
and remove all debris resulting from said damage or destruction. Tenant shall take preliminary
steps toward restoring the improvements within thirty (30) days of the casualty and such
improvements shall be restored within a reasonable time thereafter. The Demised Premises
shall be restored to the condition they existed immediately before said casualty. Notwithstanding
the foregoing in the event of total destruction of the Demised Promised (in Tenant's sole
opinion), Tenant shall have the right to terminate this lease without any further liability there for.
11. ASSIGNMENT AND SUBLETTING,
Tenant shall not assign this Lease or sublet the Demised Premises, or any
interest therein, without the prior written consent of City, which consent shall not be
unreasonably withheld. Tenant may assign this Lease or sublet the Demised Premises to any
affiliate, parent or subsidiary of Tenant with prior written notification to City and provision of a
copy the assumption and assignment agreement. For purposes of this Lease, an assignment
shall be deemed to include the transfer to any person or group of persons acting in concert of
more than twenty five percent (25%) of the present ownership and/or control of Tenant, taking
all transfers into account on a cumulative basis. Any such assignment or subletting shall be
subject to all of the terms and conditions of this Lease and proposed; assignee shall assume the
obligations of Tenant under this Lease in writing,in a form satisfactory to City. The proposed
assignee shall simultaneously provide to City an estoppel certificate in the form described in
Section 15.2 hereafter. Consent by City to one assignment, subletting, occupation or use by
another person shall not be deemed to be consent to any subsequent assignment, subletting,
IRV In 5925 v1 _19-
occupation or use by another person. Any assignment or subletting 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. Neither this Lease nor any interest therein shall be
assignable as to the interest of Tenant by operation of law.
City shall be under no obligation to consider a request for City's consent to an
assignment until Tenant shall have Submitted in writing to City a request for City's consent to
such assignment together with audited financial statements of the proposed assignee, a history
of the proposed assignee's business experience and such other information as required by City
the criteria for assignment as set forth herein are met. In information as required by City the
criteria for assignment as set forth herein are met. In addition, if City determines that the
Monthly Rent payable to City under this Lease is less than the fair market rental value, as
determined by City, City shall have the right to condition its approval to an assignment or
subletting on the increase of Monthly Rent to the fair market rental value.
12. ENCUMBRANCE.
12.1 This Lease, or any right to or interest in, or any of the improvements on
the Demised premises, may be encumbered with the written approval of City, which shall not be
unreasonably withheld. No such encumbrance or addition thereto or extension thereof shall be
valid without said approval. Any such approved encumbrance shall be Subject to the covenants,
conditions and restrictions set forth herein and to all rights of City.
12.2 Any encumbrance must be confined to the leasehold interest of Tenant or
the sub-leasehold interest of a subtenant, and shall not affect in any way the landlord's interest
in the land. The encumbrance shall provide that the proceeds from fire or extended coverage
insurance shall be used for the repair or rebuilding of the leasehold improvements and riot to
repay any part of the outstanding mortgage. Tenant agrees to furnish, as requested, any
financial statements or analysis pertinent to the encumbrance that City may deem necessary to
justify the amount, purpose and terms of said encumbrance.
12.3 In the event of default by the Tenant of the terms of an approved
encumbrance, the encumbrancer may exercise any rights provided in such approved
encumbrance provided that, before any sale of the leasehold estate, whether by power of sale,
or foreclosure, the encumbrancer shall give to City notice of the same character as is required
to be given to Tenant by such encumbrancer pursuant to the loan documents and/or the laws of
the State of California and City shall be given an additional thirty '(30) days in which to cure the
default after the time for tenant to cure has expired.
12.4 If any sale under the approved encumbrance occurs, whether by power of
sale or foreclosure, and the purchaser at such sale is the encumbrancer, the encumbrancer
may sell and assign the Lease without any further consent of City provided that The assignee
shall agree in such assumption by the assignee, the encumbrancer shall be released from all
future obligations of the Tenant under the Lease. If a sale under the approved encumbrance
occurs, and the purchaser is a party other than the encumbrancer, said purchaser, as successor
in interest to the Tenant, shall be bound by all the terms and conditions of the Lease and the
purchaser shall assume in writing the obligations of Tenant hereunder.
12.5 If notice of such sale shall be given and the defaults or any of them upon
which such notice of sale is based shall then continue, City shall have the right to correct such
IRV 415925 0 -20- 7)05 Y
defaults at any time prior to the date of sale or foreclosure, and to terminate such leasehold
upon paying to the encumbrancer the balance of the encumbrance as hereinafter defined.
12.6 "Balance of encumbrance" shall mean the amount of principal remaining
unpaid on a note secured by a trust deed or mortgage of an plus accrued and past due interest
thereon and expenses incurred by the lender in connection with foreclosure including by not
limited to, fire Insurance premiums, title insurance expenses, recording fees, appraisal fees,
credit reports and any tax reporting services and additional expenditures paid by the lender on
additions, betterments and rehabilitations of improvements on the property encumbered
pursuant to plans approved by landlord, which consent may not be unreasonably withheld, and
other expenses necessary to place the improvements in marketable condition, such adjusted
principal to be paid or, at the option of City, amortized over the term and in accordance with the
schedule set forth in said note, the interest rate on the unpaid balance thereto to be as set forth
in said note.
12.7 City agrees to provide encumbrancer written notice of any default by
Tenant under this lease and an opportunity to cure at the time notice of such default is provided
to Tenant and give encumbrancer thirty (30) days to cure a monetary default or forty days,
encumbrancer shall have a reasonable time to cure such default provided that encumbrancer
commences to cure within said forty-five days and diligently prosecutes the cure to completion.
Such period of time shall include the time to complete a foreclosure action if encumbrancer
needs to gain possession of the Demise Premises to cure said default by Tenant.
13. DEFAULT AND REMEDIES.
13.1 Default by Tenant. In addition to the defaults described in Section 12
hereinabove, the occurrence of any one or more of the following events shall constitute a default
and breach of this Lease by Tenant; (a) the failure to pay any rental or other payment required
hereunder to, or on behalf of, City more than five (5) days after written notice from City to
Tenant that Tenant has failed to pay rent when due; (b) the failure to perform any of Tenant's
agreements or obligations hereunder (exclusive of a default in the payment of money) where
such default shall continue for a period of thirty (30) days after written notice thereof from City to
Tenant which notice shall be deemed to be the statutory notice so long as such notice complies
with statutory requirements, or in the event such failure cannot be cured within such 30 day
period, Tenant has not commenced curative measures within such period and Tenant is not
diligently pursuing same; (c) the vacation or abandonment of the Demised Promises by Tenant;
(d) the making by Tenant of a general assignment for the benefit of creditors; (e) the filing by
Tenant of a voluntary petition in bankruptcy or the adjudication of Tenant as a bankrupt; (f) the
appointment of a receiver to take possession of all or substantially all the assets of Tenant
located at the Demised Premises or of Tenant's leasehold interest in the Demised Premises; (g)
the filing by any creditor of Tenant of an involuntary petition in bankruptcy which is not
dismissed within sixty (60) days after filing; or (h) the attachment, execution or other judicial
seizure of all, or substantially all, of the assets of Tenant or Tenant's leasehold where such an
attachment, execution or seizure is not discharged within sixty (60) days. Any repetitive failure
by Tenant to perform its agreements and obligations hereunder, though intermittently cured,
shall be deemed an incurable default. Two (2) breaches of the same Covenant within a sixty
(60) day period, a notice having been given pursuant to (a) or (b) above for the first breach, or
three (3) of the same or different breaches at any time during the term of this Lease for which
notices pursuant to (a) or (b) above were given for the first two (2) breaches shall conclusively
be deemed to be an incurable repetitive failure by Tenant to perform its obligations hereunder.
IRV#15925 v1 -21- _w/// dSo"000
In the event of any such default or breach by Tenant, City may at any time
thereafter, without further notice or demand, rectify or cure such default, and any sums
expended by City for such "purposes shall be paid by Tenant to City upon demand and as
additional rental hereunder. In the event of any such default or breach by Tenant, City shall
have the right (i) to continue the lease in full force and effect and enforce all of its rights and
remedies under this Lease, including the right to recover Tenant's non-payment of any financial
obligation of Tenant hereunder as it becomes due under this Lease, (ii) to draw from the security
deposit amounts sufficient to reimburse City's actual costs, including attorneys' fees, which City
reasonably incurs as a result of Tenant's breach, or to reimburse City for Tenant's non-payment of
any financial obligation of Tenant hereunder; or(iii) at any time thereafter to elect to terminate the
Lease and Tenant's right to possession there under. Upon such termination, City shall have the
right to recover from Tenant:
(a) The worth at the time of award of the unpaid rental which had been
earned at the time of termination;
(b) The worth at the time of award of the amount by which the unpaid
rental which would have been earned after termination until the time of award exceeds the
amount of such rental loss that the Tenant proves could have been reasonably avoided;
(c) The worth at the time of award of the amount by which the unpaid
rental for the balance of the term after the time of award exceeds the amount of such rental loss
that the Tenant proves could be reasonably avoided; and
(d) Any other amount necessary to compensate the City for all the
detriment proximately caused by Tenant's failure to perform its obligations under the lease or
which, in the ordinary course of things, would be likely to result there from.
The "worth at the time of award" of the amounts referred to in subparagraphs (i)
and (ii) above shall be computed by allowing interest at three percent (3%) over the prime rate
then being charged by Bank of America, N.A. but in no event greater than the maximum rate
permitted by law. The worth at the time of award of the amount referred to in subparagraph (iii)
above shall be computed by discounting such amount at the discount rate of the Federal
Reserve Bank of San Francisco at the time of award plus one percent (1%), but in no event
greater than ten percent (10%).
As used herein, "rental" shall include the Monthly Rental, percentage rental equal
to the average percentage rental paid or payable by Tenant for the last twelve (12) months or
such lesser period as Tenant has been open for business, other sums payable hereunder which
are designated "rental" or"additional rental" and any other sums payable hereunder on a regular
basis such as reimbursement for real estate taxes,
Such efforts as City may make to mitigate the damages caused by Tenant's
breach of this Lease shall not constitute a waiver of City's right to recover damages against
Tenant hereunder, nor shall anything herein contained affect City's right to indemnification
against Tenant for any liability arising prior to the termination of this Lease for personal injuries
or property damage, and Tenant hereby agrees to indemnify and hold City harmless from any
such injuries and damages, including all attorney's fees and costs incurred by City in defending
any action brought against City for any recovery thereof, and in enforcing the terms and
provisions of this indemnification against Tenant.
IRV#15925 v1 -22- ?ACAP
Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an
abandonment of the Demised Premises by Tenant, shall not constitute a termination of this
Lease, or of Tenant's right of possession hereunder, unless and until City elects to do so, and
until such time City shall have the right to enforce all of its rights and remedies under this Lease,
including the right to recover rent, and all other payments to be made by Tenant hereunder, as
they become due. Failure of City to terminate this Lease shall not prevent City from later
terminating this Lease or constitute a waiver of City's right to do so.
13.2 No Waiver. Acceptance of rental hereunder shall not be deemed a
waiver of any default or a waiver of any of City's remedies.
13.3 City's Default. City shall not be in default unless City fails to perform
obligations required of City within a reasonable time, but in no event later than thirty (30) days
after written notice by Tenant to City and to the holder of any first mortgage or deed of trust
covering the Premises whose name and address shall have theretofore been furnished to
Tenant in writing, specifying wherein City has failed to perform such obligation; provided,
however, that if the nature of City's obligation is such that more than thirty (30) days are
required for performance then City shall not be deemed in default if City commences
performance within a (30) day period and thereafter diligently prosecutes the same to
completion. In no event shall Tenant have the right to terminate this Lease as a result of City's
default and Tenant's remedies shall be limited to damages and/or an injunction.
14. CONDEMNATION.
In the event a condemnation or a transfer in lieu thereof results in a taking of any
portion of the Demised Premises, City may, or in the event a condemnation or a transfer in lieu
thereof results in a taking of ten percent (10%) or more of the Demised Premises, Tenant may,
upon written notice given within thirty (30) days after such taking or transfer in lieu thereof,
terminate this Lease. Tenant shall not be entitled to share in any portion of the award and
Tenant hereby expressly waives any right or claim to any part thereof. Tenant shall, however,
have the right to claim and recover, only from the condemning authority (but not from City), any
amounts necessary to, reimburse Tenant for the cost of removing stock and fixtures. If this
Lease is not terminated as above provided, City shall use a portion of the condemnation award
to restore the Demised Premises.
15. MISCELLANEOUS.
15.1 Entry and Inspection. Tenant shall permit City and his agents to enter
into and upon the Demised Premises at all reasonable times following prior notice by City
(except in emergencies) for the purpose of inspecting the same or for the purpose of
maintaining the Demised Premises as required by the terms of this Lease or for the purpose of
posting notices of non-liability for alterations, additions or repairs, or for the purpose of placing
upon the property in which the Demised Premises are located any usual or ordinary "For Sale"
signs or any signs for public safety as determined by City. City shall be permitted to do any of
the above without any rebate of rent and without any liability to Tenant for any loss of
occupation or quiet enjoyment of the Demised Premises thereby occasioned. Tenant shall
permit City, at any time within six (6) months prior to the expiration of this Lease, to place upon
the Demised Premises any usual or ordinary "For Lease" signs, and during such six (6) month
period City or his agents may, during normal business hours, enter upon said Demised
Premises and exhibit same to prospective tenants.
[RV#15925 vl -23- /9 oL7
15.2 Estoppel Certificate. If, as a result of a proposed sale, assignment, or
hypothecation of the Demised Premises or the land there under by City, or at any other time, an
estoppel certificate shall be requested of Tenant, Tenant agrees, within ten (10) days thereafter,
to deliver such estoppel certificate in the form attached hereto as Exhibit "E', addressed to any
existing or proposed mortgagee or proposed purchaser, and to the City provided, and only to
the extent, the statements in such letter are accurate at such time. Tenant shall be liable for
any loss or liability resulting from any incorrect information certified, and such mortgagee and
purchaser shall have the right to rely an such estoppel certificate and financial statement.
15.3 Jurisdiction and Venue. The parties hereto agree that the State of
California is the proper jurisdiction for litigation of any matters relating to this Lease. and service
mailed to the address of tenants set forth herein shall be adequate service for such litigation.
The parties further agree that Riverside County, California is the proper place of venue as to
any such litigation and Tenant agrees to submit to the personal jurisdiction of such court in the
event of such litigation.
15.4 Partial Invalidity. If any term, covenant, condition or provision of this
Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions hereof shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereof.
15.5 Successors in Interest. The covenants herein contained shall, subject to
the provisions as to assignment, apply to and bind the heirs, successors, executors,
administrators and assigns of all the parties hereto; and all of the parties hereto shall be jointly
and severally liable hereunder,
15.6 No Oral Agreements. This Lease (i) covers in full each and every
agreement of every kind or nature whatsoever between the parties hereto concerning this
Lease, (ii) supersedes any and all previous obligations, agreements and understandings, if any,
between the parties, oral or written, and (iii) merges all preliminary negotiations and agreements
of whatsoever kind or nature herein. Tenant acknowledges that City or its agents or
representatives have made no representations or warranties of any kind or nature not
specifically set forth herein.
15.7 Authority_. In the event that either party is a corporation or a partnership,
each individual executing this Lease on behalf of said corporation or said partnership, as the
case may be, represents and warrants that he or she is duly authorized to execute and deliver
this Lease on behalf of said corporation or partnership, in accordance with a duly adopted
resolution of the Board of Directors, if a corporation, or in accordance with the Partnership
Agreement, if a partnership, and that this Lease is binding upon said corporation or partnership
in accordance with its terms. Each party represents and warrants to the other that the entering
into this Lease does not violate any provisions of any other agreement to which such party is
bound.
15.8 Relationship of Parties. The relationship of the parties hereto is that of
City and Tenant, and it is expressly understood and agreed that City does not in any way, or for
any purpose, become a partner of Tenant in the conduct of Tenant's business or otherwise, or a
joint venturer with Tenant, and that the provisions of this Lease and the agreements relating to
rent payable hereunder are included solely for The purpose of providing a method whereby
rental payments are to be measured and ascertained.
my e15925 Y1 24- **079
15.9 Nondiscrimination. Tenant herein covenants by and for itself, its heirs,
executors, administrators and assigns and all persons claiming under or through it, and this
Lease is made and accepted upon and subject to the following conditions: That there shall be
no discrimination against or segregation of any person or group of persons on account of race,
sex, marital status, color, creed, national origin or ancestry, in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment of the Demised Premises herein leased, nor
shall the Tenant itself, or any person claiming under or through it, establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the
Demised Premises.
15.10 Notice. Either party may change the address set forth herein by written
notice by certified mail to the other. Any notice or demand given by certified mail shall be
effective one (1) day subsequent to mailing. Wherever in this Lease it shall be required or
permitted that notice and demand be given or served by either party to this Lease to or on the
other, such notice or demand shall be given or served in writing and shall not be deemed to
have been duly given or served unless in writing, and personally served or forwarded by
certified mail, postage prepaid, addressed as follows:
To City:
Palm Springs International Airport,
3400 East Tahquitz-Canyon Way, Suite OFC,
Palm Springs, California, 92263,
Attn: Director of Aviation
Facsimile: (760) 318-3815
To Tenant:
Signature Flight Support Corporation
Attn: Director of Contracts
201 South Orange Avenue, Suite 100
Orlando, Florida 32801
Facsimile: (407) 648-7352
With a copy to:
Signature Flight Support Palm Springs (PS2)
Attn: General Manager
Palm Springs International Airport
210 North El Cielo Road
Palm Springs, California 92262
Facsimile: (760) 327-6509
15.11 Waiver. No delay or omission in the exercise of any right or remedy by a
non-defaulting party shall impair such right or remedy or be construed as a waiver. A party's
consent to or approval of any act by the other party requiring the party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of
any subsequent act. Any waiver by either party of any default must be in writing and shall not
be a waiver of any other default concerning the same or any other provision of this Lease.
fRV#15925 of -25- 7Ad\
15.12 Exhibits and Addenda. The Exhibits and Addenda attached to this Lease
are made a part hereof as if fully set forth herein. In the event of a conflict between the terms
and provisions of an Addendum and the terms and provisions of this Lease, the terms and
provisions of the Addenda shall prevail.
15.13 At Expiration of Termination of Lease. Upon the expiration or sooner
termination of this Lease, Tenant shall promptly deliver to City a quit claim deed conveying its
interest in the Demised Premises to City.
IRV#15925 V1 -26-
01/09/2004 FRI 12:36 FAX 003/003
IN WITNESS WHEREOF, the parties have executed and entered into this Lease as of the date first
written above.
CITY OF PALM SPRINGS
ATTEST: A municipal corporation
Sy: By:
City Clerk City Manager
APPROVED AS TO F RM:
City Attorney
TENANT: SIGNATURE FLIGHT SUPPORT CORPORATION, a Delaware corporation
Corporations require two notarized signatures: One from each of the following: A. Chairman of Board,President,or
any Vice Prosidont:AND B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer).
By: By:
Signature (notarized) Signature (notarized)
Name: Name:
Title: Title:
State of 0 State of ❑
County of ❑ss
County of ass
On ,before me, On ,before me,
personally appeared personally appeared
personally known to personally known to
me (or proved to me on the basis of satisfactory me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose name(s) is/are evidence) to he the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the his/her/their signatwo(s) on the instrument the
porson(s), or the entity upon behalf of which the person(s), or the entity upon behalf of which the
person(s)acted,executed the instrument. person(s)acted, executed the instrument.
WITNESS my hand and official seal. WITNESS my hand and official seal.
Notary Notary
Signature: Signature:
Notary Seal: Notary Seal:
IRV 91505 vl _27„ ���'
EXHIBIT"A"
LEGAL DESCRIPTION OF DEMISED PREMISES
SEE ATTACHED
Parcels 1, 2, 3, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 01-2, Expansion Parcel
Qua
Signature Lease Agreement _28_
SIGNATURE FLIGHT SUPPORT
LEASE PARCEL NO. 1
THAT CERTAIN PORTION OF THE NORTHWEST 1/4 OF SECTION 18,
TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN BERNARDINO BASE AND
MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE
OF CALIFORNIA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE WEST 1/4 CORNER OF SAID SECTION 18;
THENCE NORTH 0005'30"EAST, ALONG THE WESTERLY LINE OF SAID
SECTION 18, A DISTANCE OF 740.93 FEET;
THENCE SOUTH 89040'10"EAST, A DISTANCE OF 44.00 FEET TO THE
TRUE POINT OF BEGINNING;
THENCE NORTH 00005'30"EAST A DISTANCE OF 568.88 FEET;
THENCE SOUTH 89055'10"EAST A DISTANCE OF 319.94 FEET;
THENCE SOUTH 00005'30" WEST A DISTANCE,OF 570.28 FEET;
THENCE NORTH 89040'10" WEST A DISTANCE OF 319.97 FEET TO THE
TRUE POINT OF BEGINNING.
SAID PARCEL CONTAINS 4.18 ACRES, MORE OR LESS.
ft33
SIGNATURE FLIGHT SUPPORT
LEASE PARCEL NO. 2
THAT CERTAIN PORTION OF THE NORTHWEST 1/4 OF SECTION 18,
TOWNSHIP 4 SOUTH RANGE 5 EAST, SAN BERNARDINO BASE AND
MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE
OF CALIFORNIA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE WEST 1/4 CORNER OF SAID SECTION 18;
THENCE NORTH 0005'30" EAST, ALONG THE WESTERLY LINE OF SAID
SECTION 18, A DISTANCE OF 740.93 FEET;
THENCE SOUTH 89040'10"EAST, A DISTANCE OF 363.97 FEET TO THE
TRUE POINT OF BEGINNING;
THENCE NORTH 00005'30"EAST A DISTANCE OF 1020.47 FEET;
THENCE SOUTH 89055'10"EAST A DISTANCE OF 200.00 FEET;
THENCE SOUTH 00005'30" WEST A DISTANCE OF 1021.35 FEET;
THENCE NORTH 89040'10" WEST A DISTANCE OF 200.00 FEET TO THE
TRUE POINT OF BEGINNING.
SAID PARCEL CONTAINS 4.69 ACRES, MORE OR LESS.
SIGNATURE FLIGHT SUPPORT
LEASE PARCEL NO. 3
That certain portion of the Northwest 1/4 of Section 18, Township 4 South, Range 5 East, San
Bernardino Base and Meridian,in the City of Palm Springs,Comity of Riverside,State of California,
described as follows:
Commencing at the West 1/4 corner of said Section 18; thence North 0' 05' 30" East, along the
Westerly line of said Section 18, a distance of 1619.81 feet to the TRUE POINT OF BEGINNING;
thence continuing North 0" 05' 30" East, a distance of 305.00 feet; thence South 89' 55' 10" East, a
distance of 228.86 feet; thence South 0` 05' 30" West, a distance of 305.00 feet;thence North 89'
55' 10" West, a distance of 228.86 feet to the TRUE POINT OF BEGINNING, containing 1.60
acres, more or less.
too? Iq3!r
SIGNATURE FLIGHT SUPPORT
LEASE PARCEL NO. 4
THAT CERTAIN PORTION OF THE NORTHWEST 1/4 OF SECTION 18,
TOWNSHIP 4 SOUTH, RANGE 5 EAST, SAN BERNARDINO BASE AND
MERIDIAN, IN THE CITY OF PALM SPRINGS, COUNTY OF RIVERSIDE, STATE
OF CALIFORNIA, DESCRIBED AS FOLLOWS:
COMMENCING AT THE WEST 114 CORNER OF SAID SECTION 18;
THENCE NORTH 0005'30"EAST, ALONG THE WESTERLY LINE OF SAID
SECTION 18, A DISTANCE OF 740.93 FEET;
THENCE SOUTH 89040'10"EAST, A DISTANCE OF 563.89 FEET TO THE
TRUE POINT OF BEGINNING;
THENCE NORTH 00005'30"EAST A DISTANCE OF 471.35 FEET;
THENCE SOUTH 89055'10" EAST A DISTANCE OF 355.00 FEET;
THENCE SOUTH 00005'30" WEST A DISTANCE OF 472.89 FEET;
THENCE NORTH 89040'10" WEST A DISTANCE OF 355.00 FEET TO THE
TRUE POINT OF BEGINNING.
SAID PARCEL CONTAINS 3.85 ACRES, MORE OR LESS.
r
SIGNATURE FLIGHT SUPPORT
LEASE PARCEL NO. 6
That certain portion of the Northwest 1/4 of Section 18, Township 4 South, Range 5 East, San
Bernardino Base and Meridian,in the City of Palm Springs,County ofRiverside,State of California,
described as follows:
Commencing at the West 1/4 corner of said Section 18; thence North 0` 05' 30" East, along the
Westerly line of said Section 18,a distance of 1619.81 feet;thence South 89'55' 10"East,a distance
of 228.86 feet to the TRUE POINT OF BEGINNING; thence North 0' 05' 30" East, a distance of
305.00 feet; thence South 89' 55' 10" East, a distance of 135.00 feet;thence South 0" 04' 50" West,
a distance of 305.00 feet; thence North 89` 55' 10" West, a distance of 135.00 feet to the TRUE
POINT OF BEGINNING, containing 0.95 acres, more or less.
1�3�
EXHIBIT "A"
PALM SPRINGS INTERNATIONAL AIRPORT
SIGNATURE FLIGHT SUPPORT
LEASE PARCEL NO. 7
A portion of Lots 1 and 2 in Section 13 of Palm Valley Colony Lands, as shown by map on file
in Book 14, page 652 of Maps, Records of San Diego County, California, in the City of Palm
Springs, County of Riverside, State of California; described as follows:
Commencing at the northeast corner of Lot 1 of said Palm Valley Colony Lands, being the
northeast corner of Section 13, Township 4 South, Range 4 East, San Bernardino Meridian;
Thence South 89°27'20" West, a distance of 1237.82 feet along the North line of said Section 13:
Thence South 00°40'40" East, a distance of 654.99 feet;
Thence North 89°53'08" East, a distance of 98.00 feet to the point of beginning.
Thence North 89°53'08" East, a distance of 502.00 feet;
Thence South 00°40'40" East, a distance of 319.92 feet;
Thence South 89053'08" West, a distance of 502.00 feet;
Thence North 00°40'40" West, a distance of 319.92 feet to the point of beginning.
Contains 3.69 Acres, more or less.
7936
EXHIBIT "A"
PALM SPRINGS INTERNATIONAL AIRPORT
SIGNATURE FLIGHT SUPPORT
LEASE PARCEL NO. 8
("T" Bangers)
That portion of the Northeast 1/4 of Section 13, Township 4 South, Range 4 East, San
Bernardino Base and Meridian, in the City of Palm Springs, County of Riverside, State of
California, Being more particularly described as follows:
Commencing at the East 1/4 Comer of said Section 13;
Thence North 00 degrees 05' 30" East, along the Easterly line of said Section 13 a distance of
1,567 feet, said point also being the TRUE POINT OF BEGINNING;
Thence North 88 degrees 57' 20" West a distance of 327 feet;
Thence North 00 degrees 05' 30" East a distance of 376.35 feet;
Thence South 88 degrees 57' 20" East a distance of 327 feet;
Thence South 00 degrees 05' 30" West a distance of 376.35 feet to the TRUE POINT OF
BEGINNING, containing 2.83 acres, more or less.
EXHIBIT "A"
PALM SPRINGS INTERNATIONAL AIRPORT
SIGNATURE FLIGHT SUPPORT
LEASE PARCEL NO. 9
A portion of Lots 2 and 3 in Section 13 of Palm Valley Colony Lands, as shown by map on file
in Book 14, page 652 of Maps, Records of San Diego County, California, in the City of Palm
Springs, County of Riverside, State of California; described as follows:
Commencing at the northeast corner of Lot 1 of said Palm Valley Colony Lands, being the
northeast corner of Section 13, Township 4 South, Range 4 East, San Bernardino Meridan;
Thence South 89°27'20" West, a distance of 1237,82 feet along the North line of said Section 13;
Thence South 00°40'40" East, a distance of 414.00 feet to the point of beginning;
Thence South 00°40'40" East, a distance of 368.00 feet:
Thence South 89°27'20" West, a distance of 230.07 feet to a point in the East line of Civic Drive,
50.00 feet in width:
Thence North 00°11'44" West, a distance of 368.01 feet;
Thence North 89°27'20" East, a distance of 226.97 feet to the point of beginning.
Contains 1.93 Acres, more or less.
VO
EXHIBIT "A"
PALM SPRINGS INTERNATIONAL AIRPORT
SIGNATURE FLIGHT SUPPORT
LEASE PARCEL NO. 10
A portion of Lots 2 and 3 in Section 13 of Palm Valley Colony Lands, as shown by map on file
in Book 14, page 652 of Maps, Records of San Diego County, California, in the City of Palm
Springs, County of Riverside, State of California; described as follows:
Commencing at the northeast corner of Lot 1 of said Palm Valley Colony Lands, being the
northeast corner of Section 13, Township 4 South, Range 4 East, San Bernardino Meridan;
Thence South 89°27'20" West, a distance of 1237.82 feet along the North line of said Section 13;
Thence South 00°40'40" East, a distance of 318.00 feet to the point of beginning.
Thence South 00°40'40" East, a distance of 96.00 feet;
Thence South 89°27'20" West, a distance of 226.97 feet to a point in the East line of Civic Drive,
50.00 feet in width;
Thence North 00'11'44" West, a distance of 96.00 feet;
Thence North 89°27'20" East, a distance of 226.16 feet to the point of beginning.
Contains 0.499 Acres, more or less.
EXHIBIT "A"
PALM SPRINGS INTERNATIONAL AIRPORT
SIGNATURE FLIGHT SUPPORT
LEASE PARCEL NO. 11
A portion of Lot 2 in Section 13 of Palm Valley Colony Lands, as shown by map on file in Book
14, page 652 of Maps, Records of San Diego County, California, in the City of Palm Springs,
County of Riverside, State of California; described as follows:
Commencing at the northeast corner of Lot 1 of said Palm Valley Colony Lands, being the
northeast corner of Section 13, Township 4 South, Range 4 East, San Bernardino Meridian;
Thence South 89°27'20" West, a distance of 1237.82 feet along the North line of said Section 13;
Thence South 00040'40" East, a distance of 654.99 feet to the point of beginning.
Thence South 00°40'40" East, a distance of 320.58 feet;
Thence North 89°29'52" East, a distance of 98.00 feet;
Thence North 00°40'40" West, a distance of 319.92 feet;
Thence South 89°53'08" West, a distance of 98.00 feet to the point of beginning.
Contains 0.195 Acres, more or less.
EXHIBIT "A"
PALM SPRINGS INTERNATIONAL AIRPORT
SIGNATURE FLIGHT SUPPORT
LEASE PARCEL NO. 12
(TAXIWAY `G')
A portion of Lot 2 in Section 13 of Palm Valley Colony Lands, as shown by map on file in Book
14, page 652 of Maps, Records of San Diego County, California, in the City of Palm Springs,
County of Riverside, State of California; described as follows:
Commencing at the northeast corner of Lot 1 of said Palm Valley Colony Lands, being the
northeast corner of Section 13, Township 4 South, Range 4 East, San Bernardino Meridian;
Thence South 89°27'20" West, a distance of 1237.82 feet along the North line of said Section 13;
Thence South 00°40'40" East, a distance of 604.99 feet to the point of beginning.
Thence South 00°40'40" East, a distance of 50.00 feet;
Thence North 89°53'08" East, a distance of 170.00 feet;
Thence North 00°06'52" West, a distance of 50.00 feet;
Thence South 89°53'08" West, a distance of 170.49 feet to the point of beginning.
Contains 0.195 Acres, more or less.
EXHIBIT "A"
PALM SPRINGS INTERNATIONAL AIRPORT
SIGNATURE FLIGHT SUPPORT
LEASE PARCEL NO. 13
A portion of Lot 2 in Section 13 of Palm Valley Colony Lands, as shown by map on file in Book
14,page 652 of Maps, Records of San Diego County, California, in the City of Palm Sprigs,
County of Riverside, State of California; described as follows:
Commencing at the northeast corner of Lot 1 of said Palm Valley Colony Lands, being the
northeast corner of Section 13, Township 4 South, Range 4 East, San Bernardino Meridian;
Thence South 89°27'20" West, a distance of 1237.82 feet along the North line of said Section 13;
Thence South 00°40'40" East, a distance of 357.98 feet to the point of beginning.
Thence South 00°40'40" East, a distance of 247.01 feet;
Thence North 89°53'08" East, a distance of 427.00 feet;
Thence North 00°06'52" West, a distance of 247.00 feet;
Thence South 89°53'08" West, a distance of 429.43 feet to the point of beginning.
Contains 2.43 Acres, more or less.
SIGNATURE FLIGHT SUPPORT
PARCEL 14
A portion of Lots 2 and 3 in Section 13 of Pahn Valley Colony Lands, as shown by map
on file in Book 14, page 652 of Maps, Records of San Diego County, California, in the
City of Palm Springs, County of Riverside, State of California, described as follows:
Commencing at the northeast corner of Lot 1 of said Palm Valley Colony Lands,
being the northeast corner of Section 13, Township 4 South, Range 4 East, San
Bernardino Meridian;
Thence South 8902720" West, a distance of 1237.82 feet along the North line of
said Section 13;
Thence South 00°40'40" East, a distance of 782.00 feet to the point of beginning.
Thence South 00°40'40" East, a distance of 193.57 feet;
Thence South 89°29'52" West, a distance of 231.70 feet to a point in the East line
of Civic Drive, 50.00 feet in width;
Thence North 00'11'44" West, a distance of 193.41 feet;
Thence North 89°27'20" East, a distance of 230.07 feet to the point of beginning.
Contains 1.03 Acres, more or less.
PALM SPRINGS INTERNATIONAL AIRPORT
PALM SPRINGS, CALIFORNIA
01-2 PARCEL
That portion of the Northeast 1/4 of Section 13, Township 4 South, Range 4 East, San
Bernardino Base and Meridian, in the City of Palm Springs, County of Riverside, State of
California, being more particularly described as follows:
Commencing at the Northeast corner of said Section 13, thence along the Northerly line
of Section 13, South 89 degrees 48' 00" West a distance of 1,470.10 feet;
Thence South 00 degrees 06' 44" West a distance of 393.58 feet;
Thence North 89 degrees 48' 00"East a distance of 25.00 feet to a point on the Easterly
Right-of-Way of Civic Drive, said point also being the TRITE POINT OF BEGINNING;
Thence North 00 degrees 06' 44" East a distance of 333.69 feet to the beginning of a non-
tangent curve having a radius of 20.00 feet, a radial bearing passing through said point
bears South 89 degrees 53' 16"East;
Thence northeasterly along the are of said curve through a central angle of 89 degrees 41'
16"a distance of 31.31 feet to a point lying 40.00 feet South of the North line of said
Section 13, when measured at right angles;
Thence North 89 degrees 48' 00"East, tangent to last mentioned curve and parallel with
said North line a distance of 105.11 feet;
Thence South 00 degrees 06' 44" West a distance of 100 feet;
Thence North 89 degrees 48' 00"East a distance of 100 feet;
Thence South 00 degrees 06' 44" West a distance of 233.69 feet;
Thence South 89 degrees 48' 00" West a distance of 225.00 feet to the TRUE POINT OF
BEGINNING, containing 1.49 acres, more or less.
EXHIBIT "A"
PALM SPRINGS INTERNATIONAL AIRPORT
SIGNATURE FLIGHT SUPPORT
EXPANSION PARCEL
A portion of APN 677-270-022 and Portions of APN 677-260-012, 017, 018 & 023.
Conunencing at the Southwest corner of Gene Autry Trail and Tachevah Drive, Palm Springs,
California;
Parcel size 21.32 acres (928,521 square feet)
Legal Description APN 677-260-022; 8.65 AC M/L in POR SW '/4 of SEC 7 T4S R5E; APN 677-
260-012;4.30 AC M/L in POR S W'/4 SEC 7 T4S R5E;APN 677-260-01; 1.25 AC M/L in POR SW
1/4 SEC 7 T4S R5E;APN 677-260-018; 65.47 AC M/L in POR SW '/4 SEC 7 T4S R5E; APN 677-
260-023; 8.85 AC M/L in POR SW '/4 SEC 7 T4S R5E
EXHIBIT"B"
DEPICTION OF DEMISED PREMISES
See Attached
YS
Signature Lease Agreement _29_ ��
Alejo Roatl
Exhibit 0°B"
FUTURE TIE DOWN AREA
SIGNATURE FLIGHT SUPPORT
PARCEL LEASE PROPERTY PLOT
01-2
PARCEL NOT TO SCALE
10 GRAPHICAL REPRESENTATION ONLY
PARCEL
13
PARCEL Q_
9 ------------------------------------------ ITAXIWAY`G'
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PARCEL
12 Aviation Way
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NEW CORPORATE FACILITY
fPARCEL PARCEL PARCEL
1 2 4
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I
FLIGHT SUPPORT
EX
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EXHIBIT"B"
PLOT PLAN OF DEMISED PREMISES
PA
40'
S89°4810o"W �� 7
ALEJO ROAD � 1470.10' 13 18
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"1 v 2.173 ACRE c`Da
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25.00' $ 20144(flCRE' o
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1.8294 ACRE
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332.00
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EXHIBIT "C
DEPICTION OF EXISTING EXECUTIVE TERMINAL AND HANGAR
See Attached
Sigimture Lease Agreement -30- .7
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COMPLETION DATE
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17ECEMp�r vO,2005
_ SHEET TITLE
DATE
PWJ5i 6,2003
13
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6� j Palm 'gs
Intemahonal Airport
- AMERICAS RESOIdPORi
�X�Cu,nV� fEpMN� Palm Springs Intemational Airport
3400 East Tahquitz Canyon Way
J SXIS1ING OFNC7 5FACE Palm Springs,Ca6forma 92262
760.318.3800—FAX 760 318.3815
SHEET NO.
Exhibit °°G"
EXHIBIT "D"
DEPICTION OF "EXPANSION SPACE"
See Attached
Signature Lease Agreement -31_
EXHIBIT "D"
Plat Map
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palm Desert. California
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EXHIBIT "E"
ESTOPPEL CERTIFICATE
Tenant: Signature Flight Support Corporation
Landlord: CITY OF PALM SPRINGS, a municipal corporation
Date of Lease:
Demised Premises:
To:
The undersigned hereby certifies as follows:
1. The undersigned is the tenant ("Tenant") under the above-referenced lease
("Lease") covering the above-referenced premises ("Demised Premises").
2. The Lease constitutes the entire agreement between landlord under the Lease
("Landlord") and Tenant with respect to the Demised Premises and the Lease has not been
modified, changed, altered or amended in any respect except as set forth above.
3. The term of the Lease commenced on 20_, and,
including any presently exercised option or renewal term, will expire on
20_ Tenant has accepted possession of the Demised Premises and is the actual occupant
in possession thereof and has not sublet, assigned or hypothecated its leasehold interest. All
improvements to be constructed on the Demised Premises by Landlord have been completed
and accepted by Tenant and any tenant construction allowances have been paid in full.
4. As of this date, to the best of Tenant's knowledge, there exists no breach or
default, nor state of facts which, with notice, the passage of time, or both, would result in a
breach or default on the part of either Tenant or Landlord. To the best of Tenant's knowledge,
no claim, controversy, dispute, quarrel or disagreement exists between Tenant and Landlord.
5. Tenant is currently obligated to pay Monthly Rent in installments of
$ per month, and such monthly installments have been paid not more than one
month in advance. In addition, the Lease requires Tenant to pay percentage rent each month in
the amount of_percent (_%) and percentage rent has been paid through
20_ To the best of Tenant's knowledge, no other rent has been paid in advance and Tenant
has no claim or defense against Landlord under the Lease and is asserting no offsets or credits
against either the rent or Landlord. Tenant has no claim against Landlord for any security or
other deposits except $ which was paid pursuant to the Lease.
6. Tenant has an option to lease additional space within the Airport property of
which the Demised Premises are a part, as set forth in the Lease. Tenant has no option or
preferential right to purchase all of any part of the Demised Premises nor any right or interest
with respect to the Demised Premises other than as Tenant under the Lease. Tenant has no
right to renew or extend the term of the Lease except as set forth in the Lease.
IRV#15925 vl _32_ ,q5,
7. Tenant has made no agreements with Landlord or its agent or employees
concerning free rent, partial rent, rebate of rental payments or any other type of rent or other
concession except as expressly set forth in the Lease.
8. There has not been filed by or against Tenant a petition in bankruptcy, voluntary
or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or
arrangement under the bankruptcy laws of the United States, or any state thereof, or any other
action brought under said bankruptcy laws with respect to Tenant.
9. All insurance, which Tenant is required to maintain under the Lease, has been
obtained by Tenant and is in full force and effect and all premiums with respect thereto have
been paid.
Dated this day of , 20_
By:
Its:
IRV#15925 vI -33-
EXHIBIT "F"
NON-DISTURBANCE AGREEMENT
THIS NON-DISTURBANCE AGREEMENT is made this _ day of , 200_
by and between THE CITY OF PALM SPRINGS, a California municipal corporation ("Authority")
and , a ("Sublessee").
WHEREAS, Authority is the owner of certain real property located in Riverside County,
California, which property is subject to a certain lease dated January_, 2004 by and between
the Authority as Lessor and SIGNATURE FLIGHT SUPPORT CORPORATION ("Sublessor"),
as Lessee ("Prime Lease"); and
WHEREAS, Sublessor and Sublessee are about to enter into a sublease of a part of the
premises which are the subject matter of the Prime Lease (which sublease is attached hereto as
Exhibit A and is herein after referred to as the "Sublease"); and
WHEREAS, the parties hereto desire to assure Sublessee's possession of the premises
which are the subject matter of the Sublease upon terms and conditions therein set forth
irrespective of the termination of the Prime Lease, subject to the terms herein.
NOW, THEREFORE, in consideration of the covenants hereinafter set forth and of
Sublessee entering into the Sublease, the parties hereto do hereby agree as follows:
1. The Authority consents to the execution and delivery of the Sublease in the form
attached hereto as Exhibit A.
2. Provided the Sublease has not theretofore been terminated by Sublessor, in the
event of the termination of the Prime Lease before the expiration of the term of the Sublease, for
any reason other than the default of Sublessee, the Sublease shall continue as a lease between
the Authority as Lessor and Sublessee as Lessee with the same force and effect as if the
Authority as Lessor and Sublessee as Lessee had entered into a lease as of the date of the
termination of the Prime Lease containing the same terms, covenants and conditions (including
renewal options) as those contained in the Sublease for a term equal to the then unexpired term
of the Sublease. This provision shall not apply and the Sublease shall terminate as specified in
the Prime Lease if the Prime Lease is terminated under Section _therein [aviation-related
termination purposes].
3. Notwithstanding any provision in this agreement, any provision of the Sublease
shall be subordinate to any inconsistent provision in the Prime Lease and Sublessee shall not
be entitled to any right or remedy against Authority, its officers, employees or agents for any
refusal by Authority to comply with such inconsistent provision in the Sublease.
4. From and after any such termination of the Prime Lease:
a. Sublessee will attorn to the Authority, and the Authority will accept such
attornment, subject to the provisions of Sections 2 and 3 above;
Iav 415925 v1 -34- qsw
7
b. The Authority will have the same remedies for the breach of any
agreement contained in the Sublease which Sublessor had or would have had if the Prime
Lease had not been terminated;
5. Sublessee shall have the same remedies against the Authority for the breach of
an agreement contained in the Sublease that Sublessee would have had against Sublessor if
the Prime Lease had not been terminated.
6. No modification or amendment of the Prime Lease entered into by the parties
thereto in substitution or replacement thereof shall be valid or binding as against the Sublessee
without its prior written consent thereto, which consent shall not be unreasonably withheld.
7. Any notice or demand under the terms of this Agreement shall be in writing and
shall be given or made by mailing to the same by registered or certified mail addressed to the
respective parties at the addresses set forth opposite their signature below.
8. No modification, amendment, waiver or release of any provision of this
agreement shall be valid for any purpose unless in writing and duly executed by the party
against whom the same is thought to be asserted.
9. This agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, legal representatives, successors, assigns and sublessees
and shall be governed by the laws of the State of California.
CITY OF PALM SPRINGS
By
By
IRV#15925 v1 -35-
MINUTE ORDER NO.
APPROVING A NEW LEASE AGREEMENT
BETWEEN THE CITY OF PALM SPRINGS AND
SIGNATURE FLIGHT SUPPORT
CORPORATION FOR FIXED BASE OPERATOR
(FBO) SERVICES AT THE PALM SPRINGS
INTERNATIONAL AIRPORT WITH THE NEW
LEASE AGREEMENT SUPERCEDING
PREVIOUS AGREEMENT NO.'S 684 AND 3742
IN A FINAL FORM ACCEPTABLE TO THE CITY
ATTORNEY.
- -- - - - - - - - - - - - - -
I HEREBY CERTIFY that this Minute Order approving a new lease agreement
between the City of Palm Springs and Signature Flight Support Corporation for
Fixed Base Operator (FBO) services at the Palm Springs International Airport
with the new lease agreement superceding previous agreement No.'s 684 and
3742 in a final form acceptable to the City Attorney,was adopted by City Council
of the City of Palm Springs, California in a meeting thereof held on the 21st day
of January, 2004.
PATRICIA A. SANDERS
City Clerk