HomeMy WebLinkAboutA4157 - CA ONE SERVICE LEASE TERMINATION AIRPORT MO 6508 CA One Services, Inc.
Termination of Lease
AGREEMENT#4157
MO6508, 10-20-99
AGREEMENT FOR TERMINATION OF LEAST - _ -- —
This AGREEMENT FOR TERMINATION OF LEASE ("Termination") is made and
entered into as of the GNU day of October, 1999 ("Effective Date"), between the CITY OF
PALM SPRINGS, a California municipal corporation ("City") and CA ONE SERVICES, INC., a
wholly owned subsidiary of Air Terminal Services, Inc., a Virginia corporation ("Lessee") with
reference to the following facts and purposes:
RECITALS
A. City and Lessee's predecessor, Fred Harvey, hic., entered into that certain
Indenture of Lease Agreement No. 612, dated September 23, 1968, which lease was duly assigned
to Lessee on September 1, 1977, as duly amended from time-to-time (collectively the "Lease")
covering a portion of those certain premises known as Palm Springs International Airport
("Airport") as more particularly described in the Lease (the "Premises").
B. Pursuant to the Lease, Lessee is given the right to operate certain concession
facilities at the Premises for a term ending on August 31, 2000.
C. On November 3, 1993, the parties entered into that certain Supplemental Space Use
Agreement ("Supplemental Use Agreement"), granting Lessee the right to use Suite A1111
consisting of approximately 114 square feet of office space at the Airport, as more particularly
described in the Supplemental Use Agreement ("Office").
D. City and Lessee desire to terminate the entire Lease and Supplemental Use
Agreement upon the terns and conditions contained in this Termination.
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, City and Lessee agree as follows:
I. AGREEMENT TO TERMINATE
1. Termination. Subject to the terms and conditions of this Termination, City and
Lessee hereby agree to terminate the Lease effective at 11:59 p.m., Pacific Standard Time on
October 31, 1999 ("Termination Date"), and the use of the Office under the Supplemental Use
Agreement as of 11:59 p.m., Pacific Standard Time on November 5, 1999 ("Office Termination
Date")
2. Consideration for Lease Termination. The consideration which Lessee agrees to
accept for the termination of the Lease effective on the Termination Date, payment of amortization
costs of any kind and any other obligations of any kind under the Lease, and tennination of the
Supplemental Use Agreement, shall be the payment by City to Lessee in the amount of Four
Hundred Thousand and 00/100 Dollars ($400,000.00) ("Termination Payment"). City shall
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deliver the Termination Payment in one lump sum payment pursuant to the following schedule:
a. The City shall deliver a check for Three Hundred Seventy and 00/100
Dollars ($370,000.00) to Lessee on October 31, 1999 before 11:59 p.m.
b. The City Attorney's office, Rutan & Tucker, ("City Attorney") shall act as
the escrow agent for the purposes of holding the thirty thousand and 00/100 dollar
($30,000.00) balance of the Tennination Payment, which shall be delivered to Lessee
within forty-eight (48) hours of Lessee's delivery to City of possession to the Premises
subject to the terns of this Termination. Should the City Attorney receive any written
statement from the Airport Aviation Director, or her designee ("Airport Director"), with a
copy to Lessee, within forty-eight (48) hours of the Termination Date detailing any
damages, cleanup costs, disposal costs, or other similar costs (collectively "Cleanup
Costs") necessary to bring the Premises to a condition as required under Section II.2
herein, the City Attorney shall withhold any amount requested by the Airport Director, up
to a maximum of twenty thousand dollars ($20,000), necessary to pay such Cleanup Costs.
The City Attorney shall forthwith pay the undisputed balance of the Termination Payment
to Lessee, but no less than ten thousand dollars ($10,000.00). Lessee shall have no more
than ten (10) days after the Termination Date to cure any condition that are the subject of
the Cleanup Costs to the reasonable satisfaction of the City. Notwithstanding Lessee's
right to cure herein, the City may remove any conditions that are the subject of the
Cleanup Costs as necessary to avoid disruption to the Airport within the time Lessee has to
cure such conditions, and may deduct costs arising therefrom from the balance of the
Termination Payment. If Lessee fails to correct conditions, which the City has not
otherwise corrected pursuant to this subsection b, within ten (10) days of the Termination
Date, the Airport Director, upon remedying the conditions which were the subject of the
Cleanup Costs, shall deliver a written statement to the City Attorney authorizing the release
of the portion of the Termination Payment withheld, if any, which was not used by the
City to pay for the Cleanup Costs.
II. TERMINATION CONDITIONS
1. Proration. Rent and all other charges payable by Lessee under the Lease and
Supplemental Use Agreement ("Proration"), including, without limitation, real property taxes and
assessments and any apportionable utility charges (in the event that arrangements cannot be made
for separate billing) shall be prorated among the parties as of the Tennination Date and Office
Termination Date, respectively, based upon a three hundred sixty (360) day year and a thirty (30)
day month.
The parties shall use all commercially reasonable efforts to complete adjustments to the
Prorations to account for variations between actual costs and estimates, within a period of sixty
(60) days after the Termination Date. Notwithstanding anything herein to the contrary, the
provisions of this section shall survive lae Termination Date and Office Termination Date to the
extent necessary to allocate such amounts.
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2. Possession. Possession of the Premises shall be delivered to City as of the
Termination Date, and possession of the Office under the Supplemental Use Agreement shall be
delivered to City as of the Office Termination Date. Lessee shall leave the Premises and Office in
good condition and repair, reasonable wear and tear excepted, and free of trash, debris and other
discarded items.
3. Personal Property and Fixtures. Before the Termination Date and Office
Termination Date, Lessee shall remove any and all merchandise, equipment, furniture or any other
items of personal property which is not affixed to the Premises or Office and may be removed
without damage to the Premises or Office (collectively "Personal Property") which is the property
of Lessee under the terms of the Lease. All items of Personal Property shall exclude those fixtures
that are affixed to the Premises or Office and equipment considered a part of the Premises under
Article III of the Lease (collectively "Fixtures"), which Fixtures include, but are not limited to,
those items described at Exhibit "A" attached hereto and incorporated herein by this reference.
Any Personal Property left by Lessee at the Premises after the Termination Date and Office
Termination Date, respectively, shall become the property of City, and City may discard, use or
modify the Personal Property as it decides in its sole discretion.
III. RELEASE
1. Mutual Release of Liability.
a. City Release. As of the Termination Date, City hereby fully and
unconditionally waives, releases and forever discharges Lessee, its affiliates, subsidiaries, parent
corporations, officers, directors, shareholders, employees and agents from any and all of their re-
spective duties, obligations and liabilities arising from or connected in any way with (i) the Lease
or Supplemental Use Agreement, any amendments thereto and any documents related to the Lease
or Supplemental Use Agreement; and (ii) the Premises or Office, but excluding Lessee's failure to
deliver the Premises or Office in the condition described at Section II.2. in this Termination.
Except as provided herein, this Termination shall fully and finally settle all demands, charges, ex-
penses, debts, liabilities, defaults, breaches, obligations, claims, accounts or causes of action of
any nature, including, without limitation, attorneys' fees and costs, owing by Lessee to City,
whether known and unknown, based on, arising out of, related to, or connected with, either
directly or indirectly any term, provision, fact, event or occurrence related to or contained in the
Lease, Supplemental Use Agreement, Premises or Office.
b. Lessee Release. Lessee hereby fully and unconditionally waives, releases
and forever discharges City, its officers, directors, employees and agents from any and all of their
respective duties, obligations and liabilities arising from or connected in any way with (i) the Lease
or Supplemental Use Agreement, any amendments thereto, and any documents related to the Lease
or Supplemental Use Agreement; and (ii) the Premises or Office, including, without limitation, the
condition of the Premises or Office; but excluding the City's obligation to pay the Termination
Payment herein. This Termination shall fully and finally settle all demands, charges, expenses,
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debts, liabilities, defaults, breaches, obligations, claims, accounts or causes of action of any
nature, including, without limitation, attorneys' fees and costs, owing by City to Lessee, whether
known or unknown, based on, arising out of, related to, or connected with, either directly or
indirectly any term, provision, fact, event or occurrence related to or contained in the Lease,
Supplemental Use Agreement, Premises or Office.
C. General Release; (Exceptions and Qualifications.
(i) General Release. Each party expressly understands and
acknowledges that each release set forth in this Section III is intended to be a general release and
that it is possible that unknown losses or claims exist or that present losses may have been
underestimated in amount or severity, and each party represents and warrants that this uncertainty
was taken into account in determining the consideration to be paid for the giving of this
Termination, and that a portion of said consideration having been bargained for by the parties with
the knowledge of the possibility of such unknown claims was given in exchange for full accord,
satisfaction and discharge of all such claims. The foregoing waiver and release shall not be
construed as releasing any party from its respective obligations under this Termination.
d. City Attorney Release. Lessee hereby fully and unconditionally waives,
releases and forever discharges the City Attorney, its partners, officers, employees, or agents, for
any actions, suits, claims, damages, losses, costs, penalties, obligations, or liabilities, including,
without limitation, attorneys' fees and costs arising out of or in connection with the City
Attorney's obligations under this Agreement, including but not limited to Section I.2 herein.
Lessee acknowledges that the City Attorney is bound under the laws of the State of California to
uphold any lawful instruction, demand or request by the City which is contrary to that set forth in
Section I.2.
IV. MISCELLANEOUS
1. Due Execution. The person(s) executing this Termination on behalf of the parties
hereto warrant that (i) such party is dully organized and existing, (ii) they are duly authorized to
execute and deliver this Termination on behalf of said party, (iii) by so executing this Termination,
such parry is formally bound to the provisions of this Termination, and (iv) the entering into this
Termination does not violate any provision of any other agreement to which said parry is bound.
2. Entire Agreement. This Termination and the items incorporated herein contain all
the agreements of the parties hereto with respect to the matters contained herein; and no prior
agreement or understanding pertaining to any such matter shall be effective for any purpose. No
provision of this Termination may be amended or modified in any manner whatsoever except by
an agreement in writing signed by duly authorized officers or representatives of each of the parties
hereto.
3. Successors. The tenns, covenants and conditions of this Termination shall be
binding upon and shall inure to the benefit of the heirs, executors, administrators and assigns of
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the respective parties hereto.
4. Headings. Headings at the beginning of each numbered Section of this
Termination are solely for the convenience of the parties and are not a part of this Termination.
5. Survival. This Termination and all covenants, representations and warranties
contained herein shall survive the Termination Date and Office Termination Date and this
Termination shall remain a binding contract between the parties hereto.
6. Time. Time is of the essence for the performance of each and every provision of
this Termination, it being understood that each date set forth herein and the obligations of the
parties to be satisfied by such date have been the subject of specific negotiation by the parties.
7. Counterparts. This Termination may be signed by the parties in three or more
counterparts which, when taken together, shall constitute one and the same instrument.
;o
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SIN WITNESS WHEREOF, the parties herero have executed and delivered this
Termitlation as of the date written above.
"City"
CITY OF PALM SPRINGS,
a municipal corporation
By:
City Manager
ATTE$T:
sty APPROVED BY THE,CITY COUNCIL
Intl, NO
APP OVER AS TO FORM: ` -,7
City Attorney
"Lessee"
CA ONE SERVICES, INC., a wholly
owned subsidiary of Air Terminal Services,
Inc., a Virginia corporation
BY
Its, ✓-�tii ✓�' j
By :�
Its v `�
6271014014-W14/3292075 1 -6-
EXHIBIT "A"
DESCRIPTION OF FIXTURES
A description of which items of equipment, furniture and fixtures will remain at the Airport and
which will be removed from the Airport shall be more thoroughly described in the letter
agreements between Lessee and Paradies Company and Anton Airfoods, Inc., including any
exhibits thereto, attached to this Exhibit "A".
627/014084-0014/3292075.1
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CA On Services,Inc. 619327-4517
Palrngs Regional Airport 619773-6597 F.<
3400 Tahquitz-Canyon Way
iC Palm Springs,CA 92262
Anton AirFood
Palm Springs International Airport
3400 Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Bob Durrant
RE: Sale of certain assets—Palm Springs Airport (the "airport")
Dear Bob:
This letter is to confirm our understanding and agreement to sell certain of our assets
located at the above-described Airport to you effective the close of business on October
31, 1999. In consideration for the mutual covenants and conditions set forth below, the
parties agree as follows:
1. CA One Services will sell Anton Airfood, and Anton Airfood will
purchase the existing office frunishings currently in the Baggage Claim
office, in as-is, where-is condition without any representations or
warranties except as listed herein for the sum of$350.00. CA One
warrants it has title to such items and is selling same free and clear of
encumbrances. The following items are excluded and shall be removed by
CA One by Friday, November 5, 1999: all computers (hard drives,
monitors, printers), leased copy machine, fans, radio.
Anton Airfood will forward CA One Services its cashier's check for$350.00 upon.
execution of this letter.
1 I)P 1.1,1 drf \nrih Cwv pan, ..
CA One Services,Inc. 6193274517
Paloings Regional Airport 619778-6597 Fax
3400 Tahquitz-Canyon Way
CPalm Springs,CA 92262
A1r agreement constitutes the entire agreement between the parties hereto and
supersedes all negotiations and prior discussions. Please execute the enclosed copy of
this letter in the space provided below as confirmation of our understanding and
agreement in this matter.
Very truly yours,
CA On e
By." e G
Date:
Accepted d Agreed to:
Anton od
By:
Date:
f;
\ UrLrn ary \unh Cniu p.un .,
CAOne aces,Inc. 619327-4517
Palms Regional Airport 619778-6597 F.
3400 Tahquitz-Canyon Way
1 Palm Spring.CA 92262
Paradies Company
Phoenix Sky Harbor Int'1 Airport
3400 Sky Harbor Boulevard
Terminal 3
Phoenix, Arizona 85034
Attn: Richard Ebben
Regional Manager
RE: Sale of certain assets—Palm Springs Airport (the "airport")
Dear Mr. Ebben:
This letter is to confirm our understanding and agreement to sell certain of our assets
located at the above-described Airport to you effective the close of business on October
31, 1999. In consideration for the mutual covenants and conditions set forth below, the
parties agree as follows:
1. CA One Services will sell Paradies Company, and Paradies Company will
purchase the existing retail fixtures, display cases, shelving and floor
fixtures currently in the Southwest store and the news kiosk, in as-is,
where-is condition without any representations or warranties except as
listed herein for the sum of$1,000.00. CA One warrants it has title to
such items and is selling same free and clear of encumbrances. The
following items are excluded and shall be removed by CA One or the
owner at the close of business October 31st: all vendor owned beverage
display units, all vendor owned retail display units (DeBry, Recycled
Greetings, post cards, coffee mugs), all cash registers, all telephones,
stacking display tables and cart at the SW store, floor slatwall-four-way
fixture outside the news kiosk.
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Paradies will forward CA One Services its cashier's check for$1,000.00 upon execution
of this letter.
This letter agreement constitutes the entire agreement between the parties hereto and
supersedes all negotiations and prior discussions. Please execute the enclosed copy of
this letter in the space provided below as confirmation of our understanding and
agreement in this matter.
Very truly yours,
CA On S rd' e
Date: zd
Accepted and Agreed to:
Paradies C ]an� 4
By:
Date:
CA One es,Inc. 716 858-5000
438 Mai et
A Buffalo,NewYork 14202
CA .9
October 28, 1999
Anton Airfoods, Inc.
Main Terminal Hangar 12
2"d Floor
Washington, DC 20001
Attn: Robert Durrant
Director of Operation
RE: Sale of certain assets—Palm Springs Airport(the "Airport")
Dear Mr. Durrant:
This letter is to confirm our understanding and agreement to sell certain of our assets located
at the above-described Airport to you effective the close of business on October- 1999. In
consideration for the mutual covenants and conditions set forth below, the parties agree T9 follows:
1. CA One will sell Anton Airfoods, Inc. and Anton Airfoods will purchase
substantially all of CA One's smallwares and miscellaneous equipment and its liquor
license at the Airport, in where-is as-is condition without any representations or
warranties whatsoever except as described herein for the sums of $13,000 and
$5,000, respectively. CA One warrants that it has title to such items and is selling
same free and clear of encumbrances. The following items are excluded and shall
removed from the Airport by CA One on or before November 15, 1999: Cafe Premo
Cart (and equipment); Pelick beer units; Delfield display refrigerator, all cash
registers/POS System; computers and computer software; and Simplex time recorder.
2. In addition, CA One will sell Anton Airfoods $5,000 in cash for working capital.
3. Anton Airfoods, Inc. will also purchase remaining saleable and usable food and
beverage inventory, non-logo bearing paper supplies (Coca Cola cups and menus
excluded), and cleaning supply inventory at book value as determined by final
inventory at close of business, October 29, 1999. Said inventory will be witnessed
by representatives of both parties.
G:\LEGALWRK\CAONE\AIRPORTS\PALMSPRG\DOC\AIRFOOD DOC
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4. Payment of the amount due shall be made as follows:
a) Anton's will forward CA One its cashier's check for $10,000 and will pay
$5,000 into escrow for the liquor license immediately upon execution of this
letter. A second check for the balance due for smallwares and for product
purchased will be issued no later than November 2, 1999.
b) Meter readings and switch over of service with respect to water utilities will
occur on Friday, October 29, 1999. Gas, electric and telephone turnover
shall occur on Friday, October 29, 1999. Nonetheless, Anton Airfoods, Inc.
will indemnify and defend CA One fiom any long distance charges occurring
after the closing.
This letter agreement constitutes the entire agreement between the parties hereto and
supersedes all negotiations and prior discussions. Please execute the enclosed copy of this letter in
the space provided below and return it to my attention as confirmation of our understanding and
agreement on this matter.
Very truly yours,
CA ONE SERVICES, INC.
By:
Accepted and Agreed to:
Anton Airfo�ods�,InTc.
By:
2
G\LEGALW nCAONEVIRPORTS\PALMSPRG\DOCWIRFOOD DOC
Palm Springs
Equipment List
October 29, 1999
Listed below is equipment and furnishings to be purchased by Anton Airfood, Inc. from CAI
(Concessionaire, Palm Springs) as of the above date.
Flight Kitchen
1 Manitowac series 600 ice making machine with compresser and bin
2 —gas"Smovket" convection ovens
1 Vulcan reach in 2 door cooler
1 Herrick reach in s/s 2 door freezer (one side does not work)
2 cutting board wood top prep tables— each 8 feet long on wheels
1 Hobart mixer with cheese shredder and other attachments
10 s/s wire racks for storage
I Manitowac series 1300 ice making machine with compresser and bins
`OGITZUOLL 4� .�h� j,
1 Large scale, counter model
1 small scale
Production Kitchen
3 "Kooks" 2 door s/s stacked coolers by kitchen
1 "Kooks" s/s stacked freezer by kitchen
All cooking utensils, spatulas, spoons, etc.
All s/s pans and containers
Area Beside Line Kitchen
1 Hobart slicer `
1 Hatco Belt toaster
I Hot dog grill VO f✓��
-I-na�eke-ehip-warrrte� � ^,(,�(A
d T✓�
1 pop up toaster
1 s/s prep table, 8 foot
Dish Room
3 bus carts
approximately 15 Dish racks
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Outside—by back dining room
I —2 door s/s counter reach in
1 s/s 8 foot prep table on wheels
1 Reneku espresso machine
I Carlisle portable salad bar
1 "Carts of Colorado" movable cart with sode and beer dispensers, with
sneeze guard and ice dispensers
1 Perlich beer bottle reach in cooler
13 compartment sink with speed rail
1 Perlich s/s ice bin with speed rail
1 tall"bump back" white display with lights
1 "E" series single door upright freezer
1 doubledeck s/s prep table with drawer
1 small ice machine
1 small rlienl^ F .i ^t,-.�e�?� I �2`,1?ZfkTQ1��
1 3 well dry hot table
1 Bakers pride small pizza oven double rack with lava rock
1 Bunn coffee brewer, pour through type
3 bar stools, tall without seats
1 espresso coffee grinder
1 pop corn maker with glass enclosure
2 tables, badly damaged about 36" X 36"
2 tables, 2 seat, badly damaged, about 30" J130'�
1 Snapple ice cooler on wheels—Jui wl` 6d'"I
In Remote Operation in Open Holding areas
1 tall, 2 door white"Bump Box" for display wf is
1 largo hot dog belt w8rFflefs C Pc
1 e, sma anish and pastry isp aTy case
1 small 2 seat table, old, damaged
2 round patio style tables, white
5 patio chairs, white
Near Back Door of Restaurant on AOA
Vulcan, double door pizza oven, crated, large .
1 Kelvinator 8 tub ice cram freezer
/ 1
Accepted by Al Pc/ ✓'/ Date y
Verified by Anton Airfood Following Takeover
Date:
Cash Room
I unit of locked cash drawers, 36, with keys
I double floor safe, 2 combinations
I small floor drop safe
2 desks, office chairs, etc.
t employee time clocks on wall Go&5 w1 CA 1�
Front Line Dining Room
I Morris milk dispenser
1 Toshiba Microwavepo—�
1 Bunn Iced Tea dispenser, automatic�✓�"'L'JN kv-61)
1 Savory belt toaster
1 Bunn, pour over coffee brewer, 3 warmers
All china dishes, cups, bowls, etc.
All flatware including knives, forks, spoons, soup spoons, steak knives, etc.
All s/s containers, plastic containers, boxes, etc.
All salt and peppers, sugar containers and other table settings
All coffee pots, and other utensils
Dining Room
1 Dreyers soft ice cream/yogurt machine
1 Zenith 27" television set
1 VCR digital player
I Taylormate Yogurt Machine, counter model
1 white ice cream freezer for ice cream tubs
1 Hamilton Beach 3 head mike shake mixer
3 wooden childs high chairs
1 Automatic 2 burner coffee machine
10 square tables 36" X 36"
8 square tables 30" X 30"
3 rectangular tables about 30" X 40"
2 larger 2 seat tables about 24" X 36"
3 smaller 2 seat tables - about 24" X 30"
94 chairs, white with green seats
Located In Bar
I Rotating pizza warmer, glass
I belt hot dog warmer
1 2 burner coffee warmer
1 24" television
1 19" television
8 bar stools, tall, white with green seats
11 round bar tables
35 chairs, white with green seats
1 condiment table
4 stand alone signs
• CA Onoces,Inc. 716 858-5000
438 Main Street
Buffalo,New York 14202
r•.w,
November 18, 1999
VIA FEDERAL EXPRESS
Frederick Galante, Esq.
Rutan &Tucker
611 Anton Boulevard, 14th Floor
Costa Mesa, California 92626
Dear Fred:
Pursuant to your request, I am enclosing copies of the agreements we entered into
with Anton AirFood and Paradies Company in connection with the termination of operations by
CA One Services at Palm Springs Regional Airport.
Best regard
Terry C. Burton
Assistant General Counsel
1 Urla..arr Aonh I.0 in pnm C�