Loading...
HomeMy WebLinkAbout03085 - ANNENBERG AIRPORT HANGER LEASE ' Ci—r CiLiZ"; ?"a • �5 ° OY PALM S � p�- City ®f Palm Springs Dcoarrmeni ofAviarion . Palm Springs International Airport \•` �`OR�oR'ED`p9 �" 1 3400 E.'Pal°quirz Canyon Way,8mre OFC • P:ilm Springs,California 92262-6966 6'q4 1 Fo RN A Tcl.(760)318-3800 • Fax:(760)318-3315 • Wcb:www.pArnsp4rrgsairporc.mm March 24, 2009 _ 1� d/, 1�n�JL)o Mr. Stan Johnson Aviation Dept. Manager Annenberg Estate c/o Atlantic Aviation International Airport 8375 Enterprise Ave. Philadelphia, PA 19153 RE: TERMINATION OF LEASE No. 3085 Dear Mr. Johnson: To confirm your letter of March 19, 2009 Lease No, 3085 with the City of Palm Springs for an Aircraft Hangar at Palm Springs International Airport will be terminated effective June 30, 2009 due to the death of Mrs. Lenore Annenberg. Please advise the date prior to 6/30/09 the premises have been officially vacated. On behalf of the City of Palm Springs, it has been an honor and a pleasure to work with you and everyone else involved in the hangar lease over the years. If you have any questions or concerns regarding this matter, please contact me at 760.318.3901 or via email at Thomas_Nolan@palmsprinas-ca.gov Sincerely, ` �� Thomas Nolan, A.A.E. Executive Director--Airport N cc: Outgoing correspondence file Annenberg Hangar file ` T= Accounts Receivables/ City of Palm Springs r, N Post Office Box 2743 • Palm Springs, California 92263-2743 • )LEONORE ANNENBERG C/O ATLANTIC AVIATION INTERNATIONALAIRPORT 8375 ENTERPRISE AVE. PHILADELPHIA,PA 19153 March 19, 2009 Mr. Thomas Nolan Executive Director of Palm Springs Airport 3400 E. Tahquitz Canyon Way Suite QFC Pahn Springs, CA 92262 Mr. Nolan; As we discussed in our telephone conversation this morning, because of the death'Mrs. Leonore Annenberg on March 12, 2009 her estate will be terminating her lease agreement 93085 with the City of Palm Springs in accordance with Article X11 (Lessee's option to Terminate for Death) page 14. Please consider this letter as our notice of intent to terminate under our agreement. As we discussed on the telephone Atlantic Aviation may want to lease the hangar from the city, we would not want to be involved in any other agreement. Thank you for getting back to me so quickly, it has always been a pleasure dealing with the Airport. Yours truly, Stan 7 son Jr. 1�* Aviation Department Manager 215-365-1302 n,s? zva% DEPT. AMVN AMENDMENT NO. 2 TO LEASE WITH LEONORE ANNENBERG This AMENDMENT NO. 2 TO LEASE NO. 3085 WITH LEONCRE. ANNENBERG ("Amendment No. 2") is made and entered into this 2_2_day of 006, by and between the CITY OF PALM SPRINGS, a California njOicipal corporation ("City') and LEONORE ANNENBERG ("Successor Tenant"), RECITALS WHEREAS, on March 18, 1992, City and Tenant entered into that certain Lease with Walter H. Annenberg ("Agreement"), for Tenant's lease of certain real property at the Palm Springs International Airport ("Airport"), as more specifically described in the Agreement. WHEREAS, Lease Agreement No. 3085 allowed Tenant the option of two (2) five-year extensions, the first for a period beginning September 15, 1996 and ending September 14, 2001, and the second for a period beginning September 15, 2001 and ending September 14, 2006. WHEREAS, Tenant, in accordance with the requirements of Lease Agreement No. 3085, has provided written notification of intent to exercise its option to amend said Agreement through September 14, 2001, and City has accepted such notice as timely given. WHEREAS, assignment of Lease Agreement No. 3085 to Leonore Annenberg was granted effective February 19, 2003. WHEREAS, Tenant has requested of City to amend Lease Agreement No. 3085 allowing Tenant a five (5) year extension. WHEREAS, the parties wish to amend the Agreement pursuant to the terms of this Amendment No. 2, superseding Amendment No. 1 in its entirety. AGREEMENT NOW, THEREFORE, in consideration of the promises of the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant agree as follows: 1. Amendment to Article I. Article I of the Agreement entitled "TERM" shall be amended to add the following clause immediately following the existing language in such Article I, with all such existing language remaining unmodified and in full force and effect: Annenberg Agreement No. 3085 Amendment No. 2 Page 1 of 3 Palm Springs International Airport CRC NAL SQL pLND/OR AGRFEXE%r� T ' "D. Lessor and Lessee agree to extend the term of the lease for an additional five year period, which shall be for a period beginning September 15, 2006 and finally terminating September 14, 2011 at a monthly rental of$1,993.54. 2. Article XXII. — Lessor and Lesse agree that Recapture provisions shall be deleted in its entirety. 3. Amendment No. 1. The parties agree that this Amendment No. 2 supersedes Amendment No. 1 in its entirety. 4. Due Execution. The person(s) executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. 5. Full Force and Effect. The parties further agree that, except as specifically provided in this Amendment No. 2, the terms of the Agreement shall remain unchanged and in full force and effect. [SIGNATURES ON NEXT PAGE] Annenberg Agreement No, 3085 Amendment No, 2 Page 2 of 3 Palm Springs International Airport i l - IN WITNESS WHEREOF the parties have executed and entered into this Agreement as of the date first - - -written above. ATTEST. CITY of PALM SPRING J/ a municipal corporate - -City Clerk Cry Manager PPROVED FORM' APPROVED BY CITY COUNCIL ' By City ney CONTRACTOR: Check one. Individual —Partnership_Corporation Corporations require two notarized signatures One from each of the following: A. Chairman of Board President, or any Vice President AND B Secretary,Assistant Secretary,Treasurer,Assistant Treasurer�r Chia,Fina cial Ofricer. I�Jt F /j Signature(notarized) .�1f \ Signature(notarized) Name Lf onore Annenberg Name Title: Title. \� State of P tad 1 47✓h1 G State of County of County of \ e On`9•Z1-ale before me, N 'r�.. t,, On bcf\Ce me, personally appeared LLoy%01r2 �.-�enlpt��� personally appe ed1 pasenaf4y-IFaaw�taaae(or proved to me on personally known to rye(or proved to me on the basis of satisfactory evidence)to be the the basis of satisfactory evidence)to be the personN whose nam*)r&r,�subscribed person(s)wl�,ase names) is/are subscribed to the within instrument and acknowledged to the withiIn{instrument end acknowledged to me that heO/th5y executed the same to me that^^he/she/they executed the same in h /th&Ir authorized capacity(res), and in his/herltheir authorized capacity(ies), and that b /th2ir signatures(C on the that by his/her/their signatures(s)on the instrument The person , or entity upon instrument the person(s),or tity upon behalf of which the person(Vacted, behalf of which the person(s)latter, executed the instrument, executed the instrument. WITNESS my h d d official seal WITNESS my hand and official\seal. Notary Signature 4 Notary,Signature Notary Seal: Notary Seal M. LAMORIE COmmissfon fi 16«5799 a "••."6 NoTcry Public-CaRtomiC 7 Dfin a M dos Angeles county � "L ly Comm.Enplres Dec 26,2009p� Annenberg Agreement No. 3085 Amendment No 2 Page 3 of 3 Palm Springs International Airport Walter H. Annenberg - Airport Aircraft Hanger Lease Amend #1 5 Yrs./9-14-2001 AGREEMENT #3085 M06078, 1-7-98 FIRST AMENDMENT TO LEASE AGREEMENT— — - — — — NO. 3085 THIS FIRST AMENDMENT TO LEASE AGREEMENT NO. 3085 ("Amendment') is entered into this a 5— day of 1998 by and between the CITY OF PALM SPRINGS, a municipal corporation ("Lessor") and WALTER H. ANNENBERG ("Lessee"). RECITALS A. Lessor and Lessee entered into that certain Lease Agreement No. 3085 pursuant to which Lessor leased to Lessee that certain real property more particularly described therein ("Demised Premises") for the period beginning September 15, 1991 and ending September 14, 1996. B. Lease Agreement No. 3085 allows Lessee the option of two five-year extensions: the first for a period beginning September 15, 1996 and ending September 14, 2001, and the second for a period beginning September 15, 2001 and ending September 14, 2006. C. Lessee, in accordance with the requirements of Lease Agreement No. 3085, has provided written notification of intent to exercise its option to amend said agreement through September 14, 2001, and Lessor has accepted such notice as timely given. D. Lessor and Lessee desire to remove recapture provisions as more particularly set forth herein. E. Lessor agrees that they will allow Lessor unrestricted access, at all times during the term of this Agreement, to the emergency services access road, as it currently exists or may be modified in the future, that crosses the northeast corner of the Demised Premises, NOW THEREFORE, the parties hereto agree that Agreement No. 3085 is hereby amended by deleting ARTICLE XXII - RECAPTURE thereof in its entirety. IN WITNESS WHEREOF, this first Amendment to Lease Agreement No. 3085 was entered into as of the date first write above. ATTEST: I a CITY F PALM SPRI S, IFORNIA By City Clerk City Manager REVIEWED &APPROVED AS TO FORM WALTER H. pANNENBERG By ' Walter H. Annenberg - Airprt 0 Aircraft Hanger Lease 5 yrs ending 9-13-96 INDENTURE OF LEASE AGREEMENT #3085 M04968, 3-18-92 THIS INDENTURE OF LEASE, dated as of /, ��UL L /1 , 1992 , made and entered into by and between the CITY OF PALM SPRINGS, CALIFORNIA (hereinafter called "the City" or "the Lessor") ,and WALTER H. ANNENBERG (hereinafter called the "the Lessee") , having an office at St. David' s Center, Suite A-200, 150 Radnor-Chester Road, Radnor, Pennsylvania 19087. W I T N E S S E T H: WHEREAS, the City owns and operates the Palm Springs Regional Airport (the "Airport") and has thereon certain properties, facilities and rights which it desires to lease; and WHEREAS, in 1989 , JB Air Corporation ("JB Air") entered into an Indenture of Lease with the City (the "JB Air Lease") wherein JB Air leased an approximately 10, 000 square foot hangar facility at the Airport; and WHEREAS, JB Air desires to terminate the JB Air Lease; and WHEREAS, the Lessee desires to lease the premises formerly leased by JB Air; NOW THEREFORE, for and in consideration of the rents, covenants and agreements made and contained herein and for other valuable consideration, the receipt of which is hereby acknowledged, the City does hereby demise, rent and let to Lessee, and Lessee does hereby hire, take and lease from the City the following premises and rights under the conditions and for the period as specified in this agreement: A. A *Fcel of land approximatelol .43 acres in size located on the Airport north of the Civic Center, all as more particularly described in the attached Exhibit A; B. The right -to the exclusive use of the premises demised for the purpose of constructing and operating a 10, 000 square foot hangar. ARTICLE I - TERM A. The term of this Lease shall be from the date hereof and terminate on September 14 , 1996, unless sooner terminated or extended in accordance with any of the provisions of this Lease. B. The rental provisions of this Lease shall be calculated as though the term of this Lease commenced on September 15, 1991, and had been, and shall hereafter be, adjusted as hereinafter set forth. The Lessee agrees to pay to the City as rental for the land and rights .hereby demised the following amounts: (i) For each year of this Lease, commencing on September 15, 1991, an amount of Sixteen Thousand Nineteen ($16, 019 . 00) Dollars, payable monthly in advance in the amount of One Thousand Three Hundred Thirty-four Dollars and Ninety-one Cents ($1 , 334 . 91) on the first business day of each month. Rent for a partial month shall be prorated on a 30-day basis. (ii) For any option period elected under this Lease, an amount of money to be determined by revising the annual base rent of $16, 019 . 00 to reflect the change, if any, in the cost of living as shown in the Consumer Price Index (CPI) . The rental shall be revised effective September 16, 1996 , and every five (5) years thereafter, using the CPI for the preceding July. The rent 2 Ifor each five-yea 0eriod shall be the rent f*the preceding five- year period plus a percentage of that rent which is equal to the percentage increase in the CPI for the same preceding five-year period. During any five-year period, the adjustment shall not exceed thirty percent (30%) . For the purpose of this computation, it is agreed that the CPI for the month of July is the base or one hundred percent (100o) . The CPI for July, 1991, was 418 . 2. The CPI Index to be used is that reflected by the "Consumer Price Index, All Items, All Urban Consumers, Los Angeles-Anaheim- Riverside Metropolitan Area, 1982-84 - 100" published by the Bureau of Labor Statistics of the United States Department of Labor. If there is any change in the method of calculation or formulation of said price index for any reason whatsoever, or if that index shall be no longer published, then another index generally recognized as authoritative shall be substituted by agreement. In any event, the base used by the new index shall be reconciled to the 1982-84 Index. All rentals, fees and other charges not timely received by the City, and within fifteen (15) days after receipt by the Lessee of a notice of delinquency, will bear a late charge equal to five percent (5%) of the payment due and owing. If such rentals, fees and other charges are not received within thirty (30) days, interest shall accrue on the unpaid balance, plus the unpaid late charge, at the rate of twelve percent (12%) per annum or the highest rate which may be legally charged, whichever is lower, from the due date until paid :in full . The rental due, as set out hereinabove, shall be payable on the first of each and every month throughout the term of this Agreement. C. The City hereby grants the Lessee an option of two 3 I (2) additional fiGyear periods, the first •which shall be for a period beginning September 15 , 1996, and ending September 14 , 2001, and the second of which shall be for a period beginning September 15, 2001, and finally terminating on September 14 , 2006 . In the event the Lessee desires to exercise said options, they shall be exercised not earlier than one hundred twenty (120) days or later than sixty (60) days prior to the effective date of each such option. This Lease, or any assignment of this Lease, shall terminate on September 14 , 2006 . It is understood and agreed that, in the computation of rentals under the option, the same formula set out in Article I , Paragraph B(ii) , shall be used and that rentals shall be adjusted in accordance with the said formula for each of the five-year option periods. It is further understood and agreed that any termination of this Lease by either party, or either party's assignee, shall not entitle the Lessee to any compensation for unamortized investment. ARTICLE II - RIGHTS OF LESSEE The City agrees that the Lessee, upon paying the rental hereunder and performing the covenants of this Agreement, may quietly have, hold and enjoy the leased premises during the term of this Agreement, and that the Lessee shall have the right to use, in common with others, the public facilities at the Airport. The Lessee shall also have the right of ingress and egress from his leased premises and the public facilities for his employees, visitors and customers. ARTICLE III - RESTRICTIONS ON LESSEE A. The Lessee shall be specifically excluded from the right to sell , store and/or deliver aircraft fuels and lubricants 4 on the Airport. Lessee shall be specifi*ly excluded from engaging in the storage or servicing of aircraft within the leased premises unless such aircraft are owned or operated. by the Lessee. B. The Lessee shall not sell , or bring on the Airport to be sold, any foods or beverages unless prior permission for such activity has been requested and received, in writing, from the City. C. The Lessee shall not sublease any of his premises or other rights on the Airport to any other party, whether or not such are presently tenants of the Airport, without written permission of the City. Such permission shall not be unreasonably withheld, but may be conditioned on the payment of additional rents or on the agreement of the Lessee and the proposed sub-tenant to additional lease conditions as may be considered by the City to be necessary for the protection of the rights of other Airport tenants, the Airport or the City. D. The Lessee shall not engage in any commercial activities offering services of any kind to the general public on the demised premises ; leasing or chartering of the aircraft from time to time on a non-public basis shall not be included in this definition of "commercial activities. " ARTICLE IV - OBLIGATIONS OF LESSEE A. The Lessee agrees, without limiting the generality thereof, to observe and obey and to compel any of his employees, invitees or those doing business with him to observe and obey all such rules and regulations of the City which are now in effect or which may hereafter be promulgated, provided that such further rules and regulations shall not unreasonably conflict with the 5 provisions of thi0ease. • B. The Lessee agrees to provide his own janitor and cleaning service and to maintain at all times his leased premises in a clean, orderly, sanitary condition, in accordance with standards satisfactory to the City. The Lessee shall also provide for his trash removal at his own expense. C. The Lessee shall arrange for all utility services and pay for such services on his leased premises. ARTICLE V - LESSEE' S RIGHTS NON-EXCLUSIVE Nothing contained in this Agreement 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 1959. ARTICLE VI - CITY' S RESERVED RIGHTS A. The City reserves the right to further develop or improve the aircraft operating area of the Airport as it sees fit and to take action it considers necessary to protect the aerial approaches of the Airport against obstructions, together with the right to prevent the Lessee from erecting, or permitting to be erected, any building or other structure on the Airport which, in the opinion of the City, would limit the usefulness of the Airport or constitute a hazard to aircraft. B. During the time of war or national emergency, the City shall have the right to lease the Airport, or any part thereof, to the United States Government for military or naval use. The City agrees that the Lessee shall be permitted to attend and fully participate with the City in anv and all proceedings with respect to any such leasing appropriation, taking or closing relating in any manner to the matter of the award that may be made 6 by reason thereof,Od that the acceptance by to City of any award shall not, unless agreed to by the Lessee, be binding upon the Lessee. The City and the Lessee agree that fair allocation of the proceeds shall be made between the parties. C. Any other provisions of this Lease notwithstanding, this Lease shall be subordinate to the provisions of any existing or future agreement between the City and the United States relative to the operation or maintenance of the Airport, the terms and execution of which has been or may be required as a condition precedent to the expenditure or reimbursement to the City of Federal funds for the development of the Airport. D. The City, through its duly authorized agent, shall at all times have the full and unrestricted right to enter the leased premises for the purpose of inspection or maintenance and for the purpose of doing any and all things which it is obligated and has a right to do under, this Agreement. ARTICLE VII - CONSTRUCTION ON PREMISES A. The Lessee may construct certain facilities and buildings on the demised premises; however, the Lessee may not alter the premises or add any construction without receiving prior written permission from the City, such permission being contingent on having the site, landscaping and construction plans approved by the appropriate agencies of the City. It is understood and agreed that the Lessee shall install all utilities and shall install and maintain the landscaping on two sides of the leased premises, together with trees and sprinklers, as more particularly set out in the sketch attached hereto as Exhibit C and made a part hereof. B. within thirty (30) days following completion of any 7 construction on (tised premises, the Lessee *11 give to the City for filing, a complete set of "As Built" drawings including, but not limited necessarily to, all underground facilities. C. It is specifically agreed that, at the sole option of the City, the improvements constructed on the leasehold shall become the property of the City, free and clear of any and all encumbrances, at the expiration or termination of this Agreement or any extension thereof. D. The Lessee agrees, without limiting the generality thereof in constructing all improvements on the leasehold, that the Lessee will hold the City harmless from and against claims, liens or attachments of any kind or type whatsoever. The Lessee further agrees that the City shall have the right to post notices of non- responsibility as provided by Section 1183 of the Code of Civil Procedure of the State of California. The Lessee further agrees to hold the City harmless from and against any claims or causes of action which might result from the Lessee's use of the property, whether caused by the negligence of the Lessee, falling aircraft or any other cause, save and except damages caused by the negligence of the City. ARTICLE VIII - DISPLAY OF SIGNS The Lessee shall not erect, maintain or display any signs or other advertising at or on the exterior parts of the leased premises without first obtaining the written approval of the City, which approval shall not be unreasonably withheld. ARTICLE IX - INSURANCE AND INDEMNITY A. At all times during the term of this Lease, the Lessee shall maintain in force a comprehensive liability insurance 8 policy, in a form 0isfactory to the City' s a*rney, in an amount of not less than Two Millioin ($2 , 000, 000) Dollars single limit for personal injury or death of any persons in any one accident, and/or for damage to property resulting from each accident. When insurance is provided by a policy or policies which also provide insurance for the Lessee or anyone other than the parties hereto, then such policy or policies shall also contain a standard cross liability endorsement. The policy shall also provide that a written notice of cancellation or of any material change in the policy shall be delivered to the City ten (10) days in advance of the effective date thereof. certificates of insurance shall be delivered to the City, upon issuance and before operations under this Agreement commence, evidencing the above specified coverage. B. The Lessee shall indemnify and hold the City harmless from any and all demands, losses, liabilities or judgments, together with costs and expenses incident thereto, which may accrue against, be charged to, or be recoverable from the City as a result of the acts or omissions of the Lessee, his employees or agents. The City shall give prompt and timely notice to the Lessee and the Lessee shall also give such notice to the City of any claim made or suit instituted which might directly or indirectly affect the other party hereto. Both parties shall have the right to compromise or participate in the defense of any such matter to the extent of its own interests. C. The Lessee shall procure and maintain in effect, during the term of this Agreement, fire and extended coverage insurance insuring the building, or structures to be added to the demised premises, in an amount equal to eighty percent (80%) of the 9 actual value of Waid improvements and stotures. Insurance policies covering all buildings and structures on the demised premises shall name the City as an additional insured. A certified copy of each policy or a certificate evidencing such insurance shall be on file with or delivered to the City within ten (10) days after the execution of this Lease. Each such copy or certificate shall contain an endorsement obligating the insurance carrier to furnish the City at least ten (10) days ' notice of any intended cancellation. ARTICLE X - TERMINATION BY THE CITY The City shall have the right, upon written notice to the Lessee, to cancel this Agreement in its entirety upon or after the happening of one or more of the following events, if said event or events shall then be continuing: A. If the Lessee shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking reorganization or the readjustment of indebtedness under the Federal Bankruptcy Laws or any other similar law or statute of the United States, of any state or government, or consent to the appointment of a receiver, trustee or liquidator, of substantially all of the property of the Lessee; B. If, by order or decree of a court of competent jurisdiction, the Lessee shall be adjudged bankrupt, or an order shall be made approving a petition seeking reorganization, or the readjustment of indebtedness under the Federal Bankruptcy Laws, or any law or statute of the United States or any state territory or possession thereof, or under the law of any other state, territory or possession thereof, or under the law of any other state, nation 10 or government; prided, that if any such joement or order be stayed or vacated within ninety (90) days after the entry thereof, any notice of cancellation given shall be and become void and of no effect; C. If, by or pursuant to any order or decree of any court or governmental authority, board, agency, or officer having jurisdiction, a receiver, trustee, or liquidator shall take possession or control of all or substantially all of the property of the Lessee for the benefit of creditors ; provided, that if such order or decree be stayed or vacated within sixty (60) days after the entry thereof or during such longer period in which the Lessee diligently and in good faith contests the same, any notice of cancellation shall be and become null , void and no effect; D. If the Lessee shall fail to pay the rental charges or other money payments required by this instrument and such failure shall not be remedied within ten (10) days following receipt by Lessee of written demand to do so from the City; E. If the Lessee shall default in fulfilling any of the terms, covenants or conditions to be fulfilled by him hereunder and shall fail to remedy said default within thirty (30) days following receipt by the Lessee of written demand to do so from the City, or if, by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by the Lessee of written demand to do so from the City, then, if the Lessee shall have failed to commence the remedying of such default within said thirty (30) days following such written notice, or having so commenced, shall fail thereafter to continue with diligence the curing thereof; 11 F. If Oe Lessee shall abandon * of the premises leased to him hereunder for a continuous period of sixty (60) days at any one time except when such abandonment shall be caused by fire, earthquake, war, strike or other calamity beyond the Lessee' s control . In the event of any cancellation or termination of this Agreement by the City under the circumstances specified in this Article "X" , all fixed improvements erected or installed in or upon the demised premises by the Lessee shall become the absolute property of the City as if this Agreement had expired by lapse of time. ARTICLE XI -- TERMINATION BY LESSEE The Lessee shall have the right, upon written notice to the City, to cancel this Agreement in its entirety upon or after the happening of one or more of the following events, if said event shall then be continuing: A. The issuance by any court of competent jurisdiction of an injunction, order or decree preventing or restraining the use by the Lessee of all or a substantial part of the demised premises, or preventing or restraining the use of the Airport for usual Airport purposes in its entirety, or the use of any part thereof which may be used by the Lessee and which is necessary for the Lessee' s operations on the Airport, which remains in force unvacated or unstayed for a period of at least one hundred and twenty (120) days; B. The default of the City in the performance of any of the terms, covenants, or conditions to be fulfilled by it under this instrument and the failure of the City to cure such default 12 within a period cthirty (30) days followinweceipt of written demand to do so from the Lessee, except that if, by reason of the nature of such default, the same cannot be cured within said thirty (30) days, then the Lessee shall have the right to cancel if the City shall have failed to commence to remedy such default within said thirty (30) days following receipt of such written demand, or, having so commenced, shall fail thereafter to continue with diligence the curing thereof; C. If the fixed improvements placed upon the demised premises shall be totally destroyed or so extensively damaged that it would be impractical or uneconomical to restore the same to their previous condition, as to which the Lessee shall be the sole judge. In any such case, the proceeds of insurance, if any, payable by reason of such loss shall be apportioned between the City and the Lessee, the City receiving the same proportion of such proceeds as the then expired portion the Lease term bears to the full term hereby granted, and the Lessee receiving the balance thereof. If the damage shall result from an insurable cause and shall be only partial and such that the said fixed improvements can be restored to their prior condition within a reasonable time, then the Lessee shall restore the same with reasonable promptness and shall be entitled to receive and apply the proceeds of any insurance covering such loss to said restoration, in which event this Agreement shall not be cancelled but shall continue in full force and effect and, in such case, any excess thereof shall belong to the Lessee; D. In the event of the destruction of all or a material portion of the Airport or the Airport facilities, or in the event 13 that any agency orOstrumentality of the Unit! States Government or any state or local government shall occupy the Airport or a substantial part thereof, or, in the event of military mobilization or public emergency wherein there is a curtailment, either by executive decree or legislative action, of normal civilian traffic at the Airport ; E. The taking of the whole or part of the demised premises by the exercise of any right of condemnation or eminent domain. ARTICLE XII - LESSEE'S OPTION TO TERMINATE FOR DEATH OR DISABILITY OF LESSEE In the event the Lessee dies, becomes permanently disabled or terminally ill during the term of this Lease or during any option period of this Lease, the executor of the Lessee' s estate or the Lessee ' s personal representative has the right and the power to terminate and cancel this Lease at any time thereafter, as long as the Lessee' s executor or the Lessee' s personal representative provides notice of such termination to the city, in writing, ninety (90) days prior to such cancellation or termination. ARTICLE XIII - LESSEE' S RIGHTS ON TERMINATION In the event of any termination of this Lease prior to the expiration date set forth in Article I hereof (except when such termination (i) is due to default by the Lessee under this Lease, or (ii) results in payment to the Lessee out of insurance proceeds, condemnation awards or other source, of compensation for loss of his investment in the fixed improvements on the basis of the Lessee ' s actual cost, less amortization to the nearest complete 14 month of the term* and in the further event 1W City shall fail or refuse to purchase said fixed improvements at a price equal to said actual cost less amortization within sixty (60) days after such termination of this lease, the Lessee shall have the right, notwithstanding anything to the contrary contained in this Agreement, to sell said _-ixed improvements to any person or organization having the right to transact business on the Airport, that is willing and able to lease said premises from the City for a period not shorter than the remaining unexpired term, on substantially the same terms and conditions contained in this lease; subject, however, to approval by the City of such purchaser ' s financial standing and reliability, which approval shall not be unreasonably withheld. In the event of such sale by Lessee, the City shall promptly offer to lease the premises to such purchaser as aforesaid. It is hereby stipulated by the parties hereto that the fixed improvements currently existing on the leased premises have a value of zero dollars. ARTICLE XIV - WAIVER OF PERFORMANCE The failure of either party to insist in any instance upon a strict performance by the other party of any of the pro- visions, terms, covenants, reservations, conditions, stipulations contained in this Agreement shall not be considered a waiver thereof, and the same shall continue and remain in full force and effect. No waiver by the City of any provision, term, covenant, reservation, condition or stipulation contained in this Agreement shall be deemed to have been made in any instance unless expressed in the form of a resolution by the City Council. ARTICLE XV - INDEPENDENCE OF CONTRACT 15 It is ether mutually understoodond agreed by the parties hereto that nothing herein shall be construed as anywise creating the relationship of co-partners between the parties or as constituting the Lessee, the agent or employees of the City for any purpose whatsoever. ARTICLE XVI - NOTICES Notices to the City provided for herein shall be sufficient if sent by registered mail, postage prepaid, addressed to the City Manager, City Hall, Palm Springs, California, and notices to the Lessee if sent by registered mail , postage prepaid, addressed to the Lessee at his place of business at the Airport or as otherwise specified in writing by the Lessee from time to time. ARTICLE XVII - ASSIGNMENT OF CONTRACT The Lessee shall obtain the City ' s consent in writing prior to doing any of the following: assigning or otherwise transferring this Lease or any rights hereunder. Any assignment or other transfer without the prior written consent of Lessor shall be void. ARTICLE XVIII - DEFAULT IN RENT If the Lessee becomes in arrears in the payment of rent due hereunder for a period of ten (10) days, or if the Lessee shall cease to operate as required in this Agreement, or neglects to perform any of the covenants contained herein for a period of not less than thirty (30) days after the City has notified the Lessee in writing of the Lessee' s default hereunder, then, in any event, the City may immediately, without demand or notice, enter the Lessee 's premises and repossess the same. In such an event, the Lessee and those claiming under him shall vacate the premises 16 immediately. . S ARTICLE XIX - TAXES . The Lessee further agrees to pay all taxes or assessments lawfully imposed. ARTICLE XX - INVALID PROVISIONS The parties agree that, in the event any covenant, condition, or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity thereof shall in no way affect any other provision of this Agreement if the provision does not materially prejudice either the Lessee or the City in their respective rights and obligations hereunder. ARTICLE XXI - NON-DISCRIMINATION AND FAA REQUIRED CLAUSES The Lessee, for himself, his heirs, personal representatives, successors-in-interest and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that, in the event facilities are constructed, maintained or otherwise operated on the said property described in this Lease for a purpose for which a United States Department of Transportation (DOT) program or activity is extended or for another purpose involving the provision of similar services or benefits, the Lessee shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, DOT, Subtitle A, Office of the Secretary, Part 21 , Nondiscrimination in Federally-Assisted Programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964 , and as said Regulations may be amended. The Lessee, for himself, his heirs, personal 17 representatives, Jecessors-in-interest and a.igns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: (1) no person on the grounds of race, color, ' or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of said facilities, (2) that, in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the Lessee shall use the premises in compliance with all other :requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964 , and as said Regulations may be amended. In the event of the breach of any of above nondiscrimination covenants, the City shall have the right to terminate the Lease and to enter and repossess said land and the facilities thereon, and hold the same as if said Lease had never been made or issued. This provision does not become effective until the procedures of 49 CFR, Part 21 , are followed and completed, including expiration of appeal rights. The Lessee shall furnish his accommodation and/or services on a fair, equal and not unjustly discriminatory basis to all users thereof and he shall charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided, 18 that the Lesseemay be allowed to ma• reasonable and nondiscriminatory discounts, rebates or other similar types of price reductions to volume purchasers. Non-compliance with the immediately preceding paragraph shall constitute a material breach thereof and, in the event of such non-compliance, the City shall have the right to terminate this Lease and the estate hereby created without liability therefor, or, at the election of the City or the United States, either or both of said Governments shall have the right to judicially enforce the immediately preceding paragraph. The Lessee agrees that he shall insert the above five paragraphs in any lease by which said Lessee grants a right or privilege to any person, firm or corporation to render accommodations and/or services to the public on the premises herein leased. The Lessee assures that he will undertake an affirmative action program, as required by 14 CFR, Part 152 , Subpart E, to insure that no person shall , on the grounds of race, creed, color, national origin or sex, be excluded from participating in any employment activities covered in 14 CFR, Part 152 , Subpart E. The Lessee assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. The Lessee assures that he will require that his covered sub-organizations provide assurances to the Lessee that they, similarly, will undertake affirmative action programs and that they will require assurances from their sub-organizations, as required by 14 CFR, Part 152 , Subpart E, to the same effort. 19 The Citlwserves the right to furth4odevelop or improve the landing area of the Airport as it sees fit, regardless of the desires or view of the Lessee, and without interference or hindrance. The City reserves the right, but shall not be obligated to the Lessee to maintain and keep in repair the landing area of the Airport and all publicly-owned facilities of the Airport, together with the right to direct and control all activities of the Lessee in this regard. This Lease shall be subordinate to the provisions and requirements of any existing or future agreement between the City and the United States relative to the development, operation or maintenance of the Airport. There is hereby reserved to the City, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the premises herein leased. This public right of flight shall include the right to cause in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at, taking off from or operation on the Palm Springs Regional Airport. The Lessee agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event future construction of a building is planned for the leased premises or in the event of any planned modification or alteration of any present or future building or structure situated on the leased premises. The Lessee, by accepting this Lease, expressly agrees, 20 for himself, his 4cessors and assigns, that Owill not erect nor permit the erection of any, structure or object, nor permit the growth of any tree on the land leased hereunder above the mean sea level elevation of five hundred (500) feet. In the event the aforesaid covenants are breached, the owner reserves the right to enter upon the land leased hereunder and to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of the Lessee. The Lessee by accepting this Lease, expressly agrees, for himself, his successors and assigns, that he will not make use of the leased premises in any manner which might interfere with the landing and taking off of aircraft from Palm springs Regional Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, the owner reserves the right to enter upon the premises hereby leased and cause the abatement of such interference at the expense of the Lessee. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958 (49 U.S.C. 1349a) . This Lease and all the provisions hereof shall be subject to whatever right the United States Government now has, or in the future may have or acquire, affecting the control, operation, regulation and taking over of said Airport or the exclusive or non- exclusive use of the Airport by the United States during the time of war or national emergency. ARTICLE XXII - RECAPTURE Upon thirty (30) days ' written notice to the Lessee, the 21 City may recaptur e leasehold area north of'he northerly wall of the hangar facility, as more specifically depicted on Exhibit B • to this Lease. It is agreed by the parties that said recapture shall decrease the base rental . The amount of the decrease of the rental due to said recapture shall equal : the fraction represented by the area of the leasehold which is recaptured, divided by the original leasehold area, all multiplied by the base rental amount. ARTICLE XXIII '- JB AIR LEASE TERMINATION The City hereby terminates the JB Air Lease for the leased premises with JB Air, and releases JB Air of all liability and obligations thereunder. The Lessee ' s obligation with respect to the leased premises shall commence on the date hereof. The base rental is $1, 334 . 91 per month as of the date of signing this Indenture of Lease. IN WITNESS WHEREOF the parties hereto have caused these presents to be executed on the respective dates indicated below. CITY OF PALI! SPRINGS, CALIFORNIA CITY OF PALM SPRINGS , CALIFORNIA Attest-: \ BY�` C't"y Clerk 4citanag;er REVIEWED D A P QVED: WALTER H. ANNENBERG zl 22 COMMONWEALTH OF PENNSYLVANIA 1 COUNTY OF On this, the �� day ofnT� l�3 :�n_jc z 1991, before me, fi the undersigned Notary Public in and for the state and county aforesaid, personally appeared WALTER H. ANNENBERG, ;•rho acknowledged himself to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purpose therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal . Notary Public OFFICIAL SEAT. LINDA S. BROOKS_,. = Notary Public-California RIVERSIDE COUNTY My Commission Expires October 11, 1994 24 CONSENT TO TERMINATION L JB Air Corporation hereby consents to the Termination of the Indenture of Lease entered into by JB Air Corporation and the City of Palm Springs, California, dated February 16, 1989. JB AIR /CORPORA ION /J �'1 . �v.•/ i / / 25 EXHIBIT A • LEGAL DESCRIPTION Those certain portions of Section 13 , Township 4 South, Range 4 East and Section 18 , Township 4 South, Range 5 East, San Bernardino Base and Meridian, in the Citv 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 South 89 °48100" West along the northerly line of said Section 13 , a distance of 452 . 30 feet ; thence leaving said northerly line South 0* 12100" East, a distance of 471 . 00 feet ; thence North 89 '48 '00" East, a distance of 250. 00 feet to the TRUE POINT OF BEGINNING; thence from said TRUE POINT OF BEGINNING continuing North 89°48100" East, a distance of 250 . 00 feet; thence North 0 ° 12100" West, a distance of 250 . 00 feet; thence South 89 '48 ' 00" West, a distance of 250. 00 feet; thence South 0` 12100" East, a distance of 250. 00 feet to the TRUE POINT OF BEGINNING. 26 EXHIBIT B RECAPTURE AREA ew 12 3 �8'42'S6"E �52.30 f?J 18 b36Q.12 f 'F'S g 48 a'F � RECAPTURE AREA �.�.._. h SoO.W f f SCALE: 1" f . f f 27 t EXHTBTT C • ` tNtiN '.imv ('rN,-C ,0 MMT H F.Yi�i7tN� \\) `.�-.-.+- -.^v W.JL•v^1 � r tiJ�li '�Y'•�'�",- 1•��_.'�Il_"`- ;--`f-� �"1/ - '1l'-�•X�`f.->'•J��h ..✓��.'.-`!' `"..��.•....r��'Jt�-.�,�L_..�,ft�-1�,1k._J �•.e,��,t ' ``•„J.✓``^-•Jft-�J'=...r`,�..r"-�� ©LEAh!"J'�R' kLrJGP. - FJ G,AL G' O.!=. +-.-- -- j,s�-PEc.IrdEN ..aLtva t8-TQ +-C -5ET MI-K y�o JLrNi EZ LM. 5Gt1, 3'_ d.G �11 l} a C tP_4.isLANCIO . .- 27 _ ILI 'i'�,f��A''N" G- A. � " , � • ,, _/�. _tom'.=20'- tit i ' // -/ i i� //,i%////'.�/�//; .•;/. �- Lam.. - 1�f: ' �! _ � � I �i i'' ' I' ::� ..i •4.• n '.!i ,i1 "' " _Js'��.l Y.EF1 OLN@ !�,' �� -_ 28