RESOLUTION NO. 2022-XXX
A
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FULLERTON, CALIFORNIA, APPROVING AMENDMENT NO. 5 TO FBO LEASE WITH
AVIATION FACILITIES INCORPORATED
WHEREAS, the City and Aviation Facilities Incorporated (“AFI”) entered into an FBO Lease ("Lease") dated December 17, 1993, for the lease of certain premises at the Fullerton Municipal Airport.
WHEREAS, the City and AFI entered into Amendment No. 2 to the Lease on December 2, 1997, amending Exhibits A and B to the Lease describing and depicting the Leased Premises to include Parcels 1, 2 and 3 as shown in the amended exhibits.
WHEREAS, the City and AFI entered into Amendment No. 4 to the Lease on December 18, 2018, amending the Term of the Lease and deleting Parcel 3 from the Lease.
WHEREAS, the City and AFI now desire to further amend the Lease to remove a portion of Parcel 1 from the Lease Premises, as described in Exhibit A and depicted in Exhibit B to the Fifth Amendment to the Lease, and to provide for the acquisition of certain existing improvements on the Property by City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FULLERTON HEREBY RESOLVES AS FOLLOWS:
1. City Council hereby finds and determines that all the recitals set forth above are true and correct.
2. City Council finds it in the best interest of the City of Fullerton to enter into Amendment No. 5 to the FBO Lease by and between the City of Fullerton and AFI to reduce the area at the City of Fullerton Airport leased to AFI by approximately 29,719 square feet and to purchase the existing AFI building for $1,300,000.
3. City Council hereby approves Amendment No. 5 FBO Lease with Aviation Facilities Incorporated in substantially the form attached hereto as Exhibit 1 to this Resolution and incorporated herein by this reference.
4. City Council hereby authorizes the Mayor to execute and the City Manager , or designee, to administer Amendment No. 5 FBO Lease with Aviation Facilities Incorporated.
5. Pursuant to the provisions of California Environmental Quality Code Section 15301, City Council finds this project qualifies as Categorically Exempt and the City shall prepare and file a Notice of Exemption as required by CEQA.
ADOPTED BY THE FULLERTON CITY COUNCIL ON APRIL 19, 2022 __________________________________
Fred Jung,
Mayor
Reso. No. 2022-XX
Lucinda Williams, MMC
City Clerk
Date
ATTEST:
Attachments:
• Attachment 1 - Amendment No. 5
AMENDMENT NO. 5 TO FBO LEASE WITH
AVIATION FACILITIES INCORPORATED
This Amendment No. 5 ("5th Amendment") is made and entered into this 19th day of April, 2022 ("Effective Date") by and between the City of Fullerton ("LESSOR" or “Buyer”) and Aviation Facilities Incorporated ("TENANT" or “Seller”).
WHEREAS, LESSOR and TENANT entered into an FBO Lease ("Lease") dated December 17, 1993, for the lease of certain premises at the Fullerton Municipal Airport ; and
WHEREAS, on December 2, 1997, LESSOR and TENANT entered into Amendment No. 2 to the Lease amending Exhibits A and B to the Lease describing and depicting the Leased Premises to include Parcels 1, 2, and 3 as shown in the amended exhibits; and
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HEREAS, on December 18, 2018, LESSOR and TENANT entered into Amendment No. 4 to the Lease amendi ng the Term of the Lease and deleting Parcel 3 from the Lease; and
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HEREAS, LESSOR and TENANT now desire to further amend the Lease to remove a portion of Parcel 1 from the Lease Premises, as described in Exhibit A and depicted in Exhibit B to this 5th Amendment (the “Property”) attached hereto and incorporated herein by this ref erence and to provide for the acquisition of certain existing improvements on the Property by LESSOR.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Upon the terms and conditions herein stated, TENANT agrees to sell and LESSOR agrees to purchase the existing approximately 3,935 SF building and related rights, privileges and easements , and all improvements and fixtures on the Property (collectively the “Improvements”); and to the extent assignable by TENANT , all of TENANT’s right, title and interest in and to all development rights, entitlements, governmental permits, and other permits, pre- paid fees, deposits, fee and tax credits, and any refunds, if any, that are appurtenant to the Improvements ; and TENANT’s remaining rights to the term of the Lease as it applies to the Property.
A. T he purchase price for 1) the Improvements and associated rights, title and interests to the Improvements, 2) early termination of TENANT’s right to Lease the Property, and 3) all property described and listed in the Bill of Sale, shall be One Million Three Hundred Thousand and 00/100 Dollars ($1,300,000.00).
B. LE SSOR or LESSOR’S designee will pay TENANT the purchase price in full within 30 calendar days of the full execution of this 5th Amendment.
C. T ENANT will provide a fully executed Bill of Sale in substantially the form attached hereto as Exhibit C to LESSOR within 24 hours of receipt of the
Purchase Price.
D. T ENANT agrees to remove all liens, mortgages, deeds of trust, or other monetary encumbrances, and/or indebtedness other than caused by LESSOR, except for the current installment of non- delinquent real property taxes and assessments payable as a part of the real property tax bill . TENANT will provide proof of clear title to the Improvements as reasonably required by the LESSOR prior to the payment of the purchase price.
E. S ection 16 of the Lease shall survive the execution of this 5 th Amendment to the Lease as to the Property to be removed from the Lease and the Improvements to be purchased by LESSOR.
2. Commencing on May 1, 2022, the Leased Premises set forth in Section 2 of the Lease (as amended by Amendment No’s 1-4) shall exclude the Property described in Exhibit A and depicted in Exhibit B to this 5th Amendment.
3. Section 6A. Base Rent is amended to read as follows: The TENANT agrees to pay as base rent for the Leased Premises, the sum of Eight Thousand Five Hundred Fourty-Four and No/100 ($8,544.00) per month, payable monthly in advance on the first day of each month and shall be delinquent if not received by LESSOR by the twentieth (20th) of each month.
4. All other terms of the Agreement, as amended by Amendment No’s 1-4, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by and through their respective authorized officers, as of the date first written above.
CITY OF FULLERTON
D ate:
Mayor
AVIATION FACILITIES INCORPORATED
D ate:
A
TTEST: APPROVED AS TO FORM:
City Clerk Richard D. Jones, City Attorney
EXHIBIT A
L
EGAL DESCRIPTION OF PROPERTY TO BE REMOVED
FROM LEASED PREMISES
SHEET 1 OF 1
KDM MERIDIAN, INC. - 1340 REYNOLDS AVE., STE. 110 - IRVINE, CA. 92614 - PH. (949)768-0731
IN THE CITY OF FULLERTON, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING A PORTION OF THE FULLERTON MUNICIPAL AIRPORT, AS SHOWN ON THE RECORD OF SURVEY RECORDED IN BOOK 18, PAGE 44, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE CENTERLINE INTERSECTION OF DALE STREET AND COMMONWEALTH AVENUE, AS SHOWN ON SAID RECORD OF SURVEY; THENCE ALONG THE CENTERLINE OF COMMONWEALTH AVENUE EAST 1190.42 FEET; THENCE LEAVING SAID CENTERLINE NORTH 70.00 FEET TO THE TRUE POINT OF BEGINNING.
THENCE NORTH 263.00 FEET; THENCE WEST 113.00 FEET; THENCE SOUTH 263.00 FEET; THENCE EAST 113.00 FEET TO THE TRUE POINT OF BEGINNING.
THE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 29,719 SQUARE FEET (0.6823 ACRES), MORE OR LESS.
ALL AS SHOWN ON EXHIBIT "B" ATTACHED HERETO AND MADE A PART THEREOF.
THIS DESCRIPTION HAS BEEN PREPARED FOR THE PURPOSE OF MODIFYING AN EXISTING GROUND LEASE AND IS NOT APPROPRIATE FOR THE CONVEYANCE OF REAL PROPERTY OR ANY ACTS IN VIOLATION OF THE SUBDIVISION MAP ACT. 3/17/2022
PATRICK D. EARL, P.L.S. 8773 (CA) DATE
THIS DOCUMENT IS PRELIMINARY UNLESS SIGNED
EXHIBIT "A"
LEGAL DESCRIPTION
EXHIBIT B
DEPICTION OF PROPERTY TO BE REMOVED
FROM LEASED PREMISES
COMMONWEALTH AVENUE
DALE STREET
SHEET 1 OF 1
KDM MERIDIAN, INC. - 1340 REYNOLDS AVE., STE. 110 - IRVINE, CA. 92614 - PH. (949)768-0731 LEGEND
BOUNDARY OF DESCRIPTION
AREA OF DESCRIPTION - 29,719 S.F.±
CENTERLINE
EXHIBIT "B"
PLAT TO ACCOMPANY LEGAL DESCRIPTION
3/17/2022
PATRICK D. EARL, P.L.S. 8773 (CA) DATE
THIS DOCUMENT IS PRELIMINARY UNLESS SIGNED
EXHIBIT C
B
ILL OF SALE
For
valuable consideration, the receipt of which is hereby acknowledged, (Bill Griggs Jr.), do hereby give, grant, bargain, sell, transfer and deliver to City of Fullerton, a California Municipal Corporation (“Buyer”), all of the approximately 3,935 SF building, fixtures and personal property (collectively, the “Personal Property”) which is owned by Seller and is located on or used in connection with the real property commonly known as 4119 W. Commonwealth Avenue, Fullerton, California, including without limitation which is being conveyed to Buyer “as-is” and without any representation or warranty of any kind or nature of Seller, express, implied or statutory, as to the nature of the Personal Property or its fitness for Buyer’s intended use of same.
S
eller: AVIATION FACILITES, INC.
D ate:
B
y: ____________________________________
Print Name:
Title: Chief Executive Officer