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Home My WebLink AboutMINUTES - 12092008 - C18 PULLED C.18 THE BOARD OF SUPERVISORS OF CONTRA COSTA.COUNTY, CALIFORNIA Adopted this Order on DECEMBER 09, 2008 , by the following vote: AYES: SUPERVISORS GIOIA, ;UILKEMA, PIEPHO, BONILLA AND GLOVER ABSENT: NONE ABSTAIN: NONE SUBJECT: APPROVE AND AUTHORIZE THE DIRECTOR OF AIRPORTS TO EXECUTE THE CONSENT TO ASSIGNMENT OF LEASE FOR THE PREMISES LOCATED AT 1500 SALLY RIDE DRIVE, CONCORD (DISTRICT IV) REMOVED: PULLED AND WILL NOT COME BACK:, I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. Attested: DECEMBER 09, 2008 DAVID TWA, ',Clerk of the Board Of Supervisors and County Administrator By: ty Clerk i TO: BOARD OF SUPERVISORS _.5----L' FROM: KEITH R. FREITAS, DIRECTOR OF AIRPORTS Costa �o DATE: December 9, 2008 "°s2 �o K �y County SUBJECT: APPROVE and AUTHORIZE the Director of Airports to execute the Consent to Assignment of Lease for the premises located at 1500 Sally Ride Drive, Concord. (District IV) SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION I. Recommended Action: APPROVE and AUTHORIZE the Director of Airports,or designee,to execute on behalf of the County the Consent to Assignment of Lease between the County and the current tenant, The Picchi Family Revocable Trust dated April 28, 1999, and the new tenant, CH-5 Eagles Nest, LLC, a California limited liability company. II. Financial Impact: There will be no financial impact from this action. Continued on Attachment: X SIGNATURE: 41-4-:' RECOMMENDATION OF COUNTY ADMINISTRATOR ,RECOMMENDATION OF BOARD COMMITTEE APPROVE _OTHER SIGNATURE (S): ACTION OF BOARD ON GC, Q9 ,eAok APPROVED AS RECOM DED_OTHER VO E OF SUPERVISORS UNANIMOUS(ABSENT �,L) AYES: NOES: ABSENT: ABSTAIN: I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. Orig.Div:, County Airports Contact: Beth Lee(925)646-5722 cc: County Administrator Recorder ATTESTED: Auditor-Controller Public Works Director ,DAVID TWA Clerk of the Board of Supervisors and County CH-5 Eagles Nest,LLC Administrator SF Welding By Deputy SUBJECT: APPROVE and AUTHORIZE the Director of Airports to execute the Consent to Assignment of Lease for the premises located at 1500 Sally Ride Drive, Concord. DATE: December 9, 2008 PAGE: 2 III. Reasons for Recommendations and Background: This is a ground lease under which the County has leased a portion of Buchanan Field Airport on which the tenant has constructed a hangar facility. The original tenant,Roger A.Picchi,assigned all of his rights and obligations under the lease to The Picchi Family Revocable Trust dated April 28, 1999(Trust). Mr.Picchi is recently deseased and the Trust now desires to sell the building and assign the lease to CH-5 Eagles Nest, LLC. The Tenant and CH-5 Eagles Nest representatives have entered into an Asset Purchase Agreement for this transaction. The assignment of the lease cannot be effected without the County's prior written consent. This action authorizes consent to the assignment. This action does not amend or alter the terms of the existing lease. IV. Consequences of Negative Action: The County will not consent to the assignment of the lease and the lease will not be assigned. CONSENT TO ASSIGNMENT OF LEASE This Consent to Assignment of Lease (the "Agreement") is executed and delivered as of this_day of , 2008 (the "Effective Date"), and is made by and between the County of Contra Costa, a political subdivision of the State of California("Lessor"), CH-5 Eagles Nest LLC, a California limited liability company ("Assignee"), and The Picchi Family Revocable Trust dated April 28, 1999 ("Assignor"). RECITALS: WHEREAS, Lessor is the lessor under that certain Lease dated November 5, 1991 and any amendments thereto (the "Lease"), between Lessor and Roger A. Picchi, an individual, as lessee, relating to the real property identified in the Lease as the premises, as such term is defined in the Lease; WHEREAS, on April 28, 1999 Roger A. Picchi assigned all of his rights and obligations under the Lease to Assignor; WHEREAS, Assignor desires to sell and assign all of its right, title and interest in, to and under the Lease (collectively,the "Leasehold Interest"),to Assignee, and Assignee desires to acquire and accept the assignment of Assignor's Leasehold Interest under the terms and conditions described in that certain Asset Purchase Agreement dated November 10, 2008, between Assignor and Assignee (the "Purchase Agreement"); WHEREAS,the Lease requires that Assignor receive Lessor's written consent before it can sell or assign any of its interest in the Lease, Lessor has agreed to execute this Agreement, without which Assignor would not consummate the transaction proposed by the Sale Agreement; and NOW THEREFORE, Lessor, Assignee and Assignor agree as follows: AGREEMENT In consideration of good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Lessor, Assignor and Assignee hereby confirm and agree as follows: A. Representations and Warranties of Assignor and Assignee. Each of Assignor and Assignee represent and warrant that: Page 1 of 3 1. Assignee's intended use of the premises, is the same as the Assignor's historical use of the premises and is not inconsistent with the use permitted under the Lease and will not require alteration of the premises; 2. Assignee has a good reputation in the business community in which it has conducted its businesses and his business reputation and business credit history is consistent with other business conducted on the premises; 3. Assignee's intended use of the premises will not increase the hazardous substance liability to the premises and will not otherwise adversely affect the Lessor's interest in the premises; 4. Assignee is capable of operating an aviation business as contemplated by the terms of the Lease and has business experience and management ability that is equal to or greater than that of Assignor; 5. Assignee's financial condition is sufficient to support the obligations of Lessee under the Lease and any encumbrances secured by the Lease; 6. The Assignment will not result in a reduction in rent paid under the Lease; and 7. Assignor and Assignee have the legal right and authority to enter into this Agreement and each has received all necessary approvals to do so. B. Consent of Lessor. 1. Lessor is entering into this Agreement and consenting to the Assignment in reliance on the representations and warranties of Assignor and Assignee set forth in Section A hereof. 2. Lessor hereby consents to the Assignment and conveyance of Assignor's interest in,to and under the Lease,the Improvements, and the premises to Assignee. 3. This Agreement does not amend the Lease. In the event there is any confusion or contradiction between any term of the Lease and this Agreement, the terms of the Lease shall prevail. 4. Any dispute involving the interpretation or enforcement of this Agreement shall be decided under the laws of the State of California, with venue in the Superior Court of the County of Contra Costa, California. This Agreement may be executed in any number of counterparts which, when taken together, shall be deemed to one document. 5. The provisions of this Agreement shall survive both the execution and delivery of this Consent. Page 2 of 3 6. From and after the Effective Date of this Agreement, all notices given to Tenant under the Lease will be mailed to: CH-5 Eagles Nest LLC 1500 Sally Ride Drive Concord, CA 94520 C. Signatures LESSOR ASSIGNOR CONTRA COSTA COUNTY, a political The Picchi Family Revocable Trust Subdivision of the State of California dated April 28, 1999 By By Keith Freitas Constance J. Picchi Director of Airports Trustee ASSIGNEE RECOMMENDED FOR APPROVAL: CH-5 EAGLES NEST LLC, a California limited liability company By Karen Laws By Principal Real Property Agent [Name] [Its] By Beth Lee Assistant Director of Airports APPROVED AS TO FORM: By Silvano B. Marchesi, County Counsel By Kathleen M. Andrus, Deputy County Counsel Page 3 of 3