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HomeMy WebLinkAboutStaff Report 3.A 2/24/2014 • • •Age's/via/Ite ii#3 A wzisLU 13% utik I85$ DATE: Monday, February 24, 2014 TO: Honorable Mayor and Members of the City Council through City Manager JoFROM: Dan St. hri F,2 Director, Public Works &Utilities Bob Patterson,—Aiipart Manager SUBJECT: Resolution Approving Modifications to the Hangar, Storage Unit and Tiedown Form Agreements RECOMMENDATION It is recommended that the City CounciLadopt the attached Resolution Approving Modifications to the Hangar, Storage Unit-And Tiedown Form Agreements: BACKGROUND The Petaluma Airport Conunission recommended modifications to'the Hangar, Storage Unit and Tiedown Form Agreements anheir August 1, 2013 Airport Commission meeting to address several issues including: use of security deposit to pay an outstanding,balance on a lease, allow pilots to self-service aircraft within limitsand strengthen indemnification requirements. The new form agreement, if approved by Council, will be used for all new leases: DISCUSSION The proposed modifications of the three form agreements include the following: Hangar Agreement • Ability to access the security-deposit for unpaid balances • Alignment to the•Grant Assurances-to include the tenant's ability to hire an employee or contractor to work on their-aircraft • Ability to use a spray paint for maintenance purposes • Clarification,of the indemnification process. Storage'Unit.Agreement • Ability to accsss'the security deposit for unpaid balances • Tenant'sability to use spray paint,for maintenance purposes •, Clarification of the indemnification process Agenda Reviews jr...\c5 City Attorney Finance Director City Manager Tiedown Agreement r • Ability to hire an employee or contractor to wo k•on a tenant's aircraft • Ability to spray paint,for maintenance purposes • Clarification of the indemnification process. Modifications to the Hangar, Storage Unit and Tiedown Form Agreements are recommended to accomplish several goals.. The.current Hangar and Storage Unit-Agreements do not allow the City to access the Security Deposit if a tenant terminates with an unpaid balance. Currently, there is a provision addressing<:this'in'the Marina agreements. The recommended modifications align the Form Agreements with the Federal Aviation Administration's Grant Assurancestallowing a pilot the ability to self-service his aircraft (FAA 5190.6B, 11.2), with the language addition of or Contractor. Currently spray painting is not allowed in a City Hangar but the modification would allow spray painting for maintenance or preventive maintenance under The:Federal Aviation Regulations, FAR 43.3 (a) through (d). Clarification in the IndemnityParagraph would add "Lessee shall indemnify, defend with counsel acceptable to the City kivhich acceptance will not be unreasonably withheld)". The proposed action meetsCouncil.Goal: "Achieve fiscal stability and maintain financial sustainability". FINANCIAL IMPACTS. In future Agreements, the City would have the ability to accescthesecurity deposit for unpaid balances which is currently not available. ATTACHMENTS 1. Resolution 2. Hangar Form:Agreement 3. Storage Unit Form Agreement 4. Tiedown Form Agreement. • 2 Attachment 1 RESOLUTION.AUTHORIZING'MODIFICATIONS TO'THE HANGAR, STORAGE UNIT'AND TIEDOWN FORM AGREEMENTS WHEREAS, modifications will provide the City the ability to access a tenants security deposit for unpaid balances; and WHEREAS, the modifications will align the Agreements with.the Federal Aviation Grant Assurances;`and WHEREAS, the modifications`will clarify the indemnification process; and WHEREAS, the.-Petaluma Airport Commission recommends the Petaluma City Council approve these modifications and NOW, THEREFORE,'BE-IT RESOLVED that the City Council of the City hereby: 1. Approves the:modifications to the Hangar,Storage Unit*and Tiedown Form Agreements to address:deficiencies identified by the Petaluma Airport'Commission. 2. Adopts the forniagreement for same as contained in Attachments 2, 3 and 4, herein. 3 Attachment 2 HANGAR LEASE AGREEMENT. This Hangar Lease Agreement t'Agreement") is made an'd entered;,into this day of , 20 , by and between the City of Petaluma, hereinafter referred to as "City" and ; ; and , ,_hereinafter referred-to individually and/or collectively as "Lessee." WHEREAS, City has built and maintains certain hangars for aircraft storage at the Petaluma Municipal Airport "Airport');and WHEREAS, Lessee desires to use one:of those hangars for thastorage of one or more of Lessee's aircraft; and. WHEREAS, Section 46 of Article VII of the Petaluma @ity Charter provides, in pertinent part, that no City action providing for the salaor lease of"real property may be'iaken except by ordinance or pursuant to a general law of the State; and - • • WHEREAS, pursuant to Section 46;of Article}VII of the Petalurria",City.Charter, the City Council of the City of Petaluma onMay 7,;2007 adoptediOrdinance Nd'.c226&N.C.S.,,codified as Chapter 16.06 of the Petaluma Municipal Code, providing forGity4Counciiapproval of form lease documents for ground'hangbr°and tie-downleasestat the'PetalumdMunicipal Airport and City Council approval of specialized lease arrangement -and otherspecialized uses of the Petaluma Municipal Airport all by resolution; an`d,aufhonzingi`execution of leases on approved form lease r A documents•by4the,City Manager•onfbehalfaof the City, and r.. WHEREAS;pursuant to Ordinanca'No*2268 N C S1,a'dopted'May 7,.2007, and codified as Chapter 1'6.106 of the Petalumd'MuniapalCode, the City Council of-the City of Petaluma adopted.on April' 6, 2007, Resolution No:72007-068 N.C.S., approving the use of form hangar and tie down leases datedifor reference April 2007 and attached to and made a part of said 7.r < Resolution, and authorizing execution of leases on such approved.form lease documents by the • City Manager on behalf bf the1City; and WHEREAS, this Agreement has been prepared pursuant to the form lease documents dated for referenceApril 2007 and within the authority granted by thePetaluma'City Council by Resolution No 20071-0681N:C.S. • NOW THEREFORE;inconsideration of the promises and mutual covenants contained in this Agreement; the-parties hereby dgree as follows: 1 Hangar Lease (Manage#819650v6) June 2013 1 Lessee'lnferination. Each Lessee shall fully complete Exhibit,A, "Petaluma Airport Renter, Fact Sheet", cop(ies) of which are attached hereto',and•incorporated herein by reference. 2. Lease of Premises. City leases,to Lessee and Lessee leases,from City, in accordance with the terms of this`Agreemeht, the right to use the Hangar'specified in Exhibit C which is attached to and incorporated herein by reference,:(the''Premises"), solely for the permitted uses as defined''inprovision 7 of this.Agreement:. The parties may mutually agree to relocate Lessee`to another hangar ( 'the Substituted Premises") by completing and executing a revised Exhibit"C and a Substitution o'f'P,remises form prepared by City. The revised Exhibit C and Substitution of Premises,forni,-when executed by City and •r. Lessee, shall be attached to this Agreementarid shall constitute an amendment to this Agreement. • 3. Multi-Party Leases. All registered owners of aircraftstored in".the Premises must be named as Lessees and execute this Agreement, Eachiindividual Lessee shall beliointly and severally liable for all_obligahonsYofc,Lessee under this Agreement, including without limitation the obligation to payithefull amount of the'Lease Payments specified in Section 5 and Exhibit C of this Agreement. 4, Term, The term=of this Agreement shall be on a month=to month basis, commencing on 20 • 5. LeasesPavments, Lease°payments shall be t� " heisum specified in Exhibit C per month, payable in advande,on thesfirstday of each and every month this Agreement remains in effect.. shall pay,the first month's Lease Payment to City upon execution of this Agreement. Lease Payments shalt?be made payable io the City of Petaluma ai Post Office Boi 6L;,Petalumat#California 94953. City may periodically.:increase or modify the ' S, Lease'Payment°upon notice of the amount and effective date.of the-new Lease Payment amount1v 6ich"notice shall be provided to Lessee at least thirty (30) days in advance of the new Lease Payment effective date and'in accordance with applicable law. Lease Payments shall be deemed delinquent if not received by City within twenty (20)-days-of the first ofeach month. Upon delinquency, the Lease Payment due will automatically increase by an additional 10 percent as liquidated damages for each month or portion of a month that the Lease Payment is delinquent. If the full amount of delinquentLease Payments, including all liquidated,damages,are:not brought current within thirty (30) days oflthe day Lease Payments,under'the Agreement first became delinquent, the City'niay, in addition to other remedies available to the City, on notice to 2 Hangar Lease Agreement L. iiManage-#819650v6i June 2013`9 the Lessee: take immediate action for collection,: refer and/or assign the'delinquent Lease Payments to a'collection agency, comnience a small claims or other action to recover delinquent Lease Payments, terminate this Agreement"for cause in accordance with provision 8(b), below, and/or deduct unpaid Lease Payments from the Security • Deposit in accordance with provision 6 below: Lessee agrees that City's costs incurred to recover delinquent Lease Payments, including, but not limited to, reasonable attorneys' fees and thecost,ohstafftime, will be,added to the Lease Payment then due and recoverable by City as:liquidated damages. 6. Security Deposit. Lessee shall-post a security deposit+WithICity,in an amount equal to two months' Lease Payments at the time of execution of,;this,Agreement. Lessee shall return the,Premises to City at the expiration or termination of this Agreementinthe same condition as at the beginning:of the Agreement term,normal}wear and tear excepted. In the event repairs'are necessary to restore the Premises to the,samne condition as at the tYC, beginning of the Agreement term, normdldwear and tear excepted"°•<City may deduct any and all repair costs, including, but notlimrfed to "staffrtime or administration costs, from the security deposit: The-,C y°shall not be required to consider the security deposit as:payment of first and,last morith's'rent,,but City mayrat its sole option,deduct any unpaid Lease.Payments from thesecunty deposit; either prior to orafter deduction of any,amounts needed for,repairs. Any secuntyideposit.palance'remaining after all repair costs and/or other deductons'permitted under this Agreement shall be refunded to Lessee following'•the,expiration or termination of this Agreement. No interest will be payable onAthesecuniytdeposit If„the security,deposit balance is insufficient to cover ,the cost of repairing the Premises and/or.unpaid Lease Payments pursuant to this provision, Lessee'shall;promptlyjremit to the City the repair costs and/or Lease Payments in excess of the secuntykdepos t up=on receipt of the City''s invoice for such costs and/or paymdhts'f.. 7. Permitted Us&6,ermittedlu"'se;of the Premises:pursuant to this,Agreement is limited to storage of the aircraft•described in Exhibit A, which is attached to and made a part of • this:Agreement and related supply.and equipment storage. Only aircraft in which Lessee • has an ownership.interest, as'documented in FAA Aircraft Registration forms may be listed inExhibit A and stored in the Premises pursuant to this Agreement. No other use, including,'but not limited to, business, trade; professional or commercial operations, or use'of the Premises by the general public or persons other than the Lessee, except in conjunction with Les'ee's:perrnitted use, or storage of aircraft by persons other than the Lessee oraircraffother than theaircraft described in Exhibit_•A may be conducted on the. Premises. The City may treat any use of the Premises by Lessee that is not a permitted 3 Hangar Lease Agreement (iManage #819650v6) June 2013 use as amaterial breach of this Agreement subject to termination for cause in accordance with provision 8(b). Lessee may.display for-saleaigns on the Premises for the sale of Lessee's aircraft stored in the Premises'irraccordance with this Agreement, and such display shall be.a permitted use, so long as such display is in accordance with all applicable laws, rules, and regulations, including, but not'limited to the requirements of the Petaluma Municipal Code governing signs. 8. Termination. This Agreement:may be,terminated as follows: a. For convenience byeither party by giving the other party thirty (30) days' written notice of such termination by certified or registered inb personal delivery, in accordance with.applicable law. Any such notices staould be sent to City at City Hall, City of Petaluma, Office of the City.Manager, PostbfficefBoxi61; Petaluma, California 94953 and to Lessee al-the address on Exhibit.A. In the event bf termination for convenience by the City, City will refund'to Lessee the pro rata(share of any.Lease Payment amounts already received for periods after the;'terminationfeffective date, and any remaining security deposit,balance, less any„applicable,deductionstpursuant to this Agreement. In the event of termination for convenience by Lessee, City will refund to Lessee the pro-rata share'of any Lease,Payment amounts already received for periods after the termination-effective date;,providedrthat30 6161R-Written written notice is given as required by thissubparagraph'; andlrany remaningsecunty'deposit balance, less any applicable deductions pursuant to this;Agreement. b. For causeiby«either party on not lesss:than seven (7) days; written notice to the other,:party for any fadureito complymwith any,pf the terms of this Agreement, in ,accordance withapplieable:law. The.partygiving notice of termination for cause may njits discretion, allowtthe otheryparty a reasonable period, specified in the notice, in whieh°to cure that pats failurectto comply with this Agreement. Lessee specifically waives'any,right Lesseenmay have under applicable law to a three-day or other period in s which' o ure;any breach+of this Agreement, should City elect not to provide such period forcureofrLesseelstbreach. In the event of termination for cause, subject to applicable law; Lessee(will remain responsible for Lease Payments due or accrued prior to the termination date; and shall be entitled to return of any security deposit balance remaining following deductions,pursuant to this Agreement. 9. Assignment, Sublicensing or Delegation. Lessee may not assign orsublease Lessee's rights under this.Agreement or delegate any of Lessee's obligations under this Agreementwithout theprior written consent.of City, and any purported,assignment, sublease, or delegation without prior written City consent will be void. City may treat any such purported assignment, sublease or delegation as a material breach of this. Agreement subject to termination for cause in accordance with provision 8(b). • 4 Hangar Lease Agreement ,/j Nonage#819650v6) June 2013 X! 10. Alteration of•Prernisesi Lessee may not make any alterationsl,install any fixtures, or make any additions or improvements.to the Premises without the pnor written consent of the City. Lessee shall be responsible;forobtaining all required permts,.including but'not limited to building permits, prior to commencing work'on any alterations authorized by the City pursuant to this provision. Any City-authorized alterations, fixtures, additions or improvements pursuant to this provision shall be the property of the City, and may not be altered or removed without the City's prior written consent. The City may require the Lessee to remove, at Lessee', sole expense, any.unauthorized alterations; fixtures, additions or improvements, and/or require the.Lessee'toLr'estore the Premises to its w condition prior to the commencement of the Lease)term and the unauthorized alterations; normal wear and tear excepted. Ifdhe'Cityndirects the Lessee to remove unauthorized alterations and/or to restore the,,Premises pur`suantto this provision, and Lessee fails to do so within any reasonable,+period establishedib`y,the City for such - r . removal and/or restoration,.the City may4remove,such alterations'and/or restore the Premises or,have such alterations removed and the Premises restored'•and,deduct the cost from the security deposftor.other amounts otheYvise payable to the Lessee,pursuant to this Agreement. The City maytreatany failure•of;Lessee to comply with the x ,r requirements of this'provision asia matenaf`,breach ofithis;Agreement subject to a, termination for causejin accordance with provision 8(b)`` 11. Aircraft Mairitenance. Maintenance of,the dircraftdescribed in Exhibit A by Lessee, or employees or contactors oPL'essee possessing an A & P license, and/or by FAA-certified persons;or entities employedgby,.or[affiliatedwith Airport on-site contractors, shops or . facilities shalPbea permitted use for purposes•of provision 7 of this Agreement, so long as all,such maintenance.;lexcept{for.normal pre-flight maintenance, including preventive maintenance as define�d;in Part 44iand elsewherein the'Pederal•Aviation Regulations), occur only within the hangar on the Premises; or in other designated areas of the Airport where such.maintenance'is permitted, or in other areas of the Airport with,permission of the airport manager Lessee may not spray paint aircraft or other equipment on the Premises or anywhere el"se at the Airport. Spray painting aircraft,or other equipment is not a permitted use:under this Agreement; provided, however, that minor paint touch up and application of corrosion safeguards that qualify as preventive maintenance under applicable federal aviation regulations are permitted uses under this Agreement. Lessee may not permit maintenance contractors onto the Premises or other areas;of the Airport for purposes of performing maintenance on Lessee's•aircraft described in Exhibit A or other aircraft except in accordance with this provision. Doing sods not a permitted use under this Agreement. 5 Hangar Lease Agreement n [Manage#819650v6) June,2013 X 12. Right Entry. To the maximum extent provided bylaw,City,shall have the right to enter the Premises, including the hangar on the Premises, atall reasonable times, to inspect the.Premises, including the hangar on the Premises, to;ensure compliance with this Agreement and provide for Airport safety. City shall'endeavor to provide the Lessee advance notice of inspections and to permit Lessee tote present during inspections. Lessee shall provide:Cityw th a key to all Lessee-furnished locks securing the hangar on the.Premises and/or City shall retain a key to any City-provided lock or locks. City may treat Lessee's use of a lock to secure the hangar for which the City does not have a key as a material breach of this Agreement subject to termination for cause in accordance with provision 8(b). In addition tb.other remedies of the+City tor use of a lock for which the City does not have a key, the City may removeorhave such locks removed without notice to the Lessee,and at Lessee's expense1,The City may„deduct the cost of lock removal not paid by`the Lesseeifrom thetse'cuntydeposit or other funds payable to the - Lessee pursuant to this Agreement. _ 13. Permanent Removal:of Aircraft. Lessee shallnotify,the=airport r,nanager4inwriting within five (5) days of permanent removal of his or her aircraft from the Premises. Upon receipt of such notice, in the absence o"nohcelof.Lessees intent to add a new aircraft to Exhibit A, and store such aircraft in the hangar or theiPremises'r`City may terminate this Agreement in accordance with provision 8(b) eLessee,,may not store any aircraft not listed in ExhibttMicon the Premises. Prior to storing a new.'aircraft on the Premises, Lessee shall notify the.dillObrt;manager in'wrifng ;provide registration and confirmation of Lessee's ownership interest in theiaircraft and,evidence:of all insurance required under this Agreement4for suchtiircraft: Upon approval by the City of such required information, a Ezhibit'A-shall be modified taireflect that Lesseeis authorized to store such aircraft on the Premises. 14. Possession"ofrAircraft. Lessee covenants and agrees that Lessee will maintain possession and control otjthe aircraft:specified in Exhibit A in accordance with the terms of this Agreement while'suchrai(craft is located at the Airport.. The parties agree that City is not responsible:and that the City, on behalf of its officials, officers, employees, agents and volunteers'disclaims,all liability related to the parking, possession or control of Lessee's aircraft. The aircraft specified in Exhibit A shall be the sole and exclusive responsibility of the Lessee at all times. 1.5. Government Regulations. Lessee shall"comply with all statutes, ordinances and regulations of the federaLState, county and municipal authorities presently in effect, or which hereafter maybecome effective, pertaining to the use of the Premises, and/or the Airport pursuant to this Agreement. City may treat Lessee's failureto comply with such 6 HangarLease.Agreement [Manage#819650v6) June 2013 statutes, ordinances and regulations as a material breach of this Agreement subject to termination forscause in accordance with provision38(b).. 16. Indemnification, Lessee-shall indemnify, defend with counsel acceptable to the City (which acceptance Will not be unreasonably withheld)and hold:harmless City and its officers, officials,.employees, agents.and volunteers from and against any and all liability, loss, damage, claims, expenses„and costs (including, without;limitation, attorney's fees and costs and fees ofllitigation) (collectively, 'Liability") of every`nature arising out of or in connection with the of the aircraft'specified in Exhibit A, Lessee's use of the Premises (including the,hangar on the Premises), and/61.'46e Airport, and/or Lessee's failure to comply with any of its obligations containediin.this,Agreement. Notwithstanding the foregoing) to the extentthatthisAgreement is a "construction contract" within the definition•of Civil Coder5eetion,2783 as maybe amended from time .. to time such indemnity shall not include Liability for the active'negligence of City. 17. Insurance. Lessee shall procureand maintainln effect for the duration"ofthis Lease Agreement insurance in accordance with this provision and Exhibit'B which is attached to and made a part of this Agreement”Exhibit B setstforth the.minimum kinds and amounts of insurance that Lesseeimust maintain pursuant to this Agreement, as well as required endorsementsland other requirements rl'nsurance equired pursuant to this provision and Exhibit B may'.be.,modified in,thesole discretion°of the,City's Risk Manager or City Managers Any suchsapproved insurance modifications will be by written amendment to this Agreement in accordarc e with provision'19. City may treat failure of the Lessee tormaintain in'effect for the duration of this Agreement insurance in accordance vnth this rovision and Exhibi i p ttB'as a material breach of this Agreement subject'to termination;for cause insaccordance with provision 8(b). 18. StdfutdE Jbtice POSsess iRdn'terestTax. Lessee is advised that under California Revenue and Taxation`Code Section 107:6, execution of this Agreement,rnay create a possessory interest Lessee subject to property taxation. Lessee hereby..agrees.that if such possessory interest is created;and is subject to property taxation, Lessee shall be solely responsible forthe payment of:said property taxes levied on any such interest. • 19. Amendment. This Agreement may be amended only by a written instrument executed byauthoiized representatives of each party. 20. Construction. The parties'agree that, notwithstandingCivil Code.section 1654, any uncertainty in the Agreement shall notbe construed against the drafterbf-the Agreement: 7 Hangar.Lease Agreement (iManage,#819650v6) June 2013 (D 21. Governing Law; Venue: This,Agreement shall be'enforced and interpreted under the laws of the State cif:California and The City of:Petalurna. Any action arising from or brought in connection with this Agreement shall be venued'in a court of competent jurisdictiontrYthe County of Sonoma, State of California. 22. Non-Waiver. Thetailure to enforce any provision of this Agreement or the waiver thereof in a particular instance shall not be construed as ageneral waiver of any part of such provision,.and`the provision:shall remain in full force and effect. 23. Severability. If any term;orportion of this Agreement islheld to be invalid;illegal, or otherwise unenforceable by a court of competenttunsdietion; the remaining provisions w of this Agreement shall continue in full force and effect. 24. No Third.Party Beneficiaries. The partiesido.,not intend-to.create;`and nothing in this Agreement shall be construed to createanyLlbenefrt.aiaightin any thirdtparty. 25. Headings. The headings used ifi this Agreement are fer convenience only and are not intended to affect the interpretation orconstruction'of any provisions herein. u, c:: 26. Survival. All obligations arising priorto+the expirationtoctermination of this Agreement __.. and all provisons of this A'gre`ement allocatimg liability'betweernCity and Lessee shall survive the expiratian or Termination of thisAgreemenf: • • 27. Entire Afgreerrient Thisf greement'includingcall exhibits constitutes the entire agreement betweentheiparties.and supersedes all prior agreements or understandings, oral or,written,'betweeh the parties concerning the subject matter of this Agreement. ns IN WITNESS WHEREOF.; the partied ave;executed,this.Agreement as+of the:day and year first above written: y` r" ' CITY p, . LESSEE • City Manager Signature ATTEST: Printed Name City Clerk Address City State Zip 8 Hangar Lease Agreement (iManage'#819650v6) June 2013 I APPROVED AS`TO FORM: [ADD SIGNATURES AND INFORMATION FOR ADDITIONAL.LESSEES, AS NECESSARY] City Attorney Signature APPROVED Printed Name Department Director Address - APPROVED: City ''State Zip Airport Manager APPROVED: Risk Manager APPROVED: a. Finance Director -a- �' file name: .k mc� sd 9 Hangar,Lease Agreement Nonage #819650v6) June 2013 I 001-4 • Please •fill,in rnlssih• information below or,revise,mcor"rect Information for'ou 'recortl s.;,_ _ • EXHIBIT A TO HANGAR LEASE AGREEMENT PETALUMA AIRPORT RENTER FACT SHEET NAME RESIDENCE ADDRESS • CITY & ZIP PHONE &EMAIL .Y .L NAME OF EMPLOYER . BUSINESS ADDRESS CITY & ZIP PHONE & EMAIL ' /- DRIVERS LICENSE-NUMBER LEGAL OWNER OF AIRPLANE M tr ADDRESS rib , • CITY & ZIP - MAKE yr. • • MODEL YEAR .. x^ ; COLOR' • REGISTRATION NUMBER INSURANCECOMPANY PHONE # E-MAIL 10 Hangar Lease Agreement (iManage #819650v61 June 2313 3 EXHIBIT:B'TO HANGAR LEASE AGREEMENT MINIMUM INSURANCE REQUIREMENTS FOR AIRPORT LESSEE Lessee shall'not'take possession Underthis'Agreement until Lessee shall have obtained all insurance required under this Exhibitandsuch insurance shall have been approved by the City's Risk Manager as to carrier and sufficiency; nor shall Lessee allow any subcontractor, unless Lessee has obtained prior written City approval for subcontractor, to commence work on or within the leased premises:until all similar insurance required of the Lessee and/or subcontractor shall have been so obtained,and;approved. All requirements;herein provided shall appear either in the body of the insurance,policies or as endorsements and shall specifically bind the insurance carrier. Lessee shall procure and maintain'Jor the duration of thei:Agreement all necessary insurance against claims for injuries to persons or damages tofpropertywhlchmac y apse from or in connection with the Agreement: ,w, A. MinimumScope of Insurance Coverage shall be at least as broad as 1. Aircraft'Liabilitytnsurance Coverage°, 2. Such other insurancescoverages and limits as;may be required byte City of Petaluma. B. Minimum Limits-of'Insurance ' • • Lessee shall maintain limits no less that , 1. Aircraft;Liablily {$1,000,000`per,occurrence;forbodlly%injury, personal injury and propertytdamage.4essee shall procure and`malntain for the duration of this Agreement, insurance against claims for injuries'to persons or damage to propertymwhich.mayiarise from or in connection with,Lessee's operation and use .ofthe leasectipremises,X.The cost of such insurance shall be borne by Lessee. 2. -,Such;other insurance"coverages and limits as may be required by the City of Petaluma: C. Deductibles'and SelPinsuredRetentions Any'deductibles or self„insured'ret'entions must be declared to and approved by the City of Petaluma. At the option of the"tity of Petaluma, either:-the insurer shall reduce or eliminate:such deductiblesior self-insured retentions:as respects the City of Petaluma, its officers officials, employees,'and volunteers; or the Lessee shall,procure a bond guaranteeing'Wymenf,bf'losses;and related investigations; claim administration and defense,ezpense ., Tr., D. Other Insurance Provisions The required aircraft liability and other applicable insurance policies are to contain, or be endorsed to contain the following provisions: 1. The City of Petaluma, its officers, officials; employees, agents and volunteers are to be covered as additionaliinsureds:as respects: liability arising.out of activities performed by or on behalf'of`the Lessee; products and completed operations of the.Lessee; premises owned, occupied or`used.by'the Lessee. The coverage shall contain no special limitations on the scope of protection afforded to the City of Petaluma and its officers, officials, employees,agents'or volunteers. 2. For any claims related to this Agreement,.the Lessee's insurance coverage shall be primary insurance as respects the City of Petaluma,;its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained 11 Hangar Lease.Agreement Nonage #819650v6) June 2013 �. • by the,City of Petaluma, and/or its officers, officials,employees, agents.or volunteers.shall be excess of the Lessees insurance and shall not contribute with it., 3. Any failure to comply with reporting',o`r otherprovisionskof the,policies including breaches of warranties shall not affect coverage.provided to the City of Petaluma, and its officers, officials, employees,agents or volunteers. 4. The Lessees insurance'shaltapply separatelyto each insured against whom claim is made or suit;is'brought except, with respect to the limits of the insurer's liability. 5. Each insurance'policyrequired by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or,inlimits except after thirty (30) days' prior written notice by mail has been given tb the Cityof Petaluma. E. Acceptability'of Insuiers. Insurance is to be placed with;insurers with a current'A:fvt. Best's rating of no less than A- VII. F. Verification of Coverage Lessee shall furnish the any ofPetaluma,wlth original endorsements;effecting coverage required by this clause. the endorsements are to be signed by cir person authorized by that insurer to bind coverage on its behalf'4 jLendorseinents are to be received and approved by the City of Fetalumabefore fheAgreemenf commences uThe Lessee's insurer may provide complete''certified copies os,,alli equired.insurance policies, including endorsements affecttngstte coverage required by the City of Petaluma. • lyY:. •sx.. . f' i k f•Se • 'INSURANCE.REMINDER ., THE CITY OF PETALUMA'S,SINSURANCEIDOES NOT-COVER'ANY OF LESSEE'S PERSONAL4PROPERTYrINCLUDING AIRCRAFT • .n 12 Hangar.Lease Agreement Nonage #519650v61 June2013 LC • EXHIBIT C TO HANGAR LEASE AGREEMENT HANGER LOCATION AND` LEASE,PAYMENT LESSEE NAMES] 41‘ SPACE NUMBER RENTAL FEE $ PER MONTH 819650.6 AF • ,An .�. ., i PR VY'. ,r / 13 • Hangar Lease Agreement [Manage#819650v6) June 2013 1 (p • Attachment 3 STORAGE:UNIT'LEASE AGREEMENT This Standard'Sforage Unit Lease Agreement ("Agreement'!)'is made and entered into this day of _, 20 , by•and'between the City of Petaluma; hereinafter:referred to as "City" and , hereinafter,referred to as "Lessee." The address of Lessee is as follows: , telephone (home) (business) WHEREAS, City has built and maintainsaertain storage units for aircraftand/or aviation- related storage at the Petaluma'Municipol Airport ("Airport"); and WHEREAS, Lessee desires to use one of those storage units for,aircraffand/or'aviation-related storage; and WHEREAS, Section 46 of Article VII Of(the Petaluma City,Charter•provides, in pertinent,part, that no City action providing fo •the+sale or lease of real property maybe taken except'by ordinance or pursuant to a genera[law of theS fate; and WHEREAS, pursuant to Section 46 of ArticlesVlbofthe Petaluma Cify Charter, the City Council of the City of Petaluma on May 7, 2007, adopted Ordinance No."2268JN:C.S., codified as Chapter 16.06 of the Petaluma Municipal Code, providing CityCoUr cil approval of form lease documents for ground,,hangar'and tie-down leases at the Petaluma Municipal Airport and City Council approval of,specialized:lease arrangements andother specialized uses of the Petaluma Municipal Airport all by resolution; and.authorizing execution of leases,on approved form lease documents byithe:City Manager onrbehalc ofthe City; and WHEREAS;pursuant to Ordinance No.'2268,N:C.S. adopted May(7, 2007, and codified as Chapter 16`06 of the Petaluma,Municipal Code,the City Council of the City of Petaluma adopted on''April 16, 2007, Resolution No,'2007-068-N.C.S.; approving the use of form hangar and tie down leases dated for reference Apri1,2007 and attached to and made a part of said Resolution,:and.authorizingexecution,of leases on such approved form lease documents bythe City Manager on behalf of the City-;sdnd WHEREAS, this,Agreement is consistent with form lease documents dated for reference February 2008 and approved by Petaluma City Council on February 23, 2009 and within the authority granted by Resolution No. 2009-017 N.C.S,, approving the use of.form standard storage unit leases, attached to and made apart of said resolution, NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement,the parties°herebyagreeas follows: 1 Storage Unit Lease Agreement June 2013 #1168343v51' 1. Lease of Premises. City leases to Lessee,and Lessee leases rom City,.in accordance with the terms'of this Agreement, the right to use Storage Unit°No. _ (the,",Premises") solely for permitted uses as?defined'in'provision 5 of this'Ag"reement. The Premises may be further described in Exhibit A,the "Petaluma Airport Renter Fact Sheet," which is attached to and made,part of this Agreement. 2. Term. The term of this Agreement shall be on a montheto-month basis, commencing on , 20 • • 3. Lease Payments. Lease payments shall be Dollars ($ :Alper month, payable in advance on the first day of each and every montrgthis'Agreement;remains in effect. Lessee shall pay the first mori'th:s Lease Paymentto City upon execution of this Agreement. Lease.Payments shall be madepayable tote City-of Petaluma,at Post Office Box 61, Petaluma, California 94953. Cityfhdperiodically increase or modify Lease Payment upon notice of the amount and effective date of the new Lease Payment amount, which notice shall be provided to Lessee at'least thirty (30) days in advance of the new Lease Payment effective date and in;accordance with applicable law. Lease Payments shall be deemed delinquent if not received by City within twenty (20) days of the first of.each.month. Upon delinquency;the.Lease'Payment due will automatically increase ley'an additional 10 percent cis liquidated damages for each month or pontibn of a month:;that the Lease.Payment is delinquent. If the full amount of delinquent Lease'Payments,!including all liquidated damages, are not brought current within.thirty430) days of the day•Lease'Payments under'the Agreement first became delinquent, the'City may;in,addition to other remedies available to the City, on notice to :the Lessee: take immediate action for collection, refer and/or assign the delinquent Lease,Payments to 6dollection agency, commence a small claims or other action to • recovendelinquent`Lease Payments, deduct unpaid Lease Payments from the Security Deposit in accordance with provision 4 below and/or terminate this Agreement for causain accordance with provision 6(b), below. Lessee agrees that City's costs incurred to recover delinquent Lease Payments, including, but not limited to, reasonable • attorneys' fees and theccostof;staff time will be added to the Lease Payment then due and recoverable by City as liquidated damages. 4. SecurityDeposit. Lessee shall post a security deposit with;City in an"amount equal to two months' Lease Payments atthe time of execution of this.Agreement. Lessee shall return the Premises to City at the expiration or termination of this Agreement-in the same condition as at beginning of the Agreementterm,normal wear and tear excepted. 2 Storage Unit LeaseAgreement June 2013 I�xy #1168343v5 i �-+ In the:event repairs are necessary to restore-the Premises to the same condition as at the beginning of the Agreement term,;normal wear anditear excepted, City may deduct any'and all repair costs/including,buttottimited to, staff time or-administration costs, from the security deposit. The City shall,not be required'to consider the security deposit aspayment of first and last month's rent, but City mayatits sole•option, deduct any unpaid Lease Payments from the security deposit, either prior to or after deduction of any amounts needed'for repairs. Any security deposit balanceremaining after all repair costs and/or other deductions permitted under this Agreementiishall'be refunded to Lessee following the expiration or termination of this Agree-Mehl. No interest will be payable on the security deposit. If the security depositbalance:is insufficient to cover the cost of repairing the Premises and/or unpaid LeasePaymerit's pursuant to this provision, Lessee shall promptlyremit to the C1fythe:repdircosts and/or Lease Payments in,excess of the security deposit upon receipt.of the City's invoice for suchi,costs and/or payments. 5. Permitted Use. Permitted use of the Premises pursuantIo,.this Agreement is limited to storage of aircraft and/or.aviation-[elated items. Nootheruse, including, but not limited to business, trade, professional or commercialoperations,or use of the Premises by the general public or persons:other than the Lessee,except in conjunction with Lessee's permitted use, or storage;of"aircraft and/ar aviation-related'items by persons other than the Lessee may:be.conducted on the Premises. Spray painting aircraft or other equipment is,not a permitted use under this"Agreement; provided, however; that minor paint touch up and'ap'plieatlon of'corrosionsafeguards thatqualify as preventive maintenance under applicable federal aviation regulations are permitted uses under this Agreement. The City, may treatany use of the Premises by Lessee that is not a permitted useas a`material breach of this?Agreement subject to termination for cause in 'accordance with provision 6(b). Lessee may display far Sale sighs on the Premises for the sale of Lessee's aircrafttand/or•aviation- related items storedsin the Premises,in accordancewith this Agreement,and such display shall be a,permitted use, so long as such display is in-accordance with all applicable laws, rules7and;regulations, including, but not liriited to, thefequirerrients of the Petaluma Municipal Code.governing signs. 6. Termination. This,Agreement may be terminated as follows: a. For convenience;by either party by giving thetther party thirty (30j 1days' written notice of such termination,by certified or registered mail or by personal delivery, in accordance with applicable law. Any such notices should be sent to City at City Hall, City of Petaluma, Office of the City Manager, Post Office Box 61, Petaluma, California 3 Storage Unit Lease Agreement June 2013 #1168343v51� 94953 and to:Lessee;at _ . Intl e event of termination for-convenience by the City, City will refund to'Lesseerthe pro-rata,share.of any-Lease Payment'amounts already received for periods after the termination effective date, andany remaining security deposit balance, less any applicable deductions pursuant to this Agreement: In the event of terminationfor convenience by Lessee,.City will refund to Lessee the pro-rata share of any Lease Payment amounts already received-for periods after the termination effective date, provided that,30 days' written notice is given as required by this subparagraph; and,any remaining security depositbalance, lesstany applicable deductions°pursuant to this Agreement. b. For cause by either party on not less than seven.(7)'days? written notice to the other party for any failure tojcomply with any of the terms of ihisiAgreement, in accordance with applidabledaw. The party giving notice of termination for cause may, in its discretion, allow the other party a reasonable period, specified in the,notice, in which to cure that party's'failure to comply wthtthis Agreement. Lessee specifically waives any right Lessee may have under applicable;;law to a°three-day or other period in which to cure any breach of this;Agreement, should City elect not to provide such period for cure of Lessee's breach`.•;°.In,the event of termination for cause, subject to applicable law, Lessee:wdl.rerhain responsible for Lease Payments due or accrued prior to the termination dater and shall be entitled':to return;offany security deposit balance remaining following,deductions'pursuant-to this Agreement: 7. Assignment, Sublicensina-orDelegation. Lessee may not assign or sublease Lesee's rights under this Agreement'or'ielegate_any of Lessee's obligations under this Agreemeni=without the briorwritten consent of City, and any purported assignment, sublease, or delegation withouVrior written City consent will,be void. City may treat any such purported assignment, sublease or delegation as a material breach of this Agreement'subject todtermination tor cause in accordance with provision 6(b). 8. Alteration,of'Prernisesc Lessee may not make any alterations; install.anyfixtures, or make any additions or improvements'to‘the Premises without the prior written consent of the City. Lessee shall be:responsible for obtaining all required permits;;including but not limited'to building permits; prior to cornmencing wort(on any-alterations authorized by the City pursuant to this,provisioh. Any City-authorized alterations,:fixtures, additions or improvements,pursuant'to this-provision shall be the property of the City, and may not be altered or removed without the City's prior written consent. The City may require the Lessee!to remove, at Lessee's sole expense, any unauthorized alterations,fixtures, additions or improvements, and/or require the Lessee to restore the Premises to its 4 Storage Unit Lease Agreement June 2013n'b #1168343v3 condition prior',to the commencement of the,Leaseterm and the,unauthorized alterations, normal weara'nd,tearezcepted. ;If;the City directs the Lessee to remove unauthorized alterationsand/or to restore fhePremisesipursuant'to'this provision, and Lessee failsto do so uiithinany.reason'able"period established'by the City for-such removal and/or restoration, the City may remove such alterations and/or restore the Premises or have such alterations removed and the Premises restored, and deduct the cost from the security deposii'or other amounts otherwise payable to the Lessee pursuant to this Agreement. The City may treat any failure of Lessee to comply with the requirements of this'prevision as a material breach of this,Agreement subject to termination for cause.'in accordance with provision 6(b). 10. Right of Entry. To the maximum extent provided by iaw,-City'shallliave the right to enter the Premises, including the;storage unit on thetPremises, at all reasonabletimes, to inspect the Premises, including the storage unit,an the Premises, to ensure.compliance with this Agreement and provide for Airport safety:''City.shallsendeavor to provide the Lesseeadvance notice oflinspections and to permit?Lessee to be present during inspections. Lessee shall,provide Citya:with a key to all Lessee-furnished locks securing the storage unit on the Premises and/orCity shall retain a;key told-1Y City-provided lock or locks. City may treat Lessee's:use of a lock to secure the storage unit for which the City r. does not have a key,ets a.materfal breach of this Agreement subject to termination for cause in accordance Wit i'"provision6(b).-ln addition to,other remedies of the City for use of a lock for,whichthe Cifydoes not have a key, the City may remove or have such locks removed without notice to the Lessee and,at Lessee's expense. The City may deduct the cost of loek,removal not paid by the+ Lessee from the security deposit or other funds payable to the[essee.pursuant to this Agreement. 11. Government Regulations. Lessee shall comply with,all statutes, ordinances and regulations,of the-federal,-state, county and municipal authorities presently in effect, or which hereafter may become effective, pertaining to the use of the Premises, and/or the Airport pursuant tothisAgreement. City may treat Lessee's failure to comply with such statutes ordinances and regulations as a material breach of this Agreement subject to termination:for cause in accordance with provision 6(b). 12. Indemnification. Lessee shall,indemnify; defend with counsel acceptable to City (which acceptance will:not be unreasonably withheld), and hold harmless City and its officers, officials„employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including,.without limitation, attorney's fees and costs and tees of litigation) (collectively, "Liability") of every nature.arising.out of or in 5 Storage Unit Lease Agreement June 2013 #1168343v5 • connection'with, Lessee's use of the Premises and/or.the Airport, and/or Lessee's failure. to-complywith any of its obligations contained in this Agreement, Notwithstanding the foregoing, to the:eztentthat this Agreement is,a "construction contract" within the definition of Civil Code Section 2783, as maybe amended from time to time, such indemnity shall not include Liability for the active negligence of City. 13. Insurance. Lessee shallprocure and maintain in effect forthe duration Of this Lease Agreement insurance in'accordance with this provision and Exhibit B which is attached to and madea part,of this Agreement. Exhibit B Set forth the;miniiiium:kinds and amounts of insurance that Lessee must maintain pursuant toothis,Agreement, as well as required endorsements and other requirements: Insurance required pursuant to this provision and Exhibit B maybe modified in the soleidiscretion.of the"City's Risk Manager or City Manager: Any such approved insurance°modifications will be'by-written amendment to this Agreement iin,accordance with provision 15 City maytreat failure of the Lessee to maintain in effect for the duration of'this;Agreement insurance in accordance with this provision and Exhibit B as a material breach of this Agreement subject to"termination for cause in'accordance with provision;6(b). 14. Statutory Notice Possessory.InterestTdx. Lessed-issadvised'thafunder California Revenue and Taxation Code Section 107:6, execution'•of this^Agreement;may create a possessory interest in Lessee subject to property taxation. Lessee'hereby;agrees'that if such possessory interest is createdand'is subjec't'•to properly taxation, Lessee shall be solely responsible for the payment'of,said,propertytstaxeslevied on any such interest. • s " 15. AmendmentHThisAgreement may be amended only by'a written instrument executed by authorized representativestofleach party. 16. Construction. This Agreement is the product of negotiation and compromise on the part of both.pariies and.the parties'agree that;notwithstanding Civil Code:section 1654, any uncertainty.in*the.Agreernent shall not,be construed against the drafter of the Agreement.. 17 Governing Law;Venue. This'Agreement shall beenforced andfinterpreted under the laws of the State of California'and the City of Petaluma. Any action arising from or broughtin connection with this Agreement with venue in a..court of competent. jurisdiction in the County of Sonoma, State of'California. 6 Storage Unit Lease Agreement June 2013 • g1,168343v5 18. Non-Waiver. The failure`to enforce any provision of,this'.Agreement or the waiver thereof in a particular instance shall not be consfrued as a general waiver of any part of such provision, and The provisiorrshalrremain in fullforceand effect. 19. Severability. If any termior portion of this Agreement is'held to be'invalid, illegal, or otherwise unenforceable by a,court of competent jurisdiction, the remaining provisions of this Agreement shall.continue:in full force and'effect. 20. No Third PartyBeneficiaries. The parties do notintend to create, and nothing in this Agreement shall be construed to create any benefit or nghtin any third party. 21. Headings.. The headings-used in this Agreement are,for convenience only and are not intended to affect the interpretation or construction of any pro Visions:therein. 22. Survival. All obligations arising prior to the expiration or termination of this Agreement • and all provisions of this.Agreement allocating Ilabilltyjb etweenCity and Lessee shall • survive the expiration orterminationof this Agreement:'°.,,, 23. Entire Agreement. This,Agreement, includinglall,exhibits constitutes the entire agreement between thepartiesiand supersede a ll;prior.agreements or understandings, oral or written, betweenrthe'parties concerning the subject matter of this Agreement. IN WITNESS WHEREOF,ifhe1,parties,hgveexecuted this.Agreement as,of the day and year first above written. -j CITY 1 LESSEE City Manager Signature • ATTEST: • Printed Name City Clerk Address APPROVED AS TO FORM: City State Zip City Attorney (Signatures continued on next page) 7 Storage Unit Lease Agreement June 2013 n #1168343v5 3 APPROVED' Department Director APPROVED: Airport Manager` APPROVED: • Risk Manager • APPROVED: Administrative Services Director file name: 8 Storage Unit Lease Agreement June 2013 #1168343v5 pa Fiease,hll In ri lsslri ' riforrtiationxbelo"w_or revise The"orreefili o•r"mdt MIor our 4, EXHIBIT A TO STANDARD STORAGE UNIT LEASEAGREEM'ENT PETALUMA AIRPORT RENTER FACT SHEET NAME AIRMAN'S CERTIFICATE NO. • RESIDENCE ADDRESS m. CITY& ZIP PHONE & EMAIL - NAME OF EMPLOYER ' BUSINESS ADDRESS - CITY & ZIP te. f , PHONE & EMAIL DRIVERS LICENSE NUMBER LEGAL OWNER OF AIRPLANE - ' ADDRESS -- - CITY & ZIP MAKE MODEL YEAR - d COLOR REGISTRATION NUMBER (for airport to fill in below) SPACE NUMBER RENTAL FEE 9 Storage Unit Lease.Agreement June 2013 #1168343v5 ercp EXHIBIT B TO AIRPORT STORAGE UNIT LEASE:AGREEMENT MINIMUM INSURANCE, REQUIREMENTS FOR.AIRPO.RT LESSEE Lessee,shall not take possessionunder this,Agreement until'Lesseeshalll have,obtained all insurance required under thisfExhibit and such'insurance shall have-been;approved by the City's Risk Manager as to.carrier and sufficiency; nor shall Lessee allow any subcontractor, unless Lessee has'obtained prior written City approval for subcontractor, to commence work on or • within the leased premises until;all.similar insurance required of the Lessee,and/or subcontractor shall have been so obtained and'approved. All requirements hereiri,provided shall appear either in the body of the insurance policies or as endorsements andiishall specifically bind the insurance carrier. Lessee shall procure;and maintain for the duration of the Agreement all necessary insurance against claims for injuries to persons'or damages to property'which"may ariseifrom or in connection with'the Agreement. A. Minimum Scope of Insurance Coverage shall beat ledstas'broad as: 1. Aircraft Liability Insurance Coverage. 2, Such other insurance"coverages and limits as may.,be required by the.City of Petaluma. B. Minimum Limits of Insurance Lease e.shall.maintain.limits+no,less than: l: Aircraft Liability: $1 000;000 per occurrence*for°bodily injury, personal injury and property`damade: Lessee shall procure"and maintain for the duration of this Agreement insu[ance'agdinst claims for injuries to persons.OP damage to propertywhich maydarisefrom, or in connection with Lessee's operation and use of the leased premises The cost of such insurance,shall be'borne by Lessee. 2. Such other insurance coverages.and limits as may be required,by the City of Petaluma. C. Deductibles andlelftliiitirediltetehtions Any deductibles or self`-,insuredLretentions must be declared to and approved by the City of'Retaluma, At,the option of 4he City of Petaluma,either. the insurer shall reduce or elirrminate.such deductibles or self-insured retentions:as respects the City of Petaluma, its officers, officials, employees, and volunteers; or the;Lessee;shall procured bond guaranteeing;payment of losses and related investigations, claim administratiomand defense expenses,,; D. Other;lnsurance Provisions The required aircraft liability and other applicable:insurance'policies are to contain, or be endorsed to contain the following provisions: 1. The City of Petaluma its officers, officials; employees,;agents and volunteers are to be covered as additional insureds'as respects: liability arising out of activities performed by or-on behalf of the Lessee; products and completed operations of the Lessee; premises owned;Occupied or used by the Lessee. The coverage shall contain'no special limitationsen the scope of protection,afforded to the'City of Petaluma and'its officers, officials, employees, agents or volunteers. 2. For any claims related to this Agreement, the Lessee's insurance coverage shall bepririmary insurance as respects the City of Petaluma, its officers, officials, 10 Storage Unit Lease Agreement June 201 168343v5ENO employees, agents and-volunteers. Any insurance or self=insurdnee.maintained by:the:City of Petaluma,:andior rtsfofficers; officials/employees, agents or volunteers shall be excess otthe Lessee's insurance and shall not contribute with it. 3. Any failure to comply withrreporting,,,or other provisions of the policies including breaches of warranties,shall not affect coverage provided to the City of Petaluma, and its officers, officials, employees, agents orvolunteers. 4. The Lessee's insuranceshaft apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled reduced in coverage or in limits:except after thirty 130) days prior written,notice by mail has been given to the City of Petaluma. • E. Acceptability of Insurers. Insurance is to be placed with insurers with a current:A.M. Best's.ratingrof no less than A- VII. F. Verification of.Coverage Lessee shall furnish theCily of,Petaluma with original endorsements effecting coverage required by this clause. The endorsements are tolbe signed by a person authorized by that insurer to bind coverage omits behalf. All endor'sements•are to be received and . _m approved by the City.of Petaluma'before the Agreement,commences. The Lessee's insurer may provide complete, cer'tifiedicopies of all required:insurance policies; including endorsements:affecting the coverage required by,;the City of Petaluma. ''INSURANCE?REMINDER THE CITY`OF.IPETALUMA'SnINSURANCE DOES NOT COVERANY'OF LESSEE'S PERSONA19 PROPERTY, INCLUDING AIRCRAFT 1168343.5 • • 11 Storage unit Lease Agreement June 2013 #1 168343v5 aT • Attachment 4 TIE=DOWN" LEASE AGREEMENT • Thistle-Down Lease Agreement ("Agreement"j is made and entered'ir to this day of , 20. „by and between the City of Petaluma, hereinafter referred to as. "City'and , hereinafter referred to as "Lessee." The address of Lessee is as follows: telephone (home) (business) WHEREAS, City has built and maintains certain tie-downs for aircraft storage at the Petaluma Municipal Airport ("Airport");:and. { WHEREAS, Section 46 of Article VII of the Petaluma City Charter,provides;;in"pertinent part, that no City action providing,forthesale or lease of real property maybe taken'except by ordinance or pursuant'to a'general.law of the State; and WHEREAS;,pursuant to Section 46 of Article VII of the PetalumarCity Charter, the City Council of the City of Petaluma on May 7;2007,adopted Ordinance No;2268 N.C:S., codified as Chapter 16.06 of the Petaluma Municipal Code, providing for City Council approval of form lease documents for ground',,hangar and tie-down leases at the Petaluma'Municipal Airport and City Council approval of specialized lease arrangementstand other specialized uses of the Petaluma Municipal Airport all by resolulon;;and authorizing'executioniofleases on approved form lease documents by theCity_Manager,-on,behalf of the.City; and • WHEREAS; pursuant to Ordiriance,NCb 2268 N.C.S. adopted May 7;;2007, and codified as Chapter 1 6:06 of:the;Petalumq unici aVCode#the City Council;of the City of Petaluma adopted on April 16,2007, Resolution,No. 2007- 068 N.C.S., approving the use of form hangar and tiet'down leases dated for reference'April 2007 and attached to and made a part of said Resolution;sand;authorizing executiontof leases on such approved form lease documents by the City'•Manager;;on behalf of the City;.and WHEREAS,.this Agreement has been prepared pursuant to the form lease documents approved in April 2007 and within the:auth'ority granted by the Petaluma City Council byResolution No. 20071068 N:C:S. NOW THEREFORE, inrconsiderationof the:promises and mutual covenants contained in this Agreement, the.parties.herebyagree as follows: 1. Lessee Information. Each Lessee shall fully complete Exhibit A, "Petaluma Airport Renter Fact:Sheet ;cop(ies) of which are'attached hereto and incorporated herein by reference: 1 Tie-DOwn,Lease Agreement 181951 8) June 2013 ^g 2. Lease of;Premises. City leases to Lessee and,;Lessee.leases'from City, in accordance with the terms of this Agreement,"tne right to use.Petaluma.Municipal Airport Tie-Down space specified in Exhibit C'which is attached to and incorporated herein by reference, (the "Premises"), solely for the permitted uses as defined in provision 5 of this Agreement. The parties may mutually''agree to relocate Lessee to'another'Tie-Down ("the Substituted Premises") by completing and executing;a revised Exhibit C and a Substitution of Premises form:ptepared,byCity. The revised`Exhibit C and Substitution of Premises form, when executed b/'Cityand.Lessee, shall be attached to this Agreement and shall constitute an:arnendment'to this'Agreement. • 3. Term. The term of this•Agreement:shall be on a month monthibasis, commencing on , 20 _, 4. Lease Payments. Lease;payments shall be thesum specified in Exhibit C per month, payable in advance on the first day of each an d every•month this Agreement remains in effect. Lessee shall pay first-month's Lease Payment;to.City upon execution of this Agreement. Lease Payments shalh be made payable to,th? City of Petaluma at Post Office Box 61, Petaluma, California 94953 City may periodically'increase or modify the Lease Payment'upon notice of`the amount and.effective date of`the new Lease Payment amount, which notice shall be2provided t`otessee at least thirty (30) days in advance of the new Lease{Ptayment effective date and inoccordance with applicable law. Lease Pajrrientsshall be:deemed delinquent if not received by City within twenty (20) days of the first ofeach,month. Upon delinquency, the LeasePayment due will automatically increase0y an a iditionalvl0 percent as liquidated damages for each month or portiontof a monthtthat the Lease Payment is delinquent. If the full amount of delinquent Lease Payments, including all liquidated damages, are not brought current within thirty (30):daysrof,the day Lease Payments under the Agreement first became delinquent,the City may in addition to other remedies available,to the City, on notice to the Lessee:; Make immediate action for collection, refer and/or assign the.delinquent Lease Payments to:a"collection agency, commence a small claims,or other action to recover delinquent Lease Payments, and/or terminate this Agreement for cause in accordance:with provision 6(b), below. Lessee agrees that City's costs:incurred to recoverdelinauent Lease Payments, including, but not limited,to, reasonable attorneys' fees and the cost of staff time,'will,be added to the Lease Payment then due and recoverable by City as liquidated damages. 5. Permitted Use. Permitted use,of the.Premises pursuant'tathis ,Agreement is limited to storage of the aircraftdescribed in Exhibit A, which is attached to:and made a part of this Agreement and related supply and equipment storage: Only aircraftin`which Lessee 2 Tie:Down Lease Agreement (819651.8). June 20138,0'' . has an ownership interest, as documented in-FAA AircraffRegistration forms may be listed in Exhibit A and stored in thePremises pursuant to this Agreement. No other use including, but.not limited to business, trade; professional or commercial operations; or use of the Premises bythe"general public;'or'persons other than the;Lessee, except in conjunction with.Lessee,,;except in conjunction with Lessee's permitted use, or storage of aircraft by persons other than the Lessee-or aircraft other than the aircraft described in Exhibit A may be conducted on the Premises. The City may treat any use of the Premises by Lessee that is not a permitted use as a material breach of thisl.Agreement subject to termination for"causein accordance with provision 6(b) Lessee may display for-sale signs on the Premises.for the sale of Lessee's aircraft stored in theyremises in accordance with this Agreement; and such display shall be a permitted,use so'long as such display is in accordance with all applicable taws, rules, andregulations;.including, but not limited to, the.requirements'of the'Petaluma Municipal Code governing;signs. 6. Termination. This:Agreement may be terminatedtas.follows: a. For convenience by either party by giving thekother party thirty (30) days' written notice of such termination by certified,or registered mail or;personal delivery in accordance with applicable law. Any such notices should:beisent to City at City Hall, City of Petaluma, Office of the City Manager, Post®ffice Box 61, Petaluma, California 94953 and to LesseeFatite address provided in Exhibit-,A:. In the event of termination for convenience by,:jtheAlttrf,City will refund4o Lessee the-pro-rata share of any Lease Payment amounts,,alreadyreceived for periods after the termination effective date. In the event of termination forrconvenience byTLessee, City will refund to Lessee the pro- r rata share,of any Lease'°Paymehhamounts already received for periods after the termination effective date;provided that 30'days' written notice of termination has been provided in accordance.wlth,thissubparagraph. b. For cause byeither party on not less than seven (7) days' written notice to the other party for any failure to comply with any-of the terms of this Agreement; in accordaoce.with applicable.taw. The party giving notice of termination for cause may, in its discretion,;allovrthe other party a reasonable period; specified in the notice, in which to cure that party's failure to comply with this Agreement Lessee specifically waives any right Lessee may have under applicable law to,a three-dayorother period in which to cure any breach of this Agreement, should Cityelect not to provide such period for cure of Lessee's breach. In the event of termination for cause, subject to applicable law, Lessee will remain responsible for Lease:Payments due-or accrued prior to the termination`date. 7. Assignment4ublicensina or Delegation. Lessee may not assign or sublease Lessee's rights underthis Agreement or delegate any of Lessee's obligations under this 3 Tie-Down Lease Agreement (819651.8) June 2013 3o Agreement without the prior written consent of`City, and,any purported assignment, • sublease, or delegation without prior written City consent will bewoid. City may treat any such purported assignment, sublease or delegation:as'a material breach of this Agreement subject to termination for cause•in accordance with provision 6(b). 8. Alteration of`Premises. :Lessee"may not make any alterationsto the tie-down space. The City may treat any failure of Lessee to comply with the requirements of this provision as a material breach of this Agreement subject to termination for cause in accordance with provision 6(b). 9. Aircraft Maintenance. .Maintenance of the aircraftdescribed:inExhibit,A by Lessee, or employees or contractors,of Lessee possessing an A 8:P4license;and/or by FAA-certified persons'or entities employed,by,or affiliated'withlAiiport on-site contractors, shops or facilities shall be a permitted,use for purposes".of provision 5 of this Agreement, so long as all such maintenance (except for normal.pre'-flight'maintenance, includinglpreventive maintenance as defined in Part 43 and elsewhere`,in the`Federal Aviation Regulations), • occurs only at the'tie-dowh,on the Premises, or in'ofh"erdesignated areas of the Airport where such maintenance is permitted; or in other areas°ohthe Airport with permission of • the airport manager. Lessee may notrspraypaint'aircraft On other on the Premises or anywhere else°at the.Airport. Sprayipaintiing aircraft or other equipment is not a permitted use,under this Agreement providedslowever; that minor paint touch up and application of corrosion,safeguards that qualify as+preventive maintenance under applicable federal aviafion°regulations arerpermitted uses under this Agreement. Lessee may not permit maihtenandercontractors onto the Premises or other areas of the Airport for purposes of performing mainfehanceon Lessee'r,aircraft described in Exhibit A or other aircraft except in accordance with this provision. Doing so is not a permitted use ,under this Agreement. 10. Permanent'Removal ofrAircraft. Lessee shall notify:the airport manager in writing within five-(5) days.of permanent removal of his or her aircraft from the Premises. Upon receipt °v. of suchsnoticerin the absence of.notice.of Lessee's intent to add'a new aircraft to Exhibit A, and store such.aircraft.on the Premises, City mayferminate this Agreement in accordance with provision-6(b). Lessee may not store any aircraft`not listed in Exhibit A on>the"Premises: Prier to storing a new aircraft on the Premises, Lessee shall notify the airport manager in writing,;provide registration and confirmation of Lessee's ownership interest in'the aircraft, andevidehce of all insurance required under this Agreement for such aircraft. Upon approval by the City'of such required information, Exhibit A shall be modified to:reflect that Lessee is•authorized to store such aircraft on the Premises. 4 Tie-Down Lease Agreement (819651.8) June 2013 9 cp 11. PossessionVof Aircraft. Lessee covenants and,agrees thatLessee'will maintain possession and control ofrthe aircraft specified in Exnibit,Aiin accordance with the terms of this Agreemeritwhile such aircraft is located at.the Airport: The parties agree'that City is not responsible and that the City, on behalf of its>bfficials,-officers, employees, agents and volunteers disclaims all liability'reldted to the parking, possession or control of Lessee's aircraft. The aircraftspecified"in Exhibit shall be the sole and exclusive responsibility of the Lessee at all times. 12. Government Regulations: Lessee shall comply With all statutes;eordindnces and regulations.of the federal, state, county and nunicipal authorities presently in effect; or which hereafter may become effective, pertaining fo the usegf.the:Premises,and/or the Airport pursuant to this,Agreenieht. City may treat;LeSSee!s failure to comply with such statutes; ordinances and regulations as a material breach of this Agreement subject to termination for cause in accordance with provision 6(b).. 13. Indemnification. Lessee shall indemnify, defend with counsel-acceptableto City (which -q acceptance will notbe unreasonably withheld), and'hold harmless City and its officers, officials, employees, agents and volunteers from and against"any and all liability, loss, damage, claims, expenses;and costs (including,without limitation, attorney's fees and costs and tees of litigation) ,(collectively, "Liability,") of every+`nature arising out of or in connection with the operation of the aircraft specifiedinfExhibit A, Lessee's use of tie- . down and the Premisestai d/ortne Airport, and/or Lessee's-failure to Comply-with any of itsabligationstantained.inl<t S,Agreement:,.;Notwithstanding'fhe foregoing, to the extent that this Agreementfiis a "construction contract" within the:definition of Civil Code Section 2783,.as may be:amended;fromltime to time,.such indemnity shall not include Liability for the etive negligence of City. 14. Insurance. Lessee hall,procureand maintain in effect for the duration of this Agreement insurance,in accordance'with this provision,and Exhibit B which is attached to and made a part,of this:Agreement: Exhibit B;sets forth the minimum kinds and'amounts of insurance thaLLessee must maintain pursuant to this Agreements as well as required endorsements and other requirements. Insurance required pursuant to this provision and Exhibit B maybe modifiedlin,the sole discretion of the City'sRisk:Manager or,City Manager. Any-such approved insurance modifications will:be bywritten amendment to this Agreement in accordance with provision 16. City may treat failure of the:Lessee to maintain in effect fertheduration,of this Agreement insurance.in accordance with this provision and Exhibitaas a material breach'of:this Agreement subject to termination for causein accordancewith-brovision 6(b). 5 Tie-Down Lease Agreement (819651.81 June 20133 15. Statutory Notice Possessory.Interest'Tax: Lessee is advised that under California Revenue and Taxation.CodeSection 107.6; execution, of this'Agreement-may create a possessory interest in Lessee,subject to properly taxation. Lessee hereby`agrees:that if such possessory interest is created and islsubject'to property taxation, Lessee shall be solely responsible for the payment of.said property taxes levied on any such interest. 16. Amendment. This Agreement may be amended only by'a written instrument executed by authorized representatives of'each party. 17. Construction. The parties agree that, notwithstanding Civil code section 1654, any uncertainly in:the Agreement shall not,be construed agamsttflie,drafter of the Agreement. • 18. Governing Law; Venue. this Agreement shall be enforced and interpreted,under the laws of the State of California and the City of'Petaluma. Any action arisingfrom or brought in connection with this Agreement shall be.vepued in a court of competent jurisdiction inth'e County of,Sonoma, State of California:; 19 Non-Waiver. The failure to enforce'any'provsion'of this Agreement or the waiver thereof in a particular instance shall not be construed as;a?general'waiver of any part of such provision, and the provision shall remain in;full force and-effect: 20. Severability. If any term or"portion of this Agreement is heldlto,be invalid, illegal, or otherwise unenforceablebyta court of competent jurisdiction; the remaining provisions of this,Agreement shalltcontinue in=full;force and effect: 21. No Third Party Beneficiaries The'parties do not intend to create; and nothing in this Agreement shall be construed to create any benefit or right.in!any third party. 22 Headings The headings:used'in this Agreement are for convenience only and are not intende&to'affect,the interpretation or construction of.any provisions herein. 23. Survival. All obligatiohs arising prior to the-expiration ortermination-of this`Agreement and all provisions of this.Agreernent,allocating liabilitybetween Cityyand Lessee;shall survive'the expirationor termination of this Agreement.. 24. Entire Agreement.. This'Agreement, including°all exhibits,-constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, order written, between the parties concerning the subject matter of this Agreement. 6 Tie-Down Lease.Agreement (819651.8) .tune20135� IN WITNESS WHEREOF, tfe partieshave executed this':Agreement as'bf the day and year first above written. CITY LESSEE City Manager Signature ATTEST. Printed.Name City Clerk Address APPROVED AS TO FORM: ,city State Zip City Attorney • APPROVED: • Department Director . APPROVED: c Airport Manager APPROVED: Risk Manager � APPROVED: Administrative.Services Direetor • 7 Tie-Down Lease Agreement (819651.8) June:.2013 3 1 • Please.flll m''missln• .Information f;elow or,revlse Inco'rrect'irifotinationfor ourprecord's:;,. EXHIBIT A TO TIE-DAWN LEASE AGREEMENT. PETALUMA AIRPORT RENTER FACT SHEET NAME AIRMAN'S CERTIFICATE.NO. RESIDENCE-ADDRESS CITY & ZIP - PHONE & EMAIL NAME OF EMPLOYER BUSINESS ADDRESS CITY & ZIP PHONE & EMAIL DRIVERS LICENSE NUMBER • LEGAL OWNER OF AIRPLANE U; ' ADDRESS CITY &ZIP MAKE - MODEL YEAR COLOR REGISTRATION NUMBER 8 Tie-Down Lease Agreement (819651.8) June 201 EXHIBIT B. TO TIE=D.OWN LEASE AGREEMENT MINIMUM INSURANCE REQUIREMENTS FOR AIRPORT LESSEE Lessee•shall not take possession under this Agreement until Lessee shall have obtained all insurance required under this Exhibit and such insurance shall'have been approved by the City's Risk`Manager as to carrier and sufficiency; nor shall Lessee,allow any •subcontractor,;unless Lessee has obtained prior written City approval for subcontractor, to commence work on or within the leased premises,until all similar insurance required of the Lessee and/or subcontractor shall have been so obtained and:approved. All requirements herein,provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. Lessee shall procure and maintain for the duration of the Agreement aiknecessary insurance against claims'for injuries to persons or damages to property:which may^drisetfrom or in connection with the Agreement. • A. Minimum:Scope of insurance Coverage shall be atleast:gs broad as: 1. Aircraft Liability. Insurance Coverage. 2. Such other insurance coverages and limits ass-may be required by the City of Petaluma. B. Minimum Limits'of'Insurance Lessee shall maintain limits no less than: 1. Aircraft Liability:,$1,000,000 per occurrence forbodily injury; personal injury and property, damage.Lessee shall procure and maintain°for the duration of this Agreement, insurance against claims for injuries to;persons or damage to property,which may:arise from or in;connection with Lessee's operation and use of the leased premises: The cost of such insurance shall be borne by Lessee. 2. Such other insurance coverages and limits as may be required by the City of Petaluma. C. Deductibles and;$elf:lnsured'Retentions Any deductibles orrself insurediretentionsmust be declared to and approved by the City of Petaluma. At the;option of the City of Petaluma„either: the insurer shall reduce or eliminate such deductibles or self-insured retentions.as respects the•City of Petaluma, its • officers, officials;>employees; and volunteers; or the;:Lessee•shall procure a bond guaranteeig"payment of losses and related investigations,.claim administration and defense ex'penses...,. D. Other rInsurance*.rovisions The required aircraft liability and other applicable insurance policies are to contain, or be endorsed to.cohtainjthe following provisions: 1- The City of Petaluma, its officers, officials, employees; agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by oren`behalf of the Lessee; products and completed operations of the Lessee; premises owned, occupied or used by the Lessee. The coverage shall contain no special limitations on the scope of protection,afforded-to the City of Petaluma and'its officers, officials; employees, agents or volunteers. 2. For any claims related'to this Agreement, the Lessee's insurance coverage•shall be primary insurance as respects the.City of Petalumaits officers, officials; employees, agents and+volunteers. Any insurance or self-insurance maintained 9 .Tie-Down Lease Agreemen (819651.8) June 201r0 by the City of Petaluma, and/or its'offcers,,officials, employees,agents or volunteers shalIibe excess ofthe Lessee's insurance-and'shall not-contribute with it. 3. Any failure to comply with'reporting or other provisions of the policies including breaches of warranties=shall not affecfcoverage provided:'to the City of Petaluma, and ifs officers, officials, employees, agents or volunteers. 4. The Lessee's insurance shall apply separately to each insured,against whom claim is made orsuit is brought except, with respect to the limits of the insurer's liability: 5. Each insurance policy required by this clause shall be endorsed,to state that coverage shall not suspended,.voided, canceled by either party, reduced in coverage or in,limits except after thirty (30) days' prior written notice by mail has been given to the:City of Petaluma. • E. Acceptability of Insurers. Insurance is to be placed with insurers with a current Apt. Best's rating of no less than A- VII. • F. Verification of Coverage Lessee shall furnish the City"ofYetaluma vvitt,original.en'dorsements effecting coverage required by this clause. The endorsements are to)be signed by a person aothonzed by that insurer to bind coverage o-Tits behalf. All endorsements are to be received and approved by the City of Petaluma before the Agreement commences.The Lessee's insurer may provide complete, certified copies of all-required insurance policies, including endorsementsaffecting;the;coverage required by,the City of Petaluma. INSURANCE`REMINDER` THE CITY OF PETALUMA'._S2INSURANCEDOES NOT COVER ANY OF LESSEES eoPERSONAL<PROPERTY, INCLUDING"AIRCRAFT • • l0 Tie-Down Lease Agreement +� 1819651.81 June 20130T EXHIBIT .0 TO TIE-DOWN LEASE AGREEMENT TIE-DOWN LOCATION AND LEASE PAYMENT LESSEE NAME. SPACE NUMBER _ RENTAL FEE S. PER:MONTH , • 819651.7 11 Tie-Down Lease.Agreement (819651.8) June 2018