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HomeMy WebLinkAboutResolution 2014-024 N.C.S. 2/24/2014 Resolution No. 2014-024 N.C.S. of the City of Petaluma, California 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. 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 form agreement for same as contained in Exhibits A, B, and C, herein. Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as o Council of the City of Petaluma-at a Regular meeting on the24's•day of February, 2014,by the following vote: A S City Attorney AYES: Albertson,Barrett, Mayor Glass, Harris. Healy, Vice Mayor Kearney,Miller NOES: None ABSENT: None ABSTAIN: aa ATTEST: ({ a, , City Clerk Mayor Resolution No. 2014-024 N.C.S. Page I Exhibit A to Resolution HANGAR LEASE AGREEMENT This Hangar 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 ; 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 the storage of one or more of Lessee's aircraft; and WHEREAS, Section 46 of Article VII of the Petaluma City Charter provides, in pertinent part, that no City action providing for the sale or lease of real property may be taken except by ordinance or pursuant to a general law of the State; and WHEREAS, pursuant to Section 46 of Article VII of the Petaluma City Charter, the City Council of the City of Petaluma on May 7, 2007, adoptedOrdinance 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 arrangements and other specialized uses of the Petaluma Municipal Airport all by resolution; and authorizing execution of leases on approved form lease documents by the City Manager on behalf of the 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 April 2007 and attached to and made a part of said Resolution, and authorizing execution of 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 dated for reference April 2007 and within the authority granted by the Petaluma City Council by Resolution No. 2007-068 N.C.S. NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement, the parties hereby agree as follows: Resolution No.2014-024 N.C.S. Page 2 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. 2. Lease of Premises. City leases to Lessee and Lessee leases from City, in accordance with the terms of this Agreement, 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 in provision 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 of Premises form prepared by City. The revised Exhibit C and Substitution of Premises form, when executed by City and Lessee, shall be attached to this Agreement and shall constitute an amendment to this Agreement. 3. Multi-Party Leases. All registered owners of aircraft stored in the Premises must be named as Lessees and execute this Agreement. Each individual Lessee shall be jointly and severally liable for all obligations of Lessee under this Agreement, including without limitation the obligation to pay the full 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. Lease Payments. Lease payments shall be the sum specified in Exhibit C per month, payable in advance on the first day of each and every month this Agreement remains in effect. Lessee shall pay the first month's Lease Payment to City upon execution of this Agreement. Lease Payments shall be made payable to the 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 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 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 delinquent Lease Payments, including all liquidated damages, are not brought current within thirty (30) 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 a collection agency, commence a small claims or other action to Resolution No. 2014-024 N.C.S. Page 3 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 the cost of staff time, 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 with City 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 Agreement in the 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 same condition as at the beginning of the Agreement term, normal wear and tear excepted, City may deduct any and all repair costs, including, but not limited to, staff time or administration costs, from the security deposit. The City shall not be required to consider the security deposit as payment of first and last month's rent, but City may at its 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 balance remaining after all repair costs and/or other deductions permitted under this Agreement shall be refunded to Lessee following the expiration or termination of this Agreement. No interest will be payable on the security deposit. 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 promptly remit to the City the repair costs and/or Lease Payments in excess of the security deposit upon receipt of the City's invoice for such costs and/or payments. 7. Permitted Use. Permitted use 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 in Exhibit 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 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 this Agreement subject to termination for cause in accordance with provision 8(b). Lessee may display for-sale signs on the Premises for the sale of Lessee's aircraft stored in the Premises in accordance with this Agreement, and such display shall be a permitted use, so long as such display is in accordance with all Resolution No.2014-024 N.C.S. Page 4 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 by either party by giving the other party thirty (30) days' 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 94953 and to Lessee at the address on Exhibit A. In the event of 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 termination effective date, and any remaining security deposit balance, less any applicable deductions pursuant 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, provided that 30 days' written notice is given as required by this subparagraph, and any remaining security deposit balance, less any 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 to comply with any of the terms of this Agreement, in accordance with applicable law. 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 with this 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 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, Sublicensinq or Delegation. Lessee may not assign or sublease Lessee's rights under this Agreement or delegate any of Lessee's obligations under this Agreement without the prior 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). 10. Alteration of Premises. Lessee may not make any alterations, install any fixtures, 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 commencing work on any alterations authorized by the City pursuant to this provision. Any City-authorized alterations, fixtures, additions or Resolution No. 2014-024 N.C.S. Page 5 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 condition prior to the commencement of the Lease term and the unauthorized alterations, normal wear and tear excepted. If the City directs the Lessee to remove unauthorized alterations and/or to restore the Premises pursuant to this provision, and Lessee tails to do so within any reasonable 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 deposit 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 provision as a material breach of this Agreement subject to termination for cause in accordance with provision 8(b). 11. Aircraft Maintenance. Maintenance of the aircraft described in Exhibit A by Lessee, or employees or contractors of Lessee possessing an A & P license, and/or by FAA-certified persons or entities employed by or affiliated with Airport on-site contractors, shops or facilities shall be a permitted use for purposes of provision 7 of this Agreement, so long as all such maintenance (except for normal pre-flight maintenance, including preventive maintenance as defined in Part 43 and elsewhere in the Federal Aviation Regulations), occurs 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 else 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 so is not a permitted use under this Agreement. 12. Right of Entry. To the maximum extent provided by law, City shall have the right to enter the Premises, including the hangar on the Premises, at all 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 to be present during inspections. Lessee shall provide City with a key to all Lessee-furnished locks securing the hangar on Resolution No. 2014-024 N.C.S. Page 6 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 to other remedies of the City for use of a lock for which the City does 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 lock removal not paid by the Lessee from the security deposit or other funds payable to the Lessee pursuant to this Agreement. 13. Permanent Removal of Aircraft. 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 of such notice, in the absence of notice of Lessee's intent to add a new aircraft to Exhibit A, and storesuch aircraft in the hangar on the Premises, City may terminate this Agreement in accordance with provision 8(b). Lessee may not store any aircraft not listed in Exhibit A on the Premises. Prior 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, and evidence 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. 14. Possession of Aircraft. Lessee covenants and agrees that Lessee will maintain possession and control of the aircraft specified in Exhibit A in accordance with the terms of this Agreement while such aircraft 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. 15. 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 to this Agreement. 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 8(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 Resolution No.2014-024 N.C:S. Page 7 and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with the operation of the aircraft specified in Exhibit A, Lessee's use of the Premises (including the hangar on the Premises), and/or the Airport, and/or Lessee's failure to comply with any of its obligations contained in this Agreement. Notwithstanding the foregoing, to the extent that this Agreement is a "construction contract" within the definition of Civil Code Section 2783, as may be amended from time to time, such indemnity shall not include Liability for the active negligence of City. 17. Insurance. Lessee shall procure and maintain in effect for the duration of this Lease 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 that Lessee must maintain pursuant to this Agreement, as well as required endorsements and other requirements. Insurance required pursuant to this provision and Exhibit B may be modified in the sole discretion of the City's Risk Manager or City Manager. Any such approved insurance modifications will be by written amendment to this Agreement in accordance with provision 19. City may treat 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 8(b). 18. Statutory Notice Possessory Interest Tax. Lessee is advised that under 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 created and is subject to property taxation, Lessee shall be solely responsible for the payment of said property taxes levied on any such interest. 19. Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of each party. 20. Construction. The parties agree that, notwithstanding Civil Code section 1654, any uncertainty in the Agreement shall not be construed against the drafter of the Agreement. 21. 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 arising from or brought in connection with this Agreement shall be venued in a court of competent jurisdiction in the County of Sonoma, State of California. Resolution No. 2014-024 N.C.S. Paee 8 22. Non-Waiver. The failure to enforce any provision of this Agreement or the waiverthereof 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. 23. Severability. If any term or 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. 24. 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. 25. Headings. The headings used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of any provisions herein. 26. Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Lessee shall survive the expiration or termination of this Agreement. 27. Entire Agreement. This Agreement, including all exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, oral or written, between the parties concerning the subject matter of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY LESSEE City Manager Signature ATTEST: Printed Name City Clerk Address City State Zip APPROVED AS TO FORM: [ADD SIGNATURES AND INFORMATION FOR ADDITIONAL LESSEES, AS NECESSARY] City Attorney Signature APPROVED Resolution No. 2014-024 N.C.S. Page 9 Printed Name Department Director Address APPROVED: City State Zip Airport Manager APPROVED: Risk Manager APPROVED: Finance Director file name: Hangar Lease Agreement (iManage#819650v6) June 2013 Resolution No.2014-024 N.C.S. Page 10 Please fill`in r iissingtinforrriation.beiow or revise incorrect inf rmatiion for:aur"records:. EXHIBIT A TO HANGAR LEASE AGREEMENT PETALUMA AIRPORT RENTER FACT SHEET NAME RESIDENCE ADDRESS CITY & ZIP PHONE & EMAIL NAME OF EMPLOYER BUSINESS ADDRESS CITY & ZIP PHONE & EMAIL DRIVERS LICENSE NUMBER LEGAL OWNER OF AIRPLANE ADDRESS CITY & ZIP MAKE MODEL YEAR COLOR REGISTRATION NUMBER INSURANCE COMPANY PHONE # E-MAIL Resolution No. 2014-024 N.C.S. Page II EXHIBIT B TO HANGAR 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 all necessary insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Agreement. A. Minimum Scope of Insurance Coverage shall be at least as 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 Lessee shall maintain limits no less than: 1. Aircraft Liability: $1,000,000 per occurrence for bodily 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 Self-Insured Retentions Any deductibles or self-insured retentions must 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 guaranteeing payment of losses and related investigations, claim administration and defense expenses. 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 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 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 by the City of Petaluma, and/or its officers, officials, employees, agents or Resolution No. 2014-024 N.C.S. Page 12 volunteers shall be excess of the 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 affect coverage provided to the City of Petaluma, and its officers, officials, employees, agents or volunteers. 4. The Lessee's insurance shall 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 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 A.M. Best's rating of no less than A- VII. F. Verification of Coverage Lessee shall furnish the City of Petaluma with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its 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 endorsements affecting the coverage required by the City of Petaluma. INSURANCE REMINDER THE CITY OF PETALUMA'S INSURANCE DOES NOT COVER ANY OF LESSEE'S PERSONAL PROPERTY, INCLUDING AIRCRAFT Resolution No. 2014-024 N.C.S. Page 13 EXHIBIT C TO HANGAR LEASE AGREEMENT HANGER LOCATION AND LEASE PAYMENT LESSEE NAME[S] SPACE NUMBER RENTAL FEE $ PER MONTH 819650.6 Resolution No. 2014-024 N.C.S. Page 14 Exhibit B to Resolution STORAGE UNIT LEASE AGREEMENT This Standard Storage 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 maintains certain storage units for aircraft and/or aviation- related storage at the Petaluma Municipal Airport ("Airport"); and WHEREAS, Lessee desires to use one of those storage units for aircraft and/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 for the sale or lease of real property may be taken except by ordinance or pursuant to a general law of the State; and WHEREAS, pursuant to Section 46 of Article VII of the Petaluma City 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 arrangements and other specialized uses of the Petaluma Municipal Airport all by resolution; and authorizing execution of leases on approved form lease documents by the City Manager on behalf of the 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 April 2007 and attached to and made a part of said Resolution, and authorizing execution of leases on such approved form lease documents by the City Manager on behalf of the City; and WHEREAS, this Agreement is consistent with form lease documents dated for reference February 2008 and approved by the 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 a part of said resolution. NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement, the parties hereby agree as follows: Resolution No. 2014-024 N.C.S. Page 15 1. Lease of Premises. City leases fo Lessee and Lessee leases from 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 Agreement. 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 month-to-month basis, commencing on , 20 3. Lease Payments. Lease payments shall be Dollars ($ ) per month, payable in advance on the first day of each and every month this Agreement remains in effect. Lessee shall pay the first month's Lease Payment to City upon execution of this Agreement. Lease Payments shall be made payable to the 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 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 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 delinquent Lease Payments, including all liquidated damages, are not brought current within thirty (30) 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 a collection agency, commence a small claims or other action to recover delinquent Lease Payments, deduct unpaid Lease Payments from the Security Deposit in accordance with provision 4 below and/or terminate this Agreement for cause in 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 the cost of staff time, will be added to the Lease Payment then due and recoverable by City as liquidated damages. 4. Security Deposit. Lessee shall post a security deposit with City 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 Agreement in the 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 same condition as at the Resolution No. 2014-024 N.C.S. Page 16 beginning of the Agreement term, normal wear and tear excepted, City may deduct any and all repair costs, including, but not limited to, staff time or administration costs, from the security deposit. The City shall not be required to consider the security deposit as payment of first and last month's rent, but City may at its 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 balance remaining after all repair costs and/or other deductions permitted under this Agreement shall be refunded to Lessee following the expiration or termination of this Agreement. No interest will be payable on the security deposit. 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 promptly remit to the City the repair costs and/or Lease Payments in excess of the security deposit upon receipt of the City's invoice for such costs and/or payments. 5. Permitted Use. Permitted use of the Premises pursuant to this Agreement is limited to storage of aircraft and/or aviation-related items. 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 Lessee's permitted use, or storage of aircraft and/or 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 application of corrosion safeguards that qualify as preventive maintenance under applicable federal aviation regulations are permitted uses under this Agreement. The City may treat any use of the Premises by Lessee that is not a permitted use as a material breach of this Agreement subject to termination for cause in accordance with provision 6(b). Lessee may display for-sale signs on the Premises for the sale of Lessee's aircraft and/or aviation- related items stored in the Premises in accordance 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. 6. Termination. This Agreement may be terminated as follows: a. For convenience by either party by giving the other party thirty (30) days' 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 94953 and to Lessee at . in the event of 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 termination effective date, and any remaining security Resolution No. 2014-024 N.C.S. Page 17 deposit balance, less any applicable deductions pursuant 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, provided that 30 days' written notice is given as required by this subparagraph, and any remaining security deposit balance, less any 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 to comply with any of the terms of this Agreement, in accordance with applicable law. 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 with this 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 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. 7. Assignment, Sublicensing orDelegation. Lessee may not assign or sublease Lessee's rights under this Agreement or delegate any of Lessee's obligations under this Agreement without the prior 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 6(b). 8. Alteration of Premises. Lessee may not make any alterations, install any fixtures, 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 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's sole expense, any unauthorized alterations, fixtures, additions or improvements, and/or require the Lessee to restore the Premises to its condition prior to the commencement of the Lease term and the unauthorized alterations, normal wear and tear excepted. If the City directs the Lessee to remove unauthorized alterations and/or to restore the Premises pursuant to this provision, and Lessee fails to do so within any reasonable period established by the City for such removal and/or restoration, the City may remove such alterations and/or restore the Resolution No.2014-024 N.C.S. Page 18 Premises or have such alterations removed and the Premises restored, and deduct the cost from the security deposit 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 provision 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 law, City shall have the right to enter the Premises, including the storage unit on the Premises, at all reasonable times, to inspect the Premises, including the storage unit 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 to be present during inspections. Lessee shall provide City with a key to all Lessee-furnished locks securing the storage unit 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 storage unit 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 6(b). In addition to other remedies of the City for use of a lock for which the City does 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 lock removal not paid by the Lessee from the security deposit or other funds payable to the Lessee 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 to this Agreement. 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 fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Lessee's use of the Premises and/or the Airport, and/or Lessee's failure to comply with any of its obligations contained in this Agreement. Notwithstanding the foregoing, to the extent that this Agreement is a "construction contract" within the definition of Civil Code Section 2783, as may be amended from time to time, such indemnity shall not include Liability for the active negligence of City. Resolution No.2014-024 N.C.S. Page 19 13. Insurance. Lessee shall procure and maintain in effect for the duration of this Lease 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 that Lessee must maintain pursuant to this Agreement, as well as required endorsements and other requirements. Insurance required pursuant to this provision and Exhibit B may be modified in the sole discretion of the City's Risk Manager or City Manager. Any such approved insurance modifications will be by written amendment to this Agreement in accordance with provision 15. City may treat 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 Interest Tax. Lessee is advised that under 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 created and is subject to property taxation, Lessee shall be solely responsible for the payment of said property taxes levied on any such interest. 15. Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of each party. 16. Construction. This Agreement is the product of negotiation and compromise on the part of both parties and the parties agree that, notwithstanding Civil Code section 1654, any uncertainty in the Agreement shall not be construed against the drafter of the Agreement. 17 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 arising from or brought in connection with this Agreement with venue in a court of competent jurisdiction in the County of Sonoma, State of California. 18. Non-Waiver. The failure to enforce any provision 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. 19. Severability. If any term or 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. Resolution No. 2014-024 N.C.S. Page 20 20. 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. 21. Headings. The headings used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of any provisions herein. 22. Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Lessee shall survive the expiration or termination of this Agreement. 23. Entire Agreement. This Agreement, including all exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, oral or written, between the parties concerning the subject matter of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of 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 (Signatures continued on next page) APPROVED Department Director APPROVED: Airport Manager Resolution No. 2014-024 N.C.S. Page 21 APPROVED: Risk Manager APPROVED: Administrative Services Director file name: Storage Unit Lease Agreement June 2013 #1168343v5 Resolution No. 2014-024 N.C.S. Page 22 Please fill in.missin• information;below,or revise incorrect formation,forourrecords, EXHIBIT A TO STANDARD STORAGE UNIT 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 ADDRESS CITY & ZIP MAKE MODEL YEAR COLOR REGISTRATION NUMBER (for airport to fill in below) SPACE NUMBER RENTAL FEE Resolution No.2014-024 N.C.S. Page 23 EXHIBIT B TO AIRPORT STORAGE UNIT 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 all necessary insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Agreement. A. Minimum Scope of Insurance Coverage shall be at least as 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 Lessee shall maintain limits no less than: 1. Aircraft Liability: $1,000,000 per occurrence for bodily 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 Self-Insured Retentions Any deductibles or self-insured retentions must 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 guaranteeing payment of losses and related investigations, claim administration and defense expenses. 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 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 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 by the City of Petaluma, and/or its officers, officials, employees, agents or Resolution No. 2014-024 N.C.S. Page 24 volunteers shall be excess of the 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 affect coverage provided to the City of Petaluma, and its officers, officials, employees, agents or volunteers. 4. The Lessee's insurance shall 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 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 A.M. Best's rating of no less than A- VII. F. Verification of Coverage Lessee shall furnish the City of Petaluma with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its 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 endorsements affecting the coverage required by the City of Petaluma. INSURANCE REMINDER THE CITY OF PETALUMA'S INSURANCE DOES NOT COVER ANY OF LESSEE'S PERSONAL PROPERTY, INCLUDING.AIRCRAFT 1168343.5 Resolution No. 2014-024 N.C.S. Page 25 Exhibit C to Resolution TIE-DOWN LEASE AGREEMENT This Tie-Down 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 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 for the sale or lease of real property may be taken except by ordinance or pursuant to a general law of the State; and WHEREAS, pursuant to Section 46 of Article VII of the Petaluma City 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 arrangements and other specialized uses of the Petaluma Municipal Airport all by resolution; and authorizing execution of leases on approved form lease documents by the City Manager on behalf of the 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 April 2007 and attached to and made a part of said Resolution, and authorizing execution of 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 authority granted by the Petaluma City Council by Resolution No. 2007-068 N.C.S. NOW,THEREFORE,in consideration of the promises and mutual covenants contained in this Agreement, the parties hereby agree 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. Resolution No. 2014-024 N.C.S. Page 25 2. Lease of Premises. City leases to Lessee and Lessee leases from City, in accordance with the terms of this Agreement, the 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 prepared by City. The revised Exhibit C and Substitution of Premises form, when executed by City and Lessee, shall be attached to this Agreement and shall constitute an amendment to this Agreement. 3. Term. The term of this Agreement shall be on a month-to-month basis, commencing on , 20 4. Lease Payments. Lease payments shall be the sum specified in Exhibit C per month, payable in advance on the first day of each and every month this Agreement remains in effect. Lessee shall pay the first month's Lease Payment to City upon execution of this Agreement. Lease Payments shall be made payable to the 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 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 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 delinquent Lease Payments, including all liquidated damages, are not brought current within thirty (30) 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 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 recover delinquent 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 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 Resolution No.2014-024 N.C.S. Page 26 listed in Exhibit 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 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 anyuse of the Premises by Lessee that is not a permitted use as a material breach of this Agreement subject to termination for cause in accordance with provision 6(b). Lessee may display for-sale signs on the Premises for the sale of Lessee's aircraft stored in the Premises in accordance 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. 6. Termination. This Agreement may be terminated as follows: a. For convenience by either party by giving the other 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 be sent to City at City Hall, City of Petaluma, Office of the City Manager, Post Office Box 61, Petaluma, California 94953 and to Lessee at the address provided in Exhibit A. In the event of 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 termination effective date. 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, provided that 30 days' written notice of termination has been provided in accordance with this subparagraph. b. For cause by either 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 accordance with applicable law. 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 with this 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 will remain responsible for Lease Payments due or accrued prior to the termination date. 7. Assignment, Sublicensinq or Delegation. Lessee may not assign or sublease Lessee's rights under this Agreement or delegate any of Lessee's obligations under this Agreement without the prior written consent of City, and any purported assignment, sublease, or delegation without prior written City consent will be void. City may treat any Resolution No. 2014-024 N.C.S. Page 27 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 alterations to 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 aircraft described in Exhibit A by Lessee, or employees or contractors of Lessee possessing an A & P license and/or by FAA-certified persons or entities employed by or affiliated with Airport 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, including preventive maintenance as defined in Part 43 and elsewhere in the Federal Aviation Regulations), occurs only at the tie-down 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 else 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 so is not a permitted use under this Agreement. 10. Permanent Removal of Aircraft. 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 of such notice, in the absence of notice of Lessee's intent to add a new aircraft to Exhibit A, and store such aircraft on the Premises, City may terminate this Agreement in accordance with provision 6(b). Lessee may not store any aircraft not listed in Exhibit A on the Premises. Prior 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, and evidence 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. 11. Possession of Aircraft. Lessee covenants and agrees that Lessee will maintain possession and control of the aircraft specified in Exhibit A in accordance with the terms of this Agreement while such aircraft 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 Resolution No. 2014-024 N.C.S. Page 28 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. 12. 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 to this Agreement. 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 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 fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with the operation of the aircraft specified in Exhibit A, Lessee's use of tie- down and the Premises and/or the Airport, and/or Lessee's failure to comply with any of its obligations contained in this Agreement. Notwithstanding the foregoing, to the extent that this Agreement is a "construction contract" within the definition of Civil Code Section 2783, as may be amended from time to time, such indemnity shall not include Liability for the active negligence of City. 14. Insurance. Lessee shall procure and 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 that Lessee must maintain pursuant to this Agreement, as well as required endorsements and other requirements. Insurance required pursuant to this provision and Exhibit B may be modified in the sole discretion of the City's Risk Manager or City Manager. Any such approved insurance modifications will be by written amendment to this Agreement in accordance with provision 16. City may treat 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). 15. Statutory Notice Possessory Interest Tax. Lessee is advised that under 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 created and is subject to property taxation, Lessee shall be solely responsible for the payment of said property taxes levied on any such interest. Resolution No.2014-024 N.C.S. Page 29 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 uncertainty in the Agreement shall not be construed against the 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 arising from or brought in connection with this Agreement shall be venued in a court of competent jurisdiction in the County of Sonoma, State of California. 19 Non-Waiver. The failure to enforce any provision 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 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. 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 intended to affect the interpretation or construction of any provisions herein. 23. Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Lessee shall survive the expiration or 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, oral or written, between the parties concerning the subject matter of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY LESSEE City Manager Signature Resolution No. 2014-024 N.C.S. Page 30 ATTEST: Printed Name City Clerk Address APPROVED AS TO FORM: City State Zip City Attorney APPROVED: Department Director APPROVED: Airport Manager APPROVED: Risk Manager APPROVED: Administrative Services Director Tie-Down Lease Agreement (819651.8) June 2013 Resolution No. 2014-024 N.C.S. Page 31 .x.„,•::Pleasefill.in;rnissin•'information.below•or reviseincorrect information forouf'r@COrtl S:;` "`•'+ EXHIBIT A TO TIE-DOWN 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 ADDRESS CITY & ZIP MAKE MODEL YEAR COLOR REGISTRATION NUMBER Resolution No. 2014-024 N.C.S. Page 32 EXHIBIT B TO TIE-DOWN 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 all necessary insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Agreement. A. Minimum Scope of Insurance Coverage shall be at least as 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 Lessee shall maintain limits no less than: 1. Aircraft Liability: $1,000,000 per occurrence for bodily 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 Self-Insured Retentions Any deductibles or self-insured retentions must 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 guaranteeing payment of losses and related investigations, claim administration and defense expenses. 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 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 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 by the City of Petaluma, and/or its officers, officials, employees, agents or Resolution No.2014-024 N.C.S. Page 33 volunteers shall be excess of the 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 affect coverage provided to the City of Petaluma, and its officers, officials, employees, agents or volunteers. 4. The Lessee's insurance shall 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 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 A.M. Best's rating of no less than A- VII. F. Verification of Coverage Lessee shall furnish the City of Petaluma with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its 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 endorsements affecting the coverage required by the City of Petaluma. INSURANCE REMINDER THE CITY OF PETALUMA'S INSURANCE DOES NOT COVER ANY OF LESSEE'S PERSONAL PROPERTY, INCLUDING AIRCRAFT Resolution No. 2014-024 N.C.S. Page 34 EXHIBIT C TO TIE-DOWN LEASE AGREEMENT TIE-DOWN LOCATION AND LEASE PAYMENT LESSEE NAME SPACE NUMBER RENTAL FEE $ PER MONTH 819651.7 Resolution No. 2014-024 N.C.S. Page 35