Loading...
HomeMy WebLinkAboutResolutions 84-189 N.C.S. 07/16/1984i - r JU~161984,~1 R~SOIUtIOrl N~. 84-189N. ~. S. of the .City of Petaluma, California RESOLUTION AUT:H~gRIZING THE.. MAYOR OR CITY MAPIAGER TU 'ENTER INTO AND EXECUTE` AN INTERIM LEASE AND INTERIM .OPERATION AGREEMENT WITH PETALUMA AVTATIDN, INC., • BE IT RESOLVED that the Mayor or City. Manager is hereby authorized to enter into and execute an interim lease and interim operation agreement with Petaluma Aviation, Inc. , for Fixed Base Operation Services (continuation of existing services) for the Petaluma Municipal Airport . Under the power: and authority conferred upon this Council by the Charter of said City. I hereby certify the foregoing Resolution was. introduced and adopted by the Approverd~a rto :.•-'"' i' ~,r~ Council of the City of Petaluma at a (Regular) ~~~19~1~9~)/4~J~~c3~i meeting ~'' ~'' 16th Jul - 84.. `~J on the .......................... day of ----•--........Y.:................_...........,._.....__.., 19.... , by the following vote: -_J,_ .---_ ~.• yCity Attorney AYES: Ferry/Battaglia/Harberson/Cavanagh/Balshaw/V.M. B.ond?Mayor Mattei • ~,~ NOES: Non e ,/) ABSENT: N ne ~, ATTEST : ...... .... ....._...............-..-._..............-----.........._....-.-._..._........_........ City Clerk Mayor Coun©I File.-.g~._.1.8-g.----~-. C . ~• . FormCA 2 7/Sl Res. No ...........................•---.. PNELIMINABY ,.. JUL 16 1984 2 1, P~~~~ TABLE: OF' CONTENTS Art i c I e I -Term. .. ... .. .. Artict e I I -Leased Premises. . .~ .~ .. .. . Article III -Rights and Ob1'igations of Lessee:. .; .. . A. Required- S ery i ces .: ., . B. Aufhorized' Services .... .- . C. Operating Standards . . D. Signs. ., .. ., .-. ~.. .~ . E. Non-Excl usive. R gfit' . .. Article IV - Appurtenant Privileges .- . A. Use of Airport Facilities.. .~ ... : .; B. Maintenance-of .AlrPort Facilities .. ... C. Aer i a I Approaches.. .... . .- . Articl e V -Leawhoa d lmproyements. :, .. ,. . Article V I -Payments . .. ., , .; . . ., . A. Rent and' Fees'.. .. .~ ., .. . B. Payments. .~ . .. . .,, . C. Parking Fees. ~.: . D. DeJ i nquency. Ch'arge.... , .. °E: PI ace of Payment. ~. .. . F. Renegotiation of 'Rent' .and Fees. G. Records . H. Annual Statement. a I . Disputes. .,. .. . Article VII - Util ides .. .. ... Article V i I I - Insurance. ... A. Requd red Insurance. . ~ .. B. Notice.. •. . . .. e. Article iX - Indemnification. :. .. . .: . Arti cl e X - 'Lessee as 1 ndependent Contractor., ... ,.. ,, Article X1 -Assignment and Subletting. .. .~, Arti ci e X l I- Non d i scr i m'i nation . Est t 1 2 2 3 4 6 6 7 7 7 7 7 7 7 9 9 10 10 10 11 1 1` 1T 1-2 12 l3 13 1.3 TABLE OF CONTENTS (~"Conti;nued) . ~~ Art ci a XI I I - Requ i rements of .the Un i fed States.: . 14 Article XI'V - Defau-It and Termination ., .. .~ 15 A'. Termination 6y ,Lessee ... .~ . .. , 15 B. Termination by Lessor 15 C. Exerei se. .. ;. .: 1.6 D. Removal of Property ,. ~. . , .. ~. 1b E. Causes of Breach;- Waiver. ., ., 16 Article XV - ArbltratYon. . . . 16 Article XVI - Mfisceilaneous Provisions. ... .: .: .. 17 A. Entire Agreement. . .: ... 17 B. Sever-ab i f i ty. .. : 17 C. Notice. ..... . 1'8 E.. Gov er n i"ng Law .. o. .; .. '. 18. T:. INTERIM.LEASE; AND OPERATING AGREEMENT This Lease and Operating Agreement (the."Agreement") made this day of `19_, by and: between the City of Petaluma, a pol i`tical sub- division of the-State of Cal.iforn'ia ("Lessor"), and'. Petaluma Aviation, Inc., a Cal ifornia Corporati,bn ('"Lessee!'). WITNESSETN WHEREAS, Lessor is in the :process of acquiring;the R.etaluma Sky Ranch Adrport (the "A~i rport") i n 'th.e County of 'Sonoma,. State of` California; WHEREAS,. fixed base operation sere-ices are essential to the proper accommoda- tion of general aviation at the AI'rport; and. WHEREAS, Lessor desires to make such services availab eat the Airport and Les- see 1 s q ua l- i f i ed, ready-,. w i I I' i ng, and eb l e to provide such serv°i ces. NOW, THEREFORE, i n consi'detati on ofi the prem;i ses and' the mutual cornenants con- ta ned i n this Agreement, the partieshereby agree as fol Low ARTICLE 'TERM nn // C~ - The term of this Agreement shall'"~be month to month, commencing upon close of _ escrow. ARTICLE II LEASED PREMISES Lessor hereby leases to~ Lessee, and Lessee. hereby leases from Lessor, th,e fol- Iowing pram ses, identified and shown on €xhib.it A hereto (the "Premises"),: together with the right of ingress and. egress for- both vehicles and' aircraft:, A. Real Property as fol Lows: ~' A parcea of land. appr.gximately 120 feet by 285 feet compris ng 34,200 square feet, more or i ess. B. Improvements, on said' real property, as foP I ows; Two attached' bui;idings, o,ne a,pproximatel~y 38 feet by 28 feet, the other approximately 20 feet by 32 feet comprising 1.,;704 square feet, more oc ess. C. Fuel Storage Area: A parcel of I;and approximately 55~ feet by 30 feet comprising 1 ,650 square feet, more or `I ess. One (1) four thousand -(4,000) gallon fuel tank. with pump: system. " For purposes- of this Agreement, the term '!Premt'ses" shal I• include I easehol d im- provements constructed by~ Lessee.. ART iCL E' I l i RIGHTS AND OBL fGAT10NS OF' LESSEE A. Rea,u i red Serv ices. Lessee i s fiereby granted the° non-exclusive privilege to engage i n, and Lessee. agrees to engage i n, the. 6u i Hess of provi d'i ng f`uT I and complete fixed base operation services at the Rirport, from sunrise to sunset, three hundred sixty-five (36.5') days per year, as fol-lows: . 1. Ramp service,.- Including into-plane,defi'w<ery of aircroft fuel, Iubr1- cants, and other re aced aviation products;- Ioadin,g.and unload:,i:ng ~of :passengers, baggage, mai l` aryd freight; and' providing-of •ramp equipment, ' airer-aft cleaning and other services. " 2. Apron serv cing o,f:, and assistance to, aircraft,, inca`udi~ng itiner-ant parking, storage and tie-down servace,"for.both based and tinerant aircraft upon or "within f`aci I t.i es I eased to Lessee or ai,rcraf^t parki ng .areas designated by Lessor. -2- 3. Customary accommodations for the conxenfence of ;users, including pilof Lounge area and informational services. 4. FI i ght training,. i ncl ud!i ng ,ground school ,. 5. Aircraft rentai. 6. Aircraft charter operafions, conducted by '.Lessee or a subcontractor.of Lessee. ?. Equipment and'trai'ned personnel to; remove disabled aircraft with a gross landing weight ofi~twelve thousand.fi-ve hundred (12,500) pounds or less from 'the Air Operations Area, and.Lessee 'shat I 'per:form such re- moval service on request. As u ed in thus Agreement, "Ai,r Operations Area" shall mean those portions of 'the A°i"rport provided and made avaii- able by Lessor for~;ai~rcraft and rebated operations, and shall include aircraft runways;: taxiways, ramps, aprons and'- par-.ki ng spaces, and areas d i rectiy assoc rated therew i th, which. are not' 'I eased by Lessee or' any other tenant on the ~Atrport. B. Authorized Services. ~ I n add i t i'on to the sew-i ae5 required fo be provided by Lessee pursuant to Paragraph A, above, Lessee is authorized, but not required, to provide the following services and:.toengage in the following activities: 1 .~ Repair and :maintenance of based and tr'ansi'ent ai rer. aft. Lessee agrees to employ a mi''n~imum of one FAA-certi~f ted mechan i a or repay rman, I i- cen`sed for~the type of repair work to be performed. Lessee acknowledges that no right or privll,ege ha's been granted whi,eh would operate to prevent any person, f i'rm, or- corporati on op:erati ng ai rcraft on -3- the A sport from per-f orm i ng service on 1'ts own a i rcr-`af t,. w th its own regu- Iar employees,: including maintenance and repa'ir• services.. 2. Safes of avionic and engine parts and instruments and accessories. 3. The sale of new and used aircraft. 4. Specs a I f I tgh't serv'i ces, i nc l u d'i ng aer i a l~ s,i,-gh#-seeing, aer s a l advertising and aerial photography. C. eratFng.Standards, In providing any of the required and/or~authori`zed services or act iw i t i es spec 1 f1 ed> i n tha s. Agreement, ,Lessee sh.a I I operate for the use 'and benef"it of the public and shat i meet or exceed th°:e fol- lowing. standards: 1. Lessee -shall furnish service on a fair; reasonab'Le,, and non-discrimi- natory basis to a I I u°ser s of the: A i r Por"t. L e see, sh ai 1 furnish good,. prompt, and efficient service adequate to meet a l reasonable demands for its services at'.the Airport. .Lessee shall. charge fair, reasonable, and -non-d i scr°i m~i natory prices for each un•i t of sa a or serv i ce;~ pr: a- v i deal,. however, thafi Lessee 'may • be a I I owed to make reasonab f e and non- d i scr i mi natory ~d f scou nts, • rebates, or other ~s I'm i l ar types of price re- ductions to-volume .purchasers.. ~, 2.• Lessee shall select and appoint afull-time manager of its operations at the Airport. Th`e manager shall be qua'Iified and experienced, and vested with fu.l I power and authority to act i n the name of Lessee with .. .respect to the method, manner, and conduct of the.operatJon of the fixed base serv`i ces to be provided, under th;i s Agreement. The :manager' sha;l I be ava~i lab l e at the Ai rport~ during regu l:ar, bus Hess hours an'd during the `ma"pager's .absence a du Iy' authorized su6ordi Hate 'shal I be i n charge and available at the Airport.. 3. -Lessee sh a I I prov i:de, at its so I e expense, a suf f i c,i ant number of am- p I ogees to provide effect ive I y and of f i c i ant I y the serv ices req u i~red~ or authorised in this Agreement. -4- 4.. Lessee shall control the conduct,~demeanor, .and. appearance of its em- pioyees, who shall be trained by~Lessee and who Shall.possess such technical qualifications and hold such certificates of qualificati~on,as may 6e requa red i n carry i`ng out ass,gned duties. it sha l I be the re- sponsi b i`I 1ty of Lessee, to mai nta'i n close superv i si:on over i.ts emP1 ogees to assure a high standard of service to customers of Lessee. 5. Lessee shall meet a l expenses and Payments in connection with the use of the Premi ses and the. rights and pr iv i l°eges~ herein granted, i ncl udi,ng taxes, permst fees, License fees, ~~and. assessments 'l'awfully Ievied~ or assessed upon the: Prem'i`ses or property at any- time s tuated therei n or thereon. Lessee may, however, at its sole expense and cost, contest any tax, fee, ;or assessment. 6. Lessee sh ail I comply with al I federal , ~ state, and I oca'I Laws, ru I es, and regul at'ions w,h i ch may apply to the conduct of the business contemp l at- ed, i nc;l, ud.i ng rules and r.egu l ati one promu,l.gated 6y .Lessor, and Lessee shall .keep in effect and post in a.prom`inent place a,ll necessary and/or required licenses or` permits. 7. Lessee shall be responsible for fhe maintenance and repair of the Prem- ises and sha l keep and`maantain the Premises in good condition, order and repair, and shall surrender ttie same upon the expiration of this Agreement, in the condition in which they are required to be kept, rea- sonable wear and tear and damage by the elements not caused by Lessee's negligence excepted. ' 8. Lesson does not warrant `the fitness of the .Pr:emrises :Let her.eun.der fbr the gurposes of Lessee, nor shall Lessor be requared'to modify, ..pre- send y ~or i n the ~ f uture, the Premises or .operation ;of Airport to ~ac- commodate said purposes. Lessee accepts the E'remises in its present condition ("as is") subject to and inclu:di'ng all- detects Latent and patent. ' -5- It i s express ly understood and agreed';that, i'n~ prov i d ng requ~i red and auth- or'tzed sere ices p`ursaant to th i s Agreement, Lessee shat I have the ri ght to choose,. i:n its sole discretion, its vendors and suppliers. D._ S19ns. During. the term of this Agreement, Lessee shall have the right, at' its expense, to place in or on the Premises:a sign or signs identifying. Lessee. Said s gn or signs shall be of~ a size, shape, anal design,. and at a location or location approved by Lessor .and i.n conformance with any over'- all directional graphics or s gn program established by Lessor. Lessor's approval shall not be withheld unreasonably. Notwithstanding any other provision of this Agreement, said sign(s) shat I rema rr the pr..operty~ of Lessee. Lessee shall remove, at its expense, aII; Ieatering, signs,. and placards so erected on the Premises at the exp,iratlon of the term'. of this Agreement. E. Non-Exc;lus.tve R19ht. It is. not the ;intent of this.Agreement to grant to Lessee the exclusive ri ghf to provide any or aJ l of~ the services descr i"bed I n this article ,at any time during` the term ~of this Agreement.. ~ Lessor r-e- serves the .right, at i`ts soi a d'i scret;i om, - to~ grant others certain rights and pr i v i I ages. upon the- A1`rport w h i:ch are i denta ca i n part or i n whole to those granted to, :Lessee. However,. Lessor does: coy.enant and agree that: 1 . It shall enforce al i minimum operating stan'dacds or requirements for all aeronautica'I endeavors anal activities conducted at the Adrport;. 2... Any other operator of aeronautical endeavors or activities will not be permitted `to. operate on the Air-port underrates, terms of condi~ti;;ons which are more f avorab.l a than those sef forth i n this Agreement,;- and ' 3. It will not perml t fihe conduct of ;any aeronaufi~cal endeavor or-- act iwi ty at the Airport except under an approved lease and operating agreement.. -6- - ARTICLE I V' APPURTENANT PRIVILEGES A. ~J`se of A i snort Fac i I i t i es... Lessee sha I I' b'e 'enti t1 ed, i n common w i th others so authorized, to the use of al I' #aci I it~i:es and improvements: of a publ is nature which now are or may hereafter be connected with or appurtenant to the Airport, incl'~u;ding the use of landing, areas, runways, taxiways, naviga- tional .aids, and aircraft 'parking areas :des^ignated by Lessor. B. Maintenance of Airport Faci1'ities. Lessor shafC maintain all public and common or,Joint use areas of the Airport,. includ ng the Air Operations Area, i n ,good repo i. r, -and sha l I make such- repairs,- replacements, or add i - tions therefio as, i'n ifs opinion, are. sego red. anal necessary for the- safe and efficient operation of the A 'sport'. C. Aeria'I Approaches: Lessor reserves the right to take any action tt const- ders necessary to protect the aeria'I approaches of the Ai°rporf against ob- struction, together with the right to prevent Lessee from erecting,. or per- mitting to be erected,. any building or other str:uctuce on or adJacent to the Airport which, i:n- the op I n i on of Lessor,, would I imi t the ~usef u l Hess of the Airport or constitute~a hazard to aircraft. ARTICLE V LEASEHOLD IMRROV:EMENTS Lessee shall not be required~to make any improvements to the Premises. Upon compiet'ion of construction of_ths> new airport, Lessor tnt.ends to raze or change the authorized' use of ex sting 1'mprovements on the Preen' ses. ART'I CL E V i PAYMENTS A, Rent and Fees. In consideration of the rights and privileges granted by this Agreement, Lessee agrees to pay to Lessor 'during the term of this Agreement the following: -7- 1. Rent. A rental of .$7,800 per annum for• the `Prem,isesa, 2. Fees-.. a. A sum of $0.00 per' ga P i'on on a I I, av tatd on f'ue f so I d by Lessee at . retai I., excepting federal (incl'ud'ing: mi'I nary), state,. and muniti- pal government contract and retail fuea and fuel used by Lessee in ' the operation of its business. Such fee shall be adJusted annually to reflect 4~ of the average r-etal 1~ fuel price for the previous year. b. A sum; equal to 0~ of the.adJusted.gross receipts from all business- es conducted and carried on by Lessee at the Airport. Ths term "adJ.usted gross ;recei'pts"' as used i;n. this Agreement shat I mean: the aggregate .amount of .all sales made, an:d services performed, for cash,, on credit or .otherw i e, of _ev:ery k`i nd_, name, and; nature. Ad- Dusted gross• revel pts steal I also i,;nci ude- the aggregate~val:ue of aI goods,.. wares, and..me~=chandise rece'ved for .property or sere ces,~ at the: se I ing pr, ice thereof, as if .the ame had been sold fore cash. There sh a l i. be exca u ded from adJusf.ed gross receipts (~i )' all f ue l • sales; (i i'). al I sales of new and. used, aircraft; (iii°) al I sa es to federal (incPuding'mislitory), state, and munic paf government enti- ties; C1'v) federal, state,. an,d municipal sales taxes, or 'other s'i- m l l ar taxes, .separately stated and co;l, l ecte'd from customer's; and (v> bad debts. B. payments. 1'.. The. rental payment specified i n Paragraph A.1 , above', sha'I I be pa,i d monthly i n~ advance ~i n the sum of $650.•00 per month.,, the; first payment to be made on or before the first day ~of the month, immediatei'y fof low- i ng ci ose of escrow:, and, a I i ke .'payment to be made on or before the first day of each month'. thereafter` during the term. ;of thi's Agreement. Rental Payment for a partial month sha:f.l be prorated. It is understood and agreed that fhe yenta I' payments- spec f i~ed i n Paragraph A.1 , above, -8- and in the preceding sentence,. may be adjusted Pursuant to Paragraph F, below, `and. that each such adjustment shal I resu: t i`n a proportional change in the annual and monthly rental payments. 2. The fees specified in Paragraph A.2, above,, shall be-paid to Lessor on or before the twentieth (:20th) day following the end of each month throughout the term of this Agreement, together w ith a report .of Les- seeos retail fuel sa;l;es and adju tad gross recei,.pts during the preced- ing month. It is understood and agreed that the fees specified in Par- agrapfi A.2, above, may be adjusted pursuant to Paragraph F, below., and that each such adjustment shall result F;n a proportional 'change :n the calcu ation of the monthly payments of fees. C, Parking Fees.... Lessee sh`aPl' col iect itinerant aarcraft park ng fees,. in ac- cordance with a schedule of parking fees established by Lessor, for alI aircraft parked i:n PubFlc parking areas adjacent to the Premises, elsewhere on the ramp or apron area adjacent fo the Premises or on such areas as may be designated. by Lessor from time-to time. .Fees so collected shall be re- ported and paid monthly to Lessor, Iess a 50~.handling charge to be r-e- tained by Lessee, ~at the same tt;me as the fees paid to Lessor pursuant to Paragraphs A.2 and 6.2, above. D. ~eI inauency CharPe. Adel i•nquency charge of 5~ peg- month shall be. added to payments required 'by Paragraphs A,. B, and C, above,. wh t ch ar-e rendered more than ten (10) days delinquent. E. P I ace of Payment. . A I I p'aymenfs 'due. Lessor from Lessee sh a i I 6e de i' i v eyed- to the.P.Iace'designated in writing by Lessor.. F. ere ot'tat:on_'of_.Rent` and_Fees, The rent and fees specified to Paragraphs A.1 end A.2, above, steal I be renegotiated' after six C6) months. The i n- creases or decreases in the rent and fees resu°Ifing from such renegotiation to be effect. ve as of the first day •of' the seventh month: -9- r, .. It is understood. and. agr-eed that nosuch increases ;shal I bs required if Lessee is prohibited by law or regulation from passing such aancrease on to its customers. G. Records'. Lessee sh'a I prov'1de: and maintain accurate records of retail fuel sales and adjusted gross receipts.der-ivied under this Agreement, and parking fees col l acted, #or a period of three (3) years frrim the date the record i s made. Such records shall be maintained according, -to generally accepted ac- counting principles: Lessor or its duly, authorized representatives.shall have the right at all reasonable times during, business hours to inspec the books, records,- and receipts of Lessee, and to'verlfy Lessees fuel sales and adjusted gross receipts, and parking. fees collected.... H. Annual. Statement.. Within sixty (60) days after the end of each calendar year, Lessee shall furnish: to Lessor a statement of fiuea sales and adjusted gross receipts generated,; and parking fees' col I';;ected, duc',i ng the preced~ ng calendar year, certified. by an' officer o,f Lessee' as to its correctness. Lessor reserves the right to audit said eta ement and Lessees books and records, in.cluding,examinetion of the general ledger and. all other support- i ng material , at any reaso'nab l e time- dur~i ng bus i; nee ~ .hours, for the. purpose of verifying -the reported fuel safes and adjusted gross receipts, and park- ang fees collected. If the audit establ i~shes that Lessee has un`d'erstated or overstated fuel sales or adjusted gross receipts, or' park`ing~ fees col f:ected, by 5~ or more,. the entire expense of. said audit shall be borne by Lessee. Any additional payment due from Lessee shall fo~thw°ith be paid to Lessor,, with interest th er'eon at 1 .5~ per month f r-om the ,date such amount 9r i g i nai' I y: became pay- able to Lessor. Any overpayment by Lessee steal I be credli tad ag.ai net f'ur- ther paymenfs due: ao Lessor. 'Ei ther party may refer the resu l is of the audit for resoFution "in accordance with Paragraph I, below. I. Dis utes. In `the event that any dispute may arise as to fuel- sales or ad- justed gross receipts; or landing. or parking fees collected, the amount claimed due b,y Lessor shall be paid forthw'fth and fhe d,i:spute shall be sub- mitted to a certified public accountant, agreeable to both parties, who -10- shal I determine the rights of the parties hereunder i'n' con#or-mitt' wi`th' gen-~ eraliy accepted accounting principles. The-fees due said accountant foc uch serv i"ce~ shal I be paid by the unsu,ccesst`u l~ party,. or i n~ the event the determinatto'n is partdally in favor of each party., the fee shall be:borne equally by the parties. ARTICLE VII .. UTILITIES Lessee sha I I have the r~i ghf to u.se the ut i I i ty sere i>ce f ac i I i t i es I ocated on the Prem i ses at the commencement of the term of this Agreement.. I n adds t`i on, shou I d Lessees s opereti'ons reg,u ire add ti`ona l ut i I i ty service fac i I i ti es, Les- see shall,. at its expense, extend such facilities to the Premises. Lessee agrees to pay the cost of all ,ut.i l i tires. I n the event Lessee fails to pay any ut i I i ty b i I I s when du,e, Lessor may-,, at its opta on, pay the same .and collect from Lessee. the amounts so disbursed, piu;s tnterest.at the rate of i.5~ per month or fraction thereof. ARTICLE VIII f NSfJRANCE A. Rewired Insurance. Lessee shall obtain and maintain continuousiy in ef- fect at a l I times during the term of this Agreement; at Lessee'o s sole ex- pease, the fof Iow~i'ng insurances 1. ~omRrehensiVe general IiabilYty; insur-ence:protecting Lessor aga nst any and all liability by reason. of Lessees conduct inci:dent~to the use of the Premises, or resulting from any accident occurring on or a~bout~the road's, drF:veways,; or other publ c p.laees, including runways and. taxi- ways, used by Lessee at the Ai.rpoFt, caused. by or' ari sing out of~ any w:congfu act or omission of Lessee, in the m°inimum amount of $1,000,;000; 2. Passenger I i~ab'i I i tx insurance . i n the °m i.n i mum amount of $100,000 per seat,- and $1,000,000 per occurrence; -11- -, 3. •Jianaar keeReroa I i abi I i'ty insurance i n they mi n imum '~--ount' of $1,.000,000. 4. 2roduct I i~ab°I I t'X insurance in,.the minl~mum amount of $1,000,000; 5. ~~oyer~s ltabifity insurance in the minimum. amount of $2,DOO,;000;.and 6. Fire and extended. coverage insurance on aa.1 fixed improvementserected by Lessee on or in the Premises to the full i'nsurabfe value thereof. 7. Workerso Com~sation l.nsurance.per 'state• statute.. The insurance spec:I f°i ed t.n #h i s Art i cl e, sha l I name Lessor as an ad'd i ti ona l Insured and shall app y as primary and not excess or~contributing to any insurance issued in the name of Lessor. Lessee shad l provide Lessor with a: certi f i:cate of insurance sfati ng that al I pol ici'es are i n effect at this' time and' w i l I not be canceled, t imi ted,. or a I 1 ow ed .to expi re w; i th,out renew a I unt i I after ,sixty (60`) days w r~i°tten; notice has been given. to ,Lessor via certified mail. B. Notice. Lessor .agrees to notify Lessee in writing as soon as practicable of any claim,. demand, or action arising out of an .occurrence; covered here- under of which Lessor ,has knowledge, and to cooperate with Lessee in the investigation and defense thereof. ARTICLE IX NDEMN LFi CAT`I ON To the extent not covered by insurance carried ih favor of Lessor, Lessee shal~- keep and hold harm~l ass Lessor from and agat nst~ any ertd a I cl a`ims, demands, suits, judgments, costs, ,and expenses asserted by any` person or Persons, in- cluding agents or employees of Lessor or Lessee,. by reason of death: or injury to persons or Ioss or damage to property, resulting from Lessees operations, ~. -1.2- ~. ~ ' or anything done or omitted by Lessee, under this.Agr-eement except to the ,ex- tent that such clams, demands, suits,, judgments,, costs,,, and expenses may be attributed to the acts or omiss'io'ns of Lessor or i`ts agents°or employees.. ARTICLE k • LESSEE AS LNDEPENDENT CONTRACTOR In conducting its business hereunder,. Lessee acts as•an independent contractor and not as an agent of Lessor. The selection,- r:ete.nta'on, assignment, direc- tion,. and payment of~Lessee~s employees shall be the sole responsibility of Lessee, and Lessor .shawl not attempt to exercise any control over the daily ,performance of duties by Lessees employees.,.. ARTICLE XI ASS; IGNMENT'"SAND" SUBLETTI NG• This Agreement, or any part °thereof, .may-.not bey ass;'gned, transfer-red; or subleased' by'~.Le see, by process or operati',on~ o:f' I''aw, or i n- any gth'er='manner° whatsoever, without°the~pri,or written consent`" o,f L.es`soc,: whFcli consenit shall not be. withheld unreasonab•Iy. Such ASsig,nee" or Sub.-,Lessee sh'al I carpl'y with: application procedures, and. be subject to~m•i'nimum standards established by Lessor. ARTICLE ;XLI, NOND°ISCR1`M'I"NAT'ION Notw i th stand;i ng any other oc• i peons i~stent prow i"s,i;on of th~i: s Agreement;: d;ur"i~n:g ; the performance of thus°.Agreemenf, Lessee; fbr •iftsel"f, its hel,.rs, ;per'sonal ~". representat ivies, successors i n" interest and ass,t,~gns, as.•part of the. cons'i de~a-• ti on for th~i s • Agreement,, does hereby covenant and. agree,. as a -covenant run`n i ng with the l an;d, th _at :. - . - " A. No person: on th`e: grounds of race,- col'or,,, rel. ig'1 on, sex, or- nati~ona I or i g i n shat I be exc n;ded. from participation in,. ~demie;d the benefits of', or other- w Lse be subjected to d;i scr i m i nati on i n. the use of the Premises:; -13'- B. I n the ~constructi'on of any improvements: on, over or 'under the Premises, and the: furnishing of services therein or~.thereon, no per soh, .on the .grounds of race, color, religion, sex, or- ~nat~ional :origin shall be excluded from par- t i ci pat'i,on. i n, den.i ed the. benefits ~of, or .otherw i e be sub j~ected to d i scr i- mination; ' C. Lessee shall :use the Pr,emises in compliance with all other requirements im- posed by or pursuant to T tle 49„ Code of"Federa;l Regulations, Department of Transportatlon, Subti`t e A,: Office of the Secretary, Part 21, Non- discriminat'i~on 'in Federaliy_Assiste;d Programs of the: Department of Trans- portat i on-Ef'f ectuat i on of Title V i of the ,Ci v i 1 'R'ights Act of 1.964, and as said regulations may be;amended.~ D. In the event o,f breach of any of the above nondiscrimination covenants, ' Lessor shall have the right to terminate this;Agreement and to reenter and . repossess the Premises.and, hold the same as i f sa.i d Agreement had never been made or issued, Thhs provision does; not become effect"ive until the procedures of 49 CFR Part 21 have been foi I~ow,ed and ~comp,l eted, i ncI ud'i ng exp i rati'on of appea r'i;;gh s.: ART ICL E Xl i.f . REQU I REMENTS OF THE UN`I TED STATES This Agreement shall be subject and subord'i~ate to th;e :provisions 9f any exis- ting or future agreement between Lessor and the United .States,, or any agency thereof, relative to the: operation or maintenance of the Airport, the execution o:f which has been. or~ may be req:u i red as a condi'ti~on~ .precedent to the expend i-: tune of Federal :or State funds for the devei.oPmen.t or operation of -the Airport; provided, however, tha_t~Lessor shall, to the extent permitted by Iaw, use its best ef'f'orts to cause any such agreements to 1 ncl~ude :provisions protecting and. - preserving the rights of Lessee in and to the Pr.em'ises and to compensation for the taking thereof, interference therewith, "and damage thereto, caused by such agreement or by actions of Lessor, the Un i fed States., or the State of Cali for- nia pursuant thereto.: -14- ARTICLE X,I'V DEFAULT AND TERMINATION - A.. Termination-by Lessee. This Agreement shall be subject to termination' by: Lessee i n the event of any one or more of. the fol I ow i ng eventsr 1 . The abandonment of the Airport as an ai r-port' or a1 rf iel d for a rcraft. 2. The defau I t b:y Lessor i n the performance. of any of the: terms:, cove- Hants,. or cond Lions of this Agreement, and the failure of .Lessor to remedy, or undertake to remedy, to Leessee'~s satisfaction, such def`auit fora .period of thirty (30) days after receipt of notice from Lessee to remedy the same.. 3. Damage to or destruction of all or a;material part of the Premises or Airport facilities necessary to the operation of Lessee°s business. 4. The lawful assumption by the United Staten, or any author,ized~agency• thereof, of the operati`on,. control or use of the Airport, or any-sub- stantial part or parts thereof, in such a. manner' as to restrict sub- stantially Lessee from conducting business.opecations for a period in excess of ninety {90) days. B. Termination by Lessor. This Agreement shall be subject to termination by Lessor i n the event of any one or .more of the fol I ow i ng events :~ 1 . The default by Lessee i n the performance of any of th;e terms, cove- Hants, or conditions of this Agreement,. and fhe failure. of Lessee to remedy., or undertake to remedy, to Lessoros satisfact'i'on, -such defau.it for a period of thirty (30) days after receipt of notice from Lessor to remedy the same. 2. Lessee files a voluntary petition~in bankruptcy, inc udi'ng a reorgani- zation plan, makes a general or .other assignment for the benefit of creditors, is adjudicated as bankrupt,, or- if a' recei er is appointed -15- for the ,property or affairs of Lessee and sack recei"ver h'i p i s not va- ~- cated within thirty (30) days affer the: appo;infinent of such. receiver. C. Exerc ise. Exerc i-se of• the :rights , of termination set forth i n Paragraphs A and B, above,. steal I be by notice to the oilier party within th irty (:30) days following the event giving rise to the termination. D. Remova I of PropertX. Upon term i nat i on of -fh i-s Agreement for' any reason, Lessee, at its sole expense, shall remove from:tfie Premises all signs; trade fJxtures, furnishings, personal proP'erty, ,equipment and materials which Lessee was. permitted to install or maintain under the rights granted herein. If L-;essee steal I fa .l to do so w~i'thin thirty (`30). days, theh Lessor may effect such removal or .restorati`on. at Lessees s• expense, and Lessee. agrees to pay Lessor such expense promptly upon rece pt•of a proper invoice therefor. E. Causes of BreachA Waiver. 1. Neither party shal~i be held to be in breach of` thus Agreement because of any failure to 'perf'orm any of its ob~l'.igataons hereunder if said failure is due to any cause for which it is>not;responsibl.e and over. which i t has no control ; provided, however., that" the forego"i ng prov i- sion steal I not apply to fa,iiures "by Lessee to pay fees, rehts, or other charges to Lessor.. 2. The w a i v e-- of any breach, v i of at i oh,: or def'au i t i n or with .respect to the performance or observance of the covenants and cond ti.ons eonta:i_ned herein steal I not.. 'be taken to constitute a waiver of any such subsequent breach,. viofat'ion„ or default in or with ,respect to ,the same. or any other covehent or Condit-ion hereof. ARTICL'E' XV ARB I:TRAT I,ON Except_as provided ,ih Paragraph I of Article Vl of this.Agreement, all claims or disputes arising out of or relating to this Agreement shall be settled by -16- t ar.b i trat i on i n accordance with the, Cominerca>a 1 ~Ar b.i .tr;at i on Ru,l.es of "the Amer i.can Arbitration Assoc i at°i on. then obfa i n i ng.; ~ Novi-ce of the demand for arb i tr.at i on , shat I be filed i n writing w.i th they other -party to the' .Agreement and `w i fh the American Arbitration ;ASSoei of ion and she I be :made w ith i n a reasonab I~e # °me after the cl aifi or dispute has arisen. The award rendered by the 'arbitrators shall be final, and judgment may be entered Upon it in.accordanee witfi applica- ble law in any court having jurisdiction thereof. • Except by written consent of the person or entity sought to be joined, no ar•b- tration arising out of or rel ata ng to the Agreement haJ l 1'nca ude, by~ con5of i- dati on, joinder or i`n any other manner., any person or entity not a party to the Agreement, unless i t° i s shown at fhe time the demand for arb i trat`i on i s f i I ed that (1) such person or ent i. ty i s substant i a I' i~y' i mro,l ved f n a common question of fact or law; (2J the presence of such person or entity is required if com- plete rel ief as to be <accorded to the arbitration; and (3') the infierest or re- sponsibility of such person or entity in the matter is substantial. • The agreement of the parties to arbifrate c-l aims and disputes shall be specifi- cal Iy enforceable under the prevailing arb°itratJon law. Pending final deci s'i on of the ar, b i tr ator or acb i trator's_ the parties shall pro- ceed d i I i gent ly with the performance ~of th.ei r obligations under th'i s Agreement. ARTICLE XVl MISCELLANEOUS PROYkS~LONS A. Entire Agr=eement. This Agreement constitutes the entire understanding 6e- tween the spar-ti'es, and as of its effective date super'se`des al i prior` or in- dependent agreements between the .parties covering the subject matter here- of. Any Change or modification hereof mustbe in writ`in'g signed by both. part i es. B. Severabilaty. If a prov'is•ion hereof shal;i be finai~ly declared void or il- lega1 by any court or administrative agency having jurisdiction, the entire -17- ~,. Agreement- shall .not be void, but the:rema Wing provisions shall.continue in effect as °near I;y as .possi 61 e i n accordance w i'th the on g`i n'al 'intent of the parties: C. ~oti;ce. Any notice given by. one party to fhe oth.ec in connection with this Agreement shall' be Pn writing and sha1J be sent by registered mail,,, return recei'pt•requested, with postage and reg stration fees prepaid: 1. Lf to Lessor,_ addressed to: .City. ,Manager- Ci-ty of Petal uma~ 1 1 Eng l; i sh Street 'Pets i uma, CA ,94952 2. If to Lessee, addressed to: Petaluma Aviation, fnc. Z21O E'. Washington Street Peta uma, CA 94952 Notices shall be deemed to have been~r'eceived on the date of "receipt as shown on the return receipt. D. Headinos. The headings used in this Agreement are: intended for convenience of reference only- and do not define or Iim t the scope. or meaning of any prov i s'i on of th 1 s Agreement. E. Governing Law. This Agreement is°to be construed in. accordance with the Iaws of the State of CaI ifornia. -18- ' ,_ ci ,~ . .. ..~. IN W IT,NESS WHEREOF, the parties have executed this Agreement as of the day and year first a6ov;e w;ri tten. LES•S:OR: City of Petaluma By: Title: ' LESSEE': Peta I uma Av'i at i on,, L nc . Bys T1tle: -19- r.. ::., 1 r - K i,~y-s ~,f-~' r kv:' ~ l T ~ r ~ ~ 1 .. - ~ J ... ~ ~y A .. ~~^Y .wW ~,, _,r.t -;;.-Y{~'°'°~ +}c .f"5:^~_; v. Y.- TnP C_a~ ^~'~ 1..- ~ ~_ ^~ o• 4 ~. r+-"tom. _. `a .. ' rE~"' Q - ~~`-_ '. ~..~.~ffi''Kct ~6 ~_ V' ;T ~'. '. ~, ~'7,.,, _ - w~ ~ .:-. s y~ ~ ~ ~ ,,,, a F . ~' r,. .~ ~~ Y ` :Y cts ~„ Y`"~ s .. _ ~G.C~r- ~~ c'j~ ' ' ~ ~~'c4 w nom. '. ~B' -;~ '".. 1,F-!~lr >`-I~-y ,' ',i r ,~:r r (,•- Y L.. 'i~. c ~ :. h .. 7 - - c .i. F e ~ ~ ~1 - _ (rtr rr.i - A~ J 13 .l4rl aQ .,,Ya v>~r. ~~~rciAY `~iJi: SY ~;. ._;. C ~_xJr'I ..~ ~1 .t' ~ ~~~ .~' ~~~ ~-' \~~ - ~v. ~ G, ~'~c. v .,mss F ," y ,'.;i-r k^ .. ~- .- ^'-~p ~~ ~. s`,.'s~., t' ~ r °~ , r~'. ~ - ;i_ '4' 'N! ~.ti y E`/ .J. tom. .,~. ~QH _ nil ,c2 +s 4 "l .-+iJ-aP 4 - y,x^L. -~5A_., (y . f:l `\~ i` -.~~ ~, ~~_ ~ , .~ ,,~. >~ ~ ~~'' fl',ry ,~~x-:lip w~n~~';-1`i}'~c:z,7>, `' i ~. n,~, ~,~ v .. :, . r _ - 1' .5 -3"-- - a1 .3.<' i _ :~~1 ,i r~~:~ `mot ';~. .~- _ ~ 1 ~£r '~h- -J~ .~ 'C. ti', C rn. l :F•" ~:;~"'~yhw...f ~fi~ ( "'`:7 !.. ?~ .~+ a_ ,~,-m,r x I:~.4: "t?4>4r~ >3 ",n,, rny, [,>ox ~~....~4.~ ^?r r -:r.+~' ~ `-~.tL~'.' - f i~ ~' :~ a . .., ~ .'. ~'r^~ _...,,. :~'4'i+'y ar ~ _„``z''~.''j 1y` .r.. ~ (' '~7. s°~.r ~ 'S~ y r i~i.,., -.-.... '~.. 't`',, -. r~ '"~' t rte.-,.:~'~'.,rr '` ;:.,~•~ _~.. ~et. ,~ rH r,j~t~ ;11. ~s.', ~", t =~ ` '~~`. `h_ r~+'~~ ~ '~ v ~ _ ~ k-7 ~ ' z Y `a-. ~ ~ L ~S ~ ~~ 'i.:CC~ t:.r~-'~='"F-?-~~1~~~: ° 7~~ r ~1. + ,'j 4X ~ y ~ ~~t ~ 2l~i;~ ~;~~ r _~~~.~~., v ~ r °= .f~ ~. ~,. 9 L''~ ~ -~ '~~ ~J .' 'J._ 'V '~In J~ .1~F}~J y1'~.?~J~~ 4<A~t. :r'Y ~ ~ r - ~j IF Z< ; ~~_~ [ l ~-~..i r,a}. ~ t -r '' ~~~.. a~ y ,~'-- ~~- J }~.yq t.. ~;.yy v';.C 7 x ' \ t ~ } e~ ~~~-" r ,~~rd ~~~~'~ ~~ eW',~:• _ _ T^~,~----'... ~ a e ~ vL '4 r ~1 J ~"r :~ ~ .wx'f3 .~~ Ir'' yE~, _ ~°'~-"•`"~!~ _ ~s '~' - _ y. 3~ ~. '~ '~ + -. ~, ~~v Y; ~ „~ l w: y~,F ~= _ ~~_ - - lid ~,~ ~~.~ ~ ~Y ~'~Ir"d T'~rr~ ldlelf'~a.Y} r^~7---13?a#~ (~. lyy'.. / ~ ~ ~ k; s ~ .! ~ '~, Rye,,-~~ e7 ~ ~ } x'' _ ,- , ~' e ~ ~---1 ~~ ~ r, - r _. ~: ~. ~: F ~. , f `ky'O hS,.~, ` , c;~gmC1~~ ! ~~~=~'DK.~l---~'- -'.'_~ FJ !-T`2` :.t?~T'-{~~.*FM-r:Y +~'tY ~~ ;Yy-- N ~ r~ .a i Caw ~'.. ~ - ___ .. y-:. r.~~.._-.. fy,~~~~ '.~y,r.i.~~.,~h~CSrv.' _:,T~w~.S'J',~9 7 1 S 1'1~1'i.J . ~ ..'; _ ~ v Fib xi, Y' h - r 1 ~~ ~.~ a ~ ti.'r y~`.;. ~ ~ ~`~= ~` a - - '4 (~:, 1, ~_ `` , r ~'ETALUMA KY RANCH AVfATION CENTER January 26, 1984 .John Scharer, City Manager City of. Petaluma 11 English Street. Petaluma, CA 9495.2 RECEIVED JAN 3~ 1 `1984 PROGRAM E+D'AINl3TRATOR' _2210 E. WASHINGTON ST. PETALUIv1A, CALIF. 94952 ~ 707) 778-6767 ,.. a:~:`,s N`om` - ,,;, . Re: Our recent. conversation concerning PETALUMA SKYRANCH Dear John: As per your request and the request of B11 Liebel', please allow me to share "wah you some o~f ;my recent: experience in the area of FBO operations and the services FBO's can provide to the commun- ity. It is important that the city provide certain services after the :property acquisition,. without interuption,. in order to best serve. the needs of the aviation-community and the general public. S Specificall~r, these services includes a ~ l~sanagement of: the facility tq pr-'oxide services and ~ security during normal..use hours (typically 8 AM to .:::.sunset) ~ . ~ ,,2 I~Arcraft rental. ,~ ' :~ Fright .and ground; instruction 4. Fuel Service 5. Scenic and photo .flights ' . Aircraftcleaning facilities ~ Tiedown management and collection of tiedown fees 8. Retail pilot. supplies q~ 9. Air taxi and on-.demand charter flights -}~ 10. Basic food services. (vending machines' and catered-type sandwiches) 11 Maintenance 'of the. grounds and buildings 1 Maintenance o_f the runway lighting. system 13..T'elephone service, for filing o.f 'flight plans, weather briefings and so on It eems to us that_the above list of services comprises just a minimum level of Service that must be provided to the aviation community, fbr a vi-able airport operation. My partners and 2' are•groviding most of these services now, with plans-underway to provide all these.ser-vices wthin~90 days. We have the. expertise, the capital, and certainly, the desire to provide this.and more as we grow with the Petaluma aviation community. Page 1 of 2 .LL , • . J1 `: s In order that, these communi'ty.needs be met on an on-going basis:, I would like to propose the fo lowinge 1. That our company,, PETALUM.~ SKYRANCH AVIATION CENTER., be allowed to continue operation by the granting of a short t°erm T-ease subsequent to City acquisition of 'the exi~sti':n,g. airport. 2. Said lease ~be valid-until the City of Petaluma.s ready to go to bid for FBO operators at the completion of the runway phase of construction. In any even,, the lease should be valid un it October 1,_1985. 3. That, at your, earliest, convenenee, we sit down to negotiate these T'eas_e so that uninteru~ted operations may continu'e' at Petaluma Skyranch. I look forward to_meetng°wth.yo,u and the. City Council., so that we may discuss further this vital issue.. Sincerely ~~ ~~" .. Phil Perrin Dianaging General Partner PETALUMA SKYRANCH AVIATION CENTER CC: Bill Liebe 1. PP/dh