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HomeMy WebLinkAboutStaff Report 4.C 03/05/2018DATE: March 5, 2018 Agenda Item #4. TO: Honorable yor and Members of the City Council through City Manager Ff �. FROM: anPublic Works and Utilities Director Bob atterson —Airport Manager SUBJECT: Introduction of an Ordinance (First Reading) Approving a Commercial Lease Agreement Between Mangon Aircraft, Inc., and the City of Petaluma for Hangar 18D Located at the Petaluma Airport for Operation of a Flight School and Related Aircraft Storage; Approving Amendment 1 to the Lease Agreement Between Petaluma Pilot Training Center, Inc. and the City to Hangar 18B to Terminate that Lease Agreement; and Approving Amendment 3 to the Ground Lease Agreement Between Mangon Aircraft Inc. and the City of Petaluma to Delete Flight School Operations As a Permitted Use Under that Lease RECOMMENDATION It is recommended that the City Council Introduce an Ordinance (First Reading) Approving a Commercial Lease Agreement Between Mangon Aircraft, Inc., and the City of Petaluma for Hangar 18D Located at the Petaluma Airport for Operation of a Flight School and Related Aircraft Storage; Approving Amendment 1 to the Lease Agreement Between Petaluma Pilot Training Center, Inc. and the City to Hangar 18B to Terminate that Lease Agreement; and Approving Amendment 3 to the Ground Lease Agreement Between Mangon Aircraft Inc. and the City of Petaluma to Delete Flight School Operations As a Permitted Use Under that Lease. BACKGROUND Mangon Aircraft Inc. wishes to enter into a commercial lease for executive hangar 18D for flight training and aircraft rental activities. Upon review of the request, it was determined that the lease of the hangar would require an amendment of both leases currently held by Mangon Aircraft, Inc., and its subsidiary Petaluma Pilot Training Center, Inc. (PPTC). Mangon entered into a Lease Agreement with the City of Petaluma for a limited service commercial operation on the 63,120 square foot (sf) ground lease at the Airport on June 9, 1988. The commercial operation included aircraft maintenance and related services, retail aircraft parts sales, and retail sales of used aircraft. On March 18, 2005, Amendment One to the Lease Agreement was executed to reduce the total land lease by 34,020 sf, extend the lease term to 2038, and change the lease fiom Walter Mangon to Mangon Aircraft, Inc. Amendment Number Two to the Lease Agreement was approved on February 25, 2010 to license flight instruction and aircraft rental as allowable activities for the leasehold. Subsequently, Mangon began operation of the flight school in a temporary construction style trailer next to their existing building. In 2014, the trailer was removed because it had not received a building permit. Since then, Mangon Aircraft has operated the flight school and rental business out of the existing building, which has proven not to be a long-term solution. To partially address this, Mangon Aircraft, Inc. subsidiary, Petaluma Pilot Training Center (PPTC), leased City Hangar 18B on March 26, 2015 to store rental aircraft. The Lease Policy and Standards For Services and Operations at the Petaluma Municipal Airport, adopted in June 1992, set criteria for approval of a commercial lease, and require an applicant desiring to engage in any commercial activity at the Airport to submit a written application to the City. On February 5, 2015, the Airport Commission reviewed the application and recommended to move forward with a Commercial Lease Agreement with Mangon Aircraft, Inc. for the Executive Hangar. The proposed lease was slated to move forward approximately 1 V2 years ago, but was delayed at the request of the leasee. Executive Hangars 18A through D are constructed to allow public access through a storefront next to a public parking area and do not require access through the airport fence onto the tarmac operating area. This feature makes these hangars suitable for a commercial operation that serves the public. The executive hangars are located in the aviation commercial sub -zone, which allows for aircraft storage, aircraft maintenance and repair, sales of aircraft fuel and lubricants, sale of aircraft and aviation equipment, aviation schools and aircraft rental, air taxi and charter services, and avionics sales and repairs. Therefore, the proposed lease meets the operational and zoning requirements of the hangar. DISCUSSION Mangon Aircraft, Inc. requested a commercial lease for Hangar 18D for use as a flight training and aircraft rental facility. Hangars in row 18 were designed for and zoned to accommodate commercial use and to provide public access without requiring the public to pass through the fence onto the airport operating areas. The Airport Commission has long intended that the executive hangars could be used for commercial purposes. The Airport Commission has previously approved these hangars for commercial use and recommended a commercial usage lease rate that is 1.5 times the standard hangar lease rate for storage of aircraft. Calibro Avionics entered into a commercial lease for 18A on August 10, 2010. The proposed lease with Mangon Aircraft Inc. uses this recommended commercial rate. Based on their analysis of the lease application, the Airport Commission determined that Mangon Aircraft Inc. meets the minimum requirements to operate a flight school and aircraft rental operations in an executive hangar. The proposed lease would be for three years with the option of extending the term for an additional two years. The proposed rate for the commercial lease is $0.645 per square foot with a rate escalator based on CPI to be adjusted each July 1 during the term of the lease. The minimum limits of insurance for flight training and aircraft rental business is as follows: Aviation General Liability $2 million minimum coverage; Aircraft Liability $1 million minimum coverage; Automobile Liability $1 million minimum coverage (if automobiles are used in the flight school and aircraft rental operations); Employers Liability $1 million minimum coverage; and the State of California Workers' Compensation minimum limits. 2 A California Environmental Quality Act (CEQA) review of the proposed lease was performed and found that it meets the conditions for the Existing Facilities exemption pursuant to Section 15301 of the CEQA guidelines. Specifically, the project qualifies for a CEQA exemption for the following reasons: • The proposed project is consistent with the General Plan land use designation and complies with established zoning regulations; • The Project is a permitted use at the Petaluma Municipal Airport; • Leasing of and minor alterations to the Petaluma Municipal Airport is identified as an example of appropriate CEQA exemptions in the City's Environmental Review Guidelines; • The site is void of natural vegetation and there is no habitat that would support endangered, rare or threatened species; • The project would not result in any significant effects relating to traffic, noise, air quality, or water quality; • There are no exceptions that would preclude application of the exemption, and • The project is adequately served by all required utilities and public services. Based on the CEQA review, which is detailed in Attachment 5 hereto, it is recommended that upon approval of a commercial lease to operate the flight school and aircraft leasing out of hangar 18D, Mangon Aircraft Inc. be required to cease these activities at 501 Sky Ranch Drive under the commercial ground lease, and at hangar 18B for storage of aircraft under the lease with PPTC. For that reason, Amendment Number One to the Hangar Lease Agreement for PPTC and Amendment Number Three to the Ground Lease Agreement, shown as attachments 3 and 4, respectively, were prepared. Two letters expressing objection to the proposed lease were received. On March 10, 2015, a letter from Gary Schoenlein representing Aeroventure, Inc. was received stating opposition to a commercial hangar agreement because, in part, he felt these hangars were not designed for commercial use. A second letter dated April 27, 2015 from Elizabeth Cady expressed concerns over the proposed commercial lease on a basis of fairness to others who were required to build private structures to conduct commercial activities. She was also concerned that Mr. Schoenlein was not given notice of the meeting in which the Airport Commission discussed his letter of objection. These letters of objection have been shared with the Airport Commission and responded to by staff. FINANCIAL IMPACTS The proposed action to terminate the existing aircraft storage' lease of hangar 18B and to initiate a new commercial lease of Hangar 18D at a 50% higher cormnercial lease rate will increase airport revenue by $4,721 per year for the same size space. ATTACHMENTS 1. Ordinance 2. Exhibit A to Resolution: Commercial Lease Agreement for Hangar 18D 3. Exhibit B to Resolution: Amendment Number 1 with Petaluma Pilot Training Center 4. Exhibit C to Resolution: Third amendment to lease Agreement (Ground Lease) 5. Justification for Class I Exemption Commercial lease Agreement Airport Hangar 18B 0 Attachment 1 EFFECTIVE DATE ORDINANCE NO. N.C.S. OF ORDINANCE Introduced by Seconded by ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA APPROVING REAL ESTATE TRANSACTION DOCUMENTS, BETWEEN THE CITY OF PETALUMA, AS LANDLORD, MANGON AIRCRAFT, INC., AS TENANT AND PETALUMA PILOT TRAINING CENTER AS TENANT, AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS NECESSARY TO COMPLETE THE REAL ESTATE TRANSACTION WHEREAS, Section 46 of the Charter of the City of Petaluma requires that specified actions for the acquisition, sale, or lease of real property be taken by Ordinance; and, WHEREAS, Landlord owns and operates the Petaluma Municipal Airport located at 601 Sky Ranch Drive, Petaluma, CA. , which has been improved with hangars, among which are hangars commonly referred to as Hangar 18B and 18D located within the Aviation Commercial Zoning Area ("Premises"); and WHEREAS, WHEREAS, on March 26, 2105, Landlord and Petaluma Pilot Training Center, Inc., a California Corporation and subsidiary of Tenant, ("PPTC") entered into a lease consistent with form lease documents approved by the Petaluma City Council on February 24, 2014, by Resolution No. 2014-024 N.C.S., approving the use of form Hangar Lease Agreement, for Hangar 1813, also referred to herein as the Leased Premises; and WHEREAS, Mangon Aircraft, Inc. is City property located at 501 Sky Ranch Drive instruction and aircraft rental; and the Parent Company of PPTC currently leases and such lease allows for Tenant to offer flight WHEREAS, Tenant desires to move its flight instruction and aircraft rental to the Leased Premises at Hangar 18D; and WHEREAS, on January 12, 2015, Tenant submitted an application requesting that it be allowed to offer flight instruction and aircraft rental at the Leased Premises of Hangar 18D; and WHEREAS, PPTC and Landlord agree to terminate the lease between PPTC and Landlord for Hangar 1813, effective immediately, to allow for Mangon Aircraft, Inc. to lease the 5 Leased Premises of Hangar 18D for the purpose of flight instruction and training of personnel in flight instruction; and WHEREAS, Landlord deems it advantageous to itself and the operation of the Airport to lease certain portions of Airport land and facilities as further described herein, together with certain privileges, right, uses and interest therein, as hereinafter set forth for the proposed use set forth in the Application; and WHEREAS, Amendment three (3) to the Mangon Aircraft Inc. Lease would require flight instruction and aircraft rental to take place in Leased Premises of Hangar 181); and WHEREAS, the City Council finds this action qualifies for categorical exemption under the California Environmental Quality Act (CEQA) pursuant to Title 14, Chapter 3 of the California Code of Regulations (CEQA Guidelines), sections 15061, 15301 because: a. The proposed plan is consistent with the General Plan Use; b. The project is a permitted use at the Petaluma Municipal Airport; c. The project would not result in any significant effects relating to traffic, noise, air quality, d. or water quality; e. There are no exceptions that would preclude application of the exemption; and f. The project is adequately served by all required utilities and public service. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PETALUMA AS FOLLOWS: Section 1: Findings. Based upon the City staff report, presentation, and input at the public meeting, based upon substantial evidence in the record, the City Council hereby makes the following findings: a. The above recitals are true and correct, and incorporated herein. b. The Lease is consistent with the City's following the Grant Assurances because it promotes Aviation, follows adopted commercial lease standards, and treats all parties fairly. c. The Lease is consistent with the Lease Standards because of the application process. Section 2: The City Council approves the Commercial Lease Agreement between the City of Petaluma, as landlord, and Mangon Aircraft, Inc., as Tenant for Hangar 18D as attached herein as Exhibit A to the Resolution. Approval of the Commercial Lease Agreement is contingent upon the execution of Amendment No. 1, as attached hereto as Exhibit B. Section 3: The City Council approves Amendment No. 1 to the Hangar Lease Agreement, between the City of Petaluma, as Landlord, and Petaluma Pilot Training Center, as Tenant, a copy of which is attached hereto as Exhibit B. 3 Section 4: The City Council approves Amendment No. 3 to the Lease Agreement between the City of Petaluma, as Landlord, and Mangon Aircraft, Inc., as Tenant, a copy of which is attached hereto as Exhibit C. Section 5: On behalf of the City, the City Manager is authorized and directed to execute documents substantially in accordance with Exhibits A, B, and C as determined by the City Attorney, and all other documents reasonably necessary to complete the lease transaction. Section 6: If any section, subsection, sentence, clause, phrase or work of this Ordinance is for any reason held to be unconstitutional, unlawful or otherwise invalid by a court of competent jurisdiction or preempted by State legislation, such decision or legislation shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Petaluma hereby declares that it would have passed and adopted this Ordinance and each and all provisions thereof irrespective of the fact that any one or more of said provisions be declared unconstitutional, unlawful other otherwise invalid. Section 5: This Ordinance shall become effective thirty (30) days after the date of its adoption by the Petaluma City Council. Section 6: The City Clerk is hereby directed to publish or post this Ordinance or a synopsis for the period and in the manner provided by the City Charter and any other applicable law. INTRODUCED and ordered posted this _ day of 2018. ADOPTED this day of , 2018 by the following vote: Ayes: Noes: None Abstain: None Absent: None ATTEST: Claire Cooper, CMC, City Clerk David Glass, Mayor APPROVED AS TO FORM: Eric W. Danly, City Attorney 7 Attachment 2 Exhibit A to Resolution COMMERCIAL LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is made and entered into as of the day of 2016 (the "Effective Date"), by and between the City of Petaluma, a California municipal corporation, hereinafter referred to as "Landlord," and Mangon Aircraft, Inc., a California corporation referred to herein as "Tenant. " Landlord and Tenant are hereinafter individually referred to as "Party" and collectively referred to as the "Parties." WITNESSETH WHEREAS, Landlord is a California municipal corporation duly organized and operating under the laws of the State of California, and owns all that certain real property commonly referred to as the Petaluma Municipal Airport ("Airport"), located at 601 Sky Ranch Road, Petaluma, California (the "Property"), including that certain improved property consisting of approximately 3,764 square feet, commonly known as Hangar 18D, located within the Aviation Commercial Subzone of the Airport, as more particularly described in Exhibit A attached hereto (the "Leased Premises"); and WHEREAS, Section 46 of the Charter of the City of Petaluma requires that specified actions for the acquisition, sale, or lease of real property be taken by Ordinance; and, WHEREAS, Chapter 16.06 of the Petaluma Municipal Code governing Airport Leases was enacted in satisfaction of Section 46 of the City Charter ordinance requirement concerning leases to Airport property; and WHEREAS, Section 16.06.200 of Chapter 16.06 provides that the City Council may approve ground leases and specialized leases by resolution and Section 16.06.300 of Chapter 16.06 provides that the City Manager may execute on behalf of the City Airport lease agreements approved by the City Council by resolution; and WHEREAS, the Airport has been improved with various facilities; and WHEREAS, Tenant has entered into a ground lease agreement ("Ground Lease") with the Landlord to a portion of the Airport located at 501 Sky Ranch Drive which the Tennant has improved with facilities Tenant has operated to provide aircraft maintenance and related services, aircraft parts sales and retail sales of aircraft, and flight school services, and such Ground Lease has been amended from time to time in support of Tennant's operations at the Airport; and WHEREAS, Landlord -owned improvements at the Airport include in addition to the Leased Premises various hangars, include the hangar designated as Hangar 1813; and WHEREAS, on March 26, 2015, Petaluma Pilot Training Center, Inc., a California Corporation and subsidiary of Tennant, ("PPTC") entered into an agreement with the Landlord pursuant to Petaluma Municipal Code Chapter 16.06 to lease Hangar 18B for aircraft storage; and WHEREAS, on January 12, 2015, Tennant submitted an application requesting that it be allowed to offer flight instruction and aircraft rental at the Leased Premises and Tennant currently desires to move its flight instruction and aircraft rental operations from its facilities at 501 Sky Ranch Drive to the Leased Premises; and WHEREAS, the Leased Premises are located in the Airport Commercial Subzone in which Tennant's proposed flight instruction and aircraft rental operations are a permitted use; and WHEREAS, upon relocation of Tennant's flight instruction and aircraft rental operations to the Leased Premises, Tennant will no longer have need of Hangar 1813, and accordingly PPTC would like to terminate the hangar lease between PPTC and the City to Hangar 1813; and WHEREAS, because relocation of Tennant's flight instruction and aircraft rental operations to the Leased Premises is not intended to result in an expansion of use, Tennant and the Landlord have agreed to amend the Ground Lease revising the permitted uses under the Ground Lease to exclude flight instruction and aircraft rental operations, so long as such operations are occurring pursuant to this Lease, and Amendment Number Three (3) to the Ground Lease has been prepared to delete flight instruction and aircraft rental from the permitted uses pursuant to the Ground Lease; and WHEREAS, the City Council has on September 12, 2016, adopted Resolution no. 2016 - Approving a Commercial Lease Agreement between Mangon Aircraft, Inc., and the City to Hangar 18D Located at the Petaluma Airport for Operation of a Flight School and Related Aircraft Storage, Approving Amendment 1 to the Lease Agreement between Petaluma Pilot Training Center, Inc., and the City to Hanger 18B to Terminate that Lease Agreement, and Approving Amendment 3 to the Ground Lease Agreement between Mangon Aircraft, Inc. and the City of Petaluma to Delete Flight School Operations as a Permitted Use under that Lease; WHEREAS, Landlord deems it advantageous to itself and the operation of the Airport to lease certain portions of Airport land and facilities as further described herein, together with certain privileges, right, uses and interest therein, as hereinafter set forth for the proposed use set forth in the Application; and WHEREAS, Tenant has indicated a willingness and ability to properly keep and maintain the Leased Premises in accordance with standards established by Landlord, and to comply otherwise with the terms and provisions of this Lease. NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Lease, the Parties hereby agree as follows: LEASE OF PREMISES Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, pursuant to 0 the covenants, terms and conditions set forth herein, the L e a s e d Premises described in Exhibit A, also referred to as Hangar 18D, which is attached hereto and made a part of this Lease. 2. LEASE TERM The term of the Lease ("Lease Term") shall commence on , 2016 (the "Commencement Date") and shall continue for a three year period or until Tenant elects to terminate the Lease by giving the Landlord thirty (30) day's written notice. Upon the expiration of such Lease Term, Tenant agrees to yield and deliver to Landlord the Leased Premises including any and all improvements and appurtenances erected or added by Tenant pursuant to Section 4 of this Lease that have been accepted in writing by the Landlord. Those improvements and appurtenances not accepted by the Landlord shall be removed prior to yielding and delivering the Leased Premises. The Tenant shall have the option of extending the term of this agreement for up to two additional years subject to written request to and approval by the Landlord, such approval shall not be unreasonably withheld. 3. RENT PAYMENTS (a) From the Commencement Date, Tenant shall make rent payments ("Rent") to Landlord in the amount of Two Thousand Four Hundred Twenty-eight Dollars ($2,428.00) per month based on 50 percent higher than standard rate for hangar for aircraft storage ( i.e. $0.645/sf based on 3,764 sf . All Rent shall be due in advance, by the first day of each and every month, duringthe Lease Tenn. (b) At the commencement of each subsequent twelve (12) month period, beginning on July 1, 2017 and continuing through June 30th of the applicable year, Rent shall be increased an amount equal to the percentage increase in the Bureau of Labor Statistics Cost of Living Index — San Francisco- Oakland, all items, for the preceding year. (c) In the event a Rent payment is not made within twenty (20) days of the due date, there shall be a late fee of ten percent (10%) of the amount due and owing, which late fee shall become part of that month's Rent. Furthermore, and in addition thereto, any amount of Rent and/or late fees unpaid after thirty (30) days shall be subject to a one and one-half percent (1-1/2%) interest charge on the unpaid amounts, which interest shall likewise become part of the Rent. (d) Tenant shall post a security deposit with Landlord in an amount equal to two months' Rent at the time of execution of this Lease. In accordance with Section 4(c), Tenant shall return the Leased Premises to Landlord at the expiration or termination of this Lease in the same condition as at the beginning of the Lease term, normal wear and tear excepted. In the event repairs are necessary to restore the Leased Premises to the same condition as at the beginning of the Lease term, normal wear and tear excepted, Landlord may deduct any and all repair costs, including, but not limited to, staff time 10 or administration costs, from the security deposit. The Landlord shall not be required to consider the security deposit as payment of first and last month's rent, but Landlord may at its sole option, deduct any unpaid Rent 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 Lease shall be refunded to Tenant following the expiration or termination of this Lease. No interest will be payable on the security deposit. If the security deposit balance is insufficient to cover the cost of repairing the Leased Premises and/or Rent pursuant to this section, Tenant shall promptly remit to Landlord the repair costs and/or Rent in excess of the security deposit upon receipt of Landlord's invoice for such costs and/or payments. 4. CONSTRUCTION OF IMPROVEMENTS AND ALTERATIONS (a) Unless otherwise provided in the Lease, neither Tenant nor Landlord shall have any responsibility for the construction of any improvements on or outside the Leased Premises. (b) Except as provided in Section 4(e), Tenant may not construct any improvements, make any alterations, install any fixtures, or make any additions to the Leased Premises without the prior written consent of Landlord, such consent shall not be unreasonably withheld. In the event that such consent is given, Tenant shall be responsible for obtaining all required permits, including but not limited to building permits, prior to commencing work authorized by Landlord pursuant to this Section 4, and shall be subject to Landlord's further reasonable conditions, including without limitation, construction in conformity with all applicable laws, ordinances, rules and regulations (including, if applicable, California prevailing wage requirements contained in Section 1720 and following of the California Labor Code). Tenant shall further be required to submit the design of any such authorized work to Landlord for approval before commencing work. (c) Upon completion of such work, any Landlord -authorized alterations, fixtures, additions or other improvements pursuant to this Section 4 shall be removed at Tenant's sole expense prior to termination of the Lease, or in Landlord's sole discretion, the Landlord -authorized alterations, fixtures, additions or other improvements may remain and become the property of Landlord. (d) Landlord may require Tenant to remove, at Tenant's sole expense, any unauthorized alterations, fixtures, additions or improvements and/or require Tenant to restore the Leased Premises to its condition prior to the Lease Term, normal wear and tear excepted. In the event that Tenant fails to comply with such requirement within any reasonable period established by Landlord, Landlord may remove such improvements, fixtures, additions or other alterations and deduct the cost thereof from amounts, if any, otherwise payable to Tenant pursuant to this Lease. Tenant's failure to comply with the requirements of this Section 4 shall constitute an Event of Default. 11 (e) Subject to applicable building permits, Landlord hereby approves of Tenant improving Leased Premises with temporary class rooms and storage. All the foregoing improvements shall be undertaken at Tenant's sole expense. Permission granted for such alterations does not constitute regulatory approval, and to the extent that such improvements are subject to any regulatory approval or permit, such alterations shall not commence until any and all applicable regulatory approvals and/or permits have been granted. Tenant hereby agrees to submit an application for building permits within thirty (30) days of the City executing this Lease. Tenant further agrees that the foregoing alterations shall commence and be completed withinl 80 days of receiving the required building permit(s) from the City. 5. UTILITIES Tenant shall pay telephone service and all costs, if any, for the installation and connection of such services. 6. USE OF PREMISES The Leased Premises shall be used as follows: (a) Tenant shall use and occupy the Leased Premises for flight instruction and aircraft rental and storage ("Commercial Operations") together with all operations customarily ancillary thereto, and for no other purposes. i. Maintenance of the aircraft owned and rented by Licensee, or employees or contractors of Licensee 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 flight instruction and aircraft rental and storage, 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. Licensee 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. Licensee may not permit maintenance contractors onto the Premises or other area of the airport for purposes of performing maintenance on Licensee's rented or owned aircraft except in accordance with this provision. Doing so is not a permitted use under this Agreement. (b) Tenant is prohibited from engaging in the following: (i) The sale of food to or the consumption thereof by the public, provided, 12 however, that "snack foods," sandwiches and candy may be sold from mechanical dispensers. (ii) The sale or consumption of beverages, provided that coffee and soft drinks may be sold from mechanical, dispensers as provided above. All sale or consumption of alcoholic beverages is prohibited. (iii) The use of or permission to use the Leased Premises in any manner constituting waste or a public or private nuisance, or a disturbance to the quiet enjoyment of the use of the surrounding Airport Property and/or facilities. (iv) The use, storage, transportation, release or disposal of any "Hazardous Substance," as defined in California Health and Safety Code Sections 25501 (o), (p) and (q), on the Property, including without limitation on the Leased Premises, by Tenant or any of Tenant's employees, agents, contractors, or invitees. Notwithstanding, this condition does not apply to de minimis amounts of oil, brake fluid, and other consumable materials necessary to be on-site for routine addition to aircraft as a result of the pre-flight checklist inspection. Premise shall not be used to warehouse these or other hazardous substances. (v) Any use that is not explicitly permitted in this Lease or any amendments thereto. (c) Landlord may treat any use of the Premises by Tenant that is not a permitted use as a material breach of this Lease subject to termination for cause in accordance with Section 18 of this Lease. 7. DUTY TO ACT CONCERNING CONTAMINATION Notwithstanding Section 6(b) (iv), and in addition and not in lieu of said Section and of Section 20 regarding indemnity, if the presence of any Hazardous Substance on the Leased Premises caused or permitted by Tenant results in any contamination of the Leased Premises and/or the Airport, Tenant shall promptly and at its sole expense take all actions as are necessary to render the Leased Premises and the Airport in compliance with all applicable environmental laws; provided, however, that Landlord's approval of such actions shall first be obtained. Landlord's approval shall not be unreasonably withheld so long as Tenant's proposed actions, in Landlord's sole reasonable judgment, will not potentially have any material adverse long-term or short-term effect on the Leased Premises and/or the Airport. 8. NONDISCRIMINATION (a) Tenant for itself, its personal representatives, successors in interest and assigns as a part of the consideration hereof, does hereby covenant and agree that in the event the Leased Premises and any improvements thereon are constructed, maintained or otherwise operated for a purpose for which a Department of Transportation program or activity is extended or for another purpose involving the provision of similar services or benefits, Tenant shall maintain and operate 13 such facilities and services in compliance with all other requirements imposed pursuant to 49 Code of Federal Regulations Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, as the same may be amended from time to time. Furthermore, Tenant shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to 49 Code of Federal Regulations Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, as they may be amended from time to time. (b) Tenant for itself, its personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree that there shall be no discrimination against or segregation of any person or group of persons on account of race color, religion, creed, sex, sexual orientation, disability, marital status, familial status, ancestry or national origin in the use, occupancy, or enjoyment of the Leased Premises or any part thereof, nor shall Tenant or any person claiming under or through Tenant establish or permit any such practice or practices of discrimination or segregation, including witll respect to the hiring, promotion or employment of employees, consultants or contractors. Tenant shall include such provisions in all leases, licenses, permits, contracts and other instruments executed by Tenant with respect to the Leased Premises, and shall diligently enforce the same. 9. OPERATION OF AVIATION BUSINESS BY TENANT (a) This Lease shall be subordinate and subject to the Grant Agreement ("Grant Agreement"), by and between the United States of America, Federal Aviation Agency, and the City, and any airport wide policies, including but not limited to the Lease Standards, and any subsequent amendments thereto. (b) In the Airport Manager's discretion, the Airport Manager investigates any complaints against Tenant by members of the public. If the Airport Manager finds that the complaint is justified, the Airport Manager may direct Tenant to take such reasonable action as necessary to rectify the complaint or prevent its recurrence. If Tenant is aggrieved by any such directive, Tenant may appeal therefrom to the City's Airport Commission, whose decision shall be appealable to the Petaluma City Council, whose decision shall be final. (c) Tenant agrees to observe and obey all rules and regulations promulgated and enforced by Landlord or any other appropriate authority having jurisdiction over the Airport during the Lease Term and at all times to use and operate the Leased Premises in compliance with all applicable statutes, ordinances, laws, regulations and other requirements, now or hereafter imposed, by the City, county, state, or federal authorities. Landlord's rules and regulations are expressly made a part of this Lease. (d) Tenant agrees to furnish services on a reasonable and not unjustly discriminatory, basis to all users of the Airport. Tenant further agrees to charge reasonable, and not 14 unjustly discriminatory, prices for each unit or service, provided that Tenant may be allowed to make reasonable and non-discriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. (e) Tenant shall at all times abide by the most current published version of the Petaluma Municipal Airport Lease and Licensing Policies and Standards for Services and Operations Minimum Standards. A version will be kept in the airport office as well as available online. An updated version will be provided to the tenant when any significant changes are made to this policy manual. 10. CONDITION OF PREMISES Except as may be otherwise specified in this Lease, Tenant hereby accepts the Leased Premises in the condition existing as of the earlier of Tenant's possession of the Leased Premises or commencement of the Lease Term. By executing this Lease, Tenant acknowledges that it has had the opportunity to inspect the Leased Premises and accepts the Leased Premises in the AS IS condition. 11. MAINTENANCE AND REPAIRS Landlord shall have no obligation to make repairs for tenant improvements to the Leased Premises. Tenant shall, at its sole cost and expense, keep and maintain the interior of the Leased Premises and appurtenances, and every part thereof, in good and sanitary order, condition and repair, and hereby waives all right to make repairs at the expense of Landlord as provided in Section 1942 et seq. of the California Civil Code or otherwise. Any failure to maintain or make said repairs upon being notified by Landlord shall constitute an Event of Default by Tenant. This provision shall not apply to the fire suppression system or bi-fold hangar door, which shall remain the maintenance responsibility of the Landlord. 12. SIGNS Tenant shall be privileged to erect such signs and advertising media as comply with all applicable laws, rules and regulations, including without limitation the requirements of the Petaluma Municipal Code governing signs. 13. INSURANCE Tenant agrees to procure and maintain at its cost and expense, and at all time during the Lease Term, insurance in accordance with this Section 13 and Exhibit B which is attached hereto and made a part of this Lease. Exhibit B sets forth the minimum kinds and amounts of insurance that Tenant must maintain pursuant to this Lease, as well as required endorsements and other requirements. Insurance required pursuant to this Section 13 and Exhibit B and in the most current published version of the Petaluma Municipal Airport Lease and Licensing Policies and Standards for Services and Operations Minimum Standards as may be modified at the sole discretion of City Manager. Any such approved insurance modifications shall be by written amendment of this Lease in 15 accordance with Section 27. Failure to maintain the required insurance in effect for the duration of this Lease shall constitute an Event of Default by Tenant. 16 14. TAXES Tenant agrees to pay promptly all taxes and assessments related to items of property including both real and personal property within the purview of this Lease, which may be levied or assessed upon said properties leased or owned by Tenant, as Tenant's interest may appear when the said taxes and assessments become due and payable during the occupancy of the Leased Premises under any levy or assessment by county, City or other legally authorized governmental authority. Without limiting the foregoing, Tenant is advised that under California Revenue and Taxation Code Section 107.6, execution of this Lease may create a possessory interest in Tenant subject to property taxation and hereby acknowledges that in such event Tenant shall be solely responsible for the payment of property taxes levied on any such interest. 15. RIGHT OF ENTRY To the maximum extent permitted by law, Landlord shall have the right to enter the Leased Premises at all reasonable times to inspect the Leased Premises to insure compliance with this Lease and provide for Airport safety. Landlord shall endeavor to provide Tenant with advance notice of inspections and to permit Tenant to be present during inspections. Tenant shall provide Landlord with a key to all Tenant -furnished locks securing the Leased Premises and/or Landlord shall retain a key to any Landlord - provided locks. Landlord shall be entitled to treat Tenant's failure to comply with this key requirement as an Event of Default by Tenant. 16. ASSIGNMENT OR SUBLETTING (a) Tenant shall not assign or sublease Tenant's rights under this Lease or delegate any of Tenant's obligations under this Lease without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Signed copies of all such Landlord -approved subleases and/or agreements shall be furnished to Landlord upon execution. Any purported assignment, sublease or delegation without Landlord's prior written consent shall be void. In addition, Landlord shall be entitled to treat any purported assignment, sublease or delegation by Tenant without Landlord's prior written consent as an Event of Default by Tenant. (b) Notwithstanding written consent of Landlord, no sublease or assignment shall release Tenant from its obligations under this Lease, including without limitation its obligation to pay Rent. Landlord's consent to one assignment or sublease shall not be deemed consent to subsequent assignments or subleases. In the event of a default by Tenant's assignee or sublessee, Landlord shall be entitled, at its option, to proceed directly against Tenant without the necessity of exhausting any remedies against such assignee or sublessee. 17 17. EVENTS OF DEFAULT Each of the following shall constitute an "Event of Default": (a) Tenant's failure to make any payment of Rent or other required payment under this Lease when due. (b) Tenant's vacation or abandonment of the Leased Premises before the end of the Lease Term. (c) The placement of all or substantially all of Tenant's assets in the hands of a receiver or trustee where such receivership or trusteeship continues for a period of thirty (30) calendar days or more, an assignment by Tenant for the benefit of creditors, an adjudication of Tenant as bankrupt, Tenant's institution of any proceedings under any state or federal bankruptcy act in which Tenant seeks to be adjudicated bankrupt or to be discharged of debts, or the filing of any voluntary proceeding against Tenant under bankruptcy laws where Tenant consents and acquiesces thereto by pleading or by default. (d) Tenant's failure, within thirty (30) calendar days written notice thereof, to correct any breach or default of any of the terms, covenants, or conditions of this Lease. 18. TERMINATION Landlord may act to terminate this Lease immediately for cause, without notice, in the case of a failure by Tenant or anyone acting under or through Tenant to comply with the terms of this Lease, where such failure presents a clear and immediate danger to the public health, safety and welfare generally and/or to Airport operations and/or users. Tenant specifically waives any right Tenant may have under applicable law or this Lease to a three (3) -day or other period provided in Section 17, or otherwise, in which to cure any breach of this Lease, should Landlord elect not to provide such period for cure of Tenant's breach. Tenant may terminate with 30 -day written notice to Landlord and removal of all improvements and appurtenances that Landlord has NOT agreed in writing to accept. 19. REMEDIES (a) In the event of any Event of Default by Tenant, and in addition to any and all other rights and remedies of Landlord hereunder or provided by law, Landlord shall have the right to terminate this Lease and/or Tenant's possessory rights hereunder, to re-enter and keep possession of the Leased Premises, and except as otherwise provided herein, to remove all persons and property therefrom and store such property at Tenant's risk and for Tenant's account, and Tenant shall have no further claim thereon or hereunder. Landlord's re-entry or taking of possession of the Leased Premises shall not be construed as an election on Landlord's part to terminate the Lease unless Landlord shall have given written notice of such intention to Tenant. For so long as the Lease continues in effect, Landlord may enforce all of Landlord's rights and remedies hereunder, including without limitation the right to recover all Rent and other monetary payments as they become due. Landlord shall have the right to commence an action against Tenant for damages, injunction, and/or specific performance. (b) No remedy specified in this Section 19 shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be in addition to every other remedy provided hereunder or now or hereafter existing at law or in equity. The rights given hereunder to receive, collect or sue for any Rent or other monetary payments, or the enforce the terms of this Lease or prevent the breach thereof, or the exercise of any other right or remedy by Landlord shall not in any way affect, impair or toll Landlord's right to terminate Tenant's right of possession because of any Event of Default or breach of any of the covenants, provisions or conditions of this Lease beyond the applicable cure period. (c) No waiver of Landlord or default by Tenant of any of the Terms, covenants, or conditions hereof to be performed, kept, or observed by Tenant shall be construed to be or act as waiver by Landlord of any subsequent default of any of the terms, covenants, and conditions herein contained to be performed, kept, and observed by Tenant. 20. INDEMNITY To the maximum extent permitted by law, Tenant shall, at its own expense, indemnify, defend with counsel acceptable to Landlord, (which acceptance will not be unreasonably withheld), and hold harmless Landlord and its officers, officials, employees, agents and volunteers ("Indemnitees") from and against any and all alleged liability, loss, damage, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, civil penalties and fines, expenses and costs (including, without limitation, claims expenses, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature, whether actual, alleged or threatened, arising out of or in connection with the Lease and/or use of the Leased Premises and/or failure to comply with any of the terms of this Lease and/or termination of the Hangar Lease Agreement with PPTC, regardless of any fault or alleged fault of the Indemnitees. Tenant's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of Tenant's inability to evaluate Liability, or because Tenant evaluates Liability and determines that Tenant is not or may not be liable. Tenant must respond within 30 calendar days to any tender for defense and indemnity by the City, unless the time for responding has been extended by an authorized representative of Landlord in writing. In the event that Landlord must file responsive documents in a matter tendered to Tenant prior to Tenant's acceptance of tender, Tenant agrees to fully reimburse all costs, including but not limited to attorney's fees and costs and fees of litigation, incurred by Landlord in filing such responsive documents. 19 Notwithstanding the foregoing, to the extent this Lease is a "construction contract" as defined by California Civil Code Section 2783, as may be amended from time to time, Consultant's duty to indemnify under this provision shall not apply when to do so would be prohibited by California Civil Code Section 2782, as may be amended from time to time. 21. EMINENT DOMAIN It is expressly agreed by Landlord and Tenant that in the event eminent domain proceedings are undertaken by any governmental agency, other than the City, affecting the whole of the Airport, or any part thereof, which would adversely affect Tenant's interest hereunder, Landlord and Tenant shall each have the right to represent its respective interest and prosecute its respective claim, consistent with current eminent domain laws and procedures. No provision of this Lease is intended to give Tenant greater rights or remedies than Tenant would otherwise have under eminent domain law. 22. NATIONAL EMERGENCY In the event that a national emergency or a declaration by federal, state or county government causes a drastic curtailment of civilian aviation activities, Tenant shall be entitled to submit a request for reduction in Rent. Tenant shall be entitled to present facts and data to show that such a curtailment has taken place and that the curtailment has seriously affected Tenant's utilization of the Leased Premises. If such facts and data indicate that a reduction in Rent is warranted, then Landlord and Tenant shall agree to negotiate a reduction in Rent during the period of curtailment. 23. NOTICES Any and all notices to be given under this lease, or otherwise, may be served by enclosing the same in a sealed envelope addressed to the party intended to receive the same, at its address, and deposited in the United States Post Office as registered mail with postage prepaid. When so given, such notice shall be effective from the date of the mailing of the same. For the purpose thereof, unless otherwise provided in writing by the parties hereto, the address of the Landlord and the proper party to receive any such notices on its behalf is: City of Petaluma City Hall Post Office Box 61 Petaluma, CA 94953 Attention: City Manager and the address of the Tenant is: Mangon Aircraft, Inc. 501 Sky Ranch Drive Petaluma, CA 94954 Attention: Ron Mangon 24. SEVERABILITY If any term or portion of this Lease is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction to be void or unenforceable, the remaining provisions of this Lease shall continue in full force and effect. 25. ENTIRE AGREEMENT This Lease, including any Exhibits thereto, 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 Lease. 26. AMENDMENT This Lease may be amended only by a written instrument executed by authorized representatives of each Party. 27. GOVERNING LAW AND VENUE This Lease is and shall be enforced and interpreted under the State of California and the City of Petaluma. Any action to enforce or interpret this Lease shall be filed in the Superior Court of Sonoma County, California or, if cognizable therein, the Federal District Court for the Northern District of California. 28. CONSTRUCTION This Lease is the product of negotiation and compromise on the part of both Parties, who agree that, notwithstanding California Civil Code Section 1654, any uncertainty in this Lease shall not be construed against the drafter of the Lease. 29. NON -WAIVER The failure to enforce any provision of this Lease 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. 30. HEADINGS The headings used in this Lease are for convenience only and are not intended to affect the interpretation or construction of any provisions herein. 31. SURVIVAL All obligations arising prior to the expiration or termination of this Lease, including without limitation Tenant's indemnity obligation pursuant to Section 20, and any provisions of this Agreement allocating liability between Landlord and Tenant shall survive the expiration or earlier termination of this Lease. 21 32. NO THIRD PARTY BENEFICIARIES The Parties do not intend to create, and nothing in this Lease shall be construed to create, any benefit or right in any third parry. 33. ATTORNEYS' FEES In the event either Party hereto shall commence any legal action or proceeding by reason of the alleged failure of the other to perform or keep any term, covenant or condition of this Lease performed or kept, the Party prevailing in said action or proceeding shall be entitled to recover, in addition to its costs of suit, reasonable attorneys' fees as fixed by the court having jurisdiction. 34. TENANT'S AUTHORITY If Tenant is a corporation, each individual executing this Lease on behalf of Tenant represents and warrants that Tenant is qualified to do business in California and that he or she is duly authorized to execute and deliver this Lease on behalf of Tenant and shall deliver appropriate certification thereof if requested. If Tenant is other than a corporation, each individual executing this Lease on behalf of Tenant represents and warrants that he or she is duly authorized to execute this Lease on behalf of Tenant and that this Lease is binding on Tenant. Tenant agrees that the execution of any written consent hereunder, or any written modification or termination of this Lease, by any authorized agent of Tenant, shall be binding on Tenant. 35. EFFECTIVE DATE This Lease shall take effect on the effective date of appropriate action by the City Council of the City of Petaluma approving this Lease in the manner and form required by the City of Petaluma Charter, the Petaluma Municipal Code, and all applicable law or regulatory requirements. Upon the Effective Date, the Commencement Date of this Lease shall be. IN WITNESS WHEREOF, the parties hereto have set their hand the day and year first above written. LANDLORD — CITY OF PETALUMA TENANT — MANGON AIRCRAFT, INC. By: City Manager in 22 IN WITNESS WHEREOF, the parties hereto have set their hand the day and year first above written. LANDLORD — CITY OF PETALUMA By: City Manager ATTEST: City Cleric APPROVED: City Attorney /: ' ' �0 Airport Manager APPROVED: Department Director Risk Manager TENANT — MANGON AIRCRAFT, INC. 23 EXHIBIT A TO AGREEMENT (Attach legal description and diagram of the Leased Premises showing location of parking) 24 L, IT A TO A.GI2UIV ENT (Attach legal description and diagram of the Leased Promises showing location of parking) ExhibItA C, 25 EXHIBIT B MINIMUM INSURANCE REQUIREMENTS 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. Aviation General Liability coverage: a. Blanket contractual liability b. Broad form property coverage c. Personal injury d. Hanger Keepers Liability (may be required later if operations change, or if Aviation Insurance Industry standards change) e. Completed Operations f. Breach of Warranty Endorsement 2. Aircraft Liability 3. Automobile Liability. 4. Workers' Compensation insurance as required by the State of California and Employer's Liability insurance. 5. Such other insurance coverages and limits as may be required by the City of Petaluma. g. Minimum Limits of Insurance Lessee shall maintain limits no less than: 1. Aviation General Liability: $2,000,000; 26 2. Hanger Keepers Liability: $3,000,000 (if required). 3. Aircraft Liability: $1,000,000 4. Automobile Liability (if applicable): $1,000,000 per accident for bodily injury and property damage. 5. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. Bodily Injury by Disease - $1,000,000 each employee. 6. Such other insurance coverages and limits as maybe required by the City of Petaluma. C. Deductibles and Self -Insured Retentions 1. 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, claims administration and defense expenses. 2. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR maybe satisfied by either the named insured or the City of Petaluma. The City of Petaluma reserves the right to obtain a full certified copy of any insurance policy and endorsement. Failure to exercise this right shall not constitute a waiver of right to exercise later. Other Insurance Provision Requirements Additional Insured Requirements: 1. The required general liability and automobile policies are to contain, or be endorsed to contain the following provisions: a. The City of Petaluma, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects alleged: 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; or automobiles owned, leased, hired or borrowed by the Lessee. The coverage shall contain no special limitations on the scope of protection afforded to the City of Petaluma, its officers, officials, employees, agents or volunteers. 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, its officers, officials, employees, agents or volunteers. 27 c. The Lessor'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. d. Lessee shall furnish properly executed Certificates of Insurance from insurance companies acceptable to the City of Petaluma and signed copies of the specified endorsements for each policy prior to commencement of work under this agreement. Such documentation shall clearly evidence all coverages required above including specific evidence of separate endorsements naming the City of Petaluma and shall provide that such insurance shall not be materially changed, terminated or allowed to expire except after 30 days prior written notice by certified mail, return receipt requested, has been filed with the City Clerk. Lessee shall replace such certificates for policies expiring prior to expiration under this agreement. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. Completed Operations Lessee shall maintain insurance as required by this contract to the fullest amount allowed by law and shall maintain insurance for a minimum of five years following the completion of this lease. In the event the Lessee fails to obtain or maintain completed operations coverage as required by this agreement, the City of Petaluma at its sole discretion may purchase the coverage required and the cost will be paid by the Lessee. Cross -Liability The Liability policy shall include a cross -liability or severability of interest endorsement. Failure to Maintain Insurance Coverage If Lessee, for any reason, fails to maintain insurance coverage, which is required pursuant to this agreement, the same shall be deemed a material breach of contract. The City of Petaluma, at its sole option, may terminate this agreement and obtain damages from the Lessee resulting from said breach. Alternatively, the City of Petaluma may purchase such required insurance coverage, and without further notice to Lessee, the City of Petaluma may deduct from sums W'? due to Lessee any premium costs advanced by the City of Petaluma for such insurance. Primary and Non -Contributory For any claims related to this project, the Lessor'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, its officers, officials, employees, agents or volunteers shall be excess of the Lessor's insurance and shall not contribute with it. The additional insured coverage under the Lessor's policy shall be "primary and non- contributory" and will not seek contribution from the City of Petaluma's insurance or self-insurance and shall be at least as broad as CG 20 0104 13. Subrogation Waiver Lessee agrees to waive subrogation rights against City of Petaluma regardless of the applicability of any insurance proceeds, and to require all Lessees, sub- lessees or others involved in any way with the services to do likewise. INSURANCE REMINDER THE CITY OF PETALUMA'S INSURANCE DOES NOT COVER ANY OF LESSEE'S PERSONAL PROPERTY, INCLUDING AIRCRAFT 29 Attachment 3 Exhibit B to Resolution AMENDMENT NO. ONE TO HANGAR LEASE AGREEMENT This Amendment No. One to Hangar Lease Agreement ("Amendment") is made and entered into this day of , 201, by and between the CITY OF PETALUMA, a municipal corporation ("City"), and PETALUMA PILOT TRAINING CENTER, INC., a California corporation ("Lessee"). RECITALS WHEREAS, Section 46 of the Charter of the City of Petaluma requires that specified actions for the acquisition, sale, or lease of real property be taken by Ordinance; and, WHEREAS, Chapter 16.06 of the Petaluma Municipal Code governing Airport Leases was enacted in satisfaction of Section 46 of the City Charter ordinance requirement concerning leases to Petaluma Airport property; and WHEREAS, Section 16.06.200 of Chapter 16.06 provides that the City Council may approve ground leases and specialized leases by resolution and Section 16.06.300 of Chapter 16.06 provides that the City Manager may execute on behalf of the City Airport lease agreements approved by the City Council by resolution; and WHEREAS, the City owns and operates the Petaluma Municipal Airport located at 601 Sky Ranch Drive, Petaluma, CA. , which has been improved with various facilities; and WHEREAS, Lessee has entered into a ground lease agreement ("Ground Lease") with the City to a portion of the City Airport located at 501 Sky Ranch Drive which the Lessee has improved with facilities Lessee has operated to provide aircraft maintenance and related services, aircraft parts sales and retail sales of aircraft, and flight school services, and such Ground Lease has been amended from time to time in support of Lessee's operations at the City Airport; and WHEREAS, City -owned improvements at the City Airport include hangars designated as Hangars 18B and 181); and WHEREAS, on March 26, 2015, Petaluma Pilot Training Center, Inc., a California Corporation and subsidiary of Lessee, ("PPTC") entered into an agreement with the City pursuant to Petaluma Municipal Code Chapter 16.06 to lease Hangar 18B for aircraft storage; and WHEREAS, on January 12, 2015, Lessee submitted an application requesting that it be allowed to offer flight instruction and aircraft rental at Hangar 18D and Lessee currently desires to move its flight instruction and aircraft rental operations from its facilities at 501 Sky Ranch Drive to Hangar 18D; and 30 WHEREAS, Hangar 18D is located in an area of the City Airport zoned Aviation Commercial in which Lessee's proposed flight instruction and aircraft rental operations are a permitted use; and WHEREAS, upon relocation of Lessee's flight instruction and aircraft rental operations to Hangar 18D, Lessee will no longer have need of Hangar 18B, and accordingly PPTC would like to terminate the hangar lease between PPTC and the City to Hangar 18B; and WHEREAS, because relocation of Lessee's flight instruction and aircraft rental operations to Hangar 18D is not intended to result in an expansion of use, Lessee and the City have agreed to amend the Ground Lease revising the permitted uses under the Ground Lease to exclude flight instruction and aircraft rental operations, so long as such operations are occurring pursuant to the Hangar Lease to Hangar 18D, and Amendment Number Three (3) to the Ground Lease has been prepared to delete flight instruction and aircraft rental from the permitted uses pursuant to the Ground Lease; and WHEREAS, the City Council has on March 5, 2018, adopted Resolution no. 2018- Approving a Commercial Lease Agreement between Mangon Aircraft, Inc., and the City to Hangar 18D Located at the Petaluma Airport for Operation of a Flight School and Related Aircraft Storage, Approving Amendment 1 to the Lease Agreement between Petaluma Pilot Training Center, Inc., and the City to Hanger 18B to Terminate that Lease Agreement, and Approving Amendment 3 to the Ground Lease Agreement between Mangon Aircraft, Inc. and the City of Petaluma to Delete Flight School Operations as a Permitted Use under that Lease; and NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Lessee enter into this Amendment. AGREEMENT 1. Termination: The Parties hereby agree to terminate the Lease immediately upon execution of this Amendment by all parties. The Lessee's obligations as set forth in section 14 of the Lease shall survive termination. 2. Waiver of Notice: The Parties hereby waive their right to any applicable notice as set forth in section 6 of the Lease, or under any applicable law. 3. Release. Upon termination of this Agreement, Lessee may be or may become eligible to receive compensation, reimbursement, assistance, including, but not limited to, the fair market value of real and personal property, loss of goodwill, loss of profits, actual and reasonable expenses for moving a business, loss of tangible real property as a result of moving the business, expenses incurred in searching for replacement site for the business, expenses to reestablish at the new site, "in -lieu payments" and other such benefits (collectively, "Benefits") under the California 31 Relocation Assistance Act (Government Code, § 7260, et seq,), Title 25 of the California Code of Regulations, Article I, § 19 of the California Constitution, the California Eminent Domain Law (Civil Procedure Code, § 1230.010, et seq.) or other similar local, state, or federal statute, ordinance, regulation, rule, or decisional law (collectively "Compensatory Laws"). Lessee further acknowledges that it has received Rill and fair compensation of all Benefits Lessee is or might be or might become entitled to recover from City as a result of, or in any way related to, the Lease, the leased premises, the execution of this Amendment, and the subsequent expiration or termination of the Lease. Therefore, being fully informed of and understanding the acknowledgements made herein and of Lessee's rights or potential rights to benefits under the Compensatory Laws, Lessee hereby expressly and unconditionally waives, and releases City from, any and all rights of Lessee to claim, demand, sue for, or receive any Benefits which Lessee is or might be or might become entitled to recover from City as a result of, or in any way related to the Lease or leased premises, the execution of the Amendment, and the subsequent expiration of or termination of the Lease. The City acknowledges and agrees that the release and waiver set forth in this paragraph is material consideration for City entering into this Amendment, and into the Agreement with Mangon for Hangar 18B for purposes of flight instruction and training of personnel in flight operations, and that but for this release and waiver, City would not have entered into this Amendment or the Agreement with Mangon for Hangar 18B. By releasing and forever discharging the claims described herein, Lessee expressly waives any rights under California Civil Code section 1542, which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of the date first written above. CITY OF PETALUMA TENANT — MANGON AIRCRAFT, INC. e 2tL��--D- 1 City Manager ATTEST: City Clerk 32 APPROVED AS TO FORM: City Attorney APPROVED: Department Director APPROVED: Risk Manager APPROVED: Finance Director 33 Attachment 4 Exhibit C to Resolution AMENDMENT NO. THREE TO LEASE AGREEMENT PETALUMA MUNICIPAL AIRPORT This Amendment No. Three to Lease Agreement ("Amendment") is made and entered into this day of , 201_, by and between the CITY OF PETALUMA, a municipal corporation ("Lessor" or "City"), and MANGON AIRCRAFT, INC., a California corporation ("Lessee"). RECITALS WHEREAS, Section 46 of the Charter of the City of Petaluma requires that specified actions for the acquisition, sale, or lease of real property be taken by Ordinance; and, WHEREAS, Chapter 16.06 of the Petaluma Municipal Code governing Airport Leases was enacted in satisfaction of Section 46 of the City Charter ordinance requirement concerning leases to Petaluma Airport property; and WHEREAS, Section 16.06.200 of Chapter 16.06 provides that the City Council may approve ground leases and specialized leases by resolution and Section 16.06.300 of Chapter 16.06 provides that the City Manager may execute on behalf of the City Airport lease agreements approved by the City Council by resolution; and WHEREAS, the City owns and operates the Petaluma Municipal Airport located at 601 Sky Ranch Drive, Petaluma, CA, which has been improved with various facilities; and WHEREAS, Lessee has entered into a ground lease agreement ("Ground Lease") with the City to a portion of the City Airport located at 501 Sky Ranch Drive which the Lessee has improved with facilities Lessee has operated to provide aircraft maintenance and related services, aircraft parts sales and retail sales of aircraft, and flight school services, and such Ground Lease has been amended from time to time in support of Lessee's operations at the City Airport; and WHEREAS, City -owned improvements at the City Airport include hangars designated as Hangars 18B and 181); and WHEREAS, on March 26, 2015, Petaluma Pilot Training Center, Inc., a California Corporation and subsidiary of Lessee, ("PPTC") entered into an agreement with the City pursuant to Petaluma Municipal Code Chapter 16.06 to lease Hangar 18B for aircraft storage; and WHEREAS, on January 12, 2015, Lessee submitted an application requesting that it be allowed to offer flight instruction and aircraft rental at Hangar 18D and Lessee 34 currently desires to move its flight instruction and aircraft rental operations from its facilities at 501 Sky Ranch Drive to Hangar 181); and WHEREAS, Hangar 18D is located in an area of the City Airport zoned Aviation Commercial in which Lessee's proposed flight instruction and aircraft rental operations are a permitted use; and WHEREAS, upon relocation of Lessee's flight instruction and aircraft rental operations to Hangar 18D, Lessee will no longer have need of Hangar 1813, and accordingly PPTC would like to terminate the hangar lease between PPTC and the City to Hangar 1813; and WHEREAS, because relocation of Lessee's flight instruction and aircraft rental operations to Hangar 18D is not intended to result in an expansion of use, Lessee and the City have agreed to amend the Ground Lease revising the permitted uses under the Ground Lease to exclude flight instruction and aircraft rental operations, so long as such operations are occurring pursuant to the Hangar Lease to Hangar 18D, and Amendment Number Three (3) to the Ground Lease has been prepared to delete flight instruction and aircraft rental from the permitted uses pursuant to the Ground Lease; and WHEREAS, the City Council has on March 5, 2018, adopted Resolution no. 2018- Approving a Commercial Lease Agreement between Mangon Aircraft, Inc., and the City to Hangar 18D Located at the Petaluma Airport for Operation of a Flight School and Related Aircraft Storage, Approving Amendment 1 to the Lease Agreement between Petaluma Pilot Training Center, Inc., and the City to Hanger 18B to Terminate that Lease Agreement, and Approving Amendment 3 to the Ground Lease Agreement between Mangon Aircraft, Inc. and the City of Petaluma to Delete Flight School Operations as a Permitted Use under that Lease; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee enter into this Amendment. AGREEMENT 1. This Amendment shall incorporate by reference all of the foregoing recitals. 2. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Ground Lease. 3. Section 6(a) of the Ground Lease, as amended by Section 3 of Amendment No. 2 is hereby further amended to delete "the training of personnel in such operations; flight instruction and". 9 4. Section 4 of Amendment No. 2 shall be amended to delete the phrase "All flight instruction" from the beginning of the section. 5. Flight instruction, aircraft rental in such operations shall be prohibited on the Premises. 6. To the extent of a conflict between the terms and condition of the Ground Lease, and its subsequent Amendments thereto, the terms and conditions of this Amendment No. 3 shall prevail. 7. In the event that the Commercial Lease between Lessee and the City for Hangar 18D, is terminated for any reason or expires, and the Ground Lease, and any amendments thereto, is then in effect, then immediately and without further action of the parties or approval of any governmental body, and without the need for any further ordinance, this Amendment 3 to the Ground Lease shall automatically be rescinded, terminate and cease to be in effect and the provisions of the Ground Lease and any amendment thereto further amended or deleted pursuant to this Amendment 3 shall be revived and be in full force and effect as if they had never been amended or deleted pursuant to this Amendment 3. The parties understand and agree that the purpose of this provision is to restore flight school and aircraft rental operations as permitted uses under the Ground Lease in the event that the Commercial Lease between Lessee and the City for the use of Hangar 18D terminates or expires and the Ground Lease continues. To the extent reasonably requested by either party, each party agrees to execute any document necessary to give full effect to the purposes and intent of this provision without modification. 8. All other provisions of the Ground Lease shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of the date first written above. CITY OF PETALUMA TENANT — MANGON AIRCRAFT, INC. City Manager ATTEST: City Clerk 36 APPROVED: Department Director APPROVED: Risk Manager APPROVED: Finance Director 37 r POST OFFICE Box 61 PETALUIWA, CA 94953-0061 Attachment 5 David Glass Mayor April 2, 2015 Chris Albertson Teresa Barrett Mike Healy RE- Expanded Justification for Class I Exemption Gabe Kearney Dave King Commercial Lease Agreement Airport Hangar 18B � P � Kathy Miller 601 Sky Ranch Road Cozmcilmembers Petaluma, CA The proposed Commercial Lease Agreement between the Petaluma Municipal Airport and Petaluma Pilot Training Center. (project) meets the conditions for the Existing Facilities exemption 'pursuant to Section 15301 of the State California Environmental Quality Act (CEQA) Guidelines, Specifically, the project qualifies for a CEQA exemption for the following reasons: ® The proposed project is consistent with the General Plan land use designation and complies with the established zoning regulations; 6 The project is a permitted use at the Petaluma Municipal Airport; ® Leasing of and minor alternations to the Petaluma Municipal Airport is Public Works & utilities identified as an example of appropriate CEQA exemptions in the City's Environmental Review Guidelines; City Engineers II English Street ® The site is void of natural veg etation and there is no habitat that would Petaluma, CA 94952 support endangered, rare or threatened species; Phone (707) 778-4303 Fax (707) 776-3602 The project would not result in an significant effects relating to ° l� 1 y g E -Mail: traffic, noise, air quality, or water quality; publicivorksC i There are no exceptions that would preclude application of the cipetaltutta.cazts exemption; and 6 The project is adequately served by all required utilities and public Parks & Building services, Maintenance 840 Hopper St. Ext. Petaluma, CA 94952 Mangon Aircraft Inc. currently stores and rents aircrafts as well as operates the Phone (707) 778-4303 Petaluma Pilot Training Center (PPTC) at the City's Municipal Airport located at .Fax (707) 778-4437 501 Sky Ranch Road, Mangon maintains a fleet of small aircrafts including Cessna 150M, 172M Skyhawk and 172SM, which are generally described as four Transportation Services seat, .single engine fixed wing crafts, The PPTC typically operates the flight 555 1v McDowell Blvd school between the hours of 8 am and 5 pm seven days per week. Petahrma, CA 94954 Phone (707) 778-4427 Fax (707) 776-3799 In order for students to qualify for their pilot license; there is a requirement to log a specified number of hours in the air including a portion during the evening hours. For aviation purposes, the evening hours are generally considered to be Utilities & Field Operations anytime from 1, hour before sunset until 1 hour after sunrise. As such, PPTC 202 McDowell Blvd Petaluma, CA 94954 periodically schedules evening flights as part of the training process. Phone (707) 778-4546 Fax (707) 778-4508 E -Mail: publicivoiksCa ripe a unta.ca.us Class I Exemption Justification for Petaluma Pilot Training Center Lease Agreement There are up to four flight school instructors that are currently employed by PPTC and qualified to conduct classes and flight training. Two are full time employees and two are part time employees. The existing flight school prepares students for pilot certification. The final test prior to receiving certification requires a flight accompanied by an authorized representative of the Federal Aviation Administration (FAA). The current activities of the Petaluma Pilot Training Center average 30 flights per week and provide training to 25 active students. Mangon also operates an Aircraft Service & Repair shop at the Petaluma Airport. The proposed project would not change any of the existing lease specifications that govern activities associated with the Service and Repair shop. The Repair component of Mangon's business will be retained and continue to operate in the same manner as the existing condition. The subject project will result in the relocation of the Petaluma Pilot Training Center from 501 Sky Ranch Road to Hangar 18B. Hanger 18B will also be used for the storage and rental of aircrafts in accordance with the specification of the lease for fixed base operations. Airport Location Petaluma Municipal Airport is located at the northeastern most edge of the city, near the City limit boundary. A majority of the land north, east and west of the airport is agricultural, golf course (Rooster Run), or is dedicated parks and open space land. Residential development abuts the southern portion of the airport property. a) The project is consistent with the applicable General Plan Designation, applicable policies and applicable zoning designation and regulations. The project site, at the Petaluma Municipal Airport, is designated Public/Semi Public per the 2025 General Plan Land Use and is zoned Planned Community District (PCD). The Petaluma Municipal Airport Planned Community District establishes the zoning regulations with the purpose of promoting safe and efficient air travel services while minimizing impacts on adjacent land uses. The PCD zoning establishes five subzones including operations, aircraft storage, commercial aviation, commercial, and approach protection. The proposed relocation for the Petaluma Pilot Training Center is to Hanger IBB, which is within the Commercial Aviation Subzone. This subzone specifically allows for aviation schools (Item 5 of the principal uses permitted, Exhibit A Ordinance No. 1608). As a currently operating flight school relocating from one area of the airport to another, the proposed project will not substantially change the use of the site, Rather, the project would relocate an existing and established use from one airport hangar to another, The project will retain the existing aesthetic of the established hanger, but will introduce signage noting the presence of the flight school. The PCD zoning regulations include provisions for signage in accordance with the design guidelines. 39 Class I Exemption Justification for Petaluma Pilot Training Center Lease Agreement As proposed, the project is consistent with the overall intent of the General Plan and zoning requirements. b) The project site has no value as habitat for endangered, rare or threatened species. The Municipal Airport is currently developed and consists of runways, driveways, parking areas, a series of hangers, aircraft fueling and storage facilities including repair, maintenance and rentals, as well as ancillary commercial components such as the Two-Niner Diner. Land within the Airport area is dominated by pavement, parking stalls, sidewalks, and a limited amount of ornamental landscaping. There are no natural communities or other such habitat that would support endangered, rare or threatened species at the location of Hangar 18B or in the immediate project vicinity. Thus, the project location has no habitat value. c) Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality. The following discussion described the project as it related to traffic, noise, air quality and water quality concerns: Traffic The existing and established activities associated with the currently operating Petaluma Pilot Training Center will remain. The project will result in the relocation of the training school from one existing hanger to another. There are no proposed or anticipated increases to student enrollment or demand. The current traffic volumes generated by the PPTC include trips to the airport by students and flight instructors. The project will not increase traffic or otherwise alter traffic and circulation on Petaluma roadways. At the airport, internal circulation will also remain as the existing condition, with the exception that vehicles headed to the PPTC will now be directed to Hangar 18B rather than 501 Sky Ranch Road. The access driveway and parking area at Hangar 18B are fully improved with paving, curb, gutter and striping. There are no proposed changes to the drive aisles or parking area proximate to Hangar 18B nor are any warranted. The relocation of the PPTC will have a negligible affect on traffic and circulation. As the number of flight instructors will remain the same, and there is no increase in capacity there will not be an increase in the number of vehicles at the Airport. As such, any increase in traffic generation is expected to be negligible and there would be no significant impacts related to traffic. Noise The existing PPTC will continue to offer pilot certification for various Federal Aviation Administration ratings at the Petaluma Municipal Airport. Noise at the Airport is predominantly generated by aircraft operations including take off and landing, as well as by vehicles, doors, horns and car alarms. The relocation of the flight school from one hanger to another will not generate noise that exceeds the noise level already present on the site. There are no changes in the proposed lease that would introduce substantial new noise sources relative to the existing condition. FI d Class I Exemption Justification for Petaluma Pilot Training Center Lease Agreement Air Quality There are no elements of the project that would generate air quality emissions beyond what are currently generated by the existing PPTC. The new lease would authorize activities to occur from Hangar 18B, but would not substantially increase the number of flights, alter the operating hours, or otherwise introduce a use that would result in air quality emissions. There are no aspects of the project that would increase vehicles trips, create additional demand fro energy or water supplies or otherwise require an expansion of energy expenditure. Any increase in the electricity use at Hanger 18B would be negligible. Therefore, the net project emissions would result in a negligible change relative to the existing condition. Water quality . The project does not propose any changes to the existing drainage such that flows would be redirected and water quality impacted. The amount of impervious surfaces at the Petaluma Airport and proximate to Hangar 18B would remain consistent with the existing condition. Thus, the project would have no effect on water quality. d) The project has been reviewed by City Staff, and can be adequately served by all required utilities and public services. The project is located in an urbanized area within the Urban Growth Boundary and is well served by existing utilities and public services. Relative to the existing condition there will be a negligible change in the demand for water, wastewater, stormdrain facilities and police and fire protection as a result of the proposed project. No new utilities or services will be needed due to the project, as sufficient capacities are currently available. Thus, there would be no impacts due to utilities and public services resulting from the project. Review of Exceptions to Exemption It has been further considered whether or not the project is subject to any of the exceptions outlined in CEQA Guidelines Section 15300.2, An exemption would be prohibited pursuant to Section 15300.2 if any of the following circumstances were found to exist: a) certain classes of projects (Classes 3, 4, 5, b and 1.1) due to location where the project may impact an environmental resource or hazardous or critical concern. As a Class 1 exemption, Section 15300,2(a) does not apply to the existing facilities exemption, b) when the cumulative impact of successive projects of the same type in the same place, over time, is significant. There is no indication that successive projects allowing for new or additional flight schools will be, introduced at the Airport in the future. The Petaluma Municipal Airport has sufficient capacity to support expanded use without resulting in a significant impact, 1n any event, new activities and uses at the Airport require authorization from the City via execution and. adherence to a lease agreement, 41 4 Class I Exemption Justification for Petaluma Pilot Training Center Lease Agreement In the event that demand increases for flight training such that successive projects are proposed, each project would be reviewed on a case-by-case basis to assess the potential for cumulative impacts. The provisions set forth in fixture lease agreement would provide a mechanism to ensure that cumulative impacts of successive projects are avoided. Thus, the project does not introduce a potential for cumulative impacts. c) where there is a reasonable possibility that the activity will have a significant effect on the environment due to unusual circumstances. There is no expectation that the project would have a significant effect on the environment resulting from unusual circumstances. The proposed project involves the negligible change of relocating an existing use from one hangar to another existing hanger at the Petaluma Municipal Airport. As a fully improved and developed area, there are no known unusual circumstances such as geotechnical, -hydrological, archeological or biological conditions that would be affected. Therefore, no significant effects generated by the presence of unusual circumstances would result from the proposed project. d) where the project may result in damage to scenic resources, including but not limited to, trees, historic buildings, rock outcroppings, or similar resources, within a highway officially designated as a state scenic highway. Section. 15300.2(d) is not applicable; the project is not located in the vicinity of a State Designated Highway, nor is it located in the vicinity of a locally recognized or designated Scenic Corridor, e) where the project is located on a state designated hazardous waste site. Section 15300.2 is not applicable as the project site is not located on a State designated hazardous waste site. fi where the project may cause a substantial adverse change in the significance of a historical resource. Section 15300.2 is not applicable as there are no historical resources that would be affected by the proposed lease agreement. 42