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HomeMy WebLinkAboutOrdinance 2665 N.C.S. 09/17/20181 2 3 4 5 6 7 8 9 10 EFFECTIVE DATE ORDINANCE NO. 2665 N.C.S. OF ORDINANCE October 18, 2018 Introduced by Seconded by Mike Healy Gabe Kearney ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA APPROVING AN AIRPORT HANGAR GROUND LEASE WITH GOLDEN STATE LUMBER WHEREAS, the City of Petaluma owns that certain real property known as the Petaluma Municipal Airport ("Airport"); and WHEREAS, the City deems it advantageous to Airport operations to lease to Golden State Lumber ("Lessee") certain Airport land, together with certain rights and interest therein; and WHEREAS, Section 46 of Article VII of the Petaluma City Charter provides, in pertinent part, that no City action providing for the sale or lease of real property having a value of $3,000 or more may be taken except by ordinance or pursuant to a general law of the State; and WHEREAS, Section 75 of Article XI of the Petaluma Charter provides in pertinent part that leases of City property must reserve to the City adequate compensation for the privilege conferred and that lease terms may not exceed an initial period of fifty years with the option to renew for an additional twenty-five years; and WHEREAS, Lessee has used and desires to continue using certain land at the Airport for the construction and/or operation of a Lessee -owned hangar thereon for the storage of aircraft owned or leased by Lessee and used for aviation -related purposes; and WHEREAS, Lessee has been assigned an Airport ground lease on two Airport parcels in accordance with a lease agreement dated October 24, 1988, originally between the City and Peter Pfendler as lessee ("Original Lease"), which Original Lease will by its terms expire on October 31, 2018; and WHEREAS, Lessee assumed its obligations under the Original Lease on August 7, 2007, pursuant to an Assignment and Assumption of Lease agreement; and WHEREAS, the Original Lease grants Lessee an option to extend the Original Lease for an additional 10 -year period, which option, if exercised, would extend the Original Lease until October 31, 2028; and 42 43 WHEREAS, City and Lessee have agreed that it is preferable to substitute for the Original 44 Lease a modern Airport ground lease agreement consistent with City's current Airport use 45 agreements to preserve Lessee's rights under the Original Lease, extend the term of the Lessee's Ordinance No. 2665 N.C.S. Page 1 use of Airport Parcels A and B to accommodate the useful life of a new aircraft Lessee is acquiring, and to obtain benefits for both Lessee and City under a modern lease document; NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PETALUMA AS FOLLOWS: Section 1. Approval of Lease. In accordance with Section 46 of Article VII of the Petaluma City Charter and other applicable law, the lease agreement between the City of Petaluma and Golden State Lumber that is attached to and is hereby made a part of this ordinance as Exhibit A is hereby approved, and the City Manager is hereby authorized and directed to execute on behalf of the City a lease agreement with Golden State Lumber that is substantially in accordance with that attached as Exhibit A and is approved as such by the City Attorney. Section 2. Severability. If any section, subsection, sentence, clause, phrase or word 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 or otherwise invalid. Section 3. Effective Date. This ordinance shall become effective thirty (30) days after the date of its adoption by the Petaluma City Council. Section 4. Posting/Publishing of Notice. 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 other applicable law. INTRODUCED, and ordered posted/shed, this 10th day of September 2018. 31 ADOPTED this 171h day of September 2018, by the following vote: 32 33 Ayes: Albertson, Barrett, Mayor Glass, Vice Mayor Healy, Kearney, King, Miller 34 Noes: None 35 Abstain: None 36 Absent: None 37 ATTEST: Claire Cooper, City Clerk f 1 I David Glass, Mayor APPROVED AS TO FORM: Ordinance No. 2665 N.C.S. Page 2 Exhibit A GROUND LEASE AGREEMENT WITH GOLDEN STATE LUMBER FOR PRIVATE HANGAR IMPROVEMENTS ON PETALUMA AIRPORT PARCELS A AND S This Ground Lease Agreement ("Agreement") is made and entered into this day of , 20 , by and between the City of Petaluma, hereinafter referred to as "City" and Golden State Lumber, California Corporation No. C1282231, 855 Lakeville St., Ste 200, Petaluma, CA, 94952, hereinafter referred to as "Lessee." For purposes of this Agreement City and Lessee are collectively referred to as the Parties. WHEREAS, City owns that certain real property known as the Petaluma Municipal Airport ("Airport"); and WHEREAS, City deems it advantageous to Airport operations to lease to Lessee certain Airport land described herein, together with certain rights and interest therein; and WHEREAS, Section 46 of Article VTI of the Petaluma City Charter provides, in pertinent part, that no City action providing for the sale or lease of real property having a value of $3,000 or more may be taken except by ordinance or pursuant to a general law of the State; and WHEREAS, Lessee has used and desires to continue using certain land at the Airport for the construction and/or operation of a Lessee -owned hangar thereon for the storage of aircraft owned or leased by Lessee and used for aviation -related purposes, as further described herein; and WHEREAS, Lessee has been assigned an Airport ground lease on two Airport parcels in accordance with a lease agreement dated October 24, 1988, originally between the City and Peter Pfendler as lessee ("Original Lease"), which Original Lease will by its terms expire on October 31, 2018, and is attached as Exhibit E and incorporated herein by this reference; and WHEREAS, Lessee assumed its obligations under the Original Lease on August 7, 2007, pursuant to an Assignment and Assumption of Lease agreement, attached as Exhibit F and incorporated herein by this reference; and WHEREAS, the Original Lease grants Lessee an option to extend the Original Lease for an additional 10 -year period, which option, if exercised, would extend the Original Lease until October 31, 2028; and WHEREAS, City and Lessee have agreed that it is preferable to substitute for the Original Lease a modern Airport ground lease agreement consistent with City's current Airport use agreements to preserve Lessee's rights under the Original Lease, extend the term of the Lessee's use of Ordinance No. 2665 N.C.S. Page 3 Airport Parcels A and B to accommodate the useful life of a new aircraft Lessee is acquiring, and to obtain benefits for both Lessee and City under a modern lease document; NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement, the parties hereby agree as follows: 1. Lessee Information. The Lessee shall fully complete Exhibit A, "Petaluma Airport Lessee Fact Sheet," a copy of which is attached hereto, describing Lessee's aircraft and hangar facilities. The completed Exhibit A shall be a part of this Agreement and is incorporated herein by this reference. 2. Grant of Premises Lease. City leases to Lessee and Lessee accepts from City, in accordance with the terms of this Agreement, the right to use Airport Parcels A and B, as further described in Exhibit D which is attached to and incorporated herein by this reference, (the "Premises"), solely for the permitted uses as defined in provision 6 of this Agreement. The parties may mutually agree to relocate Lessee's aircraft described in Exhibit A and related items and activities to another ground space at the Airport ("the Substituted Premises") by completing and executing revised Exhibits A and D and a Substitution of Premises form prepared by City. The revised Exhibits A and D and Substitution of Premises form, when executed by City and Lessee, shall be attached to this Agreement and shall constitute an amendment to this Agreement. 3. Lease Term. The term of this Agreement shall be thirty (30) years, commencing on November 1, 2018 and expiring on October 31, 2048 ("Term"), unless the Parties by mutual agreement modify the Agreement Term by amendment in accordance with provision 21 of this Agreement 4. Lease Payments. a. Lease payments shall be the sum specified in Exhibit C, which is attached to and incorporated herein by this reference, per year, payable in advance, in semi- annual installments covering each six (6) month period of the Term ("Lease Payments"). The City shall send billing for such semi-annual payment thirty (30) days prior to the due date. Lease Payments shall be made payable to the City of Petaluma at Post Office Box 61, Petaluma, California 94953. Lease Payments shall be deemed delinquent if not received by City within twenty (20) days after the due date. Upon delinquency, the Lease Payment due will automatically increase by an additional 10 percent as liquidated damages for each six (6) month period or portion of a six (6) month period that the Lease Payment is delinquent. If the full amount of delinquent Lease Payments, including all liquidated damages, are not brought current within thirty (30) days of the day Lease Payments under the Agreement first became delinquent, the City may, in addition to other remedies available to the City, on notice to the Lessee: take immediate Ordinance No. 2665 N.C.S. Page 4 action for collection, refer and/or assign the delinquent Lease Payments to a collection agency, commence a small claims or other action to recover delinquent Lease Payments, terminate this Agreement for cause in accordance with provision 8(b), below, and/or deduct unpaid Lease Payments from the Security Deposit in accordance with provision 6 below. Lessee agrees that City's costs incurred to recover delinquent Lease Payments, including, but not limited to, reasonable attorneys' fees and the cost of staff time, will be added to the Lease Payment then due and recoverable by City as liquidated damages. b. During the first ten (10) year period of the Agreement Term, Lease Payments due under this Agreement shall be adjusted on November 30 in the first year of each five-year period by adjusting the Lease Payment applicable to the immediately preceding five years by the increase in the Bureau of Labor Statistics Cost of Living Index — San Francisco — Oakland all items for the preceding five years. The resulting Lease Payment shall apply to the immediately following five (5) year period of the Agreement Term. Accordingly, the Lease Payment amount specified in Exhibit C will be adjusted on November 30, 2018 using the Lease Payment amount due for the prior five (5) years under the Original Lease, adjusted by the Cost of Living Index in accordance with this provision for that same period. The Lease Payment due under this Agreement will be adjusted again in accordance with this provision effective November 30, 2023 and again effective November 30, 2028. After the initial ten-year period of the Agreement Term, commencing on October 1, 2029, Lease Payments due under the Agreement shall be adjusted in accordance with this provision on an annual basis. Commencing on or before November 1, 2018, notice shall be provided to Lessee regarding adjusted Lease Payments due at least thirty (30) days in advance of the new Lease Payment effective date and in accordance with applicable law. 5. Security Deposit. Lessee shall post a security deposit with City in an amount equal to 1/2 of the semi-annual Lease Payments due October 1, 2018 at the time of execution of this Agreement. Lessee shall return the Premises to City at the expiration or termination of this Agreement in the same condition as at the beginning of the Agreement term, normal wear and tear excepted. In the event repairs are necessary to restore the Premises to the same condition as at the beginning of the Agreement term, normal wear and tear excepted, City may deduct any and all repair costs, including, but not limited to, staff time or administration costs, from the security deposit. The City shall not be required to consider the security deposit as payment of first and last month's lease payment, but City may at its sole option, deduct any unpaid Lease Payments from the security deposit, either prior to or after deduction of any amounts needed for repairs. Any security deposit balance remaining after all repair costs and/or other deductions permitted under this Agreement shall be refunded to Lessee following the expiration or termination of this Agreement. No interest will be payable on the security deposit. If the security deposit balance is insufficient to cover the cost of repairing the Premises and/or unpaid Lease 3 Golden State Lumber Ground Lease 8-29-18 Draft Page_8_ Ordinance No. 2665 N.C.S. Page 5 Payments pursuant to this provision, Lessee shall promptly remit to the City the repair costs and/or Lease Payments in excess of the security deposit upon receipt of the City's invoice for such costs and/or payments. 6. Permitted Use. Permitted use of the Premises pursuant to this Agreement is limited to the operation, use and maintenance of the Lessee -owned private hangar improvements on the Premises at the Airport and use, storage and maintenance of Lessee's aircraft described in Exhibit A, and related supply and equipment storage. Aircraft in which Lessee has an ownership interest, as documented in FAA Aircraft Registration forms, or aircraft leased by Lessee, may be listed in Exhibit A and stored in the Premises pursuant to this Agreement. If Lessee leases the airplane listed in Exhibit A, Lessee shall provide lease documentation evidencing Lessee's right to use and store said aircraft. No other use by Lessee, including, but not limited to, use of the Premises by the general public or persons other than the Lessee and Lessee's invitees, except in conjunction with Lessee's permitted use, or storage of aircraft other than the aircraft described in Exhibit A may be conducted on the Premises. The City may treat any use of the Premises by Lessee that is not a permitted use as a material breach of this Agreement subject to termination for cause in accordance with provision 8(b). Lessee may display for -sale signs on the Premises for the sale of Lessee's aircraft stored in the Premises in accordance with this Agreement, and such display shall be a permitted use, so long as such display is in accordance with all applicable laws, rules, and regulations, including, but not limited to, the requirements of the Petaluma Municipal Code and the Petaluma Implementing Zoning Ordinance governing signs. 7. Minimum Standards. Lessee shall at all times comply with the most current version of the Petaluma Municipal Airport Lease and Licensing Policies and Standards for Services and Operations Minimum Standards ("Minimum Standards"), as amended from time to time. The most current version maybe found online at llttp://cityofpetaluma.net/pubworks/pdf/airport-minimum-standards.p(If or in the Airport Office. The Minimun Standards as amended from to time are hereby incorporated in this Agreement by reference. 8. Termination, This Agreement may be terminated as follows: a. For convenience by Lessee by giving the City (60) days' written notice of such termination by certified or registered mail or by personal delivery, in accordance with applicable law. Any such notices should be sent to City at City Hall, City of Petaluma, Office of the City Manager, Post Office Box 61, Petaluma, California 94953. In the event of termination for convenience by Lessee, City will refund to Lessee the pro -rata share of any Lease Payment amounts already received for periods after the termination effective date, provided that 30 days' written notice is given as required by this subparagraph, and any remaining security deposit balance, less any applicable deductions pursuant to this Agreement. Ordinance No. 2665 N.C.S. Page 6 b. For cause by either parry on not less than seven (7) days' written notice to the other party for any failure to comply with any of the terms of this Agreement, in accordance with applicable law. The party giving notice of termination for cause shall allow the other party a reasonable period, specified in the notice, in which to cure that party's failure to comply with this Agreement. In the event of termination for cause, subject to applicable law, Lessee will remain responsible for Lease Payments due or accrued prior to the termination date, and shall be entitled to return of any security deposit balance remaining following deductions pursuant to this Agreement. C. Beginning on the thirty-first (31st) day following notice of termination for convenience under paragraph (a), or beginning on the second (2nd) day following notice of termination for cause under paragraph (b), Lessee shall cease using the Premises to store aircraft or any materials in the hangar, and/or entering the Premises except for the purpose of removing Lessee's aircraft and other property not fixtures to the hangar improvements or the Premises. Lessee shall, at its sole expense, restore and/or repair any damage or modification to the Premises caused by Lessee's construction, maintenance and/or other operations on the Premises. This obligation of Lessee shall survive expiration or termination of this Agreement. 9. Assignment, Sublicensing or Delegation. Lessee may not assign or sublease Lessee's rights under this Agreement or delegate any of Lessee's obligations under this Agreement without the prior written consent of City, and any purported assignment, sublease, or delegation without prior written City consent will be void. City may treat any such purported assignment, sublease or delegation as a material breach of this Agreement subject to termination for cause. 10. City's Right of First Refusal. Lessee shall not sell or agree to sell the hangar improvements on the Premises without first offering them to City in accordance with this Section 10. The word "sell" shall include any transfer, conveyance, assignment, lease, hypothecation, or pledge of all or any portion of the hangar improvements, except for an intra -family conveyance or transfer by gift, bequest or inheritance. In the event of such intra -family conveyance or transfer, the right of first refusal granted to City pursuant to this Agreement and all other terms of the Agreement shall remain in effect against the hangar title-holder so long as the hangar improvements are located on the Premises or elsewhere at the Airport. a. Any sale of Lessee's hangar improvements on the Premises shall be pursuant to a written offer ("Offer") from a Qualified Purchaser, defined as an independent third party that: (i) is not directly or indirectly owned or controlled by or under common control with Lessee, (ii) intends to purchase the hangar improvements for its own account, and (iii) agrees to enter into the City's then -current form of Ground Lease. The Offer must set forth the terms and conditions for such proposed purchase, including at minimum the name of the proposed purchaser, Ordinance No. 2665 N.C.S. Page 7 the amount of the purchase price, an all-cash method of purchase, and a proposed closing date that shall be not less than thirty (30) days after Lessee's acceptance of the Offer. b. If Lessee receives an Offer that Lessee is willing to accept, Lessee shall promptly give City a copy of the Offer and certify in writing to the City Manager that the proposed purchaser is a Qualified Purchaser ("Offer Notice"). c. City shall have forty-five (45) days from City's receipt of the Offer Notice ("Acceptance Period") in which to notify Lessee of its election to purchase the hangar under the terms and conditions specified in the Offer ("Acceptance Notice"). d. On delivery of the Acceptance Notice, Lessee and City shall complete the sale and purchase of the hangar on the terms and conditions set in the Offer. e. If the City does not give Lessee an Acceptance Notice within the time specified, Lessee may sell the hangar at any time within sixty (60) days after the end of the Acceptance Period on the terms and conditions set forth in the Offer. As a condition of any sale, Lessee shall require the purchaser to enter into the City's then -current form of Ground Lease on or before the date of purchase of the hangar. City may treat Purchaser's failure to enter into the City's then -current form of Ground Lease on or before the date of purchase of the hangar as a material breach of this Agreement subject to termination for cause in accordance with provision 8(b) , and City shall be entitled to pursue all available remedies in law or at equity. f. Any sale or proposed sale on terms or conditions other than as stated in the Offer, or after the expiration of the sixty (60) day period provided for in Section 10(e), shall constitute a new sale subject to all of the terms of the City's right of first refusal pursuant to this Agreement. g. The right of first refusal set forth in this Section 10 shall not be assigned by City without Lessee's prior written consent, and any assignment without such consent shall be void. 11. No Warranties. The City expressly disclaims any warranty of fitness of the Premises for the use intended by Lessee and expressly disclaims any warranty of merchantability. Lessee acknowledges that Lessee has had ample opportunity to, inspect the Premises, and has performed such inspection as Lessee deems necessary, such that Lessee accepts the Premises in an as -is condition, with all faults, and without any warranty whatsoever, express or implied. Lessee relies entirely on its own judgment, inspection and evaluation, and not on any inspection, test or representation by the City whether oral, written, or implied, as to the condition of the Premises in any respect, including, but not limited to, their merchantability and/or their fitness for any use. 12. Alteration of Premises. Lessee may not make any alterations, install any fixtures, or make any additions or improvements to the Premises without the prior written consent of the City. Lessee shall be responsible for obtaining all required permits, including but not Ordinance No. 2665 N.C.S. Page 8 limited to building permits, prior to commencing work on any alterations authorized by the City pursuant to this provision. City -authorized alterations, fixtures, additions or improvements pursuant to this provision may not be altered or removed without the City's prior written consent. The City may require the Lessee to remove, at Lessee's sole expense, any unauthorized alterations, fixtures, additions or improvements, and/or require the Lessee to restore the Premises to its condition prior to the commencement of the Lease term and the unauthorized alterations, normal wear and tear excepted. If the City directs the Lessee to remove unauthorized alterations and/or to restore the Premises pursuant to this provision, and Lessee fails to do so within any reasonable period established by the City for such removal and/or restoration, the City may remove such alterations and/or restore the Premises or have such alterations removed and the Premises restored. The City may treat any failure of Lessee to comply with the requirements of this provision as a material breach of this Agreement subject to termination for cause in accordance with provision 8(b). 13. Aircraft Maintenance. Maintenance of the aircraft described in Exhibit A by Lessee, or employees or contractors of Lessee possessing an A & P license, and/or by FAA -certified persons, or entities employed by or affiliated with Airport on-site contractors, shops or facilities shall be a permitted use for purposes of provision 6 of this Agreement, so long as all such maintenance (except for normal pre-flight maintenance, including preventive maintenance as defined in Part 43 and elsewhere in the Federal Aviation Regulations), occurs only within the hangar on the Premises, or in other designated areas of the Airport where such maintenance is permitted, or in other areas of the Airport with permission of the airport manager. Lessee may not spray paint aircraft or other equipment on the Premises or anywhere else at the Airport. Spray painting aircraft or other equipment is not a permitted use under this Agreement; provided, however, that minor paint touch up and application of corrosion safeguards that qualify as preventive maintenance under applicable federal aviation regulations are permitted uses under this Agreement. Lessee may not permit maintenance contractors onto the Premises or other areas of the Airport for purposes of performing maintenance on Lessee's aircraft described in Exhibit A or other aircraft except in accordance with this provision. Doing so is not a permitted use under this Agreement. 14. Right of Entry. To the maximum extent provided by law, City shall have the right to enter the Premises, including the hangar improvements on the Premises, at all reasonable times, to inspect the Premises, including the hangar on the Premises, to ensure compliance with this Agreement and provide for Airport safety. City shall provide the Lessee advance notice of inspections and permit Lessee to be present during inspections. Lessee shall provide City with a key to all Lessee -furnished locks securing the hangar improvements on the Premises. City may treat Lessee's use of a lock to secure the hangar for which the City does not have a key as a material breach of this Agreement subject to termination for cause. In addition to other remedies of the City for use of a lock for which Ordinance No. 2665 N.C.S. Page 9 the City does not have a key, the City may remove or have such locks removed without notice to the Lessee and at Lessee's expense. The City may deduct the cost of lock removal not paid by the Lessee from the security deposit or other funds payable to the Lessee pursuant to this Agreement. 15. Permanent Removal of Aircraft. Lessee shall notify the airport manager in writing within five (5) days of permanent removal of Lessee's aircraft from the Premises. Upon receipt of such notice, in the absence of notice of Lessee's intent to add a new aircraft to Exhibit A, and store such aircraft in the hangar on the Premises, City may terminate this Agreement in accordance with provision 8(b). Lessee may not store any aircraft not listed in Exhibit A on the Premises. Prior to storing a new aircraft on the Premises, Lessee shall notify the airport manager in writing, provide registration and confirmation of Lessee's ownership or lease interest in the aircraft, and evidence of all insurance required under this Agreement for such aircraft.'Upon approval by the City of such required information, Exhibit A shall be modified to reflect that Lessee is authorized to store such aircraft on the Premises. 16. Possession of Aircraft. Lessee covenants and agrees that Lessee will maintain possession and control of the aircraft specified in Exhibit A in accordance with the terms of this Agreement while such aircraft is located at the Airport. The parties agree that City is not responsible for, and that the City, on behalf of its officials, officers, employees, agents and volunteers disclaims, all liability related to the parking, possession or control of Lessee's aircraft. The aircraft specified in Exhibit A shall be the sole and exclusive responsibility of the Lessee at all times. 17. Government Regulations. Lessee shall comply with all statutes, ordinances and regulations of any federal, state, county and municipal authorities presently in effect, or which hereafter may become effective, pertaining to the use of the Premises, and/or the Airport pursuant to this Agreement. City may treat Lessee's failure to comply with such statutes, ordinances and regulations as a material breach of this Agreement subject to termination for cause in accordance with provision 8(b). 18. Indemnification. To the maximum extent permitted by law, Lessee shall, at its own expense, indemnify, defend with counsel acceptable to the City, (which acceptance will not be unreasonably withheld), and hold harmless City and its officers, officials, employees, agents and volunteers ("Indemnitees") from and against any and all 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 Lessee's use of the Premises, Lessee's use of Lessees aircraft, and Lessee's use of the Airport, including, but not limited to, Lessee's failure to comply with Ordinance No. 2665 N.C.S. Page 10 any of the terms of this Agreement, regardless of any fault or alleged fault of the Indemnitees. Lessee's obligation to indemnify, defend and hold harmless under this provision shall not be excused because of Lessee's inability to evaluate Liability, or because Lessee evaluates Liability and determines that Lessee is not or may not be liable. Lessee must respond within 30 calendar days to any tender of defense and indemnity by the City, unless the time for responding has been extended by an authorized representative of the City in writing. In the event that the City must file responsive documents in a matter tendered to Lessee prior to Lessee's acceptance of tender, Lessee agrees to fully reimburse all costs, including but not limited to attorneys' fees and costs and fees of litigation, incurred by the City in filing such responsive documents. This section shall survive termination of the Agreement for as long as permitted by law. Lessee waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of Lessee arising out of or in connection with Lessee's use of the Leased Premises and Lessee's failure to comply with any of the terms of this Lease Agreement. 19. Insurance. Lessee shall procure and maintain in effect for the duration of this Agreement insurance in accordance with this provision and Exhibit B which is attached to and made a part of this Agreement. Exhibit B sets forth the minimum kinds and amounts of insurance that Lessee must maintain pursuant to this Agreement, as well as required endorsements and other requirements. Insurance required pursuant to this provision and Exhibit B may be modified in the sole discretion of the City's Risk Manager or City Manager. Any such approved insurance modifications will be by written amendment to this Agreement in accordance with provision 21. City may treat failure of the Lessee to maintain in effect for the duration of this Agreement insurance in accordance with this provision and Exhibit B as a material breach of this Agreement subject to termination for cause in accordance with provision 8(b). 20. Statutory Notice of Possessory Interest Tax. Lessee is advised that under California Revenue and Taxation Code Section 107.6, execution of this Agreement may create a possessory interest in Lessee subject to property taxation. Lessee hereby agrees that if such possessory interest is created and is subject to property taxation, Lessee shall be solely responsible for the payment of said property taxes levied on any such interest. 21. Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of each party. 22. Construction. The parties agree that, notwithstanding Civil Code section 1654, any uncertainty in the Agreement shall not be construed against the drafter of the Agreement. Ordinance No. 2665 N.C.S. Page 1 1 23. Governing Law; Venue. This Agreement shall be enforced and interpreted under the laws of the State of California and the City of Petaluma. Any action arising from or brought in connection with this Agreement shall be venued in a court of competent jurisdiction in the County of Sonoma, State of California. 24. Non -Waiver. The failure to enforce any provision of this Agreement or the waiver thereof in a particular instance shall not be construed as a general waiver of any part of such provision, and the provision shall remain in full force and effect. 25. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 26. No Third Party Beneficiaries. The parties do not intend to create, and nothing in this Agreement shall be construed to create any benefit or right in any third party. 27. Headings. The headings used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of any provisions herein. 28. Survival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Lessee shall survive the expiration or termination of this Agreement. 29. Entire Agreement. This Agreement, including all exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, oral or written, between the parties concerning the subject matter of this Agreement. [Signatures on next page] Ordinance No. 2665 N.C.S. Page 12 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY City Manager ATTEST: City Clerk APPROVED AS TO FORM: City Attorney file name: LESSEE Signature Printed Name Address City State Zip Ordinance No. 2665 N.C.S. Page 13 ��� Please fiiD in issin information�belowor reviise incorrect iinforination"for our recoirds. �=�� EXHIBIT A TO PRIVATE HANGAR ON CITY PROPERTY GROUND LEASE AGRE EME NT PETALUMA AIRPORT LESSEE FACT SHEET NAME Golden State Lumber, Inc. ADDRESS 855 Lakeville Street, Suite 200 CITY & ZIP Petaluma, CA 94952 PHONE & EMAIL 707-206-4041; cscerri goidenstatelumber.com DRIVERS LICENSE NUMBER N/A LEGAL OWNER OF AIRPLANE Golden State Lumber, Inc. ADDRESS 855 Lakeville Street, Suite 200 CITY & ZIP Petaluma, CA 94952 MAKE Cessna MODEL Citation 4 YEAR 2018 COLOR White with red and gray stripes REGISTRATION NUMBER N246GS INSURANCE COMPANY PHONE # E-MAIL HANGAR TYPE Steel Frame with Concrete HANGAR MODEL N/A HANGAR DIMENSIONS HANGAR SQUARE FOOTAGE 15,256 Ordinance No. 2665 N.C.S. Page 14 EXHIBIT B TO PRIVATE HANGAR ON CITY PROPERTY GROUND LICENSE AGREEMENT MINIMUM INSURANCE REQUIREMENTS FOR AIRPORT LESSEE Lessee shall not take possession under this Agreement until Lessee shall have obtained all insurance required under this Exhibit and such insurance shall have been approved by the City's Risk Manager as to carrier and sufficiency; nor shall Lessee allow any contractor, unless Lessee has obtained prior written City approval for contractor, to commence work on or within the leased premises until all insurance required of the Lessee and/or contractor 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. The City reserves the right to adjust minimum insurance limits as needed to protect the City, the Airport, and users of the Airport, in accordance with sections 20 and 22 of this Agreement A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Commercial General Liability (Insurance Services Office) coverage: i. Personal injury; ii. Contractual liability 2. Automobile Liability (Insurance Services Office form — any auto) 3. Aircraft Liability Insurance Coverage. 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. B. Minimum Limits of Insurance Lessee shall maintain limits no less than: 1. Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate liability is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Aircraft Liability: $22,000,000 per occurrence for bodily injury, personal injury and property damage. Lessee shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property, which may arise from, or in connection with Lessee's operation and use of the leased premises. The cost of such insurance shall be borne by Lessee. 4. Workers' Compensation as required by the State of California Ordinance No. 2665 N.C.S. Page 1.5 i. Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident ii. Bodily Injury by Disease - $1,000,000 policy limit iii. Bodily Injury by Disease - $1,000,000 each employee 5. Such other insurance coverages and limits as may be required by the City of Petaluma as stated in the Petaluma Municipal Airport Lease and Licensing Policies and Standards for Services and Operations Minimum Standards, C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City of Petaluma. At the option of the City of Petaluma, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City of Petaluma, its officers, officials, employees, and volunteers; or the Lessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The required commercial general liability, aircraft liability and other applicable insurance policies are to contain, or be endorsed to contain the following provisions: 1. The City of Petaluma, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Lessee; products and completed operations of the Lessee; premises owned, occupied or used by the Lessee. The coverage shall contain no special limitations on the scope of protection afforded to the City of Petaluma and its officers, officials, employees, agents or volunteers. 2. For any claims related to this Agreement, the Lessee's insurance coverage shall be primary insurance as respects the City of Petaluma, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City of Petaluma, and/or its officers, officials, employees, agents or volunteers shall be excess of the Lessee's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Petaluma, and its officers, officials, employees, agents or volunteers. 4. The Lessee's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by mail has been given to the City of Petaluma. 6. Waiver of Subrogation: Consultant agrees to waive subrogation rights for commercial general liability, automobile liability and worker's compensation against City regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with the Services to do likewise: 7. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirement and/or limits shall be available to the additional insured. Ordinance No. 2665 N.C.S. Page 16 Furthermore, the requirement for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Petaluma before the City of Petaluma's own insurance or self-insurance shall be called upon to protect it as a named insured. E. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A -VII. F. Verification of Coverage Lessee shall furnish the City of Petaluma with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City of Petaluma before the Agreement commences. The Lessee's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by the City of Petaluma. INSURANCE REMINDER THE CITY OF PETALUMA'S INSURANCE DOES NOT COVER ANY OF LESSEE'S PERSONAL PROPERTY, INCLUDING AIRCRAFT Ordinance No. 2665 N.C.S. Page 17 EXHIBIT C TO PRIVATE HANGAR ON CITY PROPERTY GROUND LEASE AGREEMENT GROUND LOCATION AND LEASE PAYMENT LESSEE NAME[S] SPACE NUMBER RENTAL FEE $ .3147 per square foot for 15,256 square feet totaling $4,801.06 per year, paid in semi-annual installments. Ordinance No. 2665 N.C.S. Page 18 EXHIBIT D All that portion of land lying within Parcel "B" as shown upon tho map entitled Exhibit "A" Airport Property Nap, on file with tho City of Petaluma. Further described as followsi Beginning at a 1/2" iron pipe tagged RCE 11226 located at the most north- westerly corner of Parcel "A" as shun upon said map. Thonce N 35' 20155" E 437.88 foot to a point on the westerly boundary of Parcel X90 as shown upon said asap. Thence S 54' 33'00" E 1.200.04 feet to an open 3/4" iron pipe sot flush with the pav ent marking the west and of a southerly 170.00 foot offset to the center line of the runway. Thancs from said point $ 35' 27000" V 164.00 feet to a point thence N 54'. 33100" W 29.87 feet to an open 3/411 iron pipe inarking the northeast corner of the lease parcel herein to be describad. Said point to be known as the true point of beginning. Thenes frm said point of beginning N 54' 33100" 1i 155.00 feet to an open 3/4" trots pipe., thence S 35' 27#00" t1 90.00 fast to an open 3/4" iron pips. ThWxv S 54' 33000" E 155.00 fret to an open 3/4" iron pipe. Thence N 35', 27000N E 90.00 feet to the true point of beginning. Said parcel contains 0.32 accts more or less. Ordinance No. 2665 N.C.S. Page 19 EXHIBIT D All that portion of land lying vithin Parcel "B" as shorn upon the map entitled Exhibit "A" Airport Property 144p, on filo with the City of Petaluma, Furthor described as follcast Beginning at an open 3/4" iron pipe marking the most southmestorly corner of Handler lease, Thence from said corner S 35' 27.100" W 10.00 fat to a point. Thence S 54' 33100" E 155,00 foot to a point, Thence N 35', 27100" E 10.00 feet to an open 3/4" iron pipe harking the mutt aouthoastorly corner of Pfendlor lease. Thence N 54' 33100" M along Pfondler luso most southerly boundary 155.00 foot to the point of.beginning. Said parcol contains 0.03 acres more or loss, Ordinance No. 2665 N.C.S. Page 20 EXHIBIT E FIRST ADDENDUM TO LEASE AGREEMENT AT THE PETALUMA MMCIPAL AIRPORT This Agreement is made and entered into as of*the day of 200/ by and between the CITY OF PETALUMA, a political subdivision of the State of California, hereinafter referred to as '.Lessor," and PETER G. PFENDLER, hereinafter referred to as "Lessee," and forms a FIRST ADDENDUM to that certain "LEASE AGREEMENT AT THE PETALUMA MUNICIPAL AIRPORT" between the parties, dated October 24, 1988 (hereinafter "the Lease"). WHEREAS, Lessee has expended certain monies on the installation of infrastructure improvements at the Petaluma Municipal Airport to serve Lessee's airplane hangar; -and VMREAS, prior to installation of such improvements, Lessor agreed that Lessee could seek reimbursement for the cost of the improvements when other hangar parcels were developed; and WHEREAS, Lessee and Lessor have agreed that it is now appropriate for Lessor to compensate Lessee for the installation of. such improvements, and have also agreed as to how such compensation should be structured. NOW, THEREFORE, as full compensation for Lessee's installation of infrastructure improvements at the Petaluma Municipal Airport, and as full satisfaction of any obligation by Lessor to reimburse Lessee for such improvements, the parties agree as follows: 1. Paragraph 1 of the Lease, entitled "TERM," is amended to grant Lessee, at the expiration of his lease term on the last day of October, 2018, an option to renew this lease for ten (10) years. 2. Paragraph 2 of the Lease, entitled "RENTAL," is amended as follows: The base ground rental, as established in paragraph 2, shall be reduced by a sum, not to exceed Seven Hundred Dollars ($700.00) for each of sixteen (16) consecutive semi-annual installments of rent, and by the sum of twenty-eight and 12/100 dollars ($28.12) fox the Ordinance No. 2665 N.C.S. Page 21 seventeenth consecutive semi. -annual installment of rent, commencing with the first such semi-annual installment due following the date of this FIRST ADDENDUM, until the amount of $11,228.12 is reimbursed in full to Lessee. 3, Except as amended herein, all provisions of the Lease shall remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hand the date and year first set forth above. LESSOR LESSEE ,-- By City Manager Pe er G. Pfendler ATTEST: City Clerk D APPROVED TO FORM: n r\,�� City Attorney APPROVED: I/, �" . z G - Department Director APPROVED: Visk Manager l/ AP OVED: A ministrative Services D' ctor #879823 .3(07 Ordinance No. 2665 N.C.S. Page 22 POL• IOY NO.: NAB3040665 ATTACHED TO CERTIFICATE # 1 CERTIFICATE OF INSURANCE THIS IS TO CERTIFY TO: .City of Petaluma, its officers, officials, employees, agents and volunteers Petaluma Airport 601 Sky Ranch Drive Petaluma, CA 94954 THAT THE FOLLOWING POLICY OF INSURANCE HAS BEEN ISSUED TO: Peter G. Pfendler 765 Baywood Drive, Suite 147 Petaluma, CA 94954 POLICY NUMBER: NAB3040655 POLICY PERIOD: From March 28,2007 To March 28, 2008 INSURANCE COMPANY: XL Specialty Insurance Company DESCRIPTION OF COVERAGES AND LIMITS OF LIABILITY: Please refer to attached schedule which is incorporated as a part.hereof. The 6bove Certificate Holder is included as an Additional Insured but only to the extent of,liability imposed upon the Additional Insured solely as the result of an act or omission of the Named Insured or its employees in connection with the Named Insured's Operations. Subject to Date Change Recognition Endorsement Data included in this Certificate valid as of July 18, 2007. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions and conditions of such policies. Should the described policy be cancelled before the expiration date hereof, the issuing company will endeavor to give 30 days (10 days for non-payment) notice to the certificate holder named herein. However, failure to mail such' notice shall not impose any obligation nor any liability of any kind upon the Company, its representatives or agents. By: W, W. Brown & Associates Insurance Services Certificate # 1 Date of Issue: July 18, 2007 Certificate No.: 1 Page 1 of 2 Ordinance No. 2665 N.C.S. Page 23 POLICY NO.: NAB3040655 ATTACHED TO CERTIFICATE # 1 SCHEDULE OF AIRCRAFT DESCRIPTION OF AIRCRAFT No. IFAACert# ISerial# Year/Make/Model Insured Value 1 N75OPP 501-0686 9984 Cessna Citation 501 SP $1,750,000 PHYSICAL DAMAGE COVERAGE No. Deductibles Physical Damage Coverage Not In Motion In Motion 1 $10,000 n/a G. All Risk Basis Not In Motion AIRCRAFT LIABILITY COVERAGES No. Single Limit Bodily Injury & Property Damage Passenger Liability Passenger Liabili Limited To Each Person Each Occurrence 1 $1,000,000 Excluded XXXXI XXXX MEDICAL EXPENSES No. Including Crew Each Person Each Occurrence 1 No XXXX XXXX Certificate # 1 Page 2 of 2 Ordinance No. 2665 N.C.S. Page 24 EXHIBIT E LEASE AGREEMENT AT THE PETALUMA MUNICIPAL AIRPORT THISEASE AGREEMENT, made and entered into as of the �.� day of � 193j, by and between the CITY OF PETALUMA, a political subdivision of the State of California, hereinafter referred to as "Lessor" and PETER G. PFENDLER, hereinafter referred to as 01,essee"1 . WITNESSETH WHEREAS, the Lessor herein is a political subdivision duly organized• and operating under the, laws of the State of Caiifornii,', and 'owns* ali• that certain real property located at the Petaluma Municipal °Airport, 'Petaluma#- -'-' California, a city airport, hereinafter referred to.ae.poit"j and WHEREAS, Lessor deeds it advantageous to itself and. the operatiosi'of,.the Airport to lease unto Lessee a certain parcel of .land: deacribed'-herein, together with certain privileges, right, uses, and interest. therbin; �' #B .hereinafter set forth; and WHEREAS, Lesc;e proposes to lease a ground area consisting''of those portions of the Petaluma Municipal Airportknown as .?Parcel A". and "Parcel B", both of which are more particularly described in Exhibit 'A and , Eahiblj, B hereto, which are incorporated;., herein by reference. Said; properties",;' shall be used for a private aircraft storage hangar; and WHEREAS, Lessee has indicated a willingness and ability to properly keep and maintain and improve the leased ground in accordance with standards established by Lessor; and WHEREAS, Lessee desires to obtain and avail itself of the privileges, right, uses and interest therein and herein; Ordinance No. 2665 N.C.S. Page 25 NOW, THEREFORE, IT IS AGREED AS FOLLOWSs 1, TERM Lessor, for and in consideration of all the covenants, conditions, and agreements to be set forth hereinafter to be kept and performed by Lessee and by Lessor, does hereby lease :unto Lessee, on -all 'the conditions, covenants, terms and agreements hereinafter' set forth, those certain premises I described in Exhibits »A" and "B" hereto for a . term of thirty (30) years. commencing on the first day of November, 1988, and ending on the last day of October, 2018. 2, RENTAL Lessee shall 'pay to Lessor a rental in accordance' with the following provisions: • ; .(a)' The base ground rental• for the premises;; as; &acribed:ln Exhibits "A" and , "B" hereto shall be at an 'annual 'rate 'oi `$J1 _ pei mil tare:. foot. Said rental shall be payable for the'firat"five67 ggirs.of!thb lease.. Thereafter,"' the rental rate for;.thWi-. ve,;rea;ain�iiQifive: year periods of •.the' lease term. 'ihall be . computed at';:.: t"' commencement of each successive • five•+`yoar Deriad aV thd*.,reutal' rate applicable for the immediately preceding five years•;asiju'sted:;. for an Increase in the`-Buroaa•'of Labor.'StatistiCi. Cost of Livisig. Index - San Francisco Oakland 'all items ;for -said preeediag five years. In no event shall the 'rental rate for any' five year period be less than the applicable rental rate for the precading.five'.year ' period, unless adjustments in' the rental 'rate' are ._.made in accordance with the provisions of this Agreement. Furthermore, the rental rate herein shall not exceed other rates for 'comparable leases at the Petaluma Municipal Airport for comparable purposes. (b) The base ground rent shall be payable, in advance. in semi-annual installments for the next mix (6) month period of the Ordinance No. 2665 N.C.S. Page 26 lease. The City shall send a billing for such semi-annual payment thirty (30) days prior to the due date. In the event such payment is not made within five (5) , days of the due date, there shall be a penalty of six percent (61) ;of the amount due and owing, which penalty shall become part of that semi-annual rental payment. Furthermore, and in addition thereto, any '.`amount% of 'rental payment and penalties unpaid.,after thirty (30) 'days shall have' a one and one-half percent (111) Interest charge on the..unpiid amounts, which interest shall likewise, became. "part'•, of ;the rental ' payment. 3. OFF SITE IMPROVEMENT Leasee .'shall have no responsibility, for,tiie;;!ccuatsisetion 'of .Any Improvements to any site not contained._ within' th":teisodprettiises�; •• :•.,,. Lessor shall net the necessary boundary wonuriieriti'and'•Qrada `stikei,.: •;,: on the leased premises. Lessor shall provide, i'i7 iagedti�z(y Way, ramp to the leaned premises of adequate -width 'to pe nt.aceeiL!to *Od,. :- premises -by taxiing aircraft. .,''.}. 4. ON SITE IMPROVEMENT REQUIREMENTS The Lessee shall be required to construct,on said pzopertq;'s building in conformity with all applicable lives, oidinaAcer,?'"ruIes az1d regulations. The building shall be approved by the, SPARC of the ' City of Petaluma. 5. UTILITIES Lessee shall pay for all water, sanitary sewage, gas service, electric power, telephone service, and all other services supplied to the said premises by Lessor, or any public utility, and shall pay all costs for the Installation and connection and such services from the site or boundary line thereof. Lessor agrees to make available utilities, 3 Ordinance No. 2665 N.C.S. Page 27 electric, gasp water, 'sewer, telephone to the site or boundary line of the leaned premises within a reasonable time following execution of'this Agreement. 6. USE OF PREMISES The leased premises shall be used as followst (a) For the storage of private aircraft in a hangar, to be constructed by Lessee and operations customarily, andllary, thereto, . (b) Common Facilities ,,-` ••.. •. ., .•�}; ... ails=: ;' , Lcssee and/or Sublesseo'shall* hav®'tho."riglib tri'.acceae to;and'ttso Of fadIIties' at Airport desiyriod for;commoit;issej:• sucft.''ia';landing'.'.: area, aprons, ,taxiways, : flood :}tahti jiifidiag;'lfghtj� be;ooa® navigational aids, or cos>musiaatioa is litk; ctdieaii/rysts>wrt ;•'• and other common use . facilities F', ur�pIled by; Ler♦s6r "_; for..' convenience and accommcjdstiea <in',.eopera « 11' 34 .. tiod; •U.polrigs;. snd',talie'; off of aircraft. The rlghts' heieiii efcndeiiSo"Iis'Ge'rfuyll';be;. inclusive of the rights 'to land` -"talo •otf`} "tazi tow load; �•or ^' unload• aircraft. 7. OPERATION OF'AVIATION:BUSINESS BX'LESS)rR"..". •,?r•.:: ,;:•N. °`')`-�'' ',1:' - ;:did•;%4._-.:�,.�..+4..; "'l i. i'., . Conditions of Federal Grants !'' (a) This lease shall be ; aubordlnate : and i subject to F the ., (trot ' Agreement, by and between the United- States"of Ameriei%Pedsral Aviation " Agency,' and ' Lessor:: -,'and '',,ziubxt(4uent grantx ` sand agreements. .._ .. 8. SURETY BOND Prior to the commencement of construction of 'the hangar, Lessee, at its sole cost and expense, shall furnish t4a Lessor a surety bond of Ordinance No. 2665 N.C.S. Page 28 an admitted surety company licensed to transact business in the State of California, satisfactory to Lessee, or in the alternative a form of security which meets the approval of the City Attorney. 9. MAINTENANCE AND REPAIRS Lessee shall, at his sole coat and expense, keep and maintain said 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 Lessor as provided •In Section 1942, at seq., of the Civil Code -of the State of Callforaia. 'An . fallure to - maintain or make said, repairs upon being ; notified :by. Lessor shall constitute a default by Lessee., 10. ALTERATIONS AND ADDITIONS Subsequint to compietiori of. the improvsmraUt and, fadiities as Iiiieln .. . agreed, to. Less" shall not make any aihsitiops`:,to thi extawr thevod or tract any additional sttvctitris or its premises without prior writtan , easen!' of ,Laa�o4 i'`, An' rtieh' ixtriior alterations or additions'aPprovsd by Lessor siud} be oonsttnctsd 'Vibe•, mals expense of Less".' 11. SICN3 Lessee shall be privileged to'ereet such migas:and advertising media am' comply with applicable City'of Petaluma' ordih"cis and to place the game upon the improvement, to be erected pursuant• hereto:..; The telt, color, Rnd design of all signs shall be subject to the prior, approvai,.of . Lessor. 12. UNLAWFUL USE No building, structure, or improvement of any kind shall be erected, Ordinance No. 2665 N.C.S. Page 29 placed upon, operated, or maintained on the leased premises, nor shall any business or operation be conducted or carried on therein or thereon in violation of any ordinance, law, statute, order, or rule of any governmental agency having jurisdiction thereover, nor shall any use be made of the leased premises which has not been specifically allowed. 13. WASTE, QUIET CONDUCT Lessee shall not commit, or suffer to be committed, any -waste upon maid premises, or any nuisance or other act or thing which may ` disturb the quiet enjoyment of the use of the surrounding airport property. 14. RULES AND REGULATIONS Lessee agrees to observe and obey.' all.:',r. x'� incli. regulations' ,. .. promulgated and enforced by Lessor or any other appr4lite authority •' having jurisdiction over the Airport during ths••term:of this'leasi. "• . 15. INSURANCE Lessee agrees to procure anti maintain* of sits-oagccoft;'and eipeuae, •;=. and at all times during the term of this Iease,, totopreheasive liiblgty ' insurance naming Lessor, its offiearsi, employees••' . and agents as additional insureds In; the folb'iving'amonatas"property damage, $250,000.00, Bodily Injury,. $1, 000, 000. Cor par.,,pirson, and,, $1,000,000.00 per occurrence. ; Evidence of such insurance shall be provided by:loisee by filing with:: the Lessor a copy of the' policy or . polides,.."oIotlier ` with •"i "duly • ., executed certificate of the insurer to' the-efficE.'9.' t. insurance required by this lease is in force and effect. ,Said policy or policies or certificates shall contain a provision that written notice of _canCatigtion�r anv material change shall be delivered to the Lessor ten (10) days in advance of the effective date thereof. Lessee shall also Ordinance No. 2665 N.C.S. Page 30 secure and maintain fire and extended coverage insurance on the buildings and structures to be erected by Leases as s part of the aviation operation created by this Lease Agreement. Said insurance coverage shall be to the full insurable value of the structures and buildings and contents as erected and placed upon the leased premises, subject to the customary deductible for the construction of, hangar facilities, and shall name Lessur as an. additional insured. , Lessee further agrees that in the event of any'' fire or partial or- ' complete destruction of the structures erected by. Lessees .any proceeds',.. . of insurance received by Lessee *ball be hold.. in `, trust. and utilised solely in the replacement, reconstruction, or repair: of, the damaged 'or ' destroyed improvements. 16. TAXES ;kEe';t". ,:'�,•r';+:; (�' G Lessee agrees to pay promptly aA . tazes and; � � aiags.'meati•,�ebted� t{i"'�' ' •�:' items of property including both roal'eadpOrsonal', off, purview of this 'Leasep which: may be' l vied properties leased or owned, by° esse®j: =i;Lisaa!r..ltii� +• .� � Paas'.:;. when the said tazss ' and ss Y'l{ ct:2'.i.F. sear t*a. ecoai®, sndN a l 'il ,'�sria i!r•':°�'":1 '.'.•'Y17Y,.�S,� ,o•a.¢t �r .,r••j, �. ":)'t .:!. ,i• ;. the. occupancy of the based"prsmliga;ail iar ii s><ivo;assasrm+n�:pjr";;,?;•..;+ County, City or other legally authorlacd; govezumen int_iioz�tr* 17. INSPECTION AND NOTICE Insofar as it may be necessary • for' the ' prbtactioi� ol.'tha LcisorIi . rights, the Lessor or its agents shall'at any ind'_i1l.reasonabIr times and upon reasonable notice to Lessee,`, have th'e•sialit.to ,�o'upon and inspect the land and premises hereby,' leased ''and � iaq structure ox, . Improvement erected or constructed, or in'ibe coiirieof being erected '. or constructed, repaired. added to, rebuilt; or res, .,:d`'.tharean._r.`•'''' 18. ASSIGNMENT OR SUBLETTING __It-is--agreed that bessee it -authorized to sublet the leased premisas to a Sublessee, subject to the terms and conditions of this lea". Any Ordinance No. 2665 N.C.S. Page 31 such sublease shall be subject to the written approval of Lessor, which approval shall not be unreasonably withheld. 19. IMPROVEMENTS It is agreed that all improvements constructed by Leases shall be deemed personal property during the term . of this leas#; 'and that during the term of this lease and any estenstor thereto.lessee shall.at all times have legal title to said improvements,.`but Lessor shall have a Ben thereon to secure the faithful performance of Lesseals"obligations. under the approval of Lessor. 'r Liasor's iiam'shan be' sub6rdinate to':-.: security instrument, approved by Lessor.` aAd held by'ariq `iagni:ed•: leading institution, but shall not 6a ';rii}, _rdlnate .to' 'any, -.other ' encumbrance of any kind.; Said seprovide for removal of said Improvements.',wy ,F . 'r t`• r t Fat »�lh �''{ i i}�� r , , 20. INSOLVENCY, ETC. If the .Lessee, be•adjudicates u;'binl�roplt,or`fit�otn� ,fnsor Last►to?'':u; -' postesdoa 'of'.any, i' "t ,� r i.Cyha121bi'� talfe�}'byr ' ''`:s ,• • virtui of anyattachm®nt�;;'�orntion.' o��s�iEelvsysJcshp"y'` tib` e�s"ao� cosy. ` :j. .. r:.v r ...iii +..•Cif i�-ri. %7f3h a; �4'� S .S r ;+ at its elsctioa unleir sue %biuI rdtC racess! b+r favor . of .Its elecUOA*, :"tinleer r sncb` bankrupts roceadWjYt - 6® terminated to favor of .'Lessee' and' s r 1 iiii i.„ `;a 'bio` ncl?� .ln�olvost b+.carid� sash'; possession regained within niri!.ty'.:(90�,`; aiy''�thtreaftar,,;imciediieety: . terminate this Lease by sarvice of noticeto siucb�*ff®ct np�q Yaiseoito any manner provided, by Lw:: • S, , t;' '•�. ' i, � is r'• 2I. LENDER SECURITY Notwithstanding anything to the contrssq fontaiaed fin thlaf.Loaso,''it !i understood and agreed, A it, � lLsee'.:tosiy" i;;ivith'out.;the `coaierit. of Lessor, assign, `,transfer# mortgage or• eaauinber. Lessees - interest under this Lease and -leasehold estati - crealtcl, to.. i lender on the security of the leasehold estate for the sole purpose of providing —s eeurity-for'th-6 rapayment of a loan or loans made and used to finance Ordinance No. 2665 N.C.S. Page 32 the construction of substantial improvements by Lessee upon the leased premises and Lessee may execute any and all instruments in connection therewith necessary and proper to complete any such loan and 'perfect the security therefor as may be required by such lender. Any such lender shall have the right at any time during the term hereof and while this lease is in full force and effectl (a) To do any act or thing required of Lessee hereunder and all such acts or things done hereunder shall be as effective to prevent a forfeiture of Lessee's rights hereunder as if done by Lessee; (b) To realize on the' security of the leasehold estate and to acquire and succeed to the 'interest of the . Lessee' hereunder '.by foreclosure or by a deed of asaignment:.given in lien, of foreclosure and thereafter at such option to convey or assign the interest or. title to this leasehold. estate. to• any other. person subject to the terms, conditlwo ,and: covenants' of.'thfs lease; and (c) To cure, within sixty (60) days after!aoticd of• default. by' Lessem under the terms of this Lease. •. '' A copy of any and' security. devices ar"other'instruments; ahsll:,lis'"; filed with Lessor prior to : the `sffectiv4; °deli..; thereof: `and •`,the' Lessee shall give Lessor prior written notice of changes ;ttuu-eto: . SURRENDER ON POSSESSION. At the expiration 'of the leasehold term,• Lessea • agrees to yield, and deliver to Lessor the possession of , the leased 'premises* and all buildings, fixtures, physical Improvements and appurtenances erected by Lessee pursuant to paragraph 4 hereof. ' DEFAULT In the event of default by Leasee in the performance of any of the 9 Ordinance No. 2665 N.C.S. Page 33 terms, covenants, or conditions hereof, including the failure to pay rent, Lessor shall make written demand by registered mail upon Lessee to remedy said default and, if, thereafter, Lessee remains in default for sixty (60) days, Lessor, by and through its Airport Manager, shall have the right to take immediate possession of said premises. During said sixty (60) day period Lessee may appeal to the Petaluma City Council and request consideration of any circumstances claimed to cause such default, provided that any such circumstances ihall not be deemed to be a waiver of such default, in the event the City Connell extends the aforesaid sixty (60) day period. No waiver of Lessor or default by Lessee of any of the terms, covenants, or conditions hereof to be performed ,.'kept:,or'observed,.by , Lessee shall be construed to be or. -act as• aiaiver.!.by.:;Lessor:cf iojr subsequent default of any of the terms, covenants#'' an venditioni;. herein contained to be performed, kept, and oboerved by Lessee:; ,6i:.;` , 24. RESERVATION AS TO NAVIGATIONAL AID . ;; ::y <, . : Lessor reserves the right during ' the torm • 1 of renewal and/or extension thereof, to' Inn air:;'riaviga...... including lighting, in, on, over, ; under,', acid.''aois .' thi?> ae'aseit4lr¢"• premises. In the exercise of ,any, of; the . ri h hereof' '`T:essor agrees: ,::;; to give Lessee not leas thea 'ninetp.:, (90) d}p";igr14�4; T�Qtice o;; F r'f intention to install such' air.; `aavigatioaal ,'1iicls� i� If ;the .I:e1��ea!i {',• enjoyment of the premises under this Leise '� suiiaianif.' I, 'interfg ed with by any such installation, the Lessee is, rent':ihall' -be "reduced *. in proportion to such interference. 25. INDEMNITY Lessee hereby covenants and agrees toand' Rhall;;.tndemnify; •:save`.! harmless and defend, the Lessor, its agents, officers ind/or..bmployees`„ •. against all claims, demands, costs, and liabilities `whicb'.may be mid'a'.' . against Lessor by reason of or arising from anything done; performed, or omitted to be done or performed on the leased premises ' by the Ordinance No. 2665 N.C.S. Page 34 - Lessee or arising out of Lessee's performance of its obligations pursuant to this agreement. However, this indemnity does not extend to any loss, damage or expense arising out of the negligence or willful misconduct of the Lessor, its agents, employees or officers. 26. EMINENT DOMAIN It is expressly agreed by Lessor and Lessee that in the event eminent domain proceedings are undertaken by any governmental agency affecting the whole of the Airport, or any part thereof, which would adversely affect Lesseels interest hereby Lessee shall be, entitled to compensation by virtue thereof, consistent with: current eminent'• domain laws and appraisal procedures. 27. NATIONAL EMERGENCY In the event that a national emergency;or:i;iiechuatiori•.hp:..Fecleral, State or County Government" causes a dTastiC},cur tailment•;'of civilian Aviation activities, Lessee chull be entitled quest`for reduction in the lease rental rata... Laase;d *4 l: .e .•entit ;to' ,present facts and data to, show 'that' -such: a curtailaierit °has; taken. pli"'`iild':: z that the curtailment -has aeriously,'affeCted7Ge iieeasQ ":,of. th'e.: '.`•. leaied premises. If such facts•and'`data indicite 4hit' a;redu tiori`;iri lease rent is warranted, then Lessor.'aiid?Lessee,. 6a11'agree.`•;to negotiate a reduction in the rental •rate'''•during. tbs.,. period of curtailment. 28. NOTICES Any and all noticos to be given under this .I,eaie�, or 'otherwisa; ;'mayy be served by enclosing the same in a seated etiyelope addreesei to the party intended to receive -the same, at its'sddress,'and'deposited in the United States Poet Office -as registered mail with postage propaid. When no given, such notice shall be effective from the date of the mailing of the name. For the purpose thereof, unless otherwise provided in writing by the parties hereto, the address of the Lessor. Ordinance No. 2665 N.C.S. Page 35 and the proper party to receive any such notices on its behalf is: City Clerk City of Petaluma 11 English Street Petaluma, California 94952 and the address of the Lessee It: Peter G. Pfendler 750 Sonoma Mountain Road Petaluma, California 94952 29, INVALID PROVISIONS, SEVERABILITY '�; ;`•; It is expressly understoodand 'agreed by 'sad ;between:.; the''tpazties'' hereto that in the event. an y. covenant, ' condi lgn; !tie:;; pzdvigion'.- contained herein In invalidated by ,a', conYt , of ;'competent •juriadictio}itii%•.a the invalidity of any such covenant; crindiHon `pr,irbviiiotaball; Tiot` 4°; invalidate any . bther wvenant, condition�t ;aVF ; f�ovisto'}><'?d, this v4� •, .. , :-..: ;17r, i rte."� ! �i•.f:�b'fs.?< r t .d� Agreement, • provided; however; !� that .. ,, ter. r; J'Art'`%, D ,. i•• covenant, condition, or provision '�bill'.i10 matFgv,ejjditi either a:;':=' the Lessor or the Leasee in thele xespeptl a s'r and�raS�i�+ 41ou r .contained in -the., valid' covenants„ dondi�"Lil' rpt Qns �io�r` 5 tya Agreement. :i .;V'.- ',;:-�.'` •:'-C :' :�'•Yxi � i;•:.S�r •Gi:f••xjC u,y3 Tib...: d ;.;• ' ) y�° �, '`'-•-� ' ,r,?,�: '�� J�t , a x 30. BINDING•ON SUCCESSORS"::". The covenants and conditions'herein contaiited eTii]l'apply to`ind`.biidd, : the heirs, successors, executor, administrators,. and •assiQa6: of • aU'the ;•' parties 31. TIME :',.:f.: •:t' Time is of the essence in this' lease. Ordinance No. 2665 N.C.S. Page 36 IN WITNESS WHEREOFt the parties hereto have set their hand the day and year first above written. ATTEST APP& LT O) TTORNEY RM LE: Byrd. CITY OF PETALUMA sy3 Risk Manager pfendler.leas LEASE, Ordinance No. 2665 N.C.S. Page 37 PFE110LER LEASE OESCRYPf10N PARCEL "A4 All that portion of land lying within Parcel '9" as shown upon the map entitled Exhibit "A" Airport Property Map, on file with the City of Petaluma. Further described as follows: Beginning at a 1/2" iron pipe tagged RCE 11226 located at the most north—) westerly corner of Parcel "A" as shown upon said map, Thence N 35' 20155" E 437.88 fart to a point on the westerly boundary of Parcel '9" as shown upon said map. Thence S 54. 33100" E 1.200.04 feet to an open 3/4" iron pipe set flush with the pavement marking the west end of a southerly 170.00 foot offset to the center N ne of the runway. Thence from said point S 35' 271004 N 164.00 fest to a point thence N 540, 33400" M 29.61 Pcat to art open 3144 iron pipe marking the northeast corner of the lease parcel herein to be described. Said point to be known as the true point of beginning. Thence from said point of beginning N 54. 33100" M 155.00 feet to an open 3/44 iron pipe. Thence S 35. 27100" M 90.00 feet to an open 3/4" iron pipe. Them S 54. 331004 E 155.00 feet to an open 3/4" iron pipe. Thence N 35' 27100" E 90.00feet to the true point of beginning. Said parcel contains 0.32 acres :more or. Tess. 1 )EXHIBIT A Ordinance No. 2665 N.C.S. Page 38 - PfEMXER LEASE DESCRIPTION All that portion of land lying within Parcel "B" as shown upon the map entitled Exhibit "A" Airport Property Map, on file with the City of Petaluma. Further described as foil wss Beginning at an open 3/4" iron pipe Marking the cost southwesterly corner of Pfendler lease. Thence from said corner S 3S' 27100" M 10.00 feet to a point. Thence S 54' 33100" E 155.00 feet to a point. Thence N 3S', 27100" E 10.00 feet to an open 3/4M iron pipe marking the most southeasterly corner of Pfendler lease. Thence N S4' 33100" N along Pfendler lease most southerly boundary 155.00 feet to the point of beginning. Said parcel contains 0.03 acres more or less. L-vulmi'v, t2 Ordinance No. 2665 N.C.S. Page 39 OFECTIVE DA'ii ORDINANCE NOV 24 1998 ORDINANCE NO. 1738 N.C.S. Introduced by Seconded by Jack Cavanagh Brian Sobel AN ORDINANCE AUTHORIZING A LEASE OF REAL PROPERTY LOCATED WITHIN THE PETALUMA MUNICIPAL AIRPORT COMPLEX BE IT ORDAINED BY THE Council of the City of Petaluma as followst Section 1. Certain real property located within' the Petaluma Municipal Airport complex in the City of Petaluma, County of Sonoma, State of California is hereby authorized to be leased under the terms and conditions set forth in the Lease by and between the City of Petaluma and Peter G. Pfendler which Lease ,is attached hereto as Exhibit 'A" and incorporated herein by reference and the City Manager Is hereby authorised to sign said Lease which is for the use 'of said property for a private aircraft storage hangar. Section 2. The City Clerk be, and she is hereby directed to publish this ordinance for the period and in the manner as required by the City Charter. Ord. 1738 NCS Ordinance No. 2665 N.C.S. Page 40 ord. man gon.lease/ law13 INTRODUCED and ORDERED published/posted this 3r9 day of October 1988• ADOPTED this 24th day of _October_. 1988, by the following votes AYES: Cavanagh, Tencer, Woolsey, Balshaw, Vice Mayor Davis NOESs 0 ABSENTt Sobel, Mayor Hilligoss �, 11 4A ATTEST: � 'Z4:9j� ord.mangon.lease LAW13 Ord. 1738 NCS Ordinance No. 2665 N.C.S. Page 41 PFENOLER LEASE DESCRIPTION PARCEL *AN All that portion of land lying within Parcel "Bw as shown upon the nap entitled Exhibit "A" Airport Property Hap, on file with the City of Petaluma. Further described as follows: Beginning at a 1/2" iron pipe tagged RCE 11226 touted st the most north- westerly corner of Parcel "A" as shown upon said map. Thence N 35' 20155" E 437.88 foot to a point on the westerly boundary of Parcel 787 as shown upon said map. Thence S 54. 33100" E 1.200.04 feet to an open 3/47 iron pipe set flush with the pavement marking the wast and of a southerly 170.00 foot offset to the canter lin* of the runway. Thence from said point S 3S' 271007 M 164.00 feet to a point thence N 54' 331007 M 29.87 feet to an open 3/47 iron pips narking the northeast cornar of the lease parcel herein to be described. Said point to be known as the true point of beginning. Thence from said point of beginning N 54' 33100" w 155.00 feat to an open 3/47 Iron pipe., Thance'S 35' 27100" M 90.00 feet to an open 3/4" iron pipe. Thews S 54' 331007 E 155.00 foot to an open 3/4" iron pips. -Thence N W. Z71007 E 90.00 feet to the true point of beginning. Said parcel contains 0.32 aeras more or las. Ordinance No. 2665 N.C.S. Page 42 Ail that portion of land lying within Parcei 19" as shown upon the Map anti tled Exhfbit "A" Alrport Property Hap, on f 11 with the Ctty of Petaluma. Further described as followss Begfnning at an open 3/4" iron pipe Marking the most southwesterly corner of Pfendler lease. Thence from said corner S 35' 27'OOR N 10.00 feat to a point. Thence S 54' 33000" E 155.00 fast to a polot. Thence N 350. 27100" E 10.00 feet to an open 3/4" Iron pipe narking the most southeasterly corner of Pfsndler lease. Thence N 54'. 33100" K along Pfendler lease most southerly boundary 155.00 feet t0 the point of beginning. Said parcel contains 0.03 acres More or less. Irvulmm is Ordinance No. 2665 N.C.S. Page 43 EXHIBIT F ASSIGNMENT AND ASSUMPTION OF LEASE This Assignment and Assumption of Lease is entered into by and between. .K M3ERLY PFENDLER, as successor to Peter G. Pfendler ("Assignor") and GOLDEN STATE LUMBER, INC. ("Assignee") regarding a lease of real property at the Petaluma Municipal Airport, which property is owned by the CITY OF PETALUMA ("City"). Whereas, on October 24, 1988, Peter G. Pfendler and the City entered into that certain "Lease Agreement at the Petaluma Municipal Airport", Which lease was thereafter amended by that certain "First Addendum to Lease Agreement at the Petaluma Municipal Airport" dated August 7, 2007 (both of which documents are collectively referred to as the "Lease"); Whereas, Assignor has constructed a hangar and made certain other improvements to the leased property; Whereas, Paragraph 18 of the Lease provides, "Assignment and Subletting. It is agreed that Lessee is authorized to sublet the leased premises to a Sublessee, subject to the terms and conditions of this lease. Any such sublease shall be subject to the written approval of Lessor, which approval shall not be unreasonably withheld." Whereas, Paragraph 22 of the Lease provides: "Surrender of Possession." At the expiration of the leasehold term, Lessee agrees to yield and deliver to Lessor the possession of the leased premises and all buildings, fixtures, physical improvements and appurtenances erected by Lessee pursuant to paragraph 4 hereof." Whereas, Assignor and Assignee have entered into an agreement whereby Assignor sold to Assignee Assignor's interests in such hangar and improvements and Assignor's interests in the Lease for the property on which the hangar is located; and Whereas, and now the parties desire to complete a formal assignment of the Lease. NOW THEREFORE, IT IS AGREED AS FOLLOWS: 1. Assignment of Rights re Lease. Assignor does hereby assign to Assignee all of her right, title and interest of any type or nature in and to the Lease as of the Effective Date of this instrument. Assignor warrants that she is the holder of all rights of Peter G. Pfendler in said Lease and that said Lease is valid, in effect and in good standing. Other than such warranty, said assignment is "as is" and without warranty of any kind. 2. Assumption of Duties re Lease. Assignee does hereby assume all duties and obligation .of Assignor under said Lease as of the Effective Date of this instrument, including but not limited to obligations arising under Paragraphs 18 and 22 of the Lease set forth above, and agrees to indemnify and hold harmless Assignor, and all successors thereof, from and against any and all costs, expenses, liabilities or obligations in any manner arising from or related to said Lease from and after the Effective Date of this instrument. All costs, Ordinance No. 2665 N.C.S. Page 44 expenses, liabilities or obligations in any manner arising from or related to the Lease prior to the Effective Date shall be born by Assignor, who shall hold Assignee harmless therefrom. 3. Effective Date. The effective date of this instrument (`Effective Date") is February 27, 2009. 4. General Provisions. Each of the parties agrees to execute any other and further document as may be reasonably necessary to consummate or memorialize this transaction. Each of the parties signing on behalf of a principal warrants that he or she has authority to execute this instrument on behalf of a principal. This instrument is the full and complete agreement of the parties regarding the assignment and assumption of the Lease. In the event that any legal action is necessary to enforce the terms of this agreement, the prevailing party therein shall be entitled to recovery her/its reasonable attorney fees incurred. Dated: Dated: ASSIGNOR: ASSIGNEE: Golden State Lumber, Inc. , I -L %� -x:;_, �= Kimberly Pfen le By Lee P. Nobmann, CEO CONSENT TO ASSIGNMENT OF LEASE The City of Petaluma ("City") does hereby approve the above assignment of the Lease pursuant to Paragraph 18 of the Lease. City's Consent to Assignment of Lease is conditioned upon (a) payment of rent in the amount of Two Thousand Nine Hundred and Ninety-three dollars ($2,993.00), which constitutes full payment to City due under the Lease to and including March 31, 2010, and (b) execution of this Assignment of Lease by the Parties and execution of the Consent to Assignment of Lease by City. At such time as City executes this Consent to Assignment of Lease, City confirms that the Lease is valid and in good standing as of the date of execution of City's Consent to Assignment of Lease. The undersigned warrants that he has authority to execute this Consent on behalf of the City. Dated:/D, 2009 CITY OF PETALUMA By John Bro City Manager Ordinance No. 2665 N.C.S. Page 45 ATTEST: City Clerk APPROVED AS TO FORM: City Attorney APPROVED: 611' epartment Director APPROVED: interim Finance Director 1296268.4 Ordinance No. 2665 N.C.S. Page 46 OP ID: MF ACO P DATE (MMlDD/YYYY) �..1 EVIDENCE OF PROPERTY INSURANCE 11/09/2009 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW, THIS EVIDENCE OF PROPERTY INSURANCE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. AGENCY PHONE 1,707-782-9200 COMPANY Don Ramatici lnsurance, nc. Granite State Insurance Co. P.O. Box 551 Petaluma, CA 94953 Paul Ramatici AveN: Y CUST ER ID , GOLDE-3 INSURED Golden State Lumber, Inc. LOAN NUMBER POLICY NUMBER 855 Lakeville Street, #200 02LX32961856 Petaluma, CA 94952 EFFECTIVE DATE EXPIRATION DATE CONTINUED UNTIL ' 10/04/09 10/04/10 TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: LOCATION/DESCRIPTION Petaluma Municipal Airport Petaluma, CA 94954 Airplane Hangar THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. wnc wcnouwa•,n�, COVERAGE I PERILS I FORMS AMOUNT OF INSURANCE DEDUCTIBLE Building - R/C -Special Form - 90% Coinsurance 400,000 26,00 r@ CP1218 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE: EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE ADDITIONAL INTEREST NAMED BELOW, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. NAME AND ADDRESS X MORTGAGEE LOSS PAYEE ADDITIONAL INSURED ' LOAN N City of Petaluma its officers employees agents & volunteers AUTHORIZED REPRESENTATIVE PO Box 61 Petaluma, CA 94953^ ACORD 27 (2006/07) © ACORD CORPORATION 1993-ZUUs. An ngnts reservea. The ACORD name and logo are registered marks of ACORD Ordinance No. 2665 N.C.S. Page 47 POLICY NUMBER: 02LX32961956' COMMERCIAL PROPERTY CP 12 18 06 95 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LOSS PAYABLE PROVISIONS This endorsement modifies insurance provided under the following: BUILDING AND PERSONAL PROPERTY COVERAGE FORM BUILDER'S RISK COVERAGE FORM CONDOMINIUM ASSOCIATION COVERAGE FORM CONDOMINIUM COMMERCIAL UNIT -OWNERS COVERAGE FORM STANDARD PROPERTY POLICY SCHEDULE Provisions Applicable Loss Lenders Loss Contract Payable Payable of Sale X Prem. Bldg. Loss Payee No.No. Description of Property (Name & Address) Hanger @ Petaluma Municipal City of Petaluma its officers Airport employees agents & volunteers PO Box 61 Petaluma, CA 94953 A. When this endorsement is. attached to the STANDARD PROPERTY POLICY CP 00 99 the term Coverage Part in this endorsement is replace by the term Policy. The Following is added to the LOSS PAYMENT Loss Condition, as indicated in the Declarations or by an "X" in the Schedule: B. LOSS PAYABLE For Covered Property in which both you and a Loss Payee shown in the Schedule or in the Declarations have an insurable interest, we will: 1. Adjust losses with you; and 2. - Pay any claim for Loss or damage jointly to you and the Loss Payee, as interests may appear. C. LENDER'S LOSS PAYABLE 1. The Loss Payee shown in the Schedule or in the Declarations is a creditor, including a mortgage holder or trustee, whose interest in Covered Property is established by such written instruments as: a. Warehouse receipts; b. A contract for deed; G. Bills of lading; Ordinance No. 2665 N.C.S. Page 48 mob® CERTIFICATE OF LIABILITY INSURANCE OPib MF DATE(MM/DD/YYYY) GOLDS -3 11 091.09 PRODUCER Don Ramatiei Insurance, Inc. P.O. Box 551 THIS CERTIFICATE IS ISSUED AS A MATTER OF )NFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Petaluma CA 94953 DATE MMIDDIYYYY Phone:707-782-9200 Fax:707-782^9300 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA Granite State Ineur nca Co. 13102 INSURER D: National Union Pis. Ina, of 7A 1944 Golden State Lumber, Inc. Sierra Point P1ywo0d & Lumber 855 Lakeville Street, #200 Petaluma CA 94952 INSURER C: INSURER D. INSURER E: FF COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH _REVISED POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. - YPE OF INSURANCE POLICY NUMBER DATE MMIDDIYYYY DATE MMIDD LIMITS LIABILITY EACH OCCURRENCE i S 1 000 000 FF kG-E-NERAL MERCIAL GENERAL LIABILITY 021.X32961956 10/04/09 10/04/10 PREMISES Eaoccuronca 3100 000 CLAIMSMADE'a OCCUR MEDEXP(Anyoneperson) 3 5 000 PERSONALBADV INJURY S1,000 •000 00 PD Dedp@r currence GENERAL AGGREGATE 32,000,000 GEHL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG s2,000,000 X POLICY jE� LOC Ben. 1,000,000 AUTOMOBILE UABILITY COMBINED SINGLE LIMIT S 1,000,000 A X ANYAUTO 02CA158474671 10/04/09 10/04/10 (Ea accident) BODILY INJURY 3 ALL OWNED AUTOS SCHEDULEDALITOS (Perpereon) BODILYINJURY 3 X HIREDAUTOS X NON•OWNED AUTOS (Per ecddent) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY -FAACCIDENT 3 OTHER THAN FAACC 3 ANY AUTO AUTO ONLY: AGG $ EXCESS/ UMBRELLA LIABILITY EACH OCCURRENCE 3 10,000,000 B X I OCCUR F� CLAWSMADE BE19210658 10/04/09 10/04/10 AGGREGATE 3 10I.000,000 3 3 RDEDUCTIBLE $ X RETENTION $10,000 WORKERS COMPENSATION" AND EMPLOYERSUABILITY YIN TO YLIMITS ER E.L EACH ACCIDENT S ANY PROPRIETOR/PARTNER/EXECUT ED OFFICEPJMEMBER EXCLUDED? E.L. DISEASE -FA EMPLOYEE $ (Mandatory In NH) E.L. DISEASE . POLICY LIMIT S If yes, describe under SPECIAL PROVISIONS bebw OTHER A Building 02LX32961956 10/04/09 10/04/10 Limit 400,000 Special Form RC Deduct 25,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENTI SPECIAL PROVISIONS With Respect to Hangar @ Petaluma Municipal Airport *10 days notice will be sent for non-payment of premium 30*CG2011 CERTIFICATE HOLDER CANCELLATION City of Petaluma, its officers, employees, agents & volunteers PO Box 61 Petaluma, CA 94953 ACORD 26 (2009/011 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE PETALU2 DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO -THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR REPRESENTATIVES. ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Ordinance No. 2665 N.C.S. Page 49 COMMERCIAL GENERAL LIABILITY CG 20 11 01 96 POLICY NUMBER: 02LX32961956 INSURED: Golden State Lumber, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL* INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation of Premises (Part Leased to you): Hangar.@ Petaluma Municipal Airport 2. Name of Person or Organization .(Additional Insured): City of Petaluma, its officers, employees, agents & volunteers 320 N. McDowell Blvd. Petaluma, CA 94953 3. Additional premium: (If no entry appears above, the information required to'complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section 11) is amended to include as an insured the person or organization shown in the Schedule but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person or organization shown in the Schedule. Ordinance No. 2665 N.C.S. Page 50 ULD RE.0 UBLIC INSURANCF.COMN AINY CERTIFICATE OF INSURANCE Revision 1 This is to certify to City of Petaluma, (Certificate Holder): Its officers, employees, agents and volunteers Post Office Box 61 Petaluma, CA 94953 The following policy(es) Advantage Flight Service, Inc. Have been issued to: 855 Lakeville Street#200 Petaluma, CA 94952 � yr ?HOF -',;IX AVIATZO-'4 .vX,.G1MS.tr. POLICY INFORMATION: AIRCRAFT POLICY NO: AV 08083305 POLICY PERIOD: FROM: August 6, 2009 TO: August 6, 2010 THIS COVERAGE IS EFFECTIVE 12:01 A.M. August 8, 2009 INSURANCE COMPANY: OLD REPUBLIC INSURANCE COMPANY F -LIABILITY COVERAGES: LIMITS OF LIABILITY _ _ -1 ❑ Property Damage $ ❑ Passenger Bodily Injury $ ® Single Limit Including Passengers, $ X>= ❑ With Passenger Liability Limited to: $ $ 25,000,000 DESCRIPTION OF AIRCRAFT PHYSICAL DAMAGE COVERAGE: ALL RISKS GROUND & IN-FLIGHT INSURED DEDUCTIBLES F.A.A. NO. YEAR MAKE AND MODEL VALUE NOT IN MOTION IN -MOTION IINGESTION N246GS 2001 Cessna Citation 525 $ $ $ / $ Included as a Loss Payee for Aircraft Physical Damage Coverage. Breach of Warranty Coverage on Aircraft•Physical Damage as their Interest may appear not to exceed 90% of the Insured Value. Included as an Additional Insured on Aircraft Liability Coverage but only with respect to operations of the Named Insured. Provided a Waiver of Subrogation on Aircraft Physical Damage Coverage, but only ❑ This coverage includes War and Confiscation Physical Damage Coverage ❑ This coverage includes War, Hijacking and Other Perils Exclusion Clause ❑ This coverage includes ENception to Terrorism Exclusion ❑ This coverage includes Conditional Exclusion of Terrorism AV POLICY COVERAGE: This coverage includes Aircraft Hull War and Allied Perils ❑ This coverage includes War; Hijacking and Other Perils Exclusion Clause ❑ This coverage includes Exception to Terrorism Exclusion for Certified Acts of Terrorism ❑ This coverage includes Conditional Exclusion of Terrorism 7---, nag —" nmuc av ywo .nv -.-n.... ... — umiy %—' ..Y.--. —'—.ona...n - icn k-) uaya — nvnraywc,n - pvnumn v, m,y F—), above; however, the Comparry assumes no responsibiiity for the failure to provide such notice. This Certificate does not change In anyway the actual coverages provided by the DolloWes) sDedfied above. Agency Phone: 303-526-5300 Date: August 6, 1990 VAUGHN ROAD, SUITE 350 KENNESAW, GA 301441 PH: (770) 590-4950 1 FX: (770) 590-0599 A MEMBER OF THE OLD REPUBLIC INSURANCE COMPANY Ordinance No. 2665 N.C.S. Page 51 DA7E(MMlOD1YYYY) �1® CERTIFICATE OF LIABILITY INSURANCE OP ID C1 ADVAN-8 08/05/09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Don Ramatir-•i Insurance, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 551 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, LIMITS Petaluma CA 94953 Phone: 707-782-9200 Pax:707-782-9300 INSURERS AFFORDING COVERAGE NAIC INSURED INSURERfA L I 08/06/10 INSURER B: A vantage Flight Service Inc. C O Golden State Z er Co. INSURER c: INSURER D: AUQ 8 5 Lakeville St. #200 Petaluma CA 94952 INSURER E: GENERALAGGREGATE s 25 000 Opo COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. N HStAwLIU VV:Jtit n� WITH ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT H RESPECT TO WHICH THIS CERTIFICATE MAY 8 Is" ••. MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR 7YPEOFINSURANCE POLICY)IUMBEft DATE MM1UOD�IYYYY DATE MMIDO/YYYY LIMITS x GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE. ❑ OCCUR AIRCRAFT AV08083305 08/06/09 08/06/10 EACH OCCURRENCE 5 PREMISES JERoccuromo S MED EXP (Any one porton) S PERS014ALBADV INJURY S GENERALAGGREGATE s 25 000 Opo GENT AGGREGATE LIMITAPPLIES PER: POLICY PECT RO, Lor - J PRODUCTS•COMP/OPAGG S AUTOMODILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (En accidenl) S BODILY INJURY (Per Person) S BODILY INJURY (Per accident) S PROPERTYDAMAGE $ (Por accldunl) GARAGE LIABILITY ANY AUTO AUTO ONLY -EA ACCIDENT S OTHER THAN EAACC 5 AUTO ONLY: AGG g EXCESS/ UMBRELLA LIABILITY OCCUR EICLAIMS MADE DEDUCTIBLE RETENTION S EACH OCCURRENCE $ AGGREGATE S S S S WORKERS COMPENSATION AND EMPLOYERS' UAS)UTY YIN ANY PROPRIETOR/PARTNERIEXECUTIVEM OFFICERIMEMBER EXCLUDED? (Mendolory In NH) If yet;, dosoibe under SPECIAL PROVISIONSbalow VVGNIA V- TORY LIMITS ER E.L. EACH ACCIDENT Is — E.L. DISEASE -EA EMPLOYE S HL DISEASE -POLICY LIMIT S OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT f SPECIAL PROVISIONS 2001 Citation CJl 525; N246GS CERTIFICATE HOLDER IS AN ADDITIONAL INSIORED CERTIFICATE HOLDER CANCELLATION City of Petaluma, its Officers Employees, Agents & Volunteers Jeanne Castro Po BOX 61 Petaluma CA 94953 ACORD 25 (2009/01) SHOULD ANY OF THE ABDVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION! DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. -"C� O.W%[lam- `+- © 1988-2009 ACORD The ACORD name and logo are registered marks of ACORD reserved. Ordinance No. 2665 N.C.S. Page 52 OLD REPUBLIC INSURANCE COMPANY DECLARATIONS POLICY NUMBER AV 08083305 RENEWAL OF: AV 08083304 ITEM 1. NAMED INSURED: ADVANTAGE FLIGHT SERVICE, INC. AND GOLDEN STATE LUMBER, INC. 855 LAKEVILLE STREET•# 200 PETALUMA CA 94952 ITEM 2. POLICY PERIOD:. FROM AUGUST 06, 2009 TO AUGUST 06, 2010 12:01 A.M. STANDARD TIME AT THE ADDRESS IN ITEM 1. - ITEM 3. The insurance afforded is only with respect to such of the following coverages as are indicated by specific premium charge or charges. The limit of the company's, liability against each such coverage shall be as stated herein, subject to all of the terms of this policy having reference thereto. This policy is completed by Aircraft Hull and Liability Form PAM-AV2. LIMITS OF LIABILITY --------------------------- ITEM 4. LIABILITY COVERAGES D. .SINGLE LIMIT BODILY INJURY,INCLUDING PASSENGERS, AND PROPERTY DAMAGE; E. EXPENSES FOR MEDICAL SERVICES OTHER LIAR COVERAGE - SEE ENDORSEMENTS TERRORISM (TRIA) • LTAR EACH PERSON EACH OCCURRENCE PREMIUM $ 25,000,000 $ 6,447 $ '10,000 $ 70,000 $ 0 **** **** $ 645 **** **** Included LIAB. TOTAL: $7,092 ITEM S. Description of Aircraft and Physical Damage Coverage hereunder: F.A.A. REG. SEATS INSURED AIRCRAFT NO. YEAR MAKE AND MODEL TYPE CREW PASS. VALUE 1. X246GS 2001 •CESSNA CITATION 525 LAND 2 5 $3,300,000 PHYSICAL DAMAGE COVERAGE PREMIUM 1. F: ALL RISK: GROUND & FLIGHT $ 13,695 OTHER HULL COVERAGE **** ENDORSEMENT: $ 990 TERRORISM (TRIA) Included PHYSICAL DAMAGE TOTAL:• $14,685 PRODUCER COPY DEDUCTIBLES NXL ON FIRE AND THEFT NOT IN MOTION IN MOTION $ 0 $ 0 POLICY PREMIUM: $21,777 Ordinance No. 2665 N.C.S. Page 53