HomeMy WebLinkAboutAG Unlimited 2017-09-01 Cecc- N9, 1c.17 -a,iUKIAH REGIONAL
AIRPORT
CITY OF UKIAH
AGREEMENT FOR LEASE
OF AIRPORT PROPERTY
AGREEMENT FOR LEASE OF PROPERTY
UKIAH REGIONAL AIRPORT
TABLE OF CONTENTS
LEASESUMMARY..»»..».....».....K..»..........................................................................,.»»,.,..»»,»......r�i
PREAMBLE.......................................................................,...........».......».....»...........,...........................
..,....l
ARTICLE I DEFIN1TlONS..»..».......................»...»..................�............................,.....»,.»,»»».»...»...»».2
1,01 AlRFX)RT................................... ....... , ........................................................... , . .. .
1,02 AIPRORT MANA[1E3t.... .................................................................... .. . ......... ..2
1,03 ANNIVERSARY DATE ,...,... , ...... ............................................,........,................................ ........., ,2
1-04 BASE RENT ....................................... . .... ... ...................................................................... .... .. . .2
1.05 CPI... . ........................................................ . . .. ......................... .......................................1—. ,...,.
1-06 CRYCOUNCIL.................................... . ... . ....................................................................... .. ..... .2
1,07 DOT....................—.................. ..........,.,.,.,.,....,.,.,.................................... . . .. 2
1,01 FAA...................... . ...... ... .... ... ......................................................... .................... ................2
1.09 SION............. . . .................................................................... . . .. , . ..,....................,.,,.,,,,.,.,,.,.,3
1,10 LEASED PREMISES.... . . ......... .... ................................................................. ....... 3
1,11 LEASE YEAR....................... . . ., ........................... .., ... ,...,.,, ,................3
1-12 TRADE FIXTURES..................... . . .. . ............................................................ . ... .........................3
ARTICLE 2 SPECIAL CONDITIONS.........»».»»........».........._....,,...M................................k..................4
2,01 TERm.. .. .... . ........................................... . ................................................................. . ... ..4
(a) commerteement................................................................................... ...................... . ................. 4
(b) Extension of Initial Term........ -•---- ......-„...................................................................................... 4
(e) Use of the Word"term..-,.--,........................................-,...,..,.........,...,,.,.,...,.,,,-.......................,..-- 4
2,02 DESCRIPTION Of LEASED PREMISES............................................ . ....................... .............................4
2,03 USE Cf THE LEASED PREMISES................................ ............ .......................................................... ..a
(a) Permieled Use................................................................................................ .................... 5
(b) Limitations...........................................................--........................................,,.,-,-,.....-.,-,--..,-..-.-. 5
2,04 .................................. . .... ... . ................................................... . 6
(a) 77 me and Afanner of Paymernt.....-- .-..-•......................................................................................... 6
(b) Base Rew............................................................................................,.,.,,...-,.,.,..-.-.-,- E
(c) CP}Rental Inc-moses..............................................................................
(d) Base Runt Adjuslmenu....... .... .................. ..............................„....,, ,,........-.
2,05 SECURITY DEPOSIT.................................-. . .. ...................,................ ..................... .,.. ... ..,. . .....7
(a) Initial Deposit.................................................................................................................................. 7
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' 7
80 �\nw�fiom«fQwpxs�--',—._--___________________________
2,06 AQDtTxOmA L FEES,CHARGES AND R-EwrAuS--- ......................... ...............................................7
2.07 LIQUIDATED DAMAGES imowLATE PAvmeNlrS'-............. ........ ........................ .............. —'--7
2.08 Uzlunsa.—...--............................................................................................................... -----7
2.09 MAINTENANCE Op LEASED PREMISES..............,............____.............................--......................
&
(a) Responsibility of City..................------~----'---------------------- �
(b) ....................... .~....... .------------- ........
----�
2'10 lMpROvEM E*TyqeALTEp.,kT|0ws ........ --.—........ ----------.......... ....................
--�
��'�x�—.-------------------------------------------'-8
AW pvekoivc&Y plans-- ....... ------------_---_ ........--- ........ ...... .......8
*) Review @/and Comment am Preliminary P6mns_ ....... ....... _................................................. 9
(d) FiralP6ans ......................... ..................— ........... --_--_ ................. — ..................... 9
AVApproval 0,Final Plans .......................... ........ ......— ........................................................... 9
(1) Hodykuplon of Final P6omx ...... ...___............---- ..................... .......................... ............— 9
(V Aorkwqf Cowplewivn_-- ........ ........ ........ ............... —_— ........................................—.. 9
00 Drawings.......___.......... -------- ...... ............ .................. /0
(0 Re*mxmlo/UnaXprovmd Improvements, ----_--------- ........... ---_— A$
%-| | lwSUnAHCE`.—'-- .......--'-- ........____...... ..........------ ................ ........ '--' 10
2,13 TRASH AND CiARoAQs. ......... -- .......... _.-- ...................... ........................ li
2,13 Nomis ........ ...............___............... .............. ----.--............................ .................... .--' 10
ARTIC LE 3 GENERAL 12
3.01 ACCEPTANCE np LEASED PREMISES........................................................ .......................................... |2
3k2 Auzz`xm AND S*TmpacTm................................ ...... .................................................................. - i2
313 AIxpqDao REGULATIONS.... --- .............. --_--- ..................... ......—...... ....................-- i2
314 AMENDMENT PsQmRsoaY FAA......... ................... ------------_---------....... i1
3,05 Ass mNvmswr AND SuaLarnmp--............. ------ ...... --------- ..........___......___ 11
(4V Assigwwen-----...---_----------_----------------------- /2
N# 3uDle«fiwg....... ........--_----'---'—' ......------ ......____................... 12
3.06 AunMORxrYopAonEswsnr —_—'— ................................. -- ........... ........—,---.—..' B
3�07 ^&UnHom|rvop THE AJRponT MANAGER................... ............................................... ....................... |3
3,08 CALIFORNIA LAW .............................................................................................................................. |3
3.09 REMOVED........................-------- ................ ................................................................ --. |3
3.10 CUMULATIVE IkFwso|Es--....-- ............ — .............____... ---..............____... ...... ......' i3
].|l DAMAGE onDEsTmucr|ow0F IMPROVEMENTS—.---. ........ ------ ...........—................... i3
(a) &/1hifio»*........................................................................................... ......................................... /4
(b) Repair Obligations and Rights o/7enm0no1ov................... -----,.— ........--,--.---- /4
(c� LimmmYo,*°City's Objigafiem----------- --------------------------------------------------------------------------------------- /4
(d) /imp4pm*»s of Rental......................................... --- ........ --------- ............ /J
112 EARLY TERMINATION BY CITY............. -....I'll........ -----'----'-............ .............-... l5
3,13 --~,.....--'--------_-'_--------------'.' |5
�.14 EXECUTION BY CITY CokWu..---__ ..~..-..- ..-'.--'---_-_-----_-- |5
3,15 FORCE M*)EIJK!E-..~-'-...........--- ........... .........-----__-......____............. ................. |6
3,16 HEADINGS...... .............................. ...........................____........ _----., ............................ |6
117 8CLo|Nq OVER......................................................... ---------^^^^^`'~'~- .................... 16
3.18 INDEMNIFICATION Of CtTr .... ......... ......--'-- ........ ---,.-........................................... 16
3.]1) INTERPRETATION dp AGREEMENT ......................... -------.-,............................................. 16
310 INv*LN>PR0vIS IONS'-...... .................. .............-'----,-.-, ...................................___... 16
211 LICENSES AND PC8MRS.................... ........____......---- ........................................................ 17
3.22 NATIONAL PoLLUnAmTDUxCHAmGsELnwn**TxO*SYSTEM-' ....................................................... 17
3.23 NW^nnowcF9amn-NEma*|P--.-.............................................................. -............____.......... ]7
3,24 NET LsAss....................-----'-.................. ............................. ............ ............ ......____ 17
3.25 Notsc C0NTmoL ......... --'---_- ........................................................ ----- ......-......- 1?
3.26 NONDISCRIMINATION-- ........ ..............................................-'-'-........ 17
3.27 NONEXCLUSIVE Rocjeza......._-- .................,.-................ ...... ......- .......___......--' ..........
XW
3.78 NoNnmxvsmop RIG*rS----................................................. '------ ..............................
l�
129 NOTICE oF CLAIMS AND SUIT-- ........................... -----------....................................... ]8
3.30 NoWARPAwTYREAmpoKT.................. ...... ...........................................................................___ 1s
3.31 NUISANCE AND WASTE--.,..____........................................ -----....................................... 18
3.32 PnxaHre|lnomop , ................................................. ----- ...................................... 18
3.33 REMOVAL OF LESS sVSPnnpserY.........-- ........... .......... -_--.-.,-....................................... 19
J.34 BEpo«7s ........................... ....... ................ ------..-.- ........................................................ 19
3.35 Rssrnicn8w8AND REGULATIONS........ ......--,..'. ................ ...................... ........ ------' l9
3,36 RuoHToFSNTRY................. ......---'-....................................................___.........____....... 19
3.37 RISK REPuCTfOv......- ......____ ..................... ................................... ----. ........................ 19
I39S0Ns...............................................--'-,-,-~.. ...................................- ...... -'---..' |9
139 -............ .............. -_`___,,_ ....................................... ...... _____.20
3.40 SuVOsSSoR%*ND ASSIGNS................... --'-,-- ......................................._ ...... -'-20
3,41 SURRENDER 0fLE*SCoftsMISss--- ...... ............... ...... .......................................--,--'..20
3A3TAXES__, ................................ ___ ................................ ..........._______' .....................20
3A3 TlM8OFTHE Easswco--'--.-----...........................---_- .............................................. 20
3.44 VEHICULAR AND EQUpWCmTP^RKTvG.......................... -'-,....-----'-............... _23
3.45 ENTIRE AoRsEx4EwT.....................____..........____....................___......'',.'%3
3.46 GXscUr"Vf AGREEMENT..................-------- .... .................................... ............... -,Z0
_,-
EXHIBITS:
A. Leased Premises (Hasting Ukiah, CA 95482)
B. Insurance Requirements
C. FAA Assurances
UKIAH REGIONAL AIRPORT
Lease Summary
Type of Agreement LEASE OF GROUND AT UKIAH AIRPORT
Lessor City of Ukiah
Lessee AG Unlimited a division of the Lyman Group, Inc.
Representative Devin Gordon
Phone 707-489-0261
Notice Address Lessee Lessor
AG Unlimited
A division of the Lyman Group, Inc. City of Ukiah
4550 El Roble Rd 1403 South State St
Ukiah, CA 95482 Ukiah, CA 95482
Initial Term 5 years commencing on Effective Date of Agreement
Termination The last day of the 60 full calendar month following the Effective Date
Leased Premises 58,200 sq feet ground lease
Rent lease Year 1: .015$per sq foot @ 58,200 sq ft= 873$ per month rent
Rent Increases CPI adjustments annually July 1. (Reference 2.04 (c))
Security Deposit None
Utilities Lessee Responsibility. (Reference Section 2.08)
Maintenance All performed by lessee. (Reference Section 2.09)
Other Fees Reference Sections 2.04- 2.09, 2.12, 3.05, 3.11, 3.14, 3.20, 3.22, 3.27,
Authorized Use(s) Storage Yard
Minimum Insurance Per Exhibit B, summarized as:
General Aggregate: $2,000,000
Products Comp/Op Aggregate: $1,000,000
Personal &Adv. Injury: $1,000,000
Each Occurrence: $1,000,000
Fire Damage: $ 1,000,000
Automobile Liability: $1,000,000
Workers' Compensation: Statutory
Employer's Liability: $1,000,000 per accident for bodily injury or disease
Note: This Lease Summary is presented as a reference of the Lease information at the time of execution. if there is a
discrepancy between the information contained in this Lease Summary and the requirements contained in the remainder of this
Lease,the requirements as stated in the remainder of this Lease will be applied.
-vii-
AGREEMENT FOR LEASE OF PROPERTY
UKIAH REGIONAL AIRPORT
THIS AGREEMENT is entered on September 1, 2017 ("Effective Date"), by the CITY OF
UKIAH, a general law Regional corporation, hereafter"City," and AG Unlimited a division of the
Lyman Group, Inc., organized under and in compliance with the laws of the State of California,
and authorized to conduct business in the State of California, hereafter "Lessee."
RECITALS:
1. City operates and maintains the Ukiah Regional Airport, (hereafter"Airport"),
located in the City of Ukiah, California, and has the right to lease portions of such
Airport, subject to the terms and conditions hereafter set forth.
2. Lessee is a company engaged in retail business,
3. Lessee desires to lease Airport property from the City for use in conducting
Lessee's operations at the Airport.
4. City is willing to lease property to Lessee on the terms and conditions set forth in
this Lease.
AGREEMENT:
City and Lessee hereby agree as follows.
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 1 of 25
Article 1
Definitions
As used herein, the following words and phrases shall have the meanings set forth
below:
1.01 Airport
"Airport" means the Ukiah Regional Airport operated by the City as a public airport.
1.02 Airport Manager
"Airport Manager" means the City employee who manages the day-to-day operation of
the Airport and who has the authority and responsibilities contained in Division 6, Chapter 1,
Article 1 of the Ukiah City Code, commencing with Section 5000. Whenever in this agreement
reference is made to the Airport Manager, that reference may include any other officer or
employee of the City, including the City Council or the City Manager, if the approval of that other
officer or employee is required by the laws and rules applicable to the City.
1.02 Anniversary Date
"Anniversary Date" means the day and month of the Effective Date in each year
following the year, when this lease was first entered by the parties.
1.03 Base Rent
"Base Rent" means rent specified in Section 2.04(b) of this Lease.
1.04 CPI
"CPI" means the Consumer Price Index published by the United States farm of Labor
Statistics, for all commodities for all urban consumers in the All U.S. Cities Average Index (index
base 1982-84=100).
1.05 City Council
"City Council" means the legislative body of the City as established in Title 4, Division
3, Part 2 of the California Government Code, with the authority to lease City property, including
property at the Airport.
1.06 DOT
"DOT" means the United States Department of Transportation, and any federal
agency succeeding to its jurisdiction.
1.07 FAA
"FAA" means the Federal Aviation Administration of the United States government, and
any federal agency succeeding to its jurisdiction.
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 2 of 25
1.08 Sign
"Sign" shall have the meaning set forth in Section 3.4.
1.09 Leased Premises
"Leased Premises" means those certain premises leased to Lessee pursuant to this
Lease, which premises is more particularly described by Section 2.02 and the attached Exhibit
A.
1.10 Lease Year
"Lease Year" means a period of twelve (12) consecutive calendar months, starting on
the Effective Date September 1, 2017 ("Commencement Date") and ending August 31, 2022
1.11 Trade Fixtures/ Lessee's Fixtures
"Trade fixtures" shall mean, but shall not be limited to: any signs (electrical or
otherwise) used to identify Lessee's business; all machinery and equipment used in connection
with Lessee's required or permitted activities pursuant to this Agreement, whether or not such
machinery or equipment is bolted or otherwise attached to the Leased Premises; and all other
miscellaneous office equipment, furnishings, and personal property of the Lessee.
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 3 of 25
Article 2
Special Conditions
2.01 Term
(a) Commencement
The term of this Agreement shall be for 5 Lease Years, commencing on the
Commencement Date and terminating on September 1, 2017 ("Initial Term").
(b) Extension of Initial Term
Lessee may request an extension of the Initial Lease Term and the parties shall
negotiate an Extended Term in good faith. Any Extended Term must be evidenced by
a written amendment of this Lease approved by each party and signed by their
authorized representatives.
If the City requires Lessee to move to a new location at the end of the initial term of this
lease, Lessee may request a rental credit to offset the cost of the move to a new
location.
(c) Use of the Word "term"
Whenever the word "term" is used hereafter in this Agreement it shall mean the
Initial Term and include any Extended Terms to which the parties have agreed.
(d) Early Termination
Lessee may terminate said lease within the term of this lease and be subject to a
early termination fee of equal to three months fees without cause.
2.02 Description of Leased Premises
City hereby Leases to Lessee the following premises at Airport more particularly
described below and shown on Exhibit A, attached hereto and incorporated herein by this
reference:
(a) Hasting Ukiah, CA 95482
Lessee accepts the Leased Premises as specified herein and such area shall not be
subject to recalculation. Except as provided herein, all premises are leased in their"as is"
condition and without any expressed or implied representations or warranties of any kind
whatsoever.
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 4 of 25
2.03 Use of the Leased Premises
(a) Permitted Use
Subject to the limitations set forth in Section 2.03(b), and elsewhere in this
Agreement, Lessee may use the Leased Premises for any or all of the following
purposes, but for no other purposes:
City authorizes Lessee to use the assigned space for 24 hour per day
Lessee, its employees, agents, guests, invitees, suppliers of material and
furnishers of services shall have full rights of ingress and egress with respect to the
following areas: 1) common use areas of the Airport; 2) the Leased Premises.
Lessee's use of the Leased Premises shall be in accordance with the
laws of the federal government and State of California, the ordinances, rules and
regulations of the City of Ukiah, the regulations of the FAA, the DOT, and the applicable
requirements of any other governmental agency with jurisdiction over the Airport or
Lessee's operations at the Airport. Lessee shall not engage in any operations at Airport
prior to obtaining any certification that may be required by the FAA. Lessee shall
furnish the Airport Manager a copy of any such certificates, upon request.
(b) Limitations
Lessee shall use the Leased Premises in accordance with the following
limitations and all other applicable terms, promises, conditions, and covenants
contained herein.
1. Except as specifically authorized in subsection (a) of this Section 2.03,
Lessee shall not:
a. engage in any commercial or noncommercial aeronautical or non-aeronautical
activity at Airport other than as provided in Section (a), including the sale of fuel,
oil, or any other petroleum product, without first complying with the Commercial
Operating Standards— Ukiah Airport and obtaining the required permits or
agreements from City; and
b. install or operate coin-operated food or drink dispensing machines or devices
unless approved in writing by the Airport Manager.
c. install pay telephones. City specifically reserves the right to arrange for the
installation of such pay telephones as Lessee may desire and to secure the income
from such installations unless approved in writing by the Airport Manager.
d. sell prepaid telephone cards or lottery tickets unless approved in writing by the
Airport Manager.
e. sell any goods or service not approved in writing by the Airport Manager,
including, but not limited to, threatening devices or weapons.
f. solicit or advertise goods which are not authorized by the Airport Manager under
this Agreement.
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 5 of 25
g. allow any sale by auction on the Leased Premises, without the prior consent of
the Airport Manager.
h. use or allow the Leased Premises to be used for any improper, immoral, or
unlawful purpose.
i. obstruct the sidewalks, roadways or passageways adjacent to the Leased
Premises.
2.04 Rent
Lessee shall pay rent to City as follows:
(a) Time and Manner of Payment
Lessee shall pay all rent in advance, in equal monthly installments, at City's
accounting office, at the address shown for City under Section 2. herein, on the first
day of each calendar month throughout the term of this Agreement. Each such
monthly installment shall be in an amount equal to one-twelfth (1112th) of the rent
payable for the Lease Year then in effect. Rent for partial months shall be pro-rated on
a monthly basis, based on a 12 month year.
Calculation of rent herein, on the basis of amounts payable per Lease Year, is for
purposes of convenience only, and shall not be construed as affecting Lessee's
obligation to pay City rent for the entire term hereof.
(b) Base Rent
Commencing on the Commencement Date Lessee shall pay Base Rent in the
total amount of$873 per month. Base Rent has been calculated based on the
following rates:
W .015$ per sq foot @ 58,200 sq ft= 873$ per month rent;
(c) CPI Rental Increases
Lessee shall pay rental increases, calculated as follows:
0) Effective on the July 1"of each Lease Year Lessee shall pay rent based
on the just completed Lease Year's rent plus an additional amount calculated as
follows:
The just completed Lease Year's rent shall be multiplied by the same
percentage as the percentage increase, if any, in the current CPI, prior to any
seasonal adjustment, as compared to the same month in the preceding year (e.g.
July 2008 level of 219.964 (1982-84=100) is 5.6% higher than in July 2007)
Lessee shall pay as additional rent a sum equal to the product thereof, to the
extent that such sum does not exceed 3 percent (3%) of the total rent payable by
Lessee for the immediately preceding Lease Year.
(H) Any decrease in the CPI shall not result in any decrease in Lessee's
rental obligation herein.
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 6 of 25
2.05 Security Deposit
(a) Initial Deposit
None required
(b) Conditions of Deposit
City may use such deposit, or any portion thereof, for payment of any sum owed to
City by Lessee,
Within fifteen (15) days of applying such deposit to correct a default or to pay amounts due
or owing upon termination of this Agreement, City shall provide Lessee with an accounting
of such deposit application. Upon termination of this Agreement, such deposit less any
amounts due or owing to City by Lessee shall be refunded to Lessee.
2.06 Additional Fees, Charges and Rentals
Lessee shall pay to City additional fees, charges and rentals in the event of any of the
following:
(a) If City has paid any sum or sums, or has incurred any obligation or expense, for
which Lessee has agreed to pay or reimburse City, or for which Lessee is otherwise
responsible; Lessee will be notified
Lessee's obligations pursuant to this Section 2.0 shall include all interest, cost,
damages, and penalties in conjunction with such sums so paid or expenses so incurred by City,
which may be added by City to any installment of fees, charges, and rents payable herein.
Each and every part of such payment by City shall be recoverable by City in the same manner
and with like remedies as if it were expressly set forth herein.
2.07 Liquidated Damages from Late Payments
If Lessee is in arrears for ten (10) days or more following the due date of any amount
payable to the City under this Lease, the parties acknowledge that additional clerical,
accounting and other work will be performed which would not otherwise be needed absent the
late payment. In addition, because the actual charges as a result of the late payment are
difficult to identify, the parties hereby agree that Lessee shall pay as a reasonable charge,
liquidated damages for the late payment in the amount of eighteen percent (18%) annual
percentage rate, or twenty-five dollars ($25.00)whichever is greater, applicable from the date
such payment was due to the date of actual payment. If the maximum charge permitted by law
is less than the foregoing amount, then the rate shall be such amount determined to be the
maximum legal amount.
2.08 Utilities
Lessee, at Lessee's sole cost and expense, shall make its own arrangements and pay
for all charges assessed for any and all of its utilities, including, but not limited to, electrical
power, natural gas, water, sanitary sewer, trash/garbage collection and disposal, telephone and
communication services, and for any other utility service or other service supplied to or used on
the Leased Premises, including any and all connection and metering charges, as billed directly
to Lessee by the City of Ukiah utilities departments or any other utility companies furnishing
such services. Where multiple rental units are supplied a utility service through a master meter
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 7 of 25
for which the Airport or the City is billed, Lessee shall pay such costs and charges based upon
such standard Airport rates and charges as may be established from time to time by City, and
meter readings, if any, for amounts used by Lessee, within thirty (30) days following the date of
such billing. Lessee agrees that any and all such charges for any and all such services shall be
paid before they become delinquent and that City shall be protected and held harmless by
Lessee from any expense or payment, arising from Lessee's failure to make a timely payment
for such services. City shall not be liable to Lessee for any interruption in or curtailment of any
utility service, nor shall any such interruption or curtailment constitute a constructive eviction or
grounds for rental abatement in whole or in part.
2.09 Maintenance of Leased Premises
(a) Responsibility of City
No maintenance of the leased space
(b) Responsibility of Lessee
Lessee is responsible for all maintenance of the lease premises.
Lessee shall be solely responsible for the cost of any repair or maintenance to
the Leased Premises resulting from the negligent acts or omissions of Lessee, its
officers, agents, employees, invitees, suppliers, or contractors. In the event of such
damage, City may elect to perform such repair or maintenance itself, at Lessee's sole
cost and expense, or require Lessee to perform the same at Lessee's sole cost and
expense. Provided, however, if such repair or maintenance is not of an emergency
nature, as determined by the Airport Manager, in his sole discretion, City shall give
Lessee five (5) days advance written notice of its election in such matter.
Lessee agrees to take good care of the premises and to return the same at the
termination of this Agreement in as good order and condition as when received,
excepting ordinary wear and tear and natural decay.
2.10 Improvements or Alterations
(a) General
No improvements, alterations or repairs of any kind shall be erected, placed,
assembled, constructed or permitted on the Leased Premises without first obtaining
written authorization from the Airport Manager. In the sole opinion of the Airport
Manager, if the proposed improvement, alteration or repair project is of a minor nature,
the project may be reviewed and approved solely by the Airport Manager. The Airport
Manager, at his sole discretion, based on the nature of the proposed improvement,
alteration or repair project may waive one or more of the procedures as set forth in
Section 2.11 herein. Notice of such waiver shall be in writing. In the absence of such
written waiver, Lessee must follow the procedures as set forth in Section 2.11 herein.
(b) Preliminary Plans
Prior to the preparation of preliminary plans, Lessee shall contact the Airport
Manager to schedule a pre-project meeting to brief City staff on the proposed
improvement. Preliminary plans shall show the full extent of the improvements to be
constructed including grading, drainage, landscaping, paving, structural details and
Tenant City of Ukiah Municipal Airport
Agreement for tease of Property Page 8 of 25
utility locations and the relationship of the proposed improvements to all adjacent
Airport parcels, public roadways, service roadways, taxiways and aircraft parking
aprons. A minimum of three (3)full sets of preliminary plans shall be submitted for
approval. Civil engineering plans shall include plan drawings submitted on a scale not
smaller than one (1) inch equals fifty (50) feet. Architectural plans shall include plan
drawings at a suitable scale but in no case shall the scale be smaller than 1116 inch
equals one (1) foot. Plans shall include complete specifications in sufficient detail for
City to determine compatibility with City objectives for the overall aesthetic character
and quality of the improvements, including the proposed exterior color, scheme, style,
materials, wording and placement of all signs.
(c) Review of and Comment on Preliminary Plans
Within thirty (30) days of the date of receipt of the preliminary plans, City will
return two sets of plans with comments. City review and comment on the preliminary
plans does not mean or infer that the proposed improvement has been approved by
City. Additional plans, specifications or design features beyond those submitted with
the preliminary plans may be required and shall be prepared by Lessee at the request
of City.
(d) Final Plans
A minimum of three (3) copies of final plans and specifications showing
responses to comments received and setting forth in all necessary detail the
requirements for construction of the project shall be submitted to City for approval prior
to submitting plans to other applicable agencies so that City may check them for design
conformance with the preliminary plans.
(e) Approval of Final Plans
Within thirty (30) days of the date of receipt of the final plans, if final plans are
approved, City will return final plans to Lessee with City approval stamp on the plans.
City will retain one full set of final plans. City approval of the final plans shall only
mean that the proposed improvement is consistent with City's goals and objectives for
Airport development projects and does not infer that the proposed improvement is
approved by the City officials, boards or commissions with regulatory jurisdiction over
the project, such as the Building Official, Zoning Administrator, City Engineer, Planning
Commission, Traffic Engineering Committee, City Council ("City Regulators"). After
approval of the final plans by City, Lessee has full responsibility for obtaining all
required federal, State and local approvals and permits including compliance with
California Environmental Quality Act (CEQA) requirements.
(f) Modification of Final Plans
Any modifications to the approved final plans including environmental mitigation
measures, modifications imposed by City officials, commissions or boards with
regulatory jurisdiction over the project, or construction change orders shall be
submitted to City for approval prior to construction.
(g) Notice of Completion
Within ten (10) days of construction completion, Lessee shall submit a Notice of
Completion to City. Within ten (10) days of receipt of Notice of Completion, City may
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 9 of 25
r
schedule an inspection of the improvements to be accompanied by Lessee for
purposes of confirming compliance with the final plans and any subsequent
modifications to the final plans. This inspection tour may be scheduled at the same
time Lessee schedules a final inspection in accordance with any requirements imposed
by the City Regulators.
(h) As-Constructed/Record Drawings
Within sixty (60) days after filing the Notice of Completion, Lessee shall furnish to
City one (1) set of original reproducible record drawings showing the "as-constructed"
improvements.
(i) Removal of Unapproved Improvements
Improvements made on the Leased Premises without the approval of final plans
for said improvements as outlined herein are hereby determined to be unapproved
improvements constructed or installed in violation of the conditions, restrictions and
requirements of this Agreement. Unapproved improvements shall be immediately
removed at Lessee's sole expense. Portions of improvements that are not constructed
as indicated and specified on approved plans are also hereby determined to be
unapproved improvements and shall be immediately removed or corrected at Lessee's
sole expense.
2.11 Insurance
(a) Throughout the term of this Agreement, Lessee for itself and its officers,
representatives, agents, employees, guests, patrons, contractors, subcontractors,
licensees, invitees, and suppliers shall maintain in full force and affect the forms of
insurance specified in Exhibit B.
2.12 Trash and Garbage
Lessee shall be responsible for all trash and garbage cost and removal.
2.13 Vehicular and Equipment Parking
Vehicular and equipment parking by Lessee, its employees, agents, suppliers,
subcontractors, customers, guests or invitees shall be restricted to Lessee's Leased Premises.
Parking in areas other than the Leased Premises shall be subject such regulations or
restrictions as apply to the general public, including the payment of such parking fees and
charges as may from time to time be in effect for designated areas.
2.14 Notices
(a) Notices required herein shall be in writing and served personally, sent by
overnight courier, such as UPS or Federal Express, U.S. Mail with first class postage
prepaid, or facsimile. Any notice mailed pursuant to this Section 2.2(a), shall be
presumed to have been received by the addressee 48 hours after deposit in the mail.
Either party shall have the right, by giving written notice to the other, to change the
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 10 of 25
addressee, address or facsimile number at which its notices are to be received. Until
any such change is made, notices shall be addressed and delivered as follows:
City: Lessee:
Airport Manager
1403 South State St. AG Unlimited a division of the Lyman Group,
Ukiah, Ca 95481 Inc.
303 Talmage Rd
Ukiah, Ca 95482
If sent by facsimile, said notice shall be presumed to have been received by the
recipient upon confirmation by facsimile machine provided that the following facsimile
numbers are used:
Cam: Lessee:
(707)467-2855 (707)462-1492
(b) All notices shall be effective upon receipt and shall be deemed received upon
delivery, if personally delivered.
(c) The person and address provided pursuant to Section 2.13(a) shall be deemed
each party's agent for service of process, unless the party provides a separate written
notice of its agent for service of process, including the agent's street address.
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property page 11 of 25
Article 3
General Conditions
3.01 Acceptance of Leased Premises
Lessee hereby accepts the Leased Premises in its "as-is" condition existing on the
Commencement Date. Taking possession of the Leased Premises by Lessee shall be
conclusive evidence that the condition thereof is satisfactory to Lessee. City makes no
representation or warranty that the Leased Premises are suitable for the uses to which Lessee
shall be restricted pursuant to this Agreement. All Systems shall be in good working order upon
acceptance.
3.02 Accord and Satisfaction
No payment by Lessee or receipt by City of a lesser amount than the rent, fees and/or
charges due to be made by Lessee herein shall be deemed to be other than on account of the
rent, fees and/or charges due, and no endorsement or statement on any check or in any letter
accompanying any check or payment as rent, fees and/or charges shall be deemed an accord
and satisfaction, and City may accept such check or payment without prejudice to City's right to
recover the balance of such rent, fees and/or charges or to pursue any other remedy provided in
this Agreement.
3.03 Airport Regulations
In the use of the Leased Premises, Lessee agrees to observe, obey and abide by all
ordinances, airfield rules and other regulations of City applicable thereto. In addition to the
foregoing, Lessee shall comply immediately with any and all directives issued by the Airport
Manager.
3.04 Amendment Required by FAA
This Agreement may be amended without further consideration for the purpose of
satisfying FAA requirements.
3.05 Assignment and Subletting
(a) Assignment
Lessee shall have no right to assign, mortgage, and pledge or otherwise transfer
this Agreement, either voluntarily or by operation of law, in whole or in part,
without the prior written consent of the City in each instance.
(b) Subletting
Lessee shall have no right to sublease all or any part of the Leased Premises
without the prior written consent of City, consent will not be unreasonably with
held
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 12 of 25
3.06 Authority of Agreement
Lessee warrants and represents that it has the right, power, and legal capacity to enter
into, and perform its obligations under this Agreement, without any additional approvals or
consents. The execution, delivery, and performance of this Agreement by the undersigned
Lessee representatives have been duly authorized by all necessary corporate action of Lessee,
and this Agreement will constitute a legal, valid, and binding obligation of Lessee, enforceable in
accordance with its terms.
3.07 Authority of the Airport Manager
The Airport Manager shall administer this Agreement on behalf of City. The Airport
Manager shall represent the City and communicate with the Lessee on behalf of the City. The
laws and rules applicable to the City will determine which City official or employee has the
authority to make any particular decision on behalf of the City.
Any appeals of these policies can be taken to the Airport Commission for review and
recommendation to the City Council.
3.08 California Law
This Agreement shall be interpreted and enforced in accordance with the laws of the
State of California. In the event of a dispute between the parties as to the language of this
Agreement or the construction or meaning of any term hereof, this Agreement shall be deemed
to have been drafted by the parties in equal parts so that no presumption or inferences
concerning its terms or interpretation may be construed against any party to this Agreement.
Any litigation filed by Lessee or City against the other regarding the terms of this
Agreement, performance of a party's obligations under this Agreement, or any other reason
related in any way to this Agreement, shall be filed in the California state courts in Ukiah,
California, and the appropriate California courts of appeal. Each party consents to the
jurisdiction of such courts and agrees to venue in Ukiah, expect as apply to FAA or federal
issues
The prevailing party in any action to interpret or enforce this Lease shall be entitled to
recover its attorneys' fees and other costs of the litigation from the other party.
3.09 Removed
3.10 Cumulative Remedies
No remedy or election herein shall be deemed exclusive but shall, wherever possible,
be cumulative with all other remedies at law or in equity.
3.11 Damage or Destruction of Improvements
In the event that any or all of the improvements located in or on the Leased Premises
shall suffer partial or substantial destruction at any time during the term of this Agreement, the
respective rights and obligations of the parties hereto with respect to reconstruction, repairing,
and/or restoring such improvements and/or with respect to the matter of the continuance or
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 13 of 25
termination of this Agreement following any such destruction, shall be controlled by the
provisions of this Section 3.12.
(a) Definitions
For the purpose of this Agreement, the following definitions shall apply: 1)the
term "Partial Destruction" as used herein, shall be deemed to mean a destruction of
improvements to such an extent that the then currently estimated total costs of
restoring the destroyed improvements to as good a condition of habitability and/or
usability (for those certain uses herein authorized and intended therefore) as existed
immediately prior to the occurrence of any such destruction shall not exceed fifteen
percent (15%) of the then current estimated total replacement costs of all of the
improvements on the Leased Premises (excluding land and personal properties). 2)
the term "Substantial Destruction" as used herein, shall be deemed to mean a
destruction of improvements to such an extent that the then current estimated total
costs of restoring the destroyed improvements to as good a condition of habitability
and/or usability (for those certain uses herein authorized and intended therefore) as
existed immediately prior to the occurrence of any such destruction shall exceed fifteen
percent (15%) of the then current estimated total replacement costs of all of the
improvements on the Leased Premises (excluding land and personal properties).
(b) Repair Obligations and Rights of Termination
In the event the City-owned improvements located in or on the Leased Premises
shall suffer Partial or Substantial Destruction at any time during the term hereof, then:
(1) City may, but shall not be obligated to so perform, the reconstruction,
repair, and/or restoration of such improvements.
(ii) If the destruction is substantial, either party may cancel and terminate this
Agreement as of the date of the occurrence of such destruction by giving written
notice to the other party within sixty (60) days after such destruction.
(iii) If, within sixty (60) days after the date of any partial destruction, City has
not completed the reconstruction, repair, and/or restoration of the destroyed
improvements, then, at any time prior to the completion of such reconstruction,
repair and/or restoration by City, Lessee may cancel and terminate this
Agreement by service of a minimum of thirty (30) days advance written notice
upon City.
(iv) If within sixty (60) days after the date of any substantial destruction, City
has not commenced the reconstruction, repair or restoration of the destroyed
improvements or, if such action has been commenced during said period but the
Leased Premises shall not have been fully reconstructed, repaired or restored to
a tenantable condition within one hundred twenty (120) days following the date of
such Substantial Destruction, then, at any time prior to the completion of such
reconstruction, repair or restoration by City, Lessee may cancel and terminate
this Agreement by service of a minimum of thirty (30) days advance written
notice upon City.
(c) Limitation on City's Obligations
The foregoing provisions of this Section 3.1 notwithstanding, City shall not be
liable for or obligated to reconstruct, repair, restore, reinstall, or replace any
improvements or any furnishings, fixtures, or equipment, or other personal property,
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 14 of 25
installed, placed, located in, on or about the Leased Premises by Lessee, Lessee's
employees, agents, representatives, tenants, or sub lessees.
(d) The Payment of Rental
In the event any or all of the City improvements located in or on the Leased
Premises shall suffer either Partial or Substantial Destruction, at any time during the
term hereof, the monthly rental due to be paid by Lessee shall be paid to the date of
such destruction and shall then be abated to the extent that the Leased Premises are
untenantable, so that Lessee shall only be obligated to pay rental on those portions of
the Leased Premises that are tenantable.
3.12 Early Termination by City
City may terminate this Agreement prior to expiration of the term hereof upon the
happening of one or more of the following events:
(a) Lessee fails to make any payment of rent or any other required payment, as and
when due herein, where such failure continues for a period of thirty (30 days following
service of notice thereof upon Lessee by City;
(b) Lessee fails to obtain or maintain any of the insurance coverage's required by
this Agreement;
(c) Lessee vacates or abandons the Leased Premises for a period of thirty (30) days
or more;
(d) Lessee breaches the covenants contained in Sections 1, 2 or 4 of Section B of
that document entitled "Assurances Required by The Federal Aviation Administration,"
and incorporated by reference in this Agreement in Section 3.06 or
(e) Lessee defaults in performance of any promise, term, condition, or covenant
required of it herein (other than those expressly set forth in Subsections (a) through (f)
above, wherein no further default notice is required).
3.13 Removed
3.14 Execution by City Council
Submission of this document by City for review, examination or execution by Lessee
does not constitute a reservation of an option to lease space on the Airport, and this document
shall not be effective as a lease agreement, or otherwise, unless and until approved by the City
Council of the City and executed by the officer authorized by said Council.
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 15 of 25
3.15 Force Majeure
Neither City nor Lessee shall be deemed to be in breach of this Agreement if either is
prevented from performing any of its obligations herein by reason of strike, boycott, labor
dispute, embargo, shortage of energy or materials, act of God, act of a public enemy, act of a
superior governmental authority, weather conditions, rebellion, riot, sabotage, or any other
circumstance for which it is not responsible, or which is not within its control.
3.16 Headings
The headings of the articles and Sections of this Agreement are inserted only as a
matter of convenience and for reference, and do not define or limit the scope or intent of any
provisions of this Agreement, and shall not be construed to affect in any manner the terms and
provisions hereof or the interpretation or construction thereof.
3.17 Holding Over
If Lessee remains in possession of the Leased Premises following the expiration or
earlier termination of this Agreement, such holding over shall not be deemed to constitute an
extension or renewal of this Agreement, but shall merely create a tenancy from month-to-month
which either party hereto may terminate upon ninety (90) days advance written notice to the
other provided lease is in good standing. In the event of such holding over, Lessee shall
perform all terms, promises, conditions and covenants required of it herein, but shall pay rent to
City in such amounts as may be designated by existing rate, which in no case shall be less than
that in effect immediately prior to such expiration or earlier termination of this Agreement.
3.18 Indemnification of City
Lessee shall indemnify, defend and hold City and its elected representatives, officers,
agents and employees harmless from and against all liabilities, losses, costs, suits, claims,
judgments, expenses, fines or demands of any kind (including, but not limited to, costs of
investigation, court costs and expert fees) resulting from any injury, damage or death to any
person or property, of any nature whatsoever, and arising out of or alleged to arise out of the
use, occupancy or operations of Lessee, or any of its officers, representatives, agents,
employees, guests, patrons, contractors, subcontractors, licensees, subtenants, invitees, or
suppliers, at the Airport. Lessee shall not be liable for any injuries, death or damage to the
extent that such injury, death or damage is caused exclusively by the negligence of City, its
elected representatives, officers, agents or employees. This Section 3.18 shall survive the
termination or expiration of this Agreement
3.19 Interpretation of Agreement
Nothing herein contained shall be construed or interpreted, in any manner whatsoever,
as limiting, relinquishing or waiving any of the rights of ownership enjoyed by City in and to
Airport property, or in any manner waiving or limiting City's control over the operation and
maintenance of the Airport property or in derogation of such governmental rights as City
possesses, except as is specifically provided for herein.
3.20 Invalid Provisions
In the event of any covenant, condition or provision of this Agreement, or the
application thereof to any person, entity, or circumstances, shall to any extent be held by a court
of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 16 of 25
covenants, conditions or provisions of this Agreement, or the application thereof to any person,
entity, or circumstance, shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, provided that such invalidity, voiding or unenforceability of such
covenant, condition or provision does not materially prejudice either party in its respective rights
and obligations contained in the then remaining valid covenants, conditions or provisions of this
Agreement.
3.21 Licenses and Permits
Lessee shall obtain, at its sole cost and expense, all necessary licenses and permits
required for construction of improvements or installation of equipment on the Leased Premises,
and any other licenses or permits necessary for the conduct of Lessee's operations at Airport.
3.22 National Pollutant Discharge Elimination System
Operator shall comply with all federal and State regulations governing the National
Pollutant Discharge Elimination System (NPDES) including all future amendments of said
regulations, and procedures as may be adopted by federal, State or local agencies.
3.23 Negation of Partnership
Nothing in this Agreement shall be construed to render City in any way or for any
purpose, a partner, joint venture, or associate in any relationship with Lessee other than that of
landlord and tenant, nor shall this Agreement be construed to authorize either City or Lessee to
act as agent for the other.
3.24 Net Lease
Except as otherwise expressly provided, this Agreement shall be without cost to City
for the maintenance and improvement of the Leased Premises.
3.25 Noise Control
Lessee shall not conduct any operation or activity on the Leased Premises, or
elsewhere at Airport, which produces sound of such volume, frequency or intensity as to
constitute a nuisance. The Airport Manager shall have the sole and exclusive authority to
determine what constitutes a nuisance under the provisions of this Section, except that
operations and activities having noise levels not in violation of federal, State or local
governmental standards shall not be deemed a nuisance, and not in conflict with existing
Senate Bill 2630 excluding air ambulance operations section 21662.4 of the PUC.
3.26 Nondiscrimination
Lessee, for itself, its personal representatives, successors in interest, and assigns, as
part of the consideration hereof, does hereby covenant and agree that (1) no person on the
grounds of race, color, creed, national origin, sex, age or handicap shall be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of
Lessee's facilities pursuant to its operations herein; (2) that in the furnishing of services on
Airport, no person on the grounds of race, color, creed, national origin, sex, age, or handicap
shall be excluded from participation in, denied the benefit of, or otherwise be subjected to
discrimination; (3)that Lessee shall use Airport in compliance with all other requirements
imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation,
Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 17 of 25
the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as
such Regulations may be amended.
3.27 Nonexclusive Rights
Nothing herein shall be construed to grant or authorize the granting of any exclusive
right or privilege within the meaning of Section 308 of the Federal Aviation Act for the conduct of
any activity on the Airport; provided, however, subject to the terms and provisions of this
Agreement, Lessee shall have the right to exclusive possession of the Leased Premises
described by Section 2.02.
3.28 Non-waiver of Rights
No waiver of default by either party hereto of any of the terms, promises, covenants, or
conditions hereof to be performed, kept, and observed by the other party shall be construed as,
or shall operate as, a waiver of any subsequent default of any of the terms, promises,
covenants, or conditions herein contained, to be performed, kept, and observed by such other
party.
3.29 Notice of Claims and Suit
City and Lessee shall each give the other prompt and timely written notice of any
personal injury or other accident claims, and of any lawsuit coming to its knowledge when either
such claim or lawsuit arises out of or is in any way connected with the Subleased Premises, the
operations of Lessee herein, or the construction or operation of Airport by City, which in any
way, directly, indirectly, contingently or otherwise, might reasonably affect the parties'
relationship under this Agreement.
Such notice shall be deemed prompt and timely if given within thirty (30) calendar days
following the date of receipt of such claim by an officer, agent, or employee of either party, and if
given within ten (10) calendar days following the date of service of process upon either party
with respect to any such lawsuit.
3.30 No Warranty Regarding Airport
City does not warrant that Airport will continue to be used as an airport during the term of
this Agreement. In the event that such airport use is terminated, whether temporarily or
permanently, The City will negotiate in good faith a settlement, and will be cause for immediate
termination of lease and refund of any deposits and lease amount remaining.
3.31 Nuisance and Waste
Lessee shall not erect, nor permit to be erected, any nuisance on the Leased
Premises, or permit any waste thereof. Lessee shall not permit any trash or garbage to
accumulate on or about the Leased Premises.
3.32 Prohibition of Liens
Lessee shall pay promptly, as due, all persons supplying labor and materials for any
alteration of, or improvement to, the Leased Premises, and shall permit no lien or claim to be
filed or prosecuted against City on account of such labor and materials furnished.
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 18 of 25
3.33 Removal of Lessee's Property
If Lessee is not in default as to the payment of any rent, fee, or other charge payable to
City herein, Lessee may remove its inventory, Trade Fixtures and furnishings from the Leased
Premises upon expiration or earlier termination of this Agreement. If Lessee does not elect, or
otherwise fails to remove the same, or any part thereof, within thirty (30) days following City's
regaining possession of the Leased Premises, City may, at its option, either require such
removal at Lessee's sole cost and expense, or keep such property, in which latter event, title to
the same shall vest in City without any obligation to pay Lessee with respect thereto.
3.34 Reports
Lessee shall provide City with any reasonable operational reports which the Airport
Manager may from time to time request by written notice to Lessee.
3.35 Restrictions and Regulations
This Agreement, and the rights herein granted, shall be subject to any and all
applicable federal, State and City rules, regulations, orders and restrictions which are now in
force or which may hereafter be adopted by any duly authorized governmental agency with
respect to Lessee's operation at Airport.
3.36 Right of Entry
City, its officers, agents, and employees shall have the right, throughout the term of this
Agreement, to enter upon the Leased Premises for any lawful purpose, including the purpose of
determining whether Lessee is complying with its obligations under this Lease. City will provide
a twenty-four-hour(24) notification of intent to enter premises unless an emergency situation
warrants entry due to emergency services provided by lessor.
Such entry by City shall not be deemed to excuse Lessee's performance of any
promise, term, condition, or covenant required of it by this Agreement, and shall not be deemed
to constitute waiver thereof by City.
3.37 Risk Reduction
Lessee shall neither use nor permit the use of the Leased Premises in such a manner
as to increase the risk which would affect the rate of insurance thereon in excess of that in
existence at the commencement of the term hereof.
3.38 Signs
As used herein, "sign" means any advertising sign, billboard, identification sign or
symbol, poster, or other similar device, regardless of content.
Lessee shall not erect, maintain, or display any sign on the Leased Premises, or
elsewhere at Airport, without the prior written consent of the Airport Manager. Lessee shall
submit drawings, sketches, designs, and dimensions of such signs to the Ukiah Airport Manager
when requesting such approval. All such signs shall be consistent with City's general sign
policy for Airport and the provisions of the Ukiah City Code. Any condition, restriction, or
limitation as to use or appearance of such signs as may be stated by the Airport Manager in
writing shall become a part of this Agreement, as if specifically set forth herein.
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 19 of 25
3.39 Subordination
This agreement shall be subordinate to the provisions of any existing and future
agreement, rules and regulations between Lessor and the United States of America, or any
agency or administrative arm thereof relating to the operation or maintenance of the Ukiah
Regional Airport or the conduct or operation of any flight school or other governmental operation
thereon.
3.40 Successors and Assigns
The provisions of this Agreement shall be binding upon and inure to the benefit of the
respective successors, assigns, heirs, and personal representatives of the parties hereto.
3.41 Surrender of Leased Premises
City is required to give Lessee any notice to quit possession of the Leased Premises
upon expiration or earlier termination of this Agreement. Lessee shall peaceably surrender
possession of the Leased Premises upon expiration or earlier termination of this Agreement in
as good order and condition as when received, excepting reasonable wear, destruction by
lightning or other natural causes, or fire not caused by the acts or omissions of Lessee, its
officers, agents, employees, subcontractors, customers, invitees, or other persons doing
business with Lessee or on the Leased Premises with the consent of Lessee.
3.42 Taxes
Lessee shall, at its cost and expense, pay any and all taxes for which it is legally
responsible, or which may be assessed against it recognizing the leasor's Mendocino County
non-profit welfare exemption.
3.43 Time of the Essence
Time is of the essence in the performance of this Agreement.
3.44 Entire Agreement
This Agreement, together with all attached exhibits, contains the entire agreement
between the parties, concerning the lease of the Leased Premises to Lessee. This Lease
supersedes and replaces any other representations, statements or agreements by or between
the parties concerning the lease of the Leased Premises to Lessee. This Agreement may be
amended only by written instrument duly executed by Lessor and Lessee, except as stipulated
in Section 3.04.
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 2 0 of 25
3.45 Execution of Agreement
IN WITNESS WHEREOF, the parties have entered this Agreement on the Effective
Date. September 1, 2017
By;
g a como, City Manager
CITY OF UKIAH
By:
AG Unlimited a division of the Lyman Group, Inc.
ATTEST:-q/"W - �AOL�'
Kristine Lawler, Clerk
CITY OF UKIAH
Tenant City of Ukiah Municipal Airport
Agreement for Lease of Property Page 21 of 25
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Agreement for Le aeof Property Page 22 of 25
CITY OF UKIAH
INSURANCE REQUIREMENTS FOR LESSEES
Without limiting Lessee's obligation to indemnify the City under the attached Agreement for Lease
of Property (Agreement), Lessee shall procure and maintain for the duration of the Agreement
insurance against claims for injuries to persons or damages to property which may arise from or in
connection with Lessee's space, products and operations pursuant to the Agreement. City shall
retain the right at any time to review the coverage, form, and amount of the insurance required
hereby. If in the opinion of the City's Risk Management Office the insurance provisions in these
requirements do not provide adequate protection for City and for members of the public, City may
require Lessee to obtain insurance sufficient in coverage, form and amount to provide adequate
protection. City's requirements shall be reasonable but shall be imposed to assure protection from
and against the kind and extent of risks that exist at the time a change in insurance is required.
Verification of Coverage
Lessee shall furnish the City with certificates of insurance evidencing coverage required herein,
including copies of endorsements with specific reference to each of the coverage modifications or
amendments set forth below. Certified copies of required endorsements must be attached to
provided certificates. All certificates are to be received and approved by the City prior to the
effective date of the Agreement. The City reserves the right to require that Lessee provide
complete, certified copies of any policy of insurance offered in compliance with these specifications.
As an alternative to insurance certificates, the Lessee's insurer may voluntarily provide complete,
certified copies of all required insurance policies, including endorsements, affecting the coverage
required by these specifications.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG
0001).
2. Insurance Services Office form number CA 0001 (Ed. 6192) covering Automobile
Liability, code 1 (any auto).
3. Workers' Compensation insurance as required by State of California and Employer's
Liability Insurance.
4. Cargo Legal Liability (if applicable)
Page 1 of 3
Insurance Requirements EXHIBIT B
Minimum Limits of Insurance
Lessee shall maintain for itself and its officers, representatives, agents, employees, guests, patrons,
contractors, subcontractors, licensees, invitees, and suppliers limits no less than:
1. 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 limit is used, either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence
limit. Fire legal not less than $250,000
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage for
all owned, non-owned, and hired vehicles operated by or on behalf of Lessee on the
Leased Premises, or elsewhere at the Airport, including any additional or replacement
vehicles.
3. Workers' Compensation: Statutory
4. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the City. At the
option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured
retention as respects the City, 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.
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the
following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be covered as
additional insured 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; or automobiles owned, leased, hired or
borrowed by the Lessee. The coverage shall contain no special limitations on the
scope of protection afforded to the City, its officers, officials, employees, agents or
volunteers.
Page 2 of 3
Insurance Requirements EXHIBIT B
2. For any claims related to Lessee's activities pursuant to the Agreement, the Lessee's
insurance coverage shall be primary insurance as respects the City, its officers, officials,
employees, agents and volunteers. Any insurance or self-insurance maintained by the
City, 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, 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 certified mail, return receipt
requested, has been received by the City.
6. To the extent permitted by law, the workers' compensation policy required hereunder
shall be endorsed to state that the workers' compensation carrier waives its right of
subrogation against the City, its officers, officials, employees, agents or volunteers,
which might arise by reason of payment under such policy in connection with work
performed under this Agreement by the Lessee.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-for
financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating. The City
Risk Manager may waive or alter this requirement, or accept self-insurance in lieu of any required
policy of insurance if, in the opinion of the Risk Manager, the interests of the City and the general
public are adequately protected.
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Insurance Requirements EXHIBIT B
ASSURANCES REQUIRED BY THE FEDERAL AVIATION ADMINISTRATION
SECTION A
Purpose, Classes of Activities, Applicability of Assurances
And
Definition of Terms
1. PURPOSE:
The City of Ukiah, California, an airport owner subject to both Federal Grant Agreement
obligation; is required by the Federal Aviation Administration (FAA) to include specific provisions,
addressing, among other things, the requirements of Title VI of the Civil Rights Act of 1964,
Exclusive Rights prohibitions, and Affirmative Action items contained in Title 14 Code of Federal
Regulations Part 152, within all agreements (including, without limitation, leases, licenses, permits,
and contracts) between said City and any and all entities who use or perform work or conduct
activities on City owned or operated airport premises for aeronautical or non-aeronautical purposes.
The purpose of this Exhibit is to appropriately incorporate within the "Agreement,"to which it is
attached and made a part of by reference therein, the seventeen (17) numbered provisions
contained within Section "B," "ASSURANCES," below.
2. CLASSES OF ACTIVITIES:
The applicability of each of the seventeen (17) numbered provisions contained within
Section "B," "ASSURANCES," below, to that certain "Agreement" to which this Exhibit is attached
and made a part of by reference therein, is, among other things, dependent upon the type of work
to be performed and/or the type of activities to be conducted at the airport(s) by the Lessee,
Permittee, Licensee, Operator, etc., named therein, pursuant to and in accordance with those
certain rights, privileges, uses, and operations, expressly granted and/or authorized there under.
The following activity classifications, as established by the FAA, are provided for the information
and guidance of all concerned:
a. Direct and Supportive Aeronautical: The following activities, commonly conducted
on airports, are AERONAUTICAL ACTIVITIES:
(1) Aerial Firefighting
(2) Charter Operations
(3) Pilot Training
(4) Aircraft rental and sightseeing
(5) Air Ambulance
(6) Crop dusting
(7) Aerial Advertising and Surveying
(8) Aircraft Sales and Services
(9) Sale of Aviation Petroleum products (whether or not conducted in conjunction
with other included activities)
(10) Repair and Maintenance of Aircraft
(11) Sale of Aircraft Parts
(12) Any other activities which, because of their direct relationship to the operation
of an aircraft, can appropriately be regarded as an "aeronautical activity."
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Assurances Required by the Federal Aviation Administration EXHIBIT C
b. Complementary Aeronautical: The following activities, when conducted on airports,
are COMPLEMENTARY AERONAUTICAL ACTIVITIES:
(1) Ground Transportation (taxis, car rentals, limousines)
(2) Restaurants
(3) Barber Shops
(4) Auto Parking Lots
(5) Recreational Facilities
(6) Any other commodities, services or accommodations made available to the
general public.
C. Non-Aeronautical: The following activities, when conducted on airports, being
neither"Direct and Supportive Aeronautical" nor"Complementary Aeronautical," as
defined above, are NON-AERONAUTICAL ACTIVITIES.
(1) Manufacturing
(2) Agriculture
(3) Any other activity not appropriately falling within the above-said "Direct and
Supportive Aeronautical" and/or"Complementary Aeronautical,"
classifications.
3. APPLICABILITY OF NUMBERED PROVISIONS WITHIN SECTION "B," "ASSURANCES,-
BELOW TO CLASS (ES) OF ACTIVITIES SPECIFIED WITHIN PARAGRAPH 2, ABOVE:
The applicability of the numbered provisions within Section "B," "Assurances," below, to the
respective classes of activities specified within sub-paragraphs 2a, b, and c, of this Section "A,"
above, is as follows:
NUMBERED PROVISIONS
ACTIVITY CLASS APPLICABLE TO CLASS
Direct and Supportive Aeronautical 1 through 17
Complementary Aeronautical 1 through 16
Non-Aeronautical 1 through 16
4. DEFINITION OF TERMS USED WITHIN SECTION "B," "ASSURANCES," BELOW:
In order to facilitate ease of fulfillment of the requirement specified within paragraph 1 of
this Section "A," this Exhibit is designed to be attached to and made a part of all City of Ukiah
Airport"Agreements," including, without limitation, leases, licenses, permits, contracts, etc.
Therefore, in the event the "Agreement" to which this Exhibit is attached and made a part of by
reference therein shall be other than a lease or be a lease within which the parties thereto are
therein called or referred to other than "Lessor" and "Lessee," then, where the terms "Lessor,"
"Lessee," and "Lease" appear, as shown, within the seventeen (17) numbered "ASSURANCES"
listed within Section "B," below, said terms shall be deemed to mean "CITY OF UKIAH,
CALIFORNIA," "THE OTHER PARTY TO THE PARTICULAR AGREEMENT" (e.g., Licensee,
Permittee, Concessionaire, Operator, etc.), and the "AGREEMENT" itself (regardless of title, type
and/or description, including, without limitation, Leases, Agreements, Licenses, Permits, and
Contracts) respectively. Where the terms "LAND LEASED" and "LEASED PREMISES" (and all
reasonably readily identifiable derivations thereof) appear, said terms shall be deemed to mean the
Page 2 of 5
Assurances Required by the Federal Aviation Administration EXHIBIT C
land(s) and/or premises specifically identified within the "Agreement" as being that/those to which
leasehold tenancies, occupancies, use(s), operation(s), and/or access(es) by the Lessee,
Permittee, Licensee, Operator, Concessionaire, etc., are expressly authorized. In all cases, where
the term "AIRPORT" appears, as shown, it shall be deemed to mean Ukiah Regional Airport as
identified within the "Agreement" between the parties as being the Airport to which the "Agreement"
pertains.
SECTION B
Assurances
1. The "LESSEE,"for itself, its heirs, personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does hereby covenant and agree (as a covenant
running with the land if the "Agreement" to which this Exhibit is attached is a lease) that in the event
facilities are constructed, maintained, or otherwise operated on the said property described in this
"LEASE" for a purpose for which a U.S. Department of Transportation (DOT) program or activity is
extended or for another purpose involving the provision of similar services or benefits, the
"LESSEE" shall maintain and operate such facilities and services in compliance with all other
requirements imposed pursuant to Title 49, Code of Federal Regulations, DOT, Subtitle A, Office of
the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of
Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may
be amended.
2. The "LESSEE," for itself, its personal representatives, successors in interest, and assigns, as
a part of the consideration hereof, does hereby covenant and agree (as a covenant running with the
land if the agreement to which this Exhibit is attached is a lease) that: (1) no person on the grounds
of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be
otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any
improvements on, over, or under such land and the furnishing of services thereon, no person on the
grounds of race, color, or national origin shall be excluded from participation in, denied the benefits
of, or otherwise be subject to discrimination, (3) that the "LESSEE" shall use the "premises" in
compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal
Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-
discrimination in Federally-Assisted Programs of the Department of Transportation-Effectuation of
Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended.
3. That in the event of breach of any of the above nondiscrimination covenants, "LESSOR" shall
have the right to terminate the "LEASE" and to reenter and repossess said land and the facilities
thereon, and hold the same as if said "LEASE" had never been made or issued. This provision
does not become effective until the procedures of 49 CFR Part 21 are followed and completed
including expiration of appeal rights.
4. "LESSEE" shall furnish its accommodations and/or services on a fair, equal and not unjustly
discriminatory basis to all users thereof and it shall charge fair, reasonable and not unjustly
discriminatory prices for each unit or service; PROVIDED, THAT the "LESSEE" may be allowed to
make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions
to volume purchasers.
Page 3 of 5
Assurances Required by the Federal Aviation Administration EXHIBIT C
r
5. Non-compliance with Provision 4 above shall constitute a material breach thereof and in the
event of such non-compliance the CITY OF UKIAH, CALIFORNIA ("LESSOR") shall have the right
to terminate this "LEASE" and the estate hereby created without liability therefore or at the election
of the "LESSOR" or the United States either or both said Governments shall have the right to
judicially enforce Provisions 1, 2, 3, and 4 above.
6. "LESSEE" agrees that it shall insert the above five (5) provisions in any lease, agreement,
contract, etc., by which "LESSEE" grants a right or privilege to any person, firm or corporation to
render accommodations and/or services to the public on the "premises" herein "LEASED."
7. The "LESSEE" assures that it will undertake an affirmative action program as required by 14
CFR Part 152, Subpart E, to ensure that no person shall on the grounds of race, creed, color,
national origin, or sex be excluded from participating in any employment activities covered in 14
CFR Part 152, Subpart E. The "LESSEE" assures that no person shall be excluded on these
grounds from participating in or receiving the services or benefits of any program or activity covered
by this subpart. The "LESSEE" assures that it will require that its covered sub organizations
provide assurances to the "LESSEE" that they similarly will undertake affirmative action programs
and that they will require assurances from their sub organizations, as required by 14 CFR 152,
Subpart E, to the same effect.
8. The "LESSOR" reserves the right to further develop or improve the landing area of the
"Airport„ as it sees fit, regardless of the desires or view of the "LESSEE" and without interference or
hindrance.
9. The "LESSOR" reserves the right, but shall not be obligated to the "LESSEE," to maintain and
keep in repair the landing area of the "Airport„ and all publicly-owned facilities of the "Airport,"
together with the right to direct and control all activities of the "LESSEE" in this regard.
10. This "LEASE" shall be subordinate to the provisions and requirements of any existing or future
agreement between the "LESSOR" and the United States, relative to the development, operation or
maintenance of the "Airport."
11. There is hereby reserved to the "LESSOR," its successors and assigns, for the use and
benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of
the "Premises" herein "LEASED." This public right of flight shall include the right to cause in said
airspace any noise inherent in the operation of any aircraft used for navigation or flight through the
said airspace or landing at, taking off from or operation on the "Airport.,,
12. "LESSEE" agrees to comply with the notification and review requirements covered in Part 77
of the Federal Aviation Regulations in the event future construction of a building is planned for the
"LEASED PREMISES," or in the event of any planned modification or alteration of any present or
future building or structure situated on the "LEASED PREMISES."
13. The "LESSEE," by accepting this "LEASE." expressly agrees for itself, its successors and
assigns that it will not erect nor permit the erection of any structure or object, nor permit the growth
of any tree on the "land leased" hereunder which would exceed the height limits of Part 77 of the
Federal Aviation Regulations. In the event the aforesaid covenants are breached, "LESSOR" (the
owner) reserves the right to enter upon the "land leased" hereunder and to remove the offending
structure or object and cut the offending tree, all of which shall be at the expense of the "LESSEE."
Page 4 of 5
Assurances Required by the Federal Aviation Administration EXHIBIT C
14. The "LESSEE," by accepting this "LEASE," agrees for itself, its successors and assigns, that it
will not make use of the "LEASED PREMISES" in any manner which might interfere with the landing
and/or taking off of aircraft at and/or from the "AIRPORT' (either Sacramento International Airport,
Sacramento Executive Airport or Mather Field, as applicable) or otherwise constitute a hazard. In
the event the aforesaid covenant is breached, the"LESSOR" (owner) reserves the right to enter
upon the "premises hereby leased" and cause the abatement of such interference at the expense of
the "LESSEE."
15. This "LEASE," and all the provisions hereof shall be subject to whatever right the United
States Government now has or in the future may have or acquire, affecting the control, operation,
regulation and taking over of said "AIRPORT' or the exclusive or nonexclusive use of the
"AIRPORT" by the United States during the time of war or national emergency.
16. It is the policy of the Department of Transportation (DOT) that disadvantaged and minority
business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to
participate in the performance of leases as defined in 49 CFR 23.5. Consequently, these leases
are subject to 49 CFR Part 23, as applicable. "LESSEE" hereby covenants and agrees that no
person shall be excluded from participation in, denied the benefits of or otherwise discriminated
against in connection with the award and performance of any contract, including leases, covered by
49 CFR Part 23 on the grounds of race, color, national origin or sex. "LESSEE" agrees that it will
include the above clauses in all sub-leases and cause sub lessees to similarly include the clauses
in further sub-leases.
17. It is understood and agreed that nothing herein contained shall be construed to grant or
authorize the granting of an exclusive right within the meaning of Section 308a of the Federal
Aviation Act of 1958 (49 U.S.C. 1349a).
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Assurances Required by the Federal Aviation Administration EXHIBIT C