the standards then required by applicable laws, plus reasonable reserves for such purposes, and office and cleaning supplies in their retail containers.
C. Lessee shall defend (with counsel approved by Lessor), indemnify and hold Lessor, its officers, officials, employees and volunteers, (collectively, "Lessor Indemnitees
1 ') hannless from and against all liabilities, claims, costs, and damages, to the extent arising out of the use, generation, storage, or disposal on the Leased Premises of Hazardous Materials by Lessee or any person claiming under Lessee, including, without limitation, the cost of any required or necessary investigation, monitoring, repair, cleanup, or detoxification and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the tennination of this Lease, as well as penalties, fines, and claims for contribution to the full extent that such action is attributable, directly or indirectly, to the use, generation, storage, or disposal of Hazardous Materials by Lessee or any person claiming under Lessee. Lessee's obligations under this Section 43 shall survive the expiration or termination of this Lease.
D. Lessor shall indemnify and hold Lessee, its officers, employees, agents, and contractors, (collectively, "Lessee Indemnitees") hannless from and against all liabilities, claims, costs, and damages, to the extent arising out of the use, generation, storage, or disposal on the Salinas Airport of Hazardous Materials by Lessor, its officers, officials, employees and volunteers acting within the scope of their employment or duties, or any predecessor in interest of Lessor as owner of the Salinas Airport, including, without limitation, the cost of any required or necessary investigation, monitoring, repair, cleanup, or detoxification and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease, as well as penalties, fines, and claims for contribution to the full extent that such action is attributable, directly or indirectly, to the use, generation, storage, or disposal of Hazardous Materials by Lessor or any person claiming under Lessor. Lessor's obligations under this Section 43 shall survive the expiration or termination of~ Lease.
E. Prior to the expiration of this Lease, Lessee shall at its sole expense, remove from the Leased Premises all Hazardous Materials placed, used or released thereon by Lessee and shall be sol~ly responsible for the mitigation and cleanup of any spoil or contamination caused by such Haz.ardous Materials.
F. Lessee and Lessor shall each make available for inspection to the other party, all records relating to the maintenance, release, mitigation, cleanup, and disposal of any Hazardous Materials on the Leased Premises.
G. Lessor and Lessee shall comply with all federal, state, and local laws and regulations relating to Hazardous Materials affecting the Leased Premises, and shall timely comply with the orders of any governmental agencies relating thereto.
H. Lessor may reasonably enter upon and inspect the Leased Premises at any time. Lessee shall be responsible for meeting current storm water pollution prevention Best Management Practices (BMPs), as identified by Lessor in Lessor's Storm Water Pollution Prevention Plan (SWPPP) as amended. As of the commencement date of this Lease Agreement, these BMPs include:
Salinas Municipal Airport
Jet West FBO Lease
August 27, 2009
I. maintenance of an adequately labeled and stocked spill kit at the site of the Leased Premises;
2. routine spill response training for employees;
3. keeping all maintenance activities covered from wet weather;
4. use of drip pans.
S. removal of any and all pollutants to an off-site location;
6. use of dry cleanup methods.
7. use of spill and overflow protection.
8. proper storage and labeling of materials.
Lessee understands and agrees that failure to meet the BlMPs listed above may result in Lessee no longer being included by Lessor in Lessor's participation in the general permit of the California State Water Resources Control Board concerning storm water discharges.
I. Lessor shall notify Lessee of any material release of Haz.ardous Materials that has come to be located beneath the Salinas Municipal Airport not more than fifteen (15) days of becoming aware of such release or location so that' Lessee may be able to assess possible impacts on its public water supply well. Lessor shall provide Lessee with all available relevant data on the chemical composition, quantity, plans, and schedule for containment, removal, or neutralization of such Hazardous Materials as required by local and state regulations. Lessor acknowledges that the presence of such Haz.ardous Materials might adversely affect water supply from the Improvements or require Lessee to install additional water treatment equipment. If Lessee cannot treat any water contaminated by such Hazardous Materials to the levels required by applicable law, Lessee shall have the right to tetminate this Lease on sixty (60) days notice to Lessor.
45. Multiple Coples of Lease. Multiple copies of this Lease may be executed, but the parties agree that the Lease on file in the office of the City's City Clerk is the version of the Lease that shall take precedence should any difference exist among counterparts of the document.
46. JurisdictioJL nus Lease shall be admjnistered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Lease shall be in the State of California, in the County of Monterey.
47. Exhibits Incorporated. All exhibits referred to in this Lease and attached to it are hereby incorporated in it by this reference. In the event there is a conflict between any of the tenns of this Lease and any of the terms of any exhibit to the Lease, the terms of the Lease shall control the respective duties and liabilities of the parties.
48. Integration and Agreement. Except as otherwise specifically provided herein, this Lease represents the entire understanding of City and Consultant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters contained herein. No prior oral or written understanding Salinas Municipal Airport
Jet West FBO Lease
August 27, 2009
Page28 of30
shall be of any force and effect with respect to those matters covered in it. Tilis Lease may not be modified or altered except by amendment in writing signed by both parties.
49. Compliance with Laws, Rules, and Regulations. Services performed by Consultant pursuant to this Lease shall be perfonned in accordance and full compliance with all applicable federal, state, and City laws and any rules or regulations promulgated thereunder.
50. Legal Representation. Each party affirms that it bas been represented by legal counsel of its own choosing regarding the preparation and the negotiation of this Lease and the matters and claims set forth herein, and that each of them has read this Lease and is fully aware of its contents and its legal effect. Neither party is relying on any statement of the other party outside the terms set fortli in this Lease as an inducement to enter into this Lease.
~1. Joint Representation. The language of all parts of this Lease shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any party. No presumptions or rules of interpretation based upon the ~identity of the party preparing er drafting,_the Le~, or ~y part thereof, shall be applicable or in¥oked .. '
52. Warranty of Authority. Each party represents and warrants that it has the right, power, and authority to enter into this Lease, Each party further represents and warrants that it has given any and all notices, and obtained any and all consents, powers, and authorities, necessary to permit it, and the persons entering into this Lease for it, to enter into this Lease.
REMAINDER OF PAGE INTENTIONALLY LEFI' BLANK
Salinas Municipal Airport
Jet West FBO Lease
August 27, 2009
Page29 of30
IN WITNESS WHEREOF, the undersigned, as authorized representatives of the City of Salinas and Jet West, LLC have executed this Lease.
RECOMMENDED FOR APPROVAL
-
Gary Petersen, Airport Manager
APPROVED AS TO FORM
Vanessa W.
By
Christopher A. Callihan, Sr. Deputy City Attorney
ATIEST
By:
Its:
Salinas Municipal Airport
Jet West FBO Lease
August27, 2009
9- /--09
Date
Date '
Date
f
-·,- ·--,.-- .
Salinas Municipal Airport
1~ West FBO Lease
September 1, 2009
"Exhibit B"
!.<eased Premises
Terminal Building
Salinas Municipal Airport
Jet West FBO Lease
September I, 2009
"Exhibit C"
Leased Premises
Fuel Farm
Attachment B Fuel Farm
"Exhibit D"
Leased Premises Ramp Area
Exhibit E
Minimum Standards
CITY OF SALINAS
MUNICIPAL AIRPORT
MINIMUM
STANDARDS
FOR COMMERCIAL ACTIVITY AND SERVICE PROVIDERS
ESTABLISHED BY
THE CITY OF SALtNAS
April 2009
TABLE OF CONTENTS
SECTION PAGE
CHAPTER 2 -APPLICATIONS ....•..................................................................................... 3 CHAPTER 3 PERMITS AND LEASES ........................•............................•...................... 5 CHAPTER 4 MINIMUM QUALIFICATIONS ................................................................... s APPENDIX A REFERENCES ............................................................................................. 9 APPENDIX B DEFINITIONS I ABBREVIATIONS ........................................................ 9 CHAPTER 1 - GENERAL PROVISIONS
Purpose of Minimum Standards
Minimum standards as outlined in this document are intended to provide the threshold entry requirements for those wishing to provide aeronautical activities or services to the public at the City of Salinas Munlclpal Airport (the Airport), and to do so in such manner as to insure the safety of its users and allow fair competition for those who choose to provide services to the public on the premises. These minimum standards are intended to be reasonable, non-arbitrary and nondiscriminatory and therefore apply equally to everyone making application to provide aeronautical activities or services at the Airport.
The FAA considers that the existence of an exclusive right to conduct any aeronautical activity or service limits the usefulness of an airport and deprives the using public the benefits of competitive enterprise. Apart from the legal considerations, the FAA considers it inappropriate to apply federal funds to the improvement of any airport where full realization of the benefit would be restricted by the exercise of an exclusive right to engage in aeronautical activities or services. In some instances an exclusive right may be permitted.
Severability
In the event that any provision of these Minimum Standards shall for any reason be determined to be invalid, illegal or unenforceable in any respect, the other provisions of these Minimum Standards shall remain in full force and effect.
Revisions
These Minimum Standards shall be reviewed from time to time by the Airport Manager and Airport Commission and revised as conditions warrant. The revised Minimum Standards shall be binding on any current or prospective providers of aeronautical activilies or services from the date the new standards are adopted. Aeronautical activity or service providers that commence operations prior to the effective date of revised standards may continue to operate under the pre-existing standards if, in the reasonable opinion of the Airport Manager, existing contractual or legal obligations make it infeasible to modify the operations to meet current standards.
Effec tive Date
These Minimum Standards shall be effective thirty (30) days following the date of their approval by the Salinas City Council.
CHAPTER 2 - APPLICATIONS
Applications
All applications b a lease or permit to provide aeronautical activities or services at the Af rport will be reviewed and responded to by the Airport v.ithin 60 days from receipt of the application.
Written Application Requirements
Demonstration of intent to conduct an aeronautical activity or service at the Airport shall be by application to The Airport. The written application shall contain:
I. The proposed nature of the aeronautJcal activity or service.
II. The names and addresses of all persons who have an ownership Interest In the company, who will be responsible for executing any agreement with the City and those who will be managing the aeronautical activity or service.
Ill. Upon request, autholization for release of information from appropriate agencies (FAA, state, city, local) for information relatfng to the appllcant or the business operation.
IV. Upon request, the names, social security numbers and fingerprints of any officers, Managers, employees or shareholders of the aeronautical activity or service for the purpose of conducting a criminal history records check.
V. Prellmlnary plans, specifications and dates for any Improvements whiCh the applicant Intends to make as part of the aeronautical activity or service for which approval Is sought.
VI. Upon request, a current credit report for each party owning or having a financial interest in the aeronautical activity or service. Also, a credit report on the company's aeronautical activity or service itself, covering all geographical areas In which the company may have conducted business.
VII. Upon request. such other information as The Airport may require.· Reasons for Denial of Appllcatlon
Applications may be denied for reasons Including but not limited to:
I. The applicant does not meet qualifications, standards and requirements established by these Minimum Standards.
II. The applicant's proposed operations or construction wlU create a safety hazard at the Airport.
Ill. The offered aeronautical activity(s) or service(s} would be unreasonably costly, burdensome or impractical for more than one service provider to offer.
IV. Granting the application wlll require the expendi1ure of local funds, labor or materials on the facilities described In, or related to the application, or the operation will result In a financial loss to the Airport.
V. There is no adequate, available or appropriate space or building at the Airport to accommodate the entire aeronautical activity or service of the applicant.
VI. The proposed airport development or construction is not consistent with the FM approved Airport Layout Plan.
VII. The development or use of the area requested will result In a congestion of aircraft or buildings, or will result in significant Interference with the operations of any present aeronautical actlvlty or service provider at the Airport
VIII. Any party applying, or having an Interest in the aeronautical activity or service, who has supplied false information, or has misrepresented any material fact In the application or In supporting documents, or has failed to make full disclosure on the application.
IX. Any party applying, or having an interest in the aeronautical activity or service or its management, has a record of violating any City ordinances, rules, regulations, or other restrictions pertaining to the use of Airport property, Federal Aviation Regulations (FARs), or any other ordinances, rules, regulations or restrictions applicable to this or any other airport.
X. Any party applying, or having an interest in the aeronautical activity or service, has defaulted in the performance of any lease or other agreement with the Airport or any lease or other agreement at any other airport or government.
XI. Any party applying, or having an interest In the aeronautical activity or service, is not sufficienUy credit worthy and responsible, in the sole judgment of The Airport, to provide and maintain the aeronautical activity or service to which the application relates and to promptiy pay amounts due under the lease or permit.
XII. The applicant has committed any Clime, engaged in conduct or violated a federal, state, or local government ordinance, rule or regulation, which The Airport has determined, in Its sole discretion, adversely reflects on the applicant's ability to conduct the operation for which the application is made.
XIII. Any other reason not listed above that the City deems as reasonable and prudent for safe and efficient airport operation.
CHAPTER 3 - PERMITS AND LEASES
Permit/Lea se
Any person who Intends to conduct an aeronautical activity or service, wherein use of the Airport provides a commercial benefit to said person, must negotiate an Airport Use Permit, and/or Lease with the Airport or a sublease with a master lessee of the Airport, including but not limited to non profit organizations. The authorization by the Airport to a person wishing to provide aeronautical activities or services to the public does not imply that said person has exclusive rights to provide those aeronautical activities or services at the Airport. The Airport, being the recipient of Federal funds via the FAA, is obligated to comply with FAA Policy on ·exclusive Rights at Airport." A copy of said Policy Statement is on file at the Airport Manager's Office for review, upon reasonable notice and during regular office hours or available on the FAA website.
In all cases of Permit or Lease the aeronautical activity or service provider must provide a local contact capable of responding to staff requests in a timely manner Including, but not lknlted to, hangar and leasehold Inspections.
FAA Required Lease Provi sions
Each permit or lease at the Airport shall contain provisions regarding subordination; emergency leasing to tne United States, non-discrimination and such other provisions as may be required by the FAA pursuant to law or contract. Lease provisions may be amended from time to time by the FAA or City. Each lease shall be subject to the FAA required lease provisions effective as of the date the lease is executed.
CHAPTER 4 - MINIMUM QUALIFICATIONS
Minimum Qualifications
An aeronautical activity or service provider shall, in addition to meeting all other requirements and qualifications either d~ectly or through vmtten sublease {lease or penntt}, meet the below stated minimum qualifications either directly or through a sublease agreement for each type of aeronautical activity or service which he/she intends to provide.
ADA Requirements
Facilities and parking areas shall comply with Americans with Disabilities Act (ADA) standards and any other federal, state and local regulations as set forth by those entities.
Air TaxVCharter Operations
The aeronautical activity or service provider who engages In a charter operation at the Airport shall lease from City, or provide under terms agreeable to the Airport, an area of airport land sufficient in size to provide the office space and passenger waiting area, and if air cargo service is provided an additional area for cargo storage space. The aeronautical activity or service provider shall also lease sufficient apron area to stage flights and provide for the storage, parking, or tie-down of as many aircraft as such aeronautical activity or service provider reasonably expects to have on hand in such FAR Part 135 business at My one time.
Aircraft Fuellng and/or Line Services
In order for any person to engage In the aeronautlcal activity or service of providing aircraft fuel sales and line services at the Airport, the person shall lease from the City the space needed to accommodate the aircraft fueling and line servicing equipment, supply adequate parking for the aircraft being serviced, and provide for the flow of traffic in and out of the aircraft servicing areas.
In addition, an aeronautical activity or service provider under this provision shall provide and maintain fuel storage and all necessary pumps, tanks, mobile gas trucks, fueling areas, ramps and other fueling facilities that may be necessary. In all fueling operations the aeronautical activity or service provider will comply with state and local fire codes and the current edition of NFPA 407 including all NFPA Standards referenced In NFPA 407.
An aeronautical activity or service provider under this provision shall keep a curren~ complete and accurate record of all fuel, oil and other products sold and shall, at the request of the Airport Manager, make available all records of sU<;h sales for at least two (2) years after the sale of such products. Failure of an aeronautical activity or service provider to keep an accurate record of all sales shall be reason to revoke the aeronautical activity or service provide~s permit andlor authority to do business at the Airport.
Each aeronautical activity or service provider offering aircraft fuel sales and line services shall maintain sufficient ful~time attendants on duty to service aircraft without unreasonable delay during their hours of operatic~ . This is not appllcable to self-service fuel islands.
The aeronautical activity or service provider wi1h fueling facilities shall at all times maintain an adequate supply of fuels, oils and other appropriate fluids and supplles·to provide a continuous, uninterrupted and undiminished level of service.
The aeronautical activity or service provider shall maintain at all times, on each and every mobile gas truck and for each bulk loading/unloading and fuel storage facility, spHI kit{s) reasonably capable of containing and cleaning up all fuel/oil spills that could arise as a result of its operation.
Moblle gas trucks shall have markings and or slgnage that clearly Identifies itself as to fuel grade, brand (If applicable), fuel provider/permit holder, telephone number and radio frequency. Markings (Individual letters) shall be no less that 3" in he~ht and in contrasting color to the background.
Aircraft Maintenance Services and Sale of Parts and Accessories The aeronautical activity or service provider who engages in a maintenance service business and sells parts and accessories at the Airport shall lease from City, an area of airport land sufficient in size to provide the office space, a hangar and an area of ramp to tie down or house all aircraft in for repair or maintenance. Hangars must meet all safety standards, including but not limited to, current fire code.
The business of such maintenance, service and sale of parts and accessories shall be staffed with FAA certified Airframe and Power Plant Mechanics and Aircraft Inspector during nonnaJ business hours as designated by the Airport, or at other times, subject to the aeronautical activity or service provider's discretion.
If the aeronautical activity or service Includes aircraft refinishing and painting it shall:
I. Comply with and abide by aJI standards, rules, regulations and requirements of any local, regional, state or federal governmental agencies having jurisdiction over aircraft painting and stripping operations.
II. Comply with the current standards of the Air Pollution Control District (APCD) and National Fire Protection Association (NFPA) on paint spraying and spray booths with regard to the arrangement, construction and protection of spray booths and the storing and handling of materials used In connection with aircraft refinishing and painting, or other contaminants from flowing into storm drains, rivers, lakes, streams or being placed in any sewer system.
Ill. Perform all aircraft painting and stripping operations insfde a hangar or building unless an outdoor facility has been constructed for this purpose and meets conditions of the Airport Stonn Water Pollution and Prevention Plan (SWPPP).
IV. Property treat and dispose of all hazardous material in compliance with the governing agencies and in accordance with the SWPPP and/or any other rules, regulations or ordinances restricting the discharge of pollutants Into the air, water or ground at the Airport.
Aircraft Rentar
The aeronautical activity or service provider who engages In an aircraft rental business at The Airport shall lease from the City, or provide under terms agreeable to the Airport, an area of airport land sufficient in size to provide the space needed for aircraft storage, vehicle parking and tiedown of all of its aircraft.
Aircraft Storage, Inside Hangar
The aeronautical activity or service provider who engages in the aeronautical activity or service of storing airplanes inside a hangar or under a shade hangar at the Airport shall lease from the City an area of airport land sufficient in size for the construction of an aircraft storage building(s} with proper access ramps and other accessories. In addition. storage buildings will be constructed according to locations stipulated in the approved Airport Layout Plan, plans and specifications previously submitted and approved in writing by the Airport Manager, and according to all applicable laws and regulations.
The aeronautical activity or service provider shall post In conspicuous place(s) on the building(s}, In a location and manner acceptable to the Airport Manager, the address of the site, hangar number and business name. Address, and telephone number of the person who Is in charge of such aeronautical activity or service must be on file in the Airport Office.
Crew /Job-Related Quarters
There can be no use of Airport property for the purpose of crew or job-related quarters without prior approval from the Airport Manager. No such quarters will be allowed if the FAA detennlnes they might compromise the safety, security, effective or efficient operation of the Airport There shall be no residential living quarters or caretaker quarters.
FAA Requirements
The activity or service provider and/or its agents shall hold all current and valid certificates, permits, licenses and/or other authorizations required by the FAA for the aeronautical activity or service offered and shall follow all FAA rules and regulations pertaining to such activity or service.
Facility Condition
Facilities shall be kept In a neat, clean and orderly condition and properly painted.
Fllght Instruction and/or Ground School
The aeronautical activity or service provider shall have adequate facilities or arrangements with provisions for a flight planning area, aircraft storage, vehicle parking, tiedown, servicing and ·repairing all of Its aircraft.
Indemnity and Insurance
The aeronautical activity or service provider shall agree, and by operation at the Airport does agree, to Indemnify, defend, and $ave the City, City Board of Supervisors, and The Airport, their authorized agents, officers, representatives, and employees, and hold them harmless from and against any and all actions, penalties, liabilities, claims, demands, damages, or losses of any kind, resulting from claims or court action, whether cMI, criminal or in equity, and arising directiy or indirectly out of acts or omissions of the aeronautical activity or service provider, hislher agents, employees, servants, guests, business visitors, Invitees or customers.
In addition to the foregoing indemnity agreement provisions, the aeronautical activity or service provider agrees to secure, maintain, and keep in force during the term of the agreement the insurance policies, forms, and conditions required by the Airport and any applicable City Rules and Regulations pertaining to the Airport. The scope, amount and terms of the required insurance shall be subject to the review and approval of the City's Risk Manager and may be required to be adjusted from time to time to mitigate the City's liabillty exposure from the aeronautical activity or service provider's operations.
Non-Discrimination
The aeronautical activity or service provider shall furnish to all Airport users all authorized or licensed services on a fair, equal, and not unjustly discriminatory basis. The aeronautical activity or service provider shall charge fair, reasonable, and not unjustly discriminatory prices for each activity or service, provided that the aeronautical activity or service provider may make reasonable and nondiscriminatory discounts, rebates, or other slmllar types of price reductions to volume purchasers, if permitted by law and any applicable City Rules and Regulat!ons.
APPENDIX A - REFERENCES
Federal Aviation Agency Policy Statement, 'Exclusive Rights at Airport', as published in the Federal Register (30 F@13661) October 27, 1965.
2 Federal Aviation Administration Order 5190.SA, ~Airport Compliance Requirements' dated October 2, 1989.
Federal Aviation Administration Advisory Circular AC 150/5190-2A, "Exclusive Rights at Airporf dated 4/4'72.
3 Federal Aviation Administration Advisory Circular AC 150/5190-IA, "Minimum Standards for Commercial Aeronautical Activities on Public Airport' dated 12/16/85.
Federal Aviation Administration Advisory Circular AC 150/5100.S, chg. 1 "Exclusive Rights and Minimum Standards for Commercial Aeronautical Activities" dated 6/10/02. 4 NFPA 101 Life Safety Code 1988, Chapter 29, •storage Occupancies~, Section 29-6, Special Provisions for Aircraft Hangars.
5 NFPA 407 Aircraft Fuel Servicing, 1990 Edition, and all NFPA Standards referenced in 407.
APPENDIX 8 - DEFINITIONS I ABBREVIATIONS
A&P - Airframe and Powerplant
Abandoned - means any piece of equipment or vehicle that is nonairworthy, or has no current registration, or has no current airworthiness certificate, or has a flat tire and is incapable of being driven or flown.
ADA- Americans with Disabilities Act
Advisory Circulars (AC)- means Federal Aviation Administration Advisory Circulars ACs for the aviation industry.
Aeronautical Activity or Service - Any activity that involves, makes possible, or Is required for the operation of aircraft or that contributes to or is required for the safety of such operations.
Air Operations Area (AOA) - means the area that is inside the Airport boundary in which aircraft movements take place as defined by the Federal Aviation Administration-Ad~ry Circular AC150/5300.
Air Traffic Control Tower (ATCT)-means the FAA or non-federal owned/staffed ATCT facility located on Airport premises.
Aircraft - means any and all conveyances, now or hereafter used for flight in airspace.
Airport and the Airport - means the Airport operated by the City of Salinas.
Airport Commission - seven person commission appointed by Council Members and Mayor to advise on all matters aviation.
ALUC - Airport Land Use Commission
BMP - Best Management Practice
City- means the City to which that airport is annexed as defined above under AIRPORT.
City Council-means the City of Salinas elected officials as defined by the term "Council•.
Codes - Rules and Regulations Referenced - means the codes/rules as referenced below:
NFPA 407 - Standard for Aircraft Fueling Servicing Aeronautics Law-State Aeronautics Act- Public Utilities Code Cafifomia Fire Code - Part IV - Special Occupancy Uses-Article 24 - Airport, Heliports, and Helistops EPA FAA Advisory Circulars Califotnla Vehicle Code Section-211113, 22511.8, 22651, and 22652 Federal Aviation Administration FAA-Advisory Circulars, Orders, Rules Federal -Airport and Airway Act of 1970 Federal -Airport Noise and Capacity Aci of 1990 Federal - A vlatlon Safety and Noise Abatement Act of 1979 Federal Clean Water Act Federal Americans with Disabilities Act State Health and Safety Code State Penal Code State Vehicle Code State of California Code of Regulations - Titfe 21, Sections 3525 through 3560 State of California Public Utilities Code- Sections 21001 et seq. relating to the Aeronautics Act Transportation Security Administration (TSA) Rules and Regulations for City of Salinas Airport and the Airport • Storm Water Pollution Prevention Plan (SWPPP) The Airport Storm Water - Best Management Practices (BMPs) the Airport Minimum Standards Schedule of Fees.
City - means the City of Salinas, In the State of Callfomia.
Crew Quarters - means commercial job related living quarters required for crew rest periods per FARs.
Federal Aviation Administration (FAA)- means the Federal Aviation Administration.
Federal Aviation Regulations (FAR)-means Federal Aviation Regulations.
Flight Standards District Office (FSDO)-means the Federal Aviation Administration Flight Standards District Office.
Fixed Bast Operator - means a commercial aviation business that provides more than one aeronautical service.
Flying Club - means any combination of persons who form a legal entity to provide members the privilege of piloting aircraft based on the Airport as defined under AIRPORT above.
Master Lease - means a portion of an Airport that is leased to an Individual or entity as approved by the City Board of Supervisors In an Aviation/Industrial Master Lease contract.
Minimum Standards - The qualifications or criteria that are established as the minimum requirement(s) that must be met by businesses engaged in on-airport aeronautical activities for the right to conduct those activities.
Movement Area - means the runways, 1axiways, clld other areas of an Airport which are used for taxiing, hover taxiing, air taxiing, takeoff, and landing of aircraft, exclusive of loading ramps and aircraft parking areas and as further defined in the FAAfAC 150-5300 "Alrport Design.• National Transportation Safety Board (NTSB)-means the FANNaUonal Transportation Safety Board.
NFPA-National Fire Protection Administration
Non-Movement Area - means aircraft aprons, ramps, taxllanes and parking areas not under the positive control of the ATCT and where two-way radio communications with the ATCT is not required by aircraft or ground vehicles on Airport premises and as further defined in the FANAC 150-5300 •Airport Design." Pedestrian -means a person on foot, on a bicycle. in a wheelchair (motorized or manual), on a skateboard (motorized or manual} or on a scooter (motorized or manual).
Parson-means any individual, estate, firm, association, political body, business, organization, group, partnership, business trust, company, corporation, or other legal entity including any member trustee, agent, employee, officer, receiver, assignee, or other representative of any of these.
Positive Control - Absolute or Active control.
Runway - means a surfaced or un-surfaced area of the Airport reserved primarily for the landing and taking off of aircraft.
Self-Fueling - means fueling an aircraft that ls owned in whole or partnership by the person fueling. This does not include fueling at the self.-service fuel island.
Self·Servlce-Includes activities such as adjusttng, repairing, cleaning and otherwise providing service to an aircraft, provided the service Is performed by the aircraft owner or his/her employees with resources supplied by the aircraft owner. See FAR Part 43 for allowed self-service activities.
Speclali?ed Aviation Service Operation (SASO) -An aeronautical business that offers a single or limited service.
Sublease - means a portion of an Airport that is subleased to an individual person or entity by a Master Lease/lessee for a portion of the Master Lease parcel with approval of the Airport Manager.
SWPPP - StofTTI Water Pollution Prevention Plan
Taxiway-means a defined path established for the taxiing of aircraft from one part of an airport to another.
Taxllane - means the portion of the aircraft parking area used for access between taxiways and aircraft parking positions.
Vehicle - means auto. truck, fuel truck. golf cart, motorcycle, moped, or any motorized equipment Date of Update
1 2
3 4
5 6
7 8
UPDATES
Page Updated Authorized By
SALINAS MUNICIPAL AIRPORT
LEASE
This Salinas Municipal Airport Lease ("Lease") is entered into by and between the CITY OF SALINAS a political subdivision of the State of California hereinafter referred to as "Le~sor," and CENTRAL COAST AVIATION SERVICES, INC., a California Corporation heremafter referred to as "Lessee."
RECITALS
WHEREAS, Lessor owns and operates an airport in the City of Salinas, State of California, commonly known and described as Salinas Municipal Airport (the "Airport"); and WHEREAS, on September 14, 2004, Lessor and Lessee entered into an Office Lease under which Lessee leases from Lessor certain office space located inside the Airport Terminal building of the Airport (the "Office Lease"); and
WHEREAS, on March 16, 2004, Lessor and Lessee entered into a City of Salinas Airport Lease under which Lessee leases from Lessor property at the Airport for the purpose of operating and maintaining aviation fuel tanks and facilities (the "Fuel Facility Lease") and under which title to the fuel tanks and facilities vested with Lessor; and
WHEREAS, Lessee desires to continue leasing Airport property for the fuel tanks and facilities and desires to continue leasing a portion of office space located inside the Airport Terminal Building; and
WHEREAS, Tanimura and Antle Finance Company, a division ofTanimura and Antle Partnership, a California General Partnership ("T & A") provided financing to Lessee, secured by a mortgage covering the fuel facility and Lessee's leasehold interest, to enable Lessee to construct and install a fuel facility and ancillary improvements ("T & A Financing"); and WHEREAS, pursuant to the terms of the Fuel Facility Lease, Lessor and Lessee have entered into a Fuel Facility Memorandum to establish the respective rights and obligations of Lessor and Lessee under the Office Lease, Fuel Facility Lease, and T & A Financing; and WHEREAS, Lessor and Lessee have determined to terminate both the Office Lease and Fuel Facility Lease and to incorporate the terms of those two leases into one master lease; and WHEREAS, it is mutually agreed that the letting hereunder is upon and subject to the following terms, covenants, conditions, and provisions, and Lessee covenants, as a material part of the consideration of this Lease, to keep, perform, and comply with each and all of said terms, covenants, conditions , and provisions by Lessee to be kept, performed , and complied with, and this Lease is made upon the condition of such performance and compliance.
Salinas Municipal Airport Lease
November 15, 2006
NOW, THEREFORE, the parties agree as follows:
TERMS
1. Leased Premises; Use of Leased Premises. "Leased Premises," as th~t term is u~ed in this Lease, shall mean that portion of the Airport used by Lesse~ for the op~rat1on ~~ mamtenance of an aviation-related fuel facility, and that portion of the Airport Termmal Bmldmg used by Lessee as office space, as follows:
A. Fuel Facility. Lessee hereby leases a portion of the Airport, as more particularly shown and described on Exhibit A and as more particularly described in Section 2, herein, for the purpose of operating an above-ground fuel facility (the "Fuel Facility") owned by the City for the following purposes:
i.
11. m.
Use and maintenance of an aboveground aviation fuel facility and ancillary improvements, and all related and ancillary uses as further defined herein, at Lesee's sole cost and expense;
Storage and dispensing of petroleum products to the public, storage of refueling trucks and ancillary equipment. Petroleum products may be brought onto Airport for the subsequent use and sale (line service) of said products by Lessee, as follows:
(a) Petroleum products to be received and sold by Lessee to the public shall consist of aircraft fuel, oil, and lubricants;
(b) Lessee may receive and sell other petroleum products for which there is no provision in this Agreement, if Lessee first obtains written approval from Lessor's Airport Manager. Said approval shall be accompanied by additional fees, charges or payments, which will be determined by Lessor and which shall be paid by Lessee as consideration for the additional privileges;
( c) Lessee shall have the right to employ and train persons to dispense said petroleum products; •
(d) Lessee is hereby authorized to have not more than four (4) fuel servicing vehicles ("refuellers") on Airport. Additional vehicles must be approved beforehand by Lessor's Airport Manager; ( e) Lessee agrees that all petroleum product storage, pumping or distribution facilities use by Lessee on Airport shall meet all requirements of, and be in strict compliance with all applicable laws, ordinances, and regulations of any governmental authority; (f) Lessee may dispense petroleum products on common areas of Airport and upon such areas for which Lessee has received prior consent from Lessor's Airport Manager.
A portion of the Leased Premises, adjacent to the easterly, westerly, and southerly sides of the Fuel Facility, is specifically included to allow for its use by patrons of the Lessee accessing the Fuel Facility operated by Lessee. Its Salinas Municipal Airport Lease
November 15, 2006
use is not intended for the location of any structure, barrier or other temporary or permanent restriction of use of the area by operators of aircraft. 1v. Lessee shall not perform maintenance on any refueller or other vehicle on any aircraft-parking ramp or other common area of Airport.
v. Lessee agrees to furnish said services in accordance with the Commercial Operating Standards adopted by the Salinas City Council on October 18, 1994, as it may be amended from time to time.
B. Office Space. Lessee hereby leases a portion of the Airport Terminal Building, as more particularly shown and described on Exhibit B, for the following purposes:
a. Operation of a fully accredited pilot training school; b. Operation of an air charter service that provides for an air taxi, aircraft rental, and aircraft sales;
c. Selling of pilot supplies and reference materials;
d. Administration of the sale of aircraft petroleum products; e. Administration of the temporary storage of single-engine and twin-engine aircraft being purchased and/or sold by Lessee; and
f. Operation of a courtesy car service of not more than four ( 4) cars, including one (1) limousine.
Lessee agrees to furnish all said services in accordance with the Commercial Operating Standards adopted by the Salinas City Council on October 18, 1994, and as may be amended from time to time, and in accordance with all Federal Aviation Administration Regulations.
C. Limitations On Use. Lessee shall not use the Leased Premises, or any part thereof, or permit them to be used for any purpose other than for the uses described herein. Maintenance shall only be allowed on aircraft owned by Lessee and stored by it on the Airport. Such maintenance shall be restricted to that allowed under the Salinas City Code for the rating of the structure approved under the Lessor's permitting process. Lessee shall not do or permit to be done upon the Leased Premises any act or thing which constitutes a nuisance or which may disturb the quiet enjoyment of the City, of any tenant of the City, or private businesses on adjacent land or neighboring property. Lessee further agrees, within seventy-two (72) hours from receiving written notice by the Lessor that a nuisance exists, to abate or otherwise cause said nuisance to be cured. In the event Lessee has not taken corrective action within seventy-two (72) hours, the Lessor may use all available remedies to abate the nuisance, including but not limited to entering and abating said nuisance, at the expense of the Lessee without any liability whatsoever to Lessor for monetary loss or anticipated profits of Lessee or others.
Salinas Municipal Airport Lease
November 15, 2006
2. Fuel Facility Improvements. The Fuel Facility to be operated and mai~tain_ed by Lessee pursuant to this Lease shall consist of two (2) 12,000 gallon double wall cylmdncal steel above ground aviation fuel storage tanks, one for storage of 1 00LL fuel and one fo~ storage of Jet_ A fuel one reel and dispenser for each tank, one credit card reader and supportmg programmmg, and 'all ancillary equipment associated with storing and dispensing ~viation fu~l _into aircraft ~d refueller trucks including pumps, filters, fueling modules, vents, stairs/hand ra1lmgs, and suct10n assemblies. All plumbing exposed to the weather shall be stainless steel.
3. Term. This Lease shall commence on December 12, 2006, and shall continue in full force and effect for a period of twenty (20) years thereafter, terminating on December 11, 2026, ("Original Term") unless otherwise terminated sooner or extended in the manner and under the conditions provided herein.
Lessor grants Lessee an option to renew this Lease for an additional ten (10) year period ("Renewal Tenn"). Lessee's option to renew shall be exercised by Lessee delivering written notice of its intent to exercise said option no less than 180 days prior to the expiration of the Original Term. Lessee may only exercise said·option to renew as long as Lessee is not in default of any of the conditions and covenants provided herein at the period of time permitted herein for the exercise of the option.
A. Lessor and Lessee have entered into a Fuel Facility Memorandum, attached hereto as Exhibit C and incorporated herein by reference, whereby Lessor and Lessee established the respective rights and obligations of each regarding the T & A Financing and also regarding the reimbursement to Lessee of costs and expenses associated with the construction and installation of the Fuel Facility. The terms and conditions of the Fuel Facility Memorandum shall survive termination of the Office Lease and Fuel Facility Lease and execution of this Lease, and the terms and conditions of the Fuel Facility Memorandum shall remain in full force and effect. In the event of any conflict between the terms of this Lease and the terms of the Fuel Facility Memorandum, the terms of this Lease shall take precedence and control. Notwithstanding the foregoing, Lessee understands and acknowledges Lessor's ownership .of the Fuel Facility and that such ownership is not subject to conflicting interpretations of this lease.
Notwithstanding what is otherwise provided in the Fuel Facility Memorandum, Lessor shall have the option, at any time and at its sole discretion, to satisfy the outstanding Fuel Facility balance then due and owing to Lessee. In the event Lessor satisfies the outstanding Fuel Facility balance as provided herein, prior to the time set forth in the Fuel Facility Memorandum, Lessee shall be obligated to pay rent as otherwise provided in this lease at the then applicable rental rate established pursuant to the terms of this Section 4.
B. Lessee shall make all rental payments monthly in advance on or before the first day of each month. Checks should be made payable to the City of Salinas and be delivered to the City of Salinas at 200 Lincoln Avenue, Salinas, California 93901, Office of the Finance Director, Salinas Municipal Airport Lease
November 15, 2006
Attn: Airport Fund. Failure to pay rent within a ten (10) day time frame after written notice constitutes a default within the meaning of Section 29 of this Agreement.
The place and time of payment may be changed at any time by the Lessor upon thirty 930) days written notice to Lessee. Lessee assumes all risk of loss and responsibility for late payment charges.
C. During the Original Term, rent shall be payable, at the option of the Lessee, in either an annual payment or in equal monthly installments, as provided in the Fuel Facility Memorandum and as regularly adjusted pursuant to the terms of this Lease. In the event Lessee is reimbursed in full prior to the ten-year amortization period established in the Fuel Facility Memorandum , the total amount of monthly rent due and payable to Lessor from Lessee shall be the then applicable Adjusted Rent as set forth in this Lease.
D. During the Renewal Term, rent shall be payable at an annual rate that is mutually acceptable to the parties, provide that said rate shall reflect the fair market value of the Leased Premises as subject to the terms and conditions of this Lease. If the parties have not agreed in writing at least thirty (30) days before expiration of the Original Term upon the amount ofrent to be paid during the Renewal Term, Lessee 's option to renew shall cease and this Lease shall be terminated.
E. After the two and one half year (2 1/2) year anniversary of the Commencement Date of both the Original Term and the Renewal Term (the "Adjustment Date") , and upon every two and one half year (2 ½) year anniversary date thereafter of the Commencement Date of both the Original Term and the Renewal Term, rent shall be increased at a rate equal to the percent change in the Consumer Price Index for "All Urban Consumers" for San Francisco/Oakland/San Jose, California during such two and one half (2 ½) year period (the "Adjusted Rent").
Regardless of the index publication dates, the rental adjustments herein shall only occur on the applicable Adjustment Date. Until the rent adjustments can be actually calculated in accordance with this Lease, Lessee shall continue to make payments at the existing rental rate. When the adjustment is calculated, the balance of rents due at the adjusted rate, from the applicable Adjustment Date through the date of calculation, shall be paid to Lessor within thirty (30) days of written notice by the Lessor. In no event shall the Adjusted Rent due under this Lease as established by the Consumer Price Index be less than the rent in existence immediately prior to the Adjustment Date.
F. If Lessee fails to pay the rent when due, Lessee will pay, in addition to the unpaid rents, ten percent (10%) of the delinquent rent per month from the date when due and payable under the terms of this Lease until the same shall be paid. In the event that Lessee elects to pay said rent in annual installments , rent shall be considered delinquent if not paid within fifteen (15) days of the execution of this Lease and, in subsequent years, if not paid within the fifteen (15) days of anniversary of the Commencement Date. In the event that Lessee elects to pay rent in monthly installments , rent shall be considered delinquent if not paid by the tenth day of each month.
Salinas Municipal Airport Lease
November 15, 2006
5. Utilities. Lessee shall pay a proportionate share of costs for utilities/services on a monthly basis for the Airport Terminal Building, the costs of which cannot be easily distinguished between Lessor and Lessee, as follows:
A. Natural Gas. Lessee shall bear five percent (5%) of the total monthly utility cost; B. Electricity. Lessee shall bear five percent (5%) of the total monthly utility cost; C. Janitorial Service. Lessee shall bear five percent (5%) of the total monthly cost associated with the janitorial cleaning of the lobby and restrooms of the Airport Terminal Building; and
D. Refuse. Lessee shall bear thirty-three percent (33%) of the total monthly utility cost.
Lessor and Lessee shall renegotiate the proration of these and other utility costs, including sewer and water costs, if the use of the Terminal Building by patrons, _employees, subtenants of Lessee becomes greater than anticipated.
Nothing contained in this section shall be interpreted so as to relieve Lessee, its tenants, subtenants, patrons, invitees, and others from Airport use charges and other charges as may generally be levied by Lessor.
6. Fuel Flowage Fee. Lessee shall pay to Lessor a gallonage fee of five cents ($0.05) per gallon of fuel and eight cents ($0.08) per gallon of oil brought, i.e., delivered, onto Airport by or for Lessee. The gallonage fee may be adjusted by Lessor's City Council, from time to time, as is commercially reasonable. The gallonage fee shall be payable to Lessor on a monthly basis.
Lessor may require Lessee, when making payment of amounts due Lessor hereunder, to accompany the payment with complete and accurate delivery invoices showing the date and gallonage fee delivered onto Airport. Lessee shall keep true and accurate records and accounts of all of its deliveries of fuel and oil onto said Airport. Lessor's Airport Manager, or other duly authorized agent of Lessor, shall have the right to inspect Lessee's revenue and gallonage records, the right to audit and to meter all lubricants brought onto Airport. Lessee shall bear the cost of any audit or metering which establishes that Lessee has underpaid the gallonage fee by ten percent (10%) or more. Notwithstanding the terms of Section 14 of this Lease, false reporting of fuel sales and inaccurate record keeping may be grounds by Lessor to terminate lease.
Nothing contained in this section shall be interpreted so as to relieve Lessee, its tenants, . sublesees, patrons, invitees, and others from Airport use charges and other charges as may generally be levied by Lessor.
7. Aircraft Fees. Lessee shall pay to Lessor such aircraft fees; for Lessee's aircraft stationed on the Airport, as may be established by the Salinas City Council from time to time. Such fees shall be payable monthly at the same time the rent is paid. For purposes of this Lease, the term "Lessee's Aircraft" shall mean aircraft owned by Lessee and any aircraft stored owned or operated by Lessee's tenants, subtenants, patrons, invitees, and others that are either stored or maintained by Lessee at the Airport.
Salinas Municipal Airport Lease
November 15, 2006
8. Leasehold Improvements.
A. No improvement , including landscaping , other than those improvements existing upon the Airport at the Commencement Date, shall be erected or placed on the Leased Premises and no alterations shall be made in the improvements and facilities constructed on the Leased Premises without the prior written approval of Lessor, said approval not to be unreasonably withheld. One (1) complete copy of plans for all buildings and improvements and for subsequent changes therein or alterations thereof shall, within fifteen (15) days after approval thereof by Lessor, be signed by Lessee and deposited with Lessor.
B. Lessee shall construct and/or install all site improvements required by Lessor consistent with City development standards including, but not limited to, drainage, utilities, parking, paving , landscaping, lighting , and fencing.
C. Lessee shall provide for parking of automobiles as provided for in the Salinas Municipal Code and for aircraft refuellers as required by the Salinas Airport Manager.
D. Lessee shall cause to be made, executed and delivered to Lessor, prior to the date of commencement of any work in or on the Leased Premises , corporate surety bonds approved as to form and as to surety by Lessor, with Lessee ' s contractor or contractors as principal, and Lessor as an additional obligee , each in the sum of one hundred percent (100%) of the amount of the contract for (a) the said required work in accordance with the approved plans and specifications , and (b) to provide that if Lessee or its contractor or contractors fails to pay for any materials , provisions or other supplies , used in or upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, that the surety will pay the same, in an amount not exceeding the sum specified in the bond, and also, in case suit is brought upon the bond, a reasonable attorney 's fee as set by the court.
E. Before commencing any work of improvement consistent with the requirements of section 27 of this Lease, Lessee shall ensure that all of its employees and/or all employees of any contractors retained by Lessee, are covered by Worker ' s Compensation Insurance covering full liability for compensation under the Worker's Compensation Insurance and Safety Act, for any person injured while performing any work or labor incidental to the work in or on the Leased Premises. Such coverage shall be obtained by a carrier authorized to act under the laws of the State of California , reasonably acceptable to Lessor.
F. Lessee shall design the improvements to meet all applicable guidelines and regulations of the Federal Aviation Administration (FAA), the California Department of Transportation (Division of Aeronautics) , and the City of Salinas. Lessor makes no warranties as to the suitability of the location identified for the purpose intended, particularly with respect to height and setback requirements , and all other federal, state, and local regulations.
9. Repair and Maintenance of Leased Premises and Equipment.
A. Lessor shall, at its own cost and expense, repair and maintain the roof and exterior walls of the office space portion of the Leased Premises in good working order and repair.
Salinas Municipal Airport Lease
November 15, 2006
Lessee agrees to maintain the Leased Premises ( except roof and exterior walls) and all improvements conducted therein, in good order and repair and to keep said premises in a neat, clean, and orderly condition. This includes, but is not limited to,. the prevention accumulation of any refuse or waste materials that might constitute a fire hazard or a public or private nuisance.
Lessee shall at all times during the full terms of this Lease and any renewals and at its sole cost and expense, keep and maintain all vehicles and the interior and exterior of all buildings, structures, and other improvements it contracts on said premises in good order and repair, including all necessary janitorial services and the whole of said premises from weeds and rubbish in a clean, sanitary, and neat condition.
B. Lessee shall maintain and repair the Fuel Facility portion of the Leased Premises, and all equipment, facilities, and other appurtenances thereto, in good order and repair and to keep said Leased Premises as may be required by the City and as generally accepted in industry practice, in a neat, clean, and orderly condition at Lessee's sole cost and expense. This includes, but is not limited to, the prevention of accumulation of any refuse or waste materials that might constitute a fire hazard or a public or private nuisance. Lessee shall at all times during the full term of this Lease and any renewals and at its sole costs and expense, keep and maintain the Fuel Facility, all vehicles, structures or other improvements it contracts on the Leased Premises in good order and repair, including all necessary janitorial services and the whole of said Leased Premises free of weeds and rubbish and in a clean, sanitary, and neat condition. This includes any modifications over time to_ ensure the Fuel Facility meets all applicable federal, state, and local environmental and development regulations. Failure of Lessee to properly maintain and repair the Fuel Facility portions of the Leased Premises shall constitute a breach of the terms of this Lease.
C. Lessor or its authorized representative shall have the right during normal business hours to inspect the Leased Premises and vehicles, except for any parts thereof deemed by Lessee to contain valuable property and confidential matters unless accompanied by Lessee or one of his agents, to determine if the provisions of this Lease are being complied with. If, in the opinion of Lessor's Airport Manager, the Leased Premises are not being properly maintained, the Salinas Airport Manager may, after giving written notice to Lessee and after a reasonable time, cause such repair and maintenance to be made. The cost of such maintenance shall be paid within thirty (30) of written receipt of demand for payment. If said Lessee does not pay costs promptly, this Lease shall be deemed to be in default and Lessor shall be entitled to all legal remedies provided hereunder.
D. Lessee agrees to indemnify and save harmless Lessor against all actions, claims, and damages by reason of Lessee's failure to keep and maintain said vehicles, premises, and any buildings and improvements thereon as hereinabove provided, or by reason of its non-observance or non-performance of any law, ordinance, regulation, or order of competent governmental authority applicable thereto.
10. Restoration of Premises. If during the term hereof the Fuel Facility, the office space or any part thereof shall be damaged or destroyed by fire or other casualty, Lessor may in its sole discretion and at its sole cost and expense, either (a) repair or restore said improvements, in accordance with the City's Zoning Code and building requirements in effect at that time, or (b) Salinas Municipal Airport Lease
November 15, 2006
Page8 of26
tear down and remove the same from the Leased Premises. In either event, Lessee shall be entitled to recover as damages only the then outstanding balance due Lessee from Lessor as reimbursement for Lessee 's construction and installation of the fuel Facility under the Fuel Facility Memorandum and Lessor shall only be responsible for the then outstanding reimbursement balance and for no other damages, losses, claims or liabilities of Lessee.
Nothing in this section or elsewhere in this Lease shall prevent Lessee from otherwise carrying, at its own expense, any insurance as it deems necessary to protect its interests herein.
11. Signs. Lessee shall have the right to post such signs as are necessary and usual in the conduct of its business in and upon the Leased Premises. Location, size, shape, and copy of all signs exposed shall be in accordance with the Salinas City Code and approved by Lessor's Airport Manager, and by the City's Community Planning and Development Department.
12. Title to Improvements.
A. Title to the Fuel Facility vested with Lessor on March 16, 2004, upon execution of the Fuel Facility Lease, subject only to those third party rights set forth in the Landlord's Consent Agreement entered into between Lessor and T & A. Lessee shall execute, acknowledge, and deliver to Lessor any instrument requested by Lessor as necessary in Lessor's opinion to protect Lessor's right, title, and interest in and to the Fuel Facility.
B. Upon the latter of the expiration of the Original Term, or the expiration of the Renewal Term, if exercised , or upon any sooner termination (pursuant to an actual default by Lessee of the terms and conditions of this Lease, thereby giving rise to the termination of the Lease, by means of negotiation or adjudication) of this Lease, all leasehold improvements made to the office space portion of the Leased Premises and all leasehold improvements not addressed in Section 12.A, above, shall, without compensation to Lessee, then automatically and without any act of Lessee or any third party becomes Lessor's property. Lessee shall surrender the improvements to Lessor in reasonably good condition and repair, ordinary wear and tear and casualty excepted , free and clear of all liens and encumbrances, other than those, if any, permitted under this Lease or otherwise created or constructed by Lessor. Lessee shall execute, acknowledge , and deliver to Lessor any instrument requested by Lessor as necessary in Lessor 's opinion to perfect Lessor 's right, title, and interest in the improvements. Lessee shall redeliver possession of said Leased Premises to Lessor in substantially the same condition that existed immediately prior to Lessee 's entry thereon, reasonable wear and tear, damage by the elements , earthquakes, acts of God, and any act of war excepted.
C. All improvements and fixtures made or attached to the Leased Premises shall be and become upon the termination of this Lease, or at the sooner termination of Lessee 's tenancy, the property of Lessor and shall not be removed by Lessee unless Lessee is directed to do so by Lessor; provided, however , if Lessee is not in default in the payment of rent or in the performance of its obligations under this Lease, it may remove from said premises, at its sole cost and expense , such personal property, including machinery and "trade fixtures," which are not an integral part of the Leased Premises , and which can be removed without damage to the Leased Premises , and provided the same may be removed prior to the expiration of this Lease or Salinas Municipal Airport Lease
November 15, 2006
any extension thereof. In no event will furniture, fixtures, and equipment or other personal property, be removed until all rental due Lessor has been paid in full. All machines, equipment, material, appliances, and fixtures now or hereafter installed or placed by Lessee on or in the Leased Premises or the improvements for the generation and distribution of air, water, heat, electricity, light, fuel, or refrigeration, or for ventilating or air-conditioning purposes, or for sanitary or drainage purposes, or for the exclusion of vermin, or insects, or for the removal of dust, refuse, or garbage and including all awnings, window shades, drapery rods and brackets, screens, floor coverings, incinerators, carpeting and all other fixtures used in the operation of the improvements, together with all additions to, substitutions for, changes in or replacements of, the whole or any or all of said articles of property, shall be deemed integral parts of the Leased Premises and the improvements for the purposes of this Lease.
13. Eminent Domain.
A. If at any time during the term hereof the Leased Premises or any part thereof are taken by public authority by the laws of eminent domain, then and in every case the leasehold estate and interest of Lessee in the Leased Premises, or any part thereof taken, shall forthwith cease and terminate, and all compensation awarded by reason of the taking of the Leased Premises and improvements, except those installed by Lessee, thereon shall be payable to and be the sole property of Lessor.
B. If only a portion of the Leased Premises is so taken by the powers of eminent domain, Lessee may elect to terminate this Lease giving one hundred twenty (120) days prior written notice of Lessee's intention to terminate.
C. If such public taking shall prevent Lessee's use and occupancy of the Leased Premises and improvements, then Lessee shall have the option to terminate this Lease, which option to terminate shall be conditioned upon Lessee's removing or restoring said Leased Premises, at the sole option of Lessor, and paying to Lessor any rent accruing hereunder to the date of termination, and all unpaid taxes and assessments then accruing upon the Leased Premises.
D. Any compensation which would otherwise be payable under this section to Lessee shall be paid directly to any encumbrancer of the leasehold interest, to the extent of such encumbrance.
14. Termination by Lessor. Notwithstanding Lessor's right to terminate this Lease as elsewhere provided herein, Lessor may terminate this Lease as follows:
A. In the event Lessor should require the Leased Premises in connection with the future expansion or operation of the Airport, Lessor may, upon six (6) months written notice, terminate this Lease, provided however, Lessor agrees to make all reasonable efforts to find a new location within the Airport acceptable to Lessee for the Leased Premises and the improvements.
B. Should Lessor alter its proposed plan of development of the Airport in a manner that would preclude Lessee from operating under the terms of this Lease and relocation of the Leased Salinas Municipal Airport Lease
November 15, 2006
Premises is not feasible, or should any other government agency assume control of the Airport or any portion thereof in a manner that would preclude Lessee from operating under the terms of this Lease, or should it occur that during the term of this Lease any governmental action, law or ordinance should come into effect, the terms of which so restrict the use to which the Leased Premises can be put that Lessee is unable to use the Leased Premises in the manner contemplated herein (and no other suitable location is available for relocation), Lessor will, upon written request from Lessee, terminate this Lease or extend the term of this Lease for the period of time Lessee's operation is so precluded, and no rent shall accrue during said period.
C. If this Lease is cancelled under the provisions of this Section, Lessor shall pay to Lessee the fair market value of Lessee's interest. The term "Lessee's interest" as used herein is expressly limited to and defined as the then-in-place, fair market value, not to exceed the original construction cost, of the improvements that are considered fixtures under the rules of fixtures (including buildings, foundations and paving) expounded in Section 1013 and 1019 of the Civil Code of California, plus the unreimbursed portion of the costs of the fuel facility improvements measures at the time of cancellation of this Lease.
15. Termination by Lessee. In the event Lessor ceases or substantially restricts the use of the Airport as an Airport for reasons beyond the control of Lessor, including without limitation war, civil unrest, acts of terrorism, and acts of God, and Lessee can no longer fully use the Leased Premises for the purposes contemplated in this Lease, Lessee may upon three (3) months written notice terminate this Lease. City shall have no liability for any damages to Lessee in the event of such change in Lessor's use of the Airport.
16. Reservations.
A. The Leased Premises are accepted "AS-IS" by Lessee subject to any and all existing easements and encumbrances. Lessor reserves the right to install, lay, construct, maintain, repair, and operate such sanitary sewers, drains, storm water sewers, pipelines, manholes, and connections; water, oil, and gas pipelines; telephone and electric power lines; and the appliances and appurtenances necessary or convenient in connection therewith, in, over, upon, through, across and along any and all portions of the Leased Premises. No right reserved by Lessor in this clause shall be so exercised as to interfere unreasonably with Lessee's operations hereunder or to impair the security or any secured creditor of Lessee.
B. Lessor agrees that rights granted to third parties by reason of this clause shall contain provisions that the surface of the Leased Premises shall be restored as nearly as practicable to its original condition upon the completion of any construction. Lessor further agrees that should the exercise of these rights temporarily interfere with the use of any and all of the Leased Premises by Lessee, the rental shall be reduced in proportion to the interference with Lessee's use of the Leased Premises.
C. 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.
Salinas Municipal Airport Lease
Nove~ber 15, 2006
D. 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.
E. 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.
F. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Lessee from erecting, or permitting to erect, any building or other structures on the Airport which, in the opinion of Lessor, would limit the usefulness of the Airport or constitute a hazard to aircraft.
G. Lessor reserves and excepts from this Lease all that portion of the real property herein leased which is super adjacent to a plane sixty (60) feet above and parallel to the existing ground surface of said real property (which portion is hereby referred to as "Super-adjacent Air Space").
H. Lessor further reserves and excepts from this Lease, and Lessee hereby grants to Lessor (insofar as the hereinafter described easements and rights in a:ny manner or to any extent that affect the Leased Premises, any improvements which may be made thereon, and Lessee's leasehold or other interest therein and Lessee's use, occupancy or enjoyment thereof):
i. An avigation easement over and laterally adjacent to the Leased Premises and any improvements which may be made thereon, including but not limited to the easement and right to fly, or cause or permit flying by any person of, any aircraft of any and all kinds now or hereafter known, in, through, across or about any portion of said super-adjacent air space and any air space laterally adjacent thereto; and
ii. The easement and right to cause or create, or permit to be caused or created, such n~ise, vibration, currents and other effects of air, illumination and fuel consumption which may arise or occur:
(a) from or during the use of said avigation easement and such flight as is described in subsection H. l, hereinabove, or
(b) from or during the use by such aircraft of any Salinas Municipal Airport facilities, including but not limited to the landing, storage, repair, maintenance, operation, warm-up, and take-off of such aircraft, upon, within or about said Airport, and the approach and departure of aircraft to or from such Airport.
The easements and rights herein reserved and excepted by Lessor, and the easements and rights herein granted by Lessee to Lessor, shall be deemed both in gross and also appurtenant to each and every portion of the real property of the Salinas Municipal Airport (save and except the Leased Premises herein described).
Salinas Municipal Airport Lease
November 15, 2006
17. Lease Subordinate to Agreements with the U.S.A. This Lease shall be subordinate to the provisions and requirements of any existing or future agreement between Lessor and the United States of America relative to the development , operation or maintenance of the Airport.
18. War or National Emergency. This Lease and all the provisions hereof shall be subject to whatever right the United States Government has affecting the control, operation, regulation, and taking over of said Airport or the exclusive and non-exclusive use of the Airport by the United States during the time of war or national emergency.
19. Use to Conform with Federal Aviation Regulations. Lessee agrees that Lessee's use of the Leased Premises , including initial construction , all future construction, modification or alteration thereon, shall comply with applicable Federal Aviation Regulations now in force or those that may hereafter be adopted by Federal authority.
20. Use to Conform to City of Salinas Regulations. Lessee agrees to comply at all times with all applicable provisions of the Salinas City Code including , but not limited to, Chapter 4 and Chapter 3 7 of said Code. Lessee further agrees to comply with all the rules and regulations established by the Salinas City Council, the Salinas Airport Commission , and the Salinas Airport Manager , for the use of the Leased Premises and all other portions of the Airport.
21. Non-Discrimination. Lessee, for itself, its personal representatives, successors in interest, and assigns, as part of the consideration hereof, does hereby covenant and agree to furnish all services on a fair, equal and non-discriminatory basis, to all users; and charge fair, reasonable , and not unjustly discriminatory prices for each unit or service, provided that Lessee may be allowed to make reasonable and non-discriminatory discounts, rebates , or other similar types of price reductions to volume purchasers .
22. Equal Opportunity Plan. Lessee assures that it will undertake an equal opportunity program as may be required by 14 CFR Part 152, Subpart E, to insure 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. Lessee assures that no person shall be excluded on those grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart . Lessee assures that it will require that its covered sub-organizations provide assurance to Lessee that they similarly will undertake equal opportunity programs and that they will require assurances from their sub-organizations, as may be required by 14 CFR Part 152, Subpart E, to the same effort.
23. Non-Exclusive Right. Nothing herein contained shall be construed to grant or authorize the granting of an exclusive right for the use of any landing areas or air navigation facility at the Airport.
23. Lessee Agreements.
A. Lessee agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations and Ordinance No. 1719 of the City of Salinas, dated November 21, 1977, in the event future construction of a building is planned for the Leased Salinas Municipal Airport Lease
November 15, 2006
Premises, or in the event of any planned modification or alteration of any present or future building or structure on the Leased Premises.
B. 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 Leased Premises to penetrate the transitional surfaces, as defined in the Federal Aviation Regulations and Ordinance No. 1719 of the City of Salinas. In the event the aforesaid covenants are breached, Lessor reserves the right to enter upon the Leased Premises and to remove the offending stnlcture or object and cut the offending tree, all of which shall be at the expense of the Lessee. •
C. 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 taking off of aircraft from the Salinas Municipal Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, Lessor reserves the right to enter upon the Leased Premises and cause the abatement of such interference at the expense of Lessee.
25. Use of Public Airport Facilities. Lessee is granted the non-exclusive use of all public Airport facilities, including, but not limited to, taxiways, runways, aprons, navigational aids, and facilities relating thereto, for purposes of landings, take-offs, and taxiing of Lessee's aircraft. All such use shall be in accordance with the laws of the United States of America, the State of California, and the rules and regulations promulgated by their authority with reference to aviation and air navigation, and in accordance with all reasonable and applicable rules, regulations, and ordinances of Lessor now in force or hereafter prescribed or promulgated by ordinance or by law.
26. Taxes and Assessments. Lessee shall pay all taxes (including possessory interest taxes) and assessments that may be levied upon the Leased Premises, any and all buildings and improvements and other property situated therein, and any interest of Lessee therein, for the full term of this Lease.
27. Insurance.
A. Lessee shall, throughout the duration of this Lease, maintain comprehensive general liability and property insurance covering all operations of the Lessee, its agents and employees, performed in connection with this Lease including but not limited to premises and automobile.
B. Lessee shall maintain the following limits:
General Liability
Combined Single Limit Per Occurrence ................................... $1 million General Aggregate ...... ... : ....... ........................................ ..... $2 million (The policy shall cover on an occurrence or an accident basis, and not on a claims made basis.)
Automobile Liability
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Combined Single Limit Per Occurrence ............ ...... ................ $1 million (The policy shall cover on an occurrence or an accident basis, and not on a claims made basis.)
Worker's Compensation .................... .... ...... .......... ....... .......... . Statutory Limits Fire Insurance
Fire Le gal Liability ... .................................................................... $100, 000 Fire insurance with extended coverage and debris cleanup provisions, in an amount equal to ninety percent (90%) of actual cash value of all improvements installed by Lessee in or on the Leased Premises.
C. All insurance companies with the exception of "Worker's Compensation" affording coverage to the Lessee shall be required to add the City of Salinas, its officers, and, agents as additional "insured" by endorsement under the insurance policy and shall stipulate that this insurance policy will operate as primary insurance for the work performed under this Lease and that no other insurance affected by the City or other named insured will be called upon to contribute to a loss covered thereunder. The policy shall contain no special limitations on the scope of protection afforded to City, its officers, employees or agents.
D. All insurance companies affording coverage to Lessee shall be insurance organizations authorized by the Insurance Commissioner to transact the business of insurance in the State of California.
E. Lessee shall provide thirty (30) days written notice to the City of Salinas should the policy be canceled or reduced in coverage before the expiration date. For the purpose of this notice requirement, any material change prior to expiration shall be considered cancellation.
F. Lessee shall provide evidence of compliance with the insurance requirements listed above by providing a certificate of insurance, in a form satisfactory to the City's Risk and Benefits Analyst, concurrently with the submittal of this Agreement. A statement on the insurance certificate which states that the insurance company "will endeavor" to notify the certificate holder, "but failure to mail such notice shall impose no obligation or liability of any kind upon the Lessee, its agents or representatives " does not satisfy the requirements of this subsection. The Lessee shall ensure that the authorized representative of the insurance company strikes the above quoted language from the certificate.
G. Lessee shall provide a substitute certificate of insurance no later than ten ( 10) days prior to the policy expiration date. Failure by the Lessee to provide such a substitution and extend the policy expiration date shall be considered default by Lessee. In the event Lessee is unable to provide a substitute certificate of insurance within the time prescribed in this subsection, Lessee shall provide written confirmation of renewal, in a form satisfactory to the City, to act as proof of insurance only until such time as a certificate of insurance has been received by the City.
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H. Maintenance of insurance by the Lessee as specified in this Agreement shall in no way be interpreted as relieving the Lessee of any responsibility whatever and the Lessee may carry, at its own expense, such additional insurance as it deems necessary.
I. In addition to requiring statutory Worker's Compensation insurance pursuant to this section, Lessee shall also require all contractors and subcontractors who perform work on the Leased Premises to maintain general liability insurance in an amount of no less than $1 million combined single limit per occurrence which complies with all the provisions of this section.
Lessee shall provide City with copies of such insurance certificates upon request.
28. Common Airport Areas. Lessee shall have the privilege of using, in common with others to whom such privileges may also be given by Lessor, such airplane runways as are provided in the Salinas Municipal Airport for the take-off and landing of airplanes. Lessee shall also be entitled, in common with others to whom such privileges may also be given by Lessor, to each such of the following services as may be provided by said Airport, to facilitate the take-off and landing of aircraft at and the flying of aircraft within and about said Airport, to wit: landing light, floodlights, signals and other such facilities. Such privileges, however, shall be subject to all rules and regulations now in effect or hereafter established by the City of Salinas governing or controlling such privileges, uses or operations, and shall be subject to the payment of all such fees or charges as the City of Salinas may now or hereafter impose for such privileges, uses, and operations.
29. Liens and Claims.
A. Lessee shall not suffer or permit to be enforced against Lessor's title to the Leased Premises, or any thereof, any lien, claim or demand arising from any work of construction, repair, restoration, maintenance or removal as herein provided, or otherwise arising ( except liens, claims or demands permitted by, sufferance by or arising from the actions of Lessor).
B. Lessee shall pay all such liens, claims, and demands before any action is brought to enforce the same against the Leased Premises, and Lessee agrees to hold Lessor and said land free and harmless from all liability for any and all such liens, claims or demands, together with all costs and expenses in connection therewith, except for liens permitted by Lessor.
C. Should Lessee fail or refuse to pay any lien, claim or demand arising out of the construction, repair, restoration, maintenance and use of the Leased Premises and the buildings and improvements thereon, or any other claim, charge or demand which Lessee has agreed to pay under the covenants ofthis Lease, Lessee or its authorized encumbrancers, if any, shall within thirty (30) days provide written notice from Lessor to Lessee or its said encumbrancer, pay and discharge the same or shall furnish to City, in a form satisfactory to City, sufficient security to hold Lessor and said land fee from all liability for such lien, claim or demand and all costs and expenses in connection therewith. Should Lessee or its said encumbrancer, within said thirty (30) day period, not pay or discharge said lien, claim or demand or not provide said security to Lessor, then Lessor may at its own option, either treat such failure or refusal as a breach of or default under this Lease, or may pay any such lien, claim or demand, or settle or discharge any action therefore or judgment thereon, and all costs, expenses and other sums Salinas Municipal Airport Lease
November 15, 2006
incurred or paid by Lessor in connection therewith shall be repaid to Lessor by Lessee upon written demand, together with interest thereon at the rate of ten percent (10%) per annum from the date of payment until repaid, and any default in such repayment shall constitute a breach of the covenants and conditions of this Lease.
30. Right to Assign or Transfer.
A. Lessee agrees not to encumber, assign or otherwise transfer this Lease, or any right or interest herein, without the prior written consent of Lessor, and no such encumbrance, assignment or transfer, whether voluntary or involuntary, by operation oflaw, under legal process or proceedings, or otherwise, shall be valid or effective without such prior written consent. The Lessor shall not unreasonably withhold its consent to the encumbrance, assignment or transfer of the Lease, or the Lessee's right or interest to any of the improvements. Upon the granting of consent of the transfer by Lessor, Lessor and Lessee shall enter into an "Assignment of Lease by Lessee" in a form to be mutually agreed upon by the parties.
B. If Lessee hereunder is a corporation or an unincorporated association or a partnership, the transfer, assignments or hypothecation of any stock or interest in said corporation, association or partnership, in the aggregate in excess of twenty-five percent (25%) shall be deemed an assignment within the meaning of this Lease. The following transfers are excepted from the provisions of this paragraph:
i. Transfer or assignment of stock or interest to a shareholder or member of the same corporation , association or partnership;
ii. Transfer or assignment of stock or interest to a spouse, child or grandchild of a shareholder or member;
iii. Transfer or assignment of stock to a lender pursuant to a lender who has obtained a permitted encumbrance of Lessee's interest in this Lease.
C. Should Lessee attempt to make or suffer to be made any such encumbrance , assignment or transfer , except as aforesaid, or should any right or interest of Lessee hereunder or in or to the improvements be transferred or sold by or under court order or legal process, or otherwise , then any of the foregoing events shall be deemed a breach of this Lease and thereupon Lessor may, at its option, terminate this Lease forthwith by written notice thereof to Lessee, or exercise other rights provided by law or in this Lease to be exercisable by Lessor in the event of any default or breach under this Lease. Should Lessor consent to any such encumbrance , assignment or transfer , such consent shall not constitute a waiver of any of the restrictions of this clause and the same shall apply to each and every encumbrance , assignment or transfer hereunder and shall be severally binding upon each and every encumbrancer , assignee, transferee , and other successor in interest of Lessee.
D. Lessor agrees that it will not unreasonabl y withhold its consent to any assignment or transfer requiring its prior approval hereunder , but Lessor may withhold such consent:
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i. If the proposed assignee shall not covenant in writing to keep, perfonn, and be bound by each and all of the covenants and conditions of this Lease herein provided to be kept .and perfonned by Lessee and to assume any previously accrued obligations hereunder. ii. If this Lease is in default at such time in any respect. iii. If the construction, or demolition of the improvements on the Leaseci Premises is in progress, or if said construction or demolition is complete. iv. Until a determination has been made by Lessor that assignee, transferee or other successor in interest of Lessee can pay rent and operate in accordance with the standards required by Lessor.
E. Any documents that purport to assign, transfer or encumber the Leased Premises or any part thereof, shall incorporate directly or by reference all provisions of this Lease unless otherwise amended in writing.
F. Lessee shall be permitted to sublet the portion of the Leased Premises only to third parties deemed acceptable by Lessor in writing. Failure to inform Lessor's Airport Manager of such subletting shall constitute a material breach of this Lease.
31. Default.
A. In the event Lessee shall default in the performance of any condition or covenant in this Lease (except the payment ofrent), Lessor may, at its option take such action as provided in paragraph C of this section, but only if Lessee fails to rectify said default within thirty (30) days after written notice thereof is served upon Lessee by Lessor. In the event, however, that the default is of such nature that tlie same cannot be rectified in such thirty (30) day period, then such default shall be deemed to be rectified if Lessee shall have commenced the compliance of the provisions hereof breached by it within said thirty (30) day period and shall with all diligence prosecute work or perfonn th~ particular provisions until the same shall have been fully rectified or performed.
B. In the event Lessee should fail to pay any installment of rent or pay any other sum due provided in this Lease to be paid by Lessee at the time or times herein specified, Lessor may, at its option, take such action as provided in paragraph C hereof, but only if said default is not rectified within ten (10) days after written notice thereof is served on Lessee by Lessor.
C. In the event Lessee shall fail to pay rent or any other sum provided in this Lease, or in the event of any other breach of this Lease by Lessee, then Lessor, in addition to and without prejudice to any other right or remedy of Lessor hereunder, shall have immediate right of re entry and may remove all persons and personal property from the Leased Premises, and such personal property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Lessee. Should Lessor elect to re-enter, as herein provided, or should Lessor take possession pursuant to legal proceedings or pursuant to any notice provided by law, Lessor may either terminate this Lease or may from time to time, without terminating this Lease, re let the Leased Premises, or any part thereof, for such tenn or terms ( extending, at Lessor's Salinas Municipal Airport Lease
November 15, 2006
option, beyond the term of this Lease) and at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion may deem advisable with the right to make alterations and repairs to the Leased Premises. Upon such reletting:
i. Lessee shall be immediately liable to pay to Lessor, in addition to any indebtedness other than rent hereunder , the cost and expenses of such reletting and of any such alterations and repair, incurred by Lessor, and the amount, if any, by which the rent reserved in this Lease for the period of such reletting (up to but not beyond the term of this Lease) exceed the amount agreed to be paid as rent for the Leased Premises for such period of reletting; or ii. At the option of Lessor, rents received by Lessor from such reletting shall be applied first, to the payment of any indebtedness hereunder of Lessee to Lessor, other than rent due; second, to the payment of any costs and expenses of such reletting and of any such alterations and repairs ; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be paid by Lessor and applied in payment of futur~t as the same may become due and payable hereunder.
iii. If Lessee has been credited with any rent to be received by such reletting under Option ( 1 ), and such rent shall not be promptly paid to Lessor by the new tenant, or if such rentals received from such reletting under Option (2) during any month be less than that to be paid during that month by Lessee hereunder, Lessee shall pay any such deficiency to Lessor.
Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Leased Premises by Lessor shall be construed as an election by Lessor to terminate this Lease unless a written notice of such intention be given to Lessee or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, Lessor may at any time thereafter elect to terminate this Lease for any breach, in addition to any other remedy available to Lessor hereunder , Lessor may recover from Lessee all damages which Lessor may incur by reason of such breach, including any cost of recovering the Leased Premises , and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this Lease for the remainder of stated term, all of which shall be immediately due and payable from Lessee to Lessor.
32. Indemnification and Hold Harmless. This Lease is made upon the express condition that Lessor, its officers and employees are to be free from liability and claim for damages by reason of any injury to any person or persons, including Lessee, or property of any kind whatsoever or to whomsoever belonging , including Lessee 's, from any cause or causes whatsoever while in or upon or in any way connected with the Leased Premises or Lessee 's use thereof, or from the failure of Lessee to keep the Leased Premises and all improvements and other property therein in good, safe and sanitary condition, or otherwise connected with Lessee 's use of the Leased Premises or of other parts of the Salinas Municipal Airport during the term of this Lease.. Lessee hereby covenants and agrees to defend, indemnify, and hold harmless Lessor, its officers, and employees from all liability, loss, cost, and obligations on account of or arising out of or resulting from any such injuries or losses however occurring except to the extent caused by the willful or negligent acts of Lessor, or of officer or employees of Lessor acting within the course and scope of their employment by Lessor.
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33. Abandonment, Etc.. Except as may herein in this Lease be otherwise expressly provided, Lessee shall not vacate or abandon the Leased Premises at any time during the term of this Lease; and if Lessee shall abandon, vacate or surrender said premises or be dispossessed by process of law or otherwise, any property belonging to Lessee and left on the Leased Premises shall be deemed, at the option of Lessor, to be abandoned.
34. Coordinates. Coordinates used in the description in this Lease are based upon the . "Horizontal Control Net California Plan Coordinates, Zone 4," for the City of Salinas, on file in the office of the City Engineer of the City of Salinas.
35. Bankruptcy, Etc .. Either (a) the appointment of a receiver to take possession of all or substantially all of the assets of Lessee, or (b) a general assignment by Lessee for the benefit of creditors, or ( c) any action taken or suffered by Lessee under any insolvency or bankruptcy act, shall constitute a breach of this Lease by Lessee. Notwithstanding the above provisions, the filing of any involuntary petition in bankruptcy against Lessee shall not constitute a breach of this Lease, unless and until there is an adjudication in such involuntary bankruptcy proceedings that Lessee is bankrupt, which adjudication shall constitute a breach of this Lease.
36. Litigation Involving Lease. In the event Lessor is made a party to any litigation concerning this Lease or the Leased Premises of any act or omission by Lessee, Lessee shall hold Lessor harmless from all loss or liability, including reasonable attorney's fees incurred by Lessor in such litigation. Further, Lessee shall at its own expense, upon written request by Lessor, defend any such suit or action brought against Lessor, its officers, agents, and employees. This section specifically includes any liability arising out of or in connection with separate agreements that Lessor may execute with third parties for services, volunteer or otherwise, relating to or in support of Airport activities. In case suit shall be brought to interpret or enforce this Lease, or because of the breach of any other covenant or provision herein contained, the prevailing party in such action shall be entitled to recover their reasonable attorneys' fees in addition to such costs as may be allowed by the court. Lessor's attorney fees, if awarded, shall be calculated at the market rate.
37. Holding Over. Any holding over after the expiration date of this Lease with the consent of Lessor shall be construed to be a tenancy from month to month at a monthly rental equal to one twelfth of the rental for the year immediately preceding the expiration of said term, and shall otherwise be on the terms and conditions herein in this Lease specified as far as applicable, except that there shall be no right to extend the term of this Lease.
38. Lessee's Assumption and Waiver. This Lease is made upon the express condition, and (in consideration of Lessor's leasing the Leased Premises as herein provided) Lessee covenants that Lessee hereby voluntarily assumes all risk of loss, damage or injury to the person or property of Lessee (including the leasehold interest of Lessee herein) and of its agents oi'einployees, and of any other person in or about the Leased Premises, which during the term of this Lease may be caused by or arise or occur in any manner from:
A. Fiight of any aircraft of any and all kinds now or hereafter known in, through, across, around or about any portion of the airspace over the Leased Premises; or Salinas Municipal Airport Lease
November 15, 2006
B. Noise, vibration, currents and other effects of air, illumination and fuel consumption, or fear thereof, arising or occurring from or during such flight, or from or during the use by such aircraft of Salinas Municipal Airport facilities, including but not limited to landing, storage, repair, maintenance, operation, warm-up and take-off of such aircraft, and the approach and departure of aircraft to or from said Airport.
Lessee hereby waives and releases Lessor, its officers, employees, agents, and contractors, from any and all claims or causes of action which it may now or hereafter have against Lessor, its officers, employees, agents or contractors, for any loss, damage or injury as outlined in subsections A and B of this paragraph.
39. Construction of Lease. Whenever the singular number is used in this Lease and when required by the context, the same shall include the plural and the masculine gender shall include the feminine and neuter genders. If there be more than one Lessee designated in or signatory to this Lease, the obligations hereunder imposed upon Lessee shall be joint and several; and the term "Lessee" as used herein shall refer to each and every of said signatory parties severally as well as jointly . Each term and provision of this Lease performable by Lessee shall be construed to be both a covenant and a condition. This instrument contains all of the agreements and conditions entered into and made by and between the parties hereto and may not be modified orally or in any manner other than by an agreement in writing signed by all parties hereto or their respective successors in interest.
40. Time. Time is of the essence of each term and provision of this Lease.
41. Material Breach. Each and every material term, condition, covenant, and provision of this Lease is and shall be deemed to be a material part of the consideration for Lessee 's entry into this Lease, and any breach hereof by Lessee shall be deemed to be a material breach.
42. Notices. Except as is otherwise herein provided, all notices, statements, demands, requests , consents, approvals , authorizations, offers, agreements, appointments or designations hereunder by either party shall be in writing and shall be sufficiently given and served upon the other party if sent by mail, postage prepaid and addressed as follows:
If to Lessor, the same shall be addressed to:
Airport Manager
Salinas Municipal Airport
30 Mortensen Avenue
Salinas, California 93905
or to such other place as Lessor may by such similar notice in writing designate.
If to Lessee, the same shall be addressed to:
Salinas Municipal Airport Lease
November 15, 2006
Central Coast Aviation Services, Inc.
50 Mortensen A venue
Salinas, California 93905
or to such other place as Lessee may by such similar notice in writing designate.
A. The execution of any such notices by the Deputy City Manager/City Engineer of the City shall be effective as to Consultant as if it were by resolution or order of the City Council, and Consultant shall not question the authority of the Deputy City Manager/City Engineer to execute any such notice. •
B. All such notices shall either be delivered personally to the other party's designee named above, or shall be deposited in the United States Mail, properly addressed as aforesaid, postage fully prepaid, and shall be effective the day following such deposit in the mail.
43. Heirs, Successors, and Assigns. All of the covenants, agreements, conditions, and undertakings herein contained shall, subject to the provisions as to assignments, apply to and bind the representatives, heirs, executors, administrators, successors and/or assigns of all the parties hereto; and all the parties shall be jointly and severally liable hereunder.
44. Headings. The various headings and numbers herein and the grouping of the provisions of this Lease into separate sections and paragraphs are for the purpose of convenience only and shall not be considered part hereof.
45. Severability. If any terms, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
46. Hazardous Substances.
A. Pursuant to Health and Safety Code section 25359.7, Lessee shall notify Lessor in writing within a reasonable time after it becomes aware of any material release of hazardous substances and of any hazardous substances that have come to be located beneath the Salinas Municipal Airport.
B. Prior to the expiration of this Lease, Lessee shall at its sole cost and expense, remove all items of personal property, including but not limited to, all flammable substances and hazardous materials and wastes which state and federal law in effect at the expiration of this Lease requires such removal or remediation.
C. Lessee shall make available for inspection to the Lessor, all records relating to the maintenance, release, mitigation, cleanup, and disposal of any hazardous substances on the Leased Premises.
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D. Lessee shall comply with all federal, state, and local laws and regulations relating to hazardous materials and wastes, and shall timely comply with the orders of any governmental agencies relating to them.
E. Lessor may reasonably enter upon and inspect the Leased Premises at any time.
Lessee shall be responsible for meeting current storm water pollution prevention Best Management Practices (BMPs), as identified by Lessor in Lessor's Storm Water Pollution Prevention Plan (SWPPP) as amended. As of the commencement date of this Lease, these BMPs are:
1. a labeled and stocked spill kit must be on site;
11. personnel must undergo routine spill response training; 111. keep all maintenance activities covered by wet weather; 1v. use of drip pans;
v. off-site removal of pollutants;
v1. use of dry cleanup methods;
v11. use of spill and overflow protection; and
v111. proper storage and labeling of materials.
Lessee understands and acknowledges that failure to meet the BMPs listed above may result in Lessee no longer being included by Lessor in Lessor's participation in the general permit of the California State Water Resources Control Board concerning storm water discharges. 4 7. Multiple Copies of Lease. Multiple copies of this Lease may be executed, but the parties agree that the Lease on file in the office of the City's City Clerk is the version of the Lease that shall take precedence should any difference exist among counterparts of the document.
48. Jurisdiction. This Lease shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Lease shall be in the State of California, in the County of Monterey .
49. Exhibits Incorporated. All exhibits referred to in this Lease and attached to it are hereby incorporated in it by this reference. In the event there is· a conflict between any of the terms of this Lease and any of the terms of any exhibit to the Lease, the terms of the Lease shall control the respective duties and liabilities of the parties.
50. Integration and Agreement. Except as otherwise specifically provided herein, this Lease represents the entire understanding of City and Consultant as to those matters contained herein.
No prior oral or written understanding shall be of any force or effect with respect to those matters contained herein. No prior oral or written understanding shall be of any force and effect with respect to those matters covered in it. This Lease may not be modified or altered except by amendment in writing signed by both parties.
51. Compliance with Laws, Rules, and Regulations. Services performed by Consultant pursuant to this Lease shall be performed in accordance and full compliance with all applicable federal, state, and City laws and any rules or regulations promulgated thereunder.
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IN WITNESS WHEREOF, the undersigned as authorized representatives of the CITY OF SALINAS and CENTRAL COAST AVIATION SERVICES, INC., have executed this Lease.
RECOMMENDED FOR APPROVAL
APPROVED AS TO FORM
Vaness~. Vallarta, City Attorney
By
Christopher A. Callihan, Deputy City Attorney
ATTEST
Ann Camel, City Clerk
CENTRAL COAST AVIATION SERVICES, INC.
Gary v'"incenz, President
Salinas Municipal Airport Lease
November 15, 2006
Date
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Salinas Municipal Airport Lease
November 15, 2006
Exhibit A
Central Coast Fuel Lease
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Salinas Municipal Airport Lease
November 15, 2006
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Central Coast Office Lease
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RESOLUTION NO. 1 91 2 3 (N.C.S.) - ~~~~---
RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO A LEASE
AGREEMENT WITH CENTRAL COAST AVIATION SERVICES, INC. AND
FURTHER AUTHORIZING THE SATISFACTION OF A SECURITY INTEREST IN
THE FUEL FACILITY
WHEREAS, the City and Central Coast Aviation Services, Inc. ("Central Coast") have entered into separate leases for the use and occupancy of an aircraft ramp and office space located inside the Main Terminal Building at the Salinas Municipal Airport (the "Leases"); and WHEREAS, pursuant to the Leases Central Coast has constructed and installed a fuel facility on the aircraft ramp, the costs of which are reimbursed by the City from the Airport Fund through credits for rent payments and for fuel flowage fees; and WHEREAS , Tanimura & Antle Finance Company, a division ofTanimura & Antle Partnership loaned Central Coast $250,000 to enable it to construct and install the fuel facility, which loan is secured by a Consent Agreement entered into among the City, Tanimura & Antle, and Central Coast; and
WHEREAS, the Leases with Central Coast require the City and Central Coast to enter into a Memorandum that establishes the value of the fuel facility and the terms under which reimbursement will be made to Central Coast; and
WHEREAS, a Memorandum has been prepared and Staff have determined it is in the best interests of the City, the Airport, and Central Coast for the to satisfy the outstanding loan balance due Tanimura & Antle from Central Coast to clear the City's title to the fuel facility; and WHEREAS , City staff have also determined, in agreement with Central Coast, it is in the best interests of the City, the Airport, and Central Coast to combine both Leases into a single Lease Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF SALINAS that the Mayor is authorized , for and on behalf of the City of Salinas, and as its act and deed, to enter into a Salinas Municipal Airport Lease with Central Coast Aviation Services, Inc, for the use and occupancy of a portion of the aircraft ramp and for the use and occupancy of office space located within the Main Terminal Building at the Salinas Municipal Airport; and BE IT FURTHER RESOLVED that the Deputy City Manager or his designee and the Finance Director are authorized to take any action necessary make payment from the Airport Fund to Tanimura & Antle Finance Company in the total amount of $99,377 to satisfy the outstanding loan balance due and owing to Tanimura & Antle from Central Coast and to enter into any agreements and to take such further action as may be necessary to effectuate a release of Tanimura & Antle' s security interest in the fuel facility.
PASSED AND ADOPTED this lih day of December 2006 by the following vote:
AYES: Councilmembers Barnes, Barrera, Lutes, Villegas and Mayor ~onohue
NOES: None
ABSENT : Councilmembers De La Rosa and Sanchez
ATTEST:
Ann Camel, City Clerk
THOMAS MATHEW
817-946-4720 | 7401 Windswept Trail, Colleyville, TX 76034 | [email protected]
SENIOR-LEVEL EXECUTIVE
An executive leader in the aviation industry offers expertise in managing profitable operations, achieving revenue growth through organic and M&A activity, and providing quality services to clients in the US and internationally.
Excels in managing multicultural teams and developing employees to reach peak performance and customer service.
CORE STRENGTHS
Operational Leadership – Workforce Management – Budgeting/P&L – Client Relations – Training & Development Account Management – Contract Negotiations – Cost Controls – Facility Management – Foreign Trade/Operations Product Development – Sales & Marketing – Project Management – Purchasing – Public Relations – Startup
SUMMARY OF QUALIFICATIONS
Presided over four commercial operations, both private and publically-funded; directed operations of startup and existing companies, negotiating multimillion-dollar business deals, contracts, and acquisitions.
Managed aviation and real estate operations that provided services in the US and internationally; oversaw acquisition activity in the US and expansion/market entry projects in Asia.
Flown all Cessna and Piper single and multi-engine aircraft; experienced with King Air A90, B100, and B200, Citation I/II, Lear 23, 24, 25, and 35, Jet Commander AC 1121, Westwind I/II, HS-125, and Gulfstream II.
Logged more than 6,500 hours total flying time with 4,000 hours in PIC, 3,500 hours in JET, 1,000 hours in CE- 500, and 800 hours in HS-125; served as a ground and flight instructor for commercial pilots.
PROFESSIONAL OVERVIEW
President MATHEW AVIATION SERVICES: 1984-Present
Directs operations for aircraft management, air transportation, and pilot services. Provides consulting on aircraft sales and all aspects of aviation services and training. Completes aviation assignments in the US and internationally. Served as a consultant on numerous aviation-related acquisitions for hedge funds/investors.
India Market Development Director AVFUEL CORP.: 2010-2011 Evaluated and coordinated the RFP process for various FBO’s in India. Coordinated the successful joint venture between BSSPL, STAR, and Avfuel.
President & CEO AVSTAR, INC.: 2008-2009
Handled due diligence and project financing for local and overseas aviation acquisitions. Coordinated efforts to raise $50M from various financial and private entities. Managed 25 direct reports.
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THOMAS MATHEW 817-946-4720 | [email protected] | Page 2
Professional Overview continued…
President & CEO STERLING EQUITY HOLDINGS, INC.: 2004-2007 Managed operations for a $25M publically traded company operating in commercial real estate. Directed efforts for a $2B crude and refined products pipeline project in Malaysia to be completed; project also included opening two refineries and a chemical complex. Coordinated negotiations with various oil companies in the Middle East for long-term supply of feed stock for pipeline and refineries; led efforts to fund the project with debt and equity partners for international sources.
President FORT WORTH JET CENTER/AUSTIN AERO & TUCSON JET CENTER: 1994-2003 Directed all aspects of the fixed-base operations, including customer service, fuel pricing, marketing, client development, employee relations, cash flow forecasting, and annual budget management. Oversaw purchasing and divesting of multimillion-dollar aircraft. Completed acquisitions of fixed-base operations in Casper, Wyoming and Greeley, Colorado. Managed 100+ center employees in four states.
* Prior: Contract Pilot for Eagle Air Enterprises and American Jet, Chief Pilot for Pasadena Energy, Chief Flight Instructor for Fort Worth Piper, and Flight & Ground Instructor for Aviation Ground School at Meacham Field, Fort Worth, Texas.
EDUCATION & TRAINING
BS Program, Physics, Chemistry, & Mathematics – MAR IVANIOUS COLLEGE, KERALA, INDIA
Indian Schools Certificate Examination (Equivalent to Senior Cambridge Examination UK)
Completed all Commercial Flight Training Course & Type Ratings in the US
Holds an Airline Transport Pilot’s License: Airplane Multi-Engine Land & Sea, CE-500, HS-125, & G-1159
Airplane Single Engine Land Holder of all Flight & Ground Instructor Ratings: IGI, AGI, CFI, CFII, & MEL