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HomeMy WebLinkAboutReso 91-259 - Approve Subtenancy agreement between COR, Sierra Pacific Industries, and Bill Woods, & Sublease between Sierra Pacific and Bill Woods at Redding Municipal Airport RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE SUBTENANCY AGREEMENT BETWEEN THE CITY OF REDDING, SIERRA PACIFIC INDUSTRIES AND BILL WOODS; AND THE SUBLEASE AGREEMENT BETWEEN SIERRA PACIFIC INDUSTRIES AND BILL WOODS; AT REDDING MUNICIPAL AIRPORT AND AUTHORIZING THE MAYOR TO SIGN THE SUBTENANCY AGREEMENT. WHEREAS, Sierra Pacific Industries, a corporation, wishes to sublease a portion of its hangar facility at the Redding Municipal Airport to Bill Woods; and WHEREAS, the sublease is in accordance with the Ground Lease as entered into on November 25, 1986, between the City of Redding and Sierra Pacific Industries; NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Redding as follows: 1 . That the City of Redding hereby consents to Sierra Pacific Industries subletting a portion of their hangar facility to Bill Woods, upon the terms and conditions set forth in the documentation attached hereto and incorporated herein (hereinafter collectively referred to as "Documents" ) , for a period of time not to exceed the term specified in said Documents; PROVIDED, however, that the consent by the City of Redding to said subletting shall in no way release Sierra Pacific Industries from its liability under said Documents and its contractual obligations with the City of Redding, and the City of Redding shall have all rights against Sierra Pacific Industries and Bill Woods in the event of a default under said Documents as the City would have had in the event it had not consented to the sublease between Sierra Pacific Industries and Bill Woods. 2. That the Mayor of the City of Redding, on behalf of the City of Redding, is hereby authorized and directed to sign the p1 N L4 • Subtenancy Agreement between the City of Redding (Lessor) , Sierra Pacific Industries (Lessee) and Bill Woods (Sublessee) , a copy of which is attached hereto as part of the Documents; and the City Clerk is hereby authorized and directed to attest the signature of the Mayor and to impress the official seal of the City of Redding. 3 . That the City of Redding hereby approves the Sublease Agreement between Sierra Pacific Industries and Bill Woods, a copy of which is attached hereto as part of the Documents, finding that it satisfies the terms and conditions of the Ground Lease between the City of Redding and Sierra Pacific Industries. I HEREBY CERTIFY that the foregoing Resolution was intro- duced and read at a regular meeting of the City Council of the City of Redding on the 2nd day of July , 1991, and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: Arness, Buffum, Fulton, Moss & Dahl NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: None i MIKE DAHL, Mayor City of Redding ATTEST: FORM APPROVED: ETHEL A. NICHOLS, City Clerk RA14DALL A. HAYS, Ci/y Attorney l -2- ,I I SUBTENANCY AGREEMENT THIS AGREEMENT, made this day of 1991, by and between City of Redding, corporation, first party, herein called "Lessor, " SIERRA PACIFIC INDUSTRIES, a corporation second party, herein called "Lessee, " and i BILL WOODS, an individual third party, herein called "Sublessee. " RECITALS: Lessor, by lease dated the 25th day of November 1986, leased to Lessee certain premises of Lessor, on the Redding Municipal Airport ,County of Shasta , State of California Said lease is now in full force and effect and by this reference made a part of this agreement. Said lease provides that Lessee shall not underlease or sublet said premises, or any part thereof, or assign said lease or any interest therein, without the written consent of Lessor. Lessee and Sublessee desire that Lessor consent to a sublease of the whole of said premises, or the portion thereof indicated on the attached print. I I AGREEMENT: 1. Lessor hereby consents to said sublease, provided that Sublessee shall be bound by each and every covenant and condition contained in said lease. j 2 . Sublessee shall perform all the covenants and conditions contained in said lease to be performed. by Lessee (except, however, the payment of rental to be made by Lessee to Lessor) , and hereby agrees to be and is bound by each and every covenant and condition contained in said lease. I i In the event the sublease covers only a portion of said premises, the obligation of the Sublessee to perform the covenants and conditions in said lease shall apply only to the portion of the said premises occupied by Sublessee. 3 . Neither the subleasing of said premises nor anything contained in this agreement shall release Lessee from its obligation to perform and be bound by all of the covenants and conditions contained in said lease. IN WITNESS WHEREOF, the parties hereto have executed this agreement in triplicate the day and year first herein written. j LESSOR By (Title) LESSEE By /Zi 'ej i (Title) ✓1C e P�eSi�ehf - /`inti,,,c� 4 SUBLESSEE By i (Title) fi i 1 SUBLEASE THIS AGREEMENT, made this Z-f day of e , 19_L by and between SIERRA PACIFIC INDUSTRIES, a corporation of the State of California, hereinafter called "Lessee" and BILL WOODS, hereinafter called "Sublessee"; WITNESSETH: 1. Sublessee Subject to the provisions hereof, Lessee hereby grants to Sublessee the right to maintain and use a portion of its aircraft storage building, herein after referred to as a "facility" upon the leased property of lessee, herein referred to a "premises", in the County of Shasta, State of California, described as follows: That property shown on Exhibit "A" attached hereto and made a part hereof. Sublessee use will be limited to those set forth in paragraph 2, of the "Ground Lease" also attached hereto and made a part hereof. 2 . Term The term of this Agreement is month to month; provided, however, that Lessee may terminate this agreement at any time by giving Sublessee 15 days notice. This agreement may continue from month to month subject to the consent of the parties hereto and the acceptance by Lessee of the advance rental payment for each successive monthly term. 3 . Rent Sublessee agrees to pay to Lessee as rent, at Sierra Pacific Industries, P.O. Box 496014, Redding, California 96049-6014 the sum of l $ per month, in advance, at the commencement of each month j this agreement is in effect. ! 4 . Purpose } Sublessee shall neither use nor permit any use of the premises for any purpose other than that set forth in Section 1 hereof. This agreement is subject to all the terms and conditions as set forth in the "Ground Lease" attached hereto and made a part hereof. Sublessee accepts the premises (including, without limitation, Lessee-owned improvements) , in their present condition. Sublessee shall not do or suffer to be done in or upon said premises any act or thing which is or may be a nuisance. Sublessee shall not use or permit others to use the premises for any unlawful purposes. f i 1 0 5. Indemnification (A) General Sublessee agrees to release, indemnify, hold harmless and defend Lessee from and against all liability, cost and expense (including, without limitation, attorneys ' fees in addition to costs of suit and judgment) for loss of or damage to any property or loss of the use thereof or for injury to or death of any person when arising or resulting from: (a) The use of the premises or the facility or improvements by Sublessee, its agents, employees, or invitee or (b) Sublessee's breach of any provisions .of this license. (B) Environmental Impairment Sublessee shall, at its expense, comply with all applicable j laws, regulations, rules and orders, regardless of when they become or became effective, including without limitation those relating to ! health, safety, noise, environmental protection, . waste disposal, and water and air quality, and furnish satisfactory evidence of such compliance to Lessee upon request. Should any discharge, leakage, spillage, emission, or pollution of any type occur upon or from the premises, Sublessee at its expense, shall be obligated to clean the premises to the satisfaction of Lessee and any governmental body having jurisdiction thereover. Sublessee agrees to indemnify, hold harmless and defend Lessee against all liability, cost and expense (including without limitation attorneys' fees) incurred by Lessee as a result of leagage, spillage, emission or pollution due to Sublessee's use and occupancy. (C) Insurance i Sublessee shall maintain insurance as required by the Insurance Clause contained in the Ground Lease attached hereto, including adding Lessee as an additional insured. 6. Termination or Expiration (A) General Termination or expiration of the Sublease shall not release either party from liability resulting from an event which occurred prior to such termination or expiration. If Lessee terminates this Sublease for a reason other than sublessee's default, Lessee shall, upon request, refund rent which has been paid and which is allocable to the period after termination (if more than $25) . (B) Surrender of Premises Upon termination of the Sublease, Sublessee shall discontinue the use of the facility and, within fifteen (15) days, remove all ' personal property of Sublessee from the premises of Lessee. i 7 . Default Sublessee shall be in default under this Sublease if Sublessee fails or refuses to pay rent or any other amount when due or if Sublessee fails or refuses to perform any other covenant or condition. If Sublessee fails to cure a default within fifteen (15) days after notice from Lessee to do so, Lessee shall have the right, without further notice and in addition to any other remedies Lessee may have at law or equity, to terminate this Sublease forthwith and to retake possession of the premises. 8 . Nonwaiver Lessee's failure to enforce or exercise its rights under any term, condition or covenant of this Sublease shall not be construed as a waiver of such rights or such terms, covenant or condition. Acceptance of rent shall not be deemed a waiver of Sublessee's rights to terminate this Sublease as provided herein, regardless of when accepted. i j 9. Attorneys' Fees I i If either party takes any steps or brings an action to compel performance of or to recover for breach of any terms of this Sublease, the losing party shall pay reasonable attorneys' fees of the prevailing party in addition to the amount of judgement costs. 10. No Assignment of Sublease This Sublease is personal to Sublessee. Sublessee shall not assign this Sublease in whole or in part. 11. Notices Any demands, notices or statements herein requested or required to be given by one party to the other shall be in writing. Delivery r 0 i ` of such written notice, demand or statement to Lessee shall be conclusively taken as sufficient if and when delivered in person or deposited in the United States mail, registered or certified, postage fully prepaid, addressed, if to Lessee, at Sierra Pacific Industries, P.O. Box 496014, Redding, California 96049-6014, and, if to Sublessee, at Either party hereto may by written notice change the address to which such demands, notices or statements may be sent. All payments from Sublessee to Lessee shall be made to Lessee at Lessee's address for making payments. Lessee may change by written notice the address where payments to Lessee shall be made. 12 . Time is of the essence of the Sublease. 13 . Entire Agreement The contents of this Sublease are the entire agreement between the parties, and supersede all written or oral communication between the parties prior to its execution. The Sublease shall not be modified except by the written agreement of the parties. IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate as of the day and year first herein written. a SIERRA PACIFIC INDUSTRIES By i By i i i �✓8`1 14'e74:;," W f000.00 22 Z 27 N.�1•s�'I I" E. 50 00' T ld N S 1 00'0b'410 E., 4o.oo' K'�MD N N.ro'o6'em"w. SUB.. Z3000' S SITE J70.oo' St' 1 t"W. Sa.cam' �I1 �� �� `7 G�'O8'�•`i"�� ZO.00' P. o. 1 MQ 0 � 71?j.b7' - W LU Q . t X uj • o i � _. N.8�•ST����. 112'1.x' . ....._ "oLv",o,i rz�bF�T-�NT�,ar•ic.� �.v i GROUND LEASE This lease is made and executed on ' 1986 , between the CITY OF REDDING, a municipal corporation and general law city, herein referred to as lessor, and SIERRA PACIFIC INDUSTRIES , a corporation organized and existing under the laws of the State of California, having its principal office at 3735 E1 Cajon Avenue, Central Valley, California, herein referred to as lessee. RECITALS A. Lessor owns property consisting of about 16 , 480 square feet at Redding Municipal Airport, in Shasta County, California, more particularly described in Exhibit A, attached hereto and made a part hereof . Such property is hereinafter referred to as "the property. " B. The property is currently unimproved land, zoned U-unclassified by the City� of Redding. C. Lessee desires to lease the property for the purpose of conducting aircraft storage, maintenance, refueling, and related activities in a metal building of about 8 , 000 square feet and on adjacent areas designed for automobile and aircraft parking to be erected on the property by lessee. D. Lessor desires to lease the property in an unimproved condition: For the reasons above stated, and in consideration of the covenants contained herein, the parties agree as follows : i 1. LEASE OF PROPERTY; TERM Lessor grants the property as lessor, and lessee I leases and takes the property as lessee, for a term of thirty i ( 30 ) years . Such term shall commence on the date hereof, or if such date is not the first day of a month, the Commencement Date i shall be the first day of the following month, with rental paid pro rata for the intervening period, and shall expire at midnight on the last day of the preceding month thirty ( 30 ) years there- after. 2. PURPOSE The property shall be used by lessee for the purpose of storing, maintaining, and refueling lessee-owned or operated aircraft only, and for such other related lawful activities as may from time to time be required to permit lessee ' s full use and enjoyment of the property; provided, however, that lessee shall not operate a business offering goods or services to the general public. Lessee shall also have the right of access to and use of facilities at the airport designed for common use, such as landing areas, aprons, taxiways , landing lights , beacons, signals, and other common use . facilities available at said airport for the convenience, accommodation, operation, landing G and take-off of aircraft, including safe ingress and egress for helicopter use of the designated landing area on the property. The rights herein extended to lessee shall include the right to land, take-off , tow, load and unload persons and personal ' property from aircraft. 3 . RENT Subject to adjustment as provided below, monthly rent for the lease term shall be Two Hundred Thirty Dollars and No/100s ( $230 . 00 ) , which lessee shall pay to lessor, at such place as may be designated from time to time by lessor, annually in advance, due on the Commencement Date and every twelve months thereafter until the expiration of this lease. ( Said twelve- month period shall be known as a "Rental Year, " hereinafter. ) In the event the monthly rental is to be adjusted pursuant to either subparagraph ( a) or (b) , below, during any given Rental Year, lessee shall pay the monthly rental in advance at the rate in effect upon the anniversary of the Commencement Date, and then, within thirty ( 30 ) days after the effective date of the rental adjustment, either lessee shall pay the additional rental or lessor will refund the overage, as the case may be. The rent to be paid by. lessee hereunder shall be subject to adjustment as follows: a. CPI Adjustment. The monthly rental shall be adjusted effective the thirty-first ( 31st) month of the term and on the one hundred-twentieth ( 120th) month of the term and every sixty ( 60 ) months thereafter to reflect movement in the purchasing power of the dollar as measured by the Consumer Price Index, U.S. City Average, All Items , All Urban Consumers, as such is published by the Bureau of Labor Statistics of the United States Department of Labor, with a level of 100 for the base year of 1967 ( "CPI" herein) . The calculation shall be made by multiplying the monthly rental paid for the month preceding the CPI adjustment by the CPI level for that same month, and dividing the product thereof by the CPI level for the month which was thirty ( 30 ) months prior thereto. For example, assuming the thirtieth month of the term is November 1989 , multiply ( $100 ) x (November 1989 CPI ) and divide by (May 1987 CPI ) . The result of is this calculation shall be the new adjusted rental. 2 i i b. Fair Market Rental Adjustment. Commencing the ninetieth ( 90th) month of the term, and every sixty ( 60 ) months thereafter, the monthly rental shall be adjusted to reflect an annual return to lessor of seven percent ( 7% ) of the then market value of the property, as if the property were unimproved but subject to the use restrictions set forth in paragraph 2 above. Lessor and lessee shall execute a written agreement setting forth the new rental amount at least thirty ( 30) days prior to the end of the rental period then in effect, and the monthly rent to be paid by lessee to lessor under this lease agreement shall be adjusted accordingly. 4. WARRANTIES OF TITLE AND QUIET POSSESSION Lessor covenants that lessor is seized of the property in fee simple and has full right to make this lease, and that lessee shall have and hold quiet and peaceable possession of the property during the term hereof, without hindrance, objection, or molestation. 5 . DELIVERY OF POSSESSION Subject to lessor' s plan approval as provided in paragraph 12, below, lessor shall permit lessee and lessee' s agents and contractors entry upon the property as soon as possible after the execution hereof for the purpose of construc- ting the improvements contemplated herein. Lessee may enter upon such areas of lessor' s surrounding property as may be reasonably required to permit such construction, provided that such sur- rounding areas are returned to substantially the same condition they were in prior to lessee' s entry thereupon. In the event lessee shall require easements across lessor' s property for ingress , egress or for the delivery of utilities , including but not limited to water,. sewer, gas, electricity, telephone and storm drain, lessor shall execute all such documents .as may be reasonably required to permit or facilitate same. 6 . RULES AND REGULATIONS Lessee agrees to observe and obey all rules and regulations legally promulgated and enforced by lessor and any other authority having jurisdiction over the Redding Municipal Airport during the term of this lease. Lessor covenants that the rules and regulations so promulgated will apply to and will be enforced uniformly by lessor as to all lessees of said airport. 3 I 7 . WASTE, NUISANCE, AND UNLAWFUL USE PROHIBITED During the term of this lease, lessee shall comply j with all applicable laws affecting the property, the breach of which might result in any penalty on lessor or forfeiture of lessor' s title, including but not limited to the United States restrictions set forth in Exhibit B hereto. Lessee shall not commit or allow to be committed any waste on the property, nor maintain or allow to be maintained any nuisance thereon. No building, structure, or improvement of any kind shall be erected, placed upon, operated or maintained on the leased area, nor shall any business or operation be conducted or carried on therein or thereon in violation of any ordinance, law, statute, bylaw, order, or rule of the governmental agency having jurisdiction thereover. 8 . COMPLIANCE WITH LAW I Lessee covenants and agrees to comply with all safety statutes, laws, ordinances , regulations , orders, judgments, decrees, directions, and requirements of lessor and of all federal, state, county, and city authorities now in force or which may hereafter be in force applicable to said leased property; provided, however, that should lessee, in lessee' s sole and absolute discretion determine that compliance with any such statute, law, ordinance, regulation, order, judgment, decree, direction, or requirement may require lessee ' s expendi- ture of money or may otherwise adversely affect lessee ' s use and enjoyment of the property, lessee may terminate this lease without further liability, upon thirty ( 30 ) days ' prior written notice to lessor. The final judgment of any court of competent jurisdiction or the unqualified admission of lessee in any action or proceeding against lessee, whether lessor be a party thereto or not, that lessee has knowingly, wantonly, or recklessly violated any such safety ordinance or statute in the use of the property so as to pose a real and immediate threat of serious bodily injury or significant property damage shall be conclusive of the fact as between lessor and lessee and shall subject this lease to termination at the option of lessor upon one hundred eighty ( 180 ) days ' prior written notice to lessee. 9 . LESSOR' S RIGHT OF ENTRY Lessee shall permit lessor and the agents and employees of lessor to enter into and upon the property at all reasonable times for the purpose of inspecting the same, or for the purpose of posting notices of non-responsibility for alterations, additions, or repairs, without any rebate of rent and without 4 I ' is ---------_.__------_- - .---_-__- any liability to lessee for any loss of occupation or quiet enjoyment of the property thereby occasioned. 10 . ENCUMBRANCE OF LESSEE' S LEASEHOLD INTEREST Lessee may encumber by mortgage or deed of trust, or other property instrument, its leasehold interest and estate in the property, together with all buildings and improvements placed ! by lessee thereon, as security for any indebtedness of lessee. The execution of any such mortgage, or deed of trust, or other instrument, or the foreclosure thereof , and any sale thereunder, either by judicial proceedings or by virtue of any power reserved in such mortgage or deed of trust, or conveyance by lessee to the holder of such indebtedness, or the exercising of any right, power, or privilege reserved in any mortgage or deed of trust, shall not be held as a violation of any of the terms or con- ditions hereof, or as an assumption by the holder of such indebtedness personally of the obligations hereof. No such encumbrance, foreclosure, conveyance, or exercise of right shall relieve lessee from its liability hereunder. If lessee shall so : encumber its leasehold interest and estate, and if lessee or the holder of the indebtedness secured by such encumbrance shall give notice to lessor of the existence thereof and the address of such holder, then lessor will mail or deliver to such holder, at such address , a duplicate copy of all notices in writing which lessor may, from time to time, give to or serve on lessee under and pursuant to the terms and provisions hereof. Such copies shall be mailed or delivered to such holder at, or as near as possible to, the same time such notices are given to or served on lessee. Such holder may, at its option, at any time before the rights of lessee shall be terminated as provided herein, pay any of the rents due here- under, or pay any taxes , or do any other act or thing required of lessee by the terms hereof, or do any act or thing that may be necessary and proper- to be done in the- observance of the cove- nants and conditions hereof, or to prevent the termination hereof. All payments so made, and all things so done and performed by such holder shall be as effective to prevent a foreclosure of the rights of lessee thereunder as the same would have been if done and performed by lessee. In the event of foreclosure, lessor shall have the right to demand such information and assurances necessary to reasonably satisfy lessor of the character, reputation, and financial ability of any successor tenant of the property. No successor tenant shall be permitted to take occupancy until the lessor has given its written approval, which approval shall not be unreasonably withheld. 5 I II I 11 . SUBLETTING AND ASSIGNMENT Lessee may sublet up to fifty percent ( 50% ) of the property for a term of ninety ( 90 ) days or less for the sole purpose of aircraft storage, without lessor ' s consent, but the making of any such sublease shall not release lessee from, or otherwise affect in any manner, any of lessee ' s obligations hereunder. Lessee shall not otherwise sublet, assign, or transfer this lease, or any interest herein, without the prior written consent of lessor, which consent shall not be unreason- ably withheld. Consent to one assignment shall not be deemed to be a consent to any subsequent assignment. Any such assignment without such consent shall be void, and shall, at the option of lessor, terminate this lease. Notwithstanding the foregoing, lessee may assign this lease to a subsidiary or wholly-owned company without lessor' s prior written consent, subject to written notice to lessor of each such assignment. Neither this lease nor the leasehold estate of lessee nor any interest of lessee hereunder in the property or any buildings or improvements thereon shall be subject to involuntary assignment, transfer, or sale, or to assignment, transfer, or sale by operation of law in any manner whatsoever, and any such attempted involuntary assignment, transfer, or sale shall be void and of no effect and shall, at the option of lessor, terminate this lease. 12 . CONSTRUCTION OF NEW BUILDING a. Plans and Specifications . On or before January 1 , 1987 , lessee shall, at lessee ' s sole expense, prepare plans and specifications for a new building ( including aircraft apron, heliport, parking and utility service) to be erected on the property which shall provide for a metal hangar of approximately 8 , 000 square feet and associated improvements , including aircraft apron, parking area and temporary taxiway, which three areas may be concrete, asphalt, or both, at lessee ' s option, subject to lessor ' s prior reasonable approval. Such plans and specifica-- tions shall be submitted to lessor for lessor' s written approval or any revisions required by lessor. Such submission is for basic design review and is not intended nor shall it be deemed a submission for purposes of receiving a building permit. Lessor shall not unreasonably withhold such approval; in the event of disapproval, lessor shall give to lessee an itemized statement of reasons therefor within fifteen ( 15 ) days after the same are submitted to lessor. Lessee shall, at lessee ' s sole expense, commence, and shall diligently prosecute the construction of the improvements contemplated in accordance with such plans and specifications, within thirty ( 30) days after receiving a building permit therefor, weather permitting. b. Alterations , Improvements , and Changes Permitted. Lessee shall have the right to make such alterations, improve- ments, and changes to any building that may from time to time be 6 on the property as lessee may deem necessary, or to replace any such building with a new one of at least equal value, provided that prior to making any structural alterations , improvements , . or changes, or to replacing any such building, lessee shall obtain lessor ' s written approval of plans and specifications therefor, which approval lessor shall not unreasonably withhold, as long as the value of the building shall not be diminished and the structural integrity of the building shall not be adversely affected by any such alterations, improvements , or changes , or as long as any proposed new building is at least equal in value to the one it is to replace, as the case may be. In the event of disapproval, lessor shall give to lessee an itemized statement of reasons therefor. If lessor does not disapprove the plans and specifications provided for in this paragraph within thirty ( 30 ) days after the same have been submitted to lessor, such plans and specifications shall be deemed to have been approved by lessor. 13 . REPAIRS; DESTRUCTION OF IMPROVEMENTS 1 M a. Maintenance of Improvements . Lessee shall, throughout the term of this lease, at its own cost, and without any expense to lessor, keep and maintain the property, including all buildings and improvements of every kind that may be a part thereof, and all appurtenances thereto in good and neat order, condition, and repair. Lessor shall not be obligated to make any repairs, replacements, or renewals of any kind, nature, or description whatsoever to the property or any buildings or improvements thereon. In the event lessor fails to make repairs to the aircraft apron and/or parking areas within thirty ( 30 ) days after lessee ' s written request to do so, lessee may, but shall not be obligated to, perform such repairs and lessee may thereupon deduct the actual cost thereof from any rent and/or fees which would have otherwise been due to lessor. b. Damage or Destruction Occurring Toward End of Term. In the case of destruction of the building on the property or damage thereto from any cause so as to make it disadvantageous for lessee to continue to operate on the property at lessee ' s sole and absolute discretion, occurring during the last five ( 5 ) years of the term hereof ( including any extended term) , lessee, if not then in default hereunder, may elect to terminate this lease by written notice served on lessor within ninety ( 90 ) days after the occurrence of such damage or destruction. On such itermination, rent, taxes and any other sums payable by lessee hereunder shall be prorated as of the termination date, and in the event any rent, taxes or any other sum shall have been paid in advance, lessor shall rebate the same for the unexpired period for which payment shall have been made. is i 7 I: I 14 . AIRCRAFT FUEL FLOWAGE FEE, APRON, TAXIWAY, AND VEHICLE PARKING AREA a. Fuel Flowage Fees . In consideration of the privilege to conduct aircraft refueling on the property, and not as rental, lessee shall pay to lessor a fuel flowage fee calcu- lated in cents and mils per gallon, at the rate established for all refueling operations at the Redding Municipal Airport by resolution of the Redding City Council. Said fee shall ..be paid on a monthly basis, no later than the twentieth ( 20th) day of the month following the billing period, and shall be based upon the number of gallons of aviation fuel pumped into aircraft at said airport by lessee, as indicated by the meter located upon lessee ' s pump. Lessee may refuel aircraft by way of truck, above ground or below ground tanks or a combination thereof, as lessee sees fit and at lessee ' s sole option, provided, that all re- fueling facilities at all times comply with all applicable safety i standards and regulations . b. Interim and Permanent Taxiway. Lessee may construct an interim taxiway serving the property in such manner and in the design and construction of lessee' s sole choosing, pending lessor ' s completion of the Runway 12/30 extension and permanent taxiways serving the property, which items shall be i provided at lessor' s sole cost and expense. Lessor will use its best efforts to insure that lessee' s aircraft will have access to and from the property at all times . In the event lessee ' s i aircraft are unable to achieve safe access to or from the property, lessor shall make such other reasonable provisions for aircraft service and storage as lessee may reasonably require, provided, that such service and storage shall be at the Redding Municipal Airport. C. Exclusive Use of Aircraft Apron and Vehicle Parkina Areas. Lessee shall have sole and exclusive use of the i aircraft apron and vehicle parking areas appurtenant to the I property, and will maintain their cleanliness and surface painting as may be reasonably required by lessee ' s use thereof . Lessor maintains no legal responsibility for the exclusive areas . 15 . UTILITIES Lessee shall fully and promptly pay for all water, gas , heat, light, power, telephone service, and other public utilities of every kind furnished to the property throughout the 8 term hereof , and all other costs and expenses of every kind whatsoever of or in connection with the use, operation, and maintenance of the property and all activities conducted thereon. Lessor shall have no responsibility to provide or in any manner furnish utility services to the property. 16 . LIENS a. Lessee ' s Duty to Keep Property Free of Liens. Lessee shall keep all the property and every part thereof and all buildings and other improvements at any time located thereon free and clear of any and all mechanics ' , materialmen' s, and other liens for or arising out of or in connection with work or labor done, services performed, or materials or appliances used or furnished for or in connection with any operations of lessee, any alteration, improvement, or repairs or additions which lessee may make or permit or cause to be made, or any work or construc- tion, by, for, or permitted by lessee on or about the property, or any obligations of any kind incurred by lessee. Lessee shall at all times promptly and fully pay and discharge any and all claims on which any such lien may or could be based, and shall indemnify lessor and all of the property and all building( s) and improvements thereon against all such liens and claims of liens. and suits or other proceedings pertaining thereto. Lessee shall give lessor written notice no less than seven ( 7) days in advance of the commencement of any construction, alteration, addition, improvement, or repair estimated to cost in excess of Five Thousand Dollars ( $5 ,000 . 00 ) in order that lessor may post appropriate notices of lessor ' s non-responsibility. b. Contesting Liens . If lessee desires to contest any such lien, it shall notify lessor of its intention to do so within seven (7 ) days after the claim for such lien is filed. In such case, and provided that lessee shall on demand protect lessor by a good and sufficient surety bond against any such lien and any cost, liability, or damage arising out of such contest, lessee shall not be in default hereunder until thirty ( 30 ) days after the final determination of the validity thereof, within which time lessee shall satisfy and discharge such lien to the extent held valid. However, the satisfaction and dis- en shall not in an case be delayed charge of an such lien Y Y g Y until execution is had on any judgment rendered thereon, and such delay. shall be a default of lessee hereunder. In the event of any such contest, lessee shall protect and indemnify lessor against all loss , expense, and damage resulting therefrom. 17 . TAXES a. Taxes . Lessee shall pay and discharge as they become due, promptly and before delinquency, all taxes, which may be levied, assessed, charged, or imposed, or which may become a 9 I I lien or charge on or against the property, including any "posses- sory interest tax" imposed by Shasta County. b. Taxes Excepted. Anything in this paragraph to the contrary notwithstanding, lessee shall not be required to pay any estate, gift, inheritance, succession, franchise, income, or excess profits taxes that may be payable by lessor or lessor' s legal representative, successors, or assigns ; nor shall lessee be required to pay any tax that might become due on account of ownership of property other than that herein leased which may become a lien on the property herein leased or collectable out of the same. C. Contesting Taxes . If lessee shall in good faith desire to contest the validity or .amount of any tax, assessment, j .' levy, or other governmental charge herein agreed to be paid by lessee, lessee shall be permitted to do so, and to defer payment of such tax or charge until final determination of the contest, on giving to lessor written notice thereof prior to the commence- ment of any such contest, which shall be at least fifteen ( 15 ) days prior to delinquency, and on protecting lessor on demand by a good and sufficient surety bond against any such tax, levy, ' rate, or governmental charge, and from any costs, liability, or damage arising out of any such contest. j d. Disposition of Rebates . All rebates on account t of any taxes, rates, levies, charges, or other sums required to be paid and paid by lessee shall belong to lessee. Lessor will, on the request of lessee , execute any receipts, assignments, or other acquittances that may be necessary to secure the recovery of any such rebates , and will pay over to lessee any such i rebates that may be received by lessor. 18 . INDEMNIFICATION OF LESSOR Lessee shall assume all responsibility and liability in connection with the operation of said hangar, maintenance and aircraft refueling, and lessee assumes and agrees to hold lessor, its officers , agents , and employees , harmless from any responsi- bility or liability in connection with lessee' s use and occupancy of the property during the term of this lease or any extension thereof, including damages for injuries to persons or property of persons using said property, excepting for any such damage or j injury arising from lessor ' s negligence or the negligence of lessor ' s officers , employees, agents or invitees . 19 . INSURANCE a. Insurance. It is specifically understood and agreed as a condition of this lease that lessee shall, at its own 10 I ' expense, obtain and keep in full force and effect public liabil- ity insurance in the amounts of $300 , 000 for one person, $500 , 000 for one accident, personal injury and $1 , 000 , 000 property damage limits , or be permissibly self-insured, which insurance shall be in form and content sufficient and adequate to save lessor, its officers, agents, and employees, harmless from any and all claims arising out of the use and occupancy of said property. The three preceding sentences shall not apply to loss, injury, death, or damage arising by reason of the negligence or mis- conduct of lessor, or its officers , employees, agents, or invitees . Insurance requirements will be reevaluated every five ( 5 ) years , subject to the mutual agreement of the parties. 1 = b. Certificate of Insurance. A certificate evi- dencing such insurance shall be filed with the City Clerk of lessor which shall name lessor, its officers , agents, and 6 employees , as additional insureds and guarantee at least ten ( 10 ) days ' advance notice to lessor, in writing, before any cancel- lation or reduction of such insurance coverage. 20 . ATTORNEYS ' FEES iIf any action at law or in equity or by way of arbitra- tion shall be brought under this lease, or for or on account of any breach of , or to enforce or interpret any of the covenants, terms, or conditions of this lease, the prevailing party shall be entitled to recover from the other party as part of the prevail- ing party' s costs, reasonable attorneys ' fees , the amount of which shall be fixed by the court or by the panel of appraisers or arbitrators , as the case may be, and shall be made a part of any judgment, decree or decision rendered. 21 . SIGNS Lessee may erect signs and advertising and place same -upon the improvements to be constructed by lessee as may be ' desired, subject to first securing the approval of the Airport ' Director of lessor, which approval shall not be unreasonably withheld. 22 . SECURITY RESPONSIBILITIES AND FEES Lessee agrees to accept its security responsibilities with regard to access by authorized persons using the gate located near its facility. Lessee shall pay to lessor its proportional share of the total cost of airport security, payable in advance on the first day of each month throughout the term of this lease. It is understood that this amount may be adjusted proportionately whenever there is a change in lessor' s contract with the firm providing security services . 11 23 . PROHIBITION OF INVOLUNTARY ASSIGNMENT; EFFECT OF BANKRUPTCY OR INSOLVENCY a. Prohibition of Involuntary Assignment. Neither this lease nor the leasehold estate of lessee nor any interest of lessee hereunder in the property or in the building or improvements thereon shall be subject to involuntary assignment, transfer, or sale, or to assignment, transfer, or sale by operation of law in any manner whatsoever (except through statutory merger or consolidation, or devise, or intestate succession) . Any such attempt at involuntary assignment, transfer, or sale shall be void and of no effect. b. Effect of Bankruptcy. without limiting the generality of the provisions of the preceding subparagraph ( a) of this paragraph, lessee agrees that in the event any proceedings under the Bankruptcy Act or any amendment thereto are commenced by or against lessee, and, if against lessee, such proceedings shall not be dismissed before either an adjudication in bank- ruptcy or the confirmation of a composition, arrangement, or plan of reorganization, or in the event lessee is adjudged insolvent or makes an assignment for the benefit of its credi- tors , or if a receiver is appointed in any proceeding or action to which lessee is a party, with authority to take possession or control of the property or the business conducted thereon by lessee, and such receiver is not discharged within a period of one hundred twenty ( 120 ) days after his appointment, any such event or any involuntary assignment prohibited by the provisions of the preceding subparagraph ( a) of this paragraph shall be deemed to constitute a breach of this lease by lessee and shall, at the election of lessor, but not otherwise , without notice or entry or other action of lessor terminate this lease and also all rights of lessee under this lease and in and to the property and also all rights of any and all persons claiming under lessee.- 24 . NOTICE OF DEFAULT a. Lessee shall not be deemed to be in default hereunder in the payment of rent or the payment of any other moneys as may be herein required or in the furnishing of any insurance certificate when required herein unless lessor shall first give to lessee thirty ( 30 ) days ' written notice of such default and lessee fails to cure such default within such thirty ( 30 ) days. b. Except as to the provision or events referred to in subparagraph ( a) of this paragraph, lessee shall not be deemed to be in default hereunder unless lessor shall first give to lessee forty-five ( 45 ) days ' written notice of such default, and lessee fails to cure such default within such forty-five ( 45 ) day period or, if the default is of such a nature that it 12 i i cannot be cured within forty-five ( 45 ) days , lessee fails to commence to cure such default within such period of 30 days or fails thereafter to proceed to cure the default with reasonable diligence. 25 . DEFAULT In the event of any default under this lease by lessee, lessor, in addition to the other rights or remedies it may have, shall have the right to re-enter pursuant to legal proceedings or pursuant to notice provided for by law. Such re- entry shall automatically effect a termination of this lease agreement. 26 . OPTION OF LESSEE TO RENEW. LEASE Provided that lessee shall not then be in default hereunder, lessor at the option of lessee shall renew this lease at the expiration of the term hereby granted for an additional period of ten ( 10) years under the same terms and conditions as herein contained, at a fair market rental to be determined in accordance with the provisions in paragraph 3 (b) , (c) , above, with CPI rental adjustments effective the thirty-first ( 31st) and ninety-first ( 91st) months of the extended term, as such adjust- ments are provided for in paragraph 3 ( a) , above. To exercise such option, lessee shall give notice in writing to lessor by F registered mail addressed to lessor at the address herein set forth of its election to renew the lease no fewer than forty- five ( 45 ) days before the expiration of the term herein speci- fied. 27 . LESSEE' S RIGHT OF FIRST REFUSAL TO PURCHASE PROPERTY If at any time during the term hereof , lessor shall receive from any third party a bona fide offer to purchase the property at a price and on terms acceptable- to lessor, lessor shall give written notice of such price and terms to lessee, and Lessee shall have ninety ( 90 ) days thereafter in which to execute a written agreement with lessor for purchase of the property at such price and on such terms . If lessor shall so notify lessee and lessee shall fail to execute such agreement within said ninety ( 90 ) day period, lessor shall thereafter be free to sell the property to the third party making the offer on the same terms and conditions set forth in such offer, subject, however, to this lease agreement, but not to the provisions of i this paragraph 27 . If the property is not sold to the party making the offer, then lessor shall give lessee the same right to purchase the property on receiving any/all subsequent offer/s from any third party that is/are acceptable to lessor. 13 I 28 . TERMINATION OF AIRPORT USE In the event that the use of Redding Municipal Airport as an airport is terminated for any reason, lessor agrees to pay to lessee a sum equal to the unamortized balance of the original cost of said improvements, as such balance is carried upon lessee ' s books . It is agreed by lessee that the foregoing shall be the sole obligation of lessor to the lessee in such event, and that lessor shall have no obligation to pay any other or further sum to lessee for any vested interest which lessee may have in the property at the time of the termination of the use of such facility as an airport. 29 . EFFECT OF EMINENT DOMAIN a. Effect of Total Condemnation. In the event the entire property shall be appropriated or taken under the power of eminent domain by any public or quasi-public authority or by any private entity empowered to do so, this lease shall terminate and expire as of the date of such taking, and lessee shall ' thereupon be released from any liability thereafter accruing hereunder. b. Effect of Partial Condemnation. In the event a portion of the property shall be so appropriated or taken and the remainder of the property is, in lessee ' s sole and absolute discretion, thereby rendered not suitable for the use then being made of the property, or if the remainder of the property is not one undivided parcel of property, lessee shall have the right to terminate .this lease as of the date of such taking on giving to lessor written notice of such termination within sixty ( 60 ) days after lessor has notified lessee in writing that the property has been so appropriated or taken. If, in the event of such partial taking, lessee does ! not so terminate this lease, then this lease shall continue in { full force and effect as to the part not taken, and the rent to be paid by lessee during the remainder of the term, subject to adjustment as provided in the rent adjustment provisions of paragraph 3 hereof, shall be abated in like proportion as the area taken bears to the whole of the property. C. Condemnation Award. In the event of a total or partial taking of the property under the aforesaid power of eminent domain, then in any condemnation proceedings lessor and lessee shall be free to make claim against the condemning or taking authority for the amount of any damage done to them, j respectively, as a result thereof . j 14 i 30 . DISPOSITION OF IMPROVEMENTS ON TERMINATION OF LEASE On expiration or earlier termination of this lease for any cause, lessor shall become the owner of any building or improvements on the property; provided, however, that lessee shall have the right to remove such personal property, machinery, and equipment as may be removed without threat to the structural integrity of the building or improvement. If damage results from the removal of. any such items , lessee shall repair such damage at its sole expense; provided, however, that lessee shall have no obligation to otherwise restore or replace the building( s) located upon the property. 31 . FORCE MAJEURE The term "force majeure" as used herein means unfore- seeable causes beyond the reasonable control of and without the fault or negligence of lessee, including but not limited to ` actions by federal, state, county, and municipal courts, legisla- tures , or regulatory bodies . If lessee, because of force majeure, is rendered wholly or partly unable to perform its obligations under this lease agreement, lessee shall be excused from whatever perform- ance is affected by the force majeure to the extent so affected, provided that: i. within two weeks after the occurrence of the force majeure, lessee gives lessor written notice describing the particulars of the occurrence; ii. the suspension of performance is of no greater scope and of no longer duration than is required by the force majeure; iii . no obligations of lessee that arose before the occurrence -causing the suspension of performance are excused as a result of the occurrence; and iv. lessee uses all reasonable efforts to remedy its inability to perform. This subparagraph shall not require the settlement of any strike , walkout, lockout, or other labor dispute on terms that, in the sole judgment of lessee, are contrary to its interest. It is understood and agreed that the settlements of strikes , walkouts , lockouts, or other labor disputes shall be entirely within the discretion of lessee. 32. REMEDIES CUMULATIVE All remedies hereinbefore conferred on lessor shall be deemed cumulative and no one exclusive of the other, or of any other remedy conferred by law. 15 33 . NOTICES All notices , demands , or other writings in this lease provided to be given or made or sent, or which may be given or made or sent, by either party hereto to the other, shall be deemed to have been fully given or made or sent when made in writing and deposited in the United States mail, registered and postage prepaid, and addressed .as follows : TO LESSOR: City Manager City of Redding 760 Parkview Avenue Redding, CA 96001 I , TO LESSEE: Corporate Controller P.O. Box 4728 Redding, CA 96099 The address to which any notice, demand, or other i writing may be given or made or sent to any party as above provided may be changed by written notice given by such party as above provided. 34 . EFFECT OF LESSEE' S HOLDING OVER Any holding over after the expiration of the term of this lease, with consent of lessor, shall be constructed to be a tenancy from month to month, at the same monthly rent as required to be paid by lessee for the period immediately prior to the expiration of the term hereof , and shall otherwise be on the terms and conditions herein specified, so far as applicable. 35 . PARTIES BOUND The covenants and conditions herein contained shall, 1 subject to the provisions as to assignment, transfer, and subletting, apply to and bind- the heirs , legal representatives , successors, and assigns of all of the parties hereto; and all of the parties hereto shall be jointly and severally liable here- under. 36 . TIME OF THE ESSENCE Time is of the essence of this lease, and of each and every covenant, term, condition, and provision hereof. 37 . PARAGRAPH CAPTIONS The captions appearing under the paragraph number designations of this lease are for convenience only and are not 16 .......... a part of this lease and do not in any way limit or amplify the terms and provisions of this lease. Executed at Redding, California, on the day and year first above written. LESSOR FORM APPROVED CITY OF REDDING �� � By: rt LEGAL. D Title: LESSEE ATTEST: SIERRA PACIFIC INDUSTRIES ETHEL A. NICHOLS, City Clerk By: _� A.A. EMERSON, President By: H ODORE B. HANNON, Secretary f i , 17 I _. EXHIBIT "A" GROUND LEASE BETWEEN THE CITY OF REDDING AND SIERRA PACIFIC INDUSTRIES All that portion of the County of Shasta, State of California, described as follows: Commencing at the Northeast corner of Section 27 , Township 31 North, Range 4 West, M.D.M. ; thence on and along the North line of Section 27 , S. 89°14 ' 56" W. , 2000 . 00 feet to a point on the centerline of Airport Road; thence on and along said centerline, S . 00002104" E. , 3939 . 68 feet to the intersection with the I centerline of the old Municipal Airport entrance road; thence on t and along said centerline, N. 89°57156" E. , 1129 . 56 feet to a point on the centerline of Taxiway "A" of Redding Municipal Airport; thence on and along said taxiway centerline, N. 00003 ' 56" E. , 526 . 36 feet; thence N. 6°03156" E. , 448 . 32 feet; thence leaving said taxiway centerline , S . 89051111" W. , 793 . 87 feet; thence N. 00008149" W. , 445 . 69 ' feet to the true point of beginning; thence running the - following bearings and distances , S . 89°51 ' 11" W. , 50 . 00 feet; thence N. 00°08149" W. , 230 . 00 - feet; thence N. 89151 ' 11" E. , 50 : 00 feet; thence S. 00008149" E. , 40. 00 feet; thence N. 89°51111" E. , 50 . 00 feet; i thence S. 00008 ' 49" E. , 170 . 00 feet; thence S . 89051111" W. , i 50 . 00 feet; thence S. 00108 ' 49" E. , 20 . 00 feet to the point of ibeginning, containing 20 , 000 square feet. SKETCH ATTACHED i 5 5-7- 141 51' " W. Z000.*► / 27 Z IJ-ti:sE5.)� 1,I r co' T 31 lei 00 0 41"E., 4o.DO' M. V,, N. �► s�' ► I.. co, 00005'41'e., 170.00 N.00,0641W. 23aoo' cL I W.1570.cel „ P. o.� _ - 1 �j S bTS I' I I" W. 71?;.�7' 0 Q M — . d }-- 0 o I i EXHIBIT "B" GROUND LEASE BETWEEN CITY OF REDDING AND SIERRA PACIFIC INDUSTRIES DATED NOVEMBER 23 , 1986 United States of America Restrictions (a) It is understood and agreed that this Lease is subject to the covenants, restrictions and reservations contained in the following instruments to which the United States of America is a party, to wit: (1) Quitclaim Deed dated June 6 , 1947 , to the City of Redding. (2) Instrument of Transfer dated October 7, 1947, to the City of Redding. (3) Grant Agreement executed by the City of Redding on December 1 , 1948 , covering Federal Aid Airport Project No. 9-04-062-901 . (4) Grant Agreement executed by the City of Redding on May 18 , 1949, covering Federal Aid Airport Project No. 9-04-062-092. (5) - Grant Agreement executed by the City of Redding on July 10 , 1950 , covering Federal Air Airport Project No. 9-04-062-903 . (b) To the extent that the United. States of America may release said property _or any part thereof from- any of said covenants , restrictions and reservations , Lessee shall likewise be released by Lessor. (c) Lessee , for itself, its successors in interest and assigns , as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this Lease for a i purpose for which a Department of Transport program or activity is extended, or for another purpose involving the provision of similar services or benefits , that it shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CRF Part 21 , Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. (d) Lessee, for itself, its successors in interest and assigns, as a part of the consideration hereof, does hereby covenant i I and agree as a covenant running with the land: (1) that no i person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2) that in the construction of any improvements on., over, or under such land and the furnishing of services thereon, no person on the grounds of race , color, or national origin shall be excluded from partici- pation in, denied the benefits of,. or otherwise be subject to discrimination; -and (3) that. Lessee shall use the premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21 , Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. (e) That in the event of breach of any of the above nondis- crimination covenants , Lessor shall have the right to terminate the Lease and to re-enter and repossess said land -2- i l and facilities thereon, and hold the same as if said Lease had never been made or issued; provided, however, that the Lessee allegedly in breach shall have the right to contest said alleged breach under applicable Federal Aviation Administration procedures , and any sanctions under or termination of the Lease shall be withheld pending completion of such procedures. (f) That in the event of breach of any of the above nondis- crimination covenants , Lessor shall have the right to re-enter said land and facilities thereon, and the above- described lands and facilities shall thereupon revert to and Ivest in and become the absolute property of Lessor and its assigns; provided, however, that the party allegedly in breach shall have the right to contest said alleged breach under applicable Federal Aviation Administration procedures, and the right of reverter shall not be exercised until completion of such p procedures. I I # ' -3- i