HomeMy WebLinkAboutReso 1990-563 - Approving Documentation Pertaining to "Shasta Enterprises Facilities" at Redding Municipal Airport s
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RESOLUTION NO. gp- 70,3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING
APPROVING THE FOLLOWING DOCUMENTATION PERTAINING TO THE
"SHASTA ENTERPRISES FACILITIES" AT THE REDDING MUNICIPAL
AIRPORT:
(1) SECOND MODIFICATION TO LEASE AGREEMENT DATED
NOVEMBER 27, 1990, BETWEEN THE CITY OF REDDING AND
SHASTA ENTERPRISES;
(2) LEASE AGREEMENT DATED NOVEMBER 20, 1990, BETWEEN
SHASTA ENTERPRISES AND INTERNATIONAL AIR SERVICES
COMPANY, LTD. , CONSTITUTING THE SUBLEASE CONTEMPLATED
BY THE AFOREMENTIONED SECOND MODIFICATION TO LEASE
AGREEMENT; AND
(3) NON-DISTURBANCE AND ATTORNMENT AGREEMENT DATED
NOVEMBER 27, 1990, BETWEEN THE CITY OF REDDING AND
INTERNATIONAL AIR SERVICE COMPANY, LTD.
WHEREAS, Shasta Enterprises, a General Partnership, wishes to
sublease its facilities at the Redding Municipal Airport (Premises)
to International Air Service, Company, Ltd. , as more particularly set
forth in the aforementioned documentation, copies of which are
attached hereto and incorporated herein by reference; and
WHEREAS, City Council has considered this matter at length;
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 Shasta
Enterprises subletting the Premises to International Air Services
Company, Ltd. , upon the terms and conditions set forth in the -0
documentation attached hereto and incorporated herein (hereinafter
collectively referred to as "Documents" ) , for a period of time not to (j
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'v.)
410 411
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 Shasta Enterprise 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 Shasta Enterprises and
International Air Services Company, Ltd. 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 Shasta Enterprises and
International Air Services Company, Ltd.
2 . That the Mayor of the City of Redding, on behalf of the
City of Redding, is hereby authorized and directed to sign the Second
Modification to Lease Agreement dated November 27 , 1990 , between the
City of Redding and Shasta Enterprises , 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 thereto.
3 . That the City of Redding hereby approves the Lease
Agreement dated November 20, 1990 , entered into between Shasta
Enterprises and International Air Services Company, Ltd. , as
constituting the sublease contemplated by the aforementioned Second
Modification to Lease Agreement, finding that it satisfies the terms
and conditions of the "Master Lease" between the City of Redding and
Shasta Enterprises , including authorization to conduct a contract
pilot training program.
4. That the Mayor of the City of Redding, on behalf of the
City of Redding, is hereby authorized and directed to sign the Non-
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Disturbance and Attornment Agreement dated November 27 , 1990 , between
the City of Redding and International Air Service Company, Ltd. , a
true 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 thereto.
I HEREBY CERTIFY that the foregoing Resolution was introduced
and read at an adjourned meeting of the City Council of the City of
Redding on the 27th day of November, 1990, and was duly adopted at
said meeting by the following vote:
AYES: COUNCIL MEMBERS: Arness, Dahl , Fulton & Buffum
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: Moss
ABSTAIN: COUNCIL MEMBERS: None
C / FF ,/ayor
ity of Reding
ATTEST: Z�
ETHEL A. NICHOLS, City Clerk
O' .PPROVED:
R, DALL A. HAYS, City Attorney
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SECOND MODIFICATION TO LEASE AGREEMENT
This Second Modification to Lease Agreement, made and entered
into this 27th day of November, 1990 , by and between the CITY OF
REDDING, a Municipal Corporation and General Law City of the State
of California, hereinafter called "LESSOR, " and SHASTA ENTERPRISES,
hereinafter called "LESSEE: "
WITNESSET H:
WHEREAS, LESSOR did enter into a Lease Agreement dated
November 5 , 1979 , with the ECONOMIC DEVELOPMENT CORPORATION OF
SHASTA COUNTY regarding the premises described in Exhibit "A"
attached hereto and incorporated herein by reference (hereinafter
called "Lease A" ) ; and
WHEREAS, LESSOR did enter into a Lease Agreement dated
November 5 , 1979 , with EUGENE F. CALANCHINI and KAREN L. CALANCHINI
REGARDING the same premises (hereinafter called "Lease B" ) ; and
WHEREAS, the Lessees ' interests under both Lease A and Lease
B were assigned to the SMALL BUSINESS ADMINISTRATION by Assignment
recorded June 26 , 1985 , in Book 2158 , page 548 , of Official Records
of Shasta County, and by Quitclaim Deed recorded June 26 , 1985, in
Book 2158 , page 552, of Official Records of Shasta County; and
WHEREAS, LESSOR, by letter dated December 29, 1986 , authorized
LESSEE to operate the facilities located upon those premises as
described in "Lease A" and "Lease B" ; and
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WHEREAS, LESSEE desires to be able to sublease for purposes
other than those enumerated in paragraphs 2. Use of premises, as
shown in both Lease A and in Lease B.
NOW, THEREFORE, IT IS AGREED that paragraphs 2 . Use of
premises, as shown in both Lease A and in Lease B, are modified as
follows:
"2. Use of premises.
(a) The ground area demised herein, and any improvements
subsequently constructed thereon, shall be used by Lessee for the
conduct of the following commercial activities: ( 1) aircraft
charter service, ( 2) aircraft rental service, ( 3) aircraft flying
instructions , ( 4) aircraft sales and service, ( 5) sale of aircraft
parts and accessories, ( 6 ) sale of pilots' supplies, i.e.
computers , maps, oxygen, etc. , (7) aircraft maintenance and repair,
( 8) purchase and sale of aviation gasoline, lubricating oil and jet
fuel.
The ground area demised herein, and any improvements
subsequently constructed thereon, may, with prior written consent
of LESSOR, be used for purposes other than those enumerated above.
Should LESSEE desire to initiate any assignment or sublease, the
provisions of the paragraphs Assignment or subletting in Lease A
and Lease B, shall apply. "
The remainder of paragraphs 2. Use of Premises in Lease A and
Lease B remain unchanged.
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411 4110
IN WITNESS WHEREOF, the parties hereto have executed this
Modification to Lease Agreement on the day and year first above
written.
Nancy Buffum, Mayor
CITY OF REDDING
ATTEST: SHASTA ENTERPRISES
By: Ll—
Ethel A. Nichols, City Clerk Antonio Rodriguez , III
General Manager
FORM APPROVED:
Ra dall A. Hay , City Attorney
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Legal Description
All that land located in the County of Shasta, State of
California, described as follows:
Parcel 1: •
Commencing at the corner common to Sections 22, 23, 26 and 27, T.
31 N. , R. 4 W., M.D.B.& M. , and thence westerly on and along the
section line common to Sections 22 and _27, S. 89 degrees 14' 56"
W. , 2000.00 feet to the centerline of Airport Road; thence
southerly on and along said centerline, S. 00 degrees 02' 04" E. ,
3939 .68 feet to the centerline of Municipal Airport Entrance Road;
thence on and along said,centerline, N. 89 degrees 57 ' 56" E. ,
1004.56 feet; thence, leaving said centerline, S. 00 degrees„03 '
56" E. , and parallel with the centerline of the taxiway, 194.22
feet to the point of beginning; thence running the following
• bearings and distances: S. 00 degrees 03 ' 56" E. , and parallel
with the centerline of said taxiway, 180 .00 feet; thence S. 89
degrees 57 ' 56" W. , and parallel with the centerline of said
entrance road, 325.00 feet; thence N. 00 degrees 03 ' 56" W. , and
parallel to the centerline of said taxiway, 180.00 feet; thence N.
89 degrees 57 ' 56" E. , and parallel with the centerline of said
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EXHIBIT
entrance road, 325 .00 feet, more or less, to the point of
beginning.
t .
Parcel 2
Commencing at the corner common to Section 22, 23, 26 and 27, T.
31 N. , R. 4 W. , M.D.B. & M. , and thence westerly on and along the
section line common to Sections 22 and 27, S. 89 degrees 14 ' 56"
. W:, 2000.00 feet to the centerline of Airport Road; thence
southerly on and along said centerline, S. 00 degrees 02' 04" E. ,
( 3939.68 feet to the centerline of Municipal Airport Entrance Road;
• thence on and along said centerline N. 89 degrees 57 ' 56" E. ,
1004.56 feet; thence, leaving said centerline, S. 00 degrees 03 '.
56" E. , and parallel with the centerline of the taxiway 40 .00 feet
•
to the point of beginning; thence running the following bearings
and distances: . S. 00 degrees 03 ' 56" E. , and parallel with the
centerline of said taxiway,. 154.22 feet; thence S. 89 degrees 57 '
56" W. , and parallel with the centerline of said entrance road,
350.00 feet; thence N. 00 degrees 03 ' 56" W. , and parallel to the
centerline of said taxiway, 154.22 feet; thence N. 89 degrees 57 '
56" E. , and parallel with the centerline of said entrance road,
325.00 feet, more or less, to the point of beginning.
•
Excepting therefrom the Easterly 45.00 feet of the Northerly 21.80
• feet.
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Site Location
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LEASE
THIS LEASE is entered into this 20th day of October,
1990, at Redding, California, between SHASTA ENTERPRISES, a
general partnership, hereinafter referred to as "Lessor", and
INTERNATIONAL AIR SERVICES COMPANY, LTD. , a California
corporation, hereinafter referred to as "Lessee".
RECITALS
WHEREAS, Lessor is the Lessee of certain ground area at
Redding Municipal Airport, County of Shasta, California, upon
which has been constructed certain improvements, all hereinafter
designated the "Premises", pursuant to Lease Agreements each
dated November 5, 1979, a copy of which are attached hereto as
Exhibit A and incorporated herein by reference, and Modification
of Lease dated March 17, 1986, a copy of which is attached hereto
as Exhibit B and incorporated herein by reference, as from time
to time assigned and hereinafter collectively referred to as the
"Master Lease", entered into between Lessor (as assignee) and the
City of Redding; and
WHEREAS, pursuant to the Master Lease, Lessor conducts
certain fixed based operation activity on the Premises; and
WHEREAS, Lessee desires to conduct a fixed base
operation and related activities on the Premises; and
WHEREAS, Lessee is desirous of obtaining a triple net
lease of the Premises from Lessor pursuant to the terms of this
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lease agreement, hereinafter referred to as "Lease", and the
Master Lease, all as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained, the parties hereto
agree as follows:
AGREEMENT
ARTICLE 1. PREMISES
Premises
Section 1. 01.
(a) Lessor hereby leases to Lessee, and Lessee hereby
hires from Lessor, for the term, at the rental and upon the
conditions hereinafter set forth, the Premises as heretofore
described.
Quiet Enjoyment
Section 1.02. Lessor covenants and agrees that Lessee,
upon payment of the rent and performance of the covenants herein
contained, shall and may peaceably and quietly hold and enjoy the
Premises for the term of this Lease without hinderance from
Lessor, Lessor's agent or other person claiming under Lessor.
ARTICLE 2. USE
Permitted Use
Section 2. 01. The Premises are to be used for the
conduct of fixed base operation activities and such related
activities as are referenced in the Master Lease, and for no
other use without the prior written consent of Lessor.
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Use To Comply With All Laws
Section 2 . 02. No building, structure or improvement of
1 any 'kind shall be erected, placed upon, operated or maintained on
the Premises, nor shall any business or operation be conducted or
carried on, or permitted to be done on or about the Premises
which shall in any way conflict with any law, ordinance, rule or
regulation affecting the occupancy and/or use of the Premises,
which is or may hereafter be enacted or promulgated by any public
authority.
Prohibition Against Assignment or Subletting
Section 2 . 03. Lessee shall not assign or encumber this
Lease or any interest therein, or sublet the Premises or any of
its parts, or permit the Premises to be used by any person,
persons or entity other than Lessee, Lessee's employees,
customers or clients without the prior written consent of Lessor,
which consent shall not be unreasonably withheld. Consent to any
such assignment, subletting, encumbrance or use shall not operate
as a waiver of the necessity for such consent to any subsequent
assignment, subletting, encumbrance or use and the terms of such
consent shall be binding upon any person or entity holding by,
under or through Lessee.
Any assignment, subletting, encumbrance or use without
such consent shall be voidable and shall, at the election of
Lessor, constitute a default of this Lease. This Lease shall
not, nor shall any interest therein, be assignable as to the
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interest of Lessee by operation of law without the written
consent of Lessor.
Lessee immediately and irrevocably assigns to Lessor,
as security for Lessee's obligations under this Lease, all rent
from any subletting of all or a part of the Premises as permitted
by this Lease and Lessor, as assignee and as attorney-in-fact for
Lessee, or a receiver for Lessee appointed on Lessor's
application may, upon the occurrence of an act of default by
Lessee, collect such rent and apply it toward Lessee's
obligations under this Lease; except that until the occurrence of
an act of default by Lessee, Lessee shall have the right to
collect and retain all such rent for Lessee's account.
Lessee shall not be required to obtain Lessor's prior
consent with respect to the current sublessees of Lessor.
Signs By Lessor
Section 2. 04. During the last ninety (90) days of the
term of this Lease, Lessor shall have the right to place signs on
or about the Premises for the purpose of notifying prospective
lessees that such Premises may be rented or leased.
During the term of this Lease, and subject to Lessee's
reasonable approval as to size (not to exceed thirty two (32)
square feet) and location, Lessor shall have the right to place
one sign on or about the Premises for the purpose of notifying
prospective purchasers that such Premises may be purchased.
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Signs by Lessee
Section 2. 05. Lessee may permit or suffer any signs,
advertisements, or notices to be displayed, inscribed upon, or
affixed to any part of the Premises or the exterior of the
building of which they are part, subject to the provisions of the
Master Lease.
Waste
Section 2 .06. Lessee shall not commit waste on the
Premises, or any public or private nuisance, or any act or thing
which will interfere with or disturb the quiet enjoyment of any
other lessee or person, whether such lessee or person shall be
located about or adjacent to the Premises or the surrounding real
property.
ARTICLE 3. TERM
Term
Section 3.01.
(a) The term shall commence on December 1, 1990, and
shall expire on December 31, 1997, unless otherwise terminated or
extended as provided within this Lease. In no event shall the
term of this Lease extend beyond the Extended Term as provided in
Section 3.02.
(b) Lessee shall take possession of the Premises on
December 1, 1990. Prior to Lessee's taking possession of the
Premises, Lessor shall be entitled to continue to occupy the
Premises and to conduct business in its ordinary course. Should
Lessee fail to take possession of the Premises on December 1,
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1990, such failure shall be deemed a default of this Lease and
shall automatically invoke the provisions of Section 8.02 herein
respecting the payment of liquidated damages.
Option to Extend Term
Section 3 .02. Lessee may extend the term of this
Lease, hereinafter designated the "Extended Term", upon all of
the terms and provisions contained within this Lease for a five
(5) year period following the expiration of the initial term by
providing written notice of exercise of the option to Lessor not
less than twelve (12) months before the expiration of the initial
term. Provided however, if Lessee is in default on the date of
giving the option notice the option notice shall be totally
ineffective or, if Lessee is in default on the-date the Extended
Term is to commence, the Extended Term shall not commence and
this Lease shall expire at the end of the initial term.
The monthly lease payment for the first year of the
Extended Term, and adjustments each year thereafter, shall be
determined pursuant to Section 4.02 of this Lease.
Lessee shall have no right to extend the term beyond
the Extended Term.
Surrender of Premises
Section 3.03. Lessee agrees to surrender the Premises
at the termination of the tenancy herein created in the same
condition as they have been received, reasonable wear and tear
from normal use excepted, along with any improvements,
modifications, or structures constructed thereon.
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Inspection of Premises Prior to Taking of Possession
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• • Section 3.04. Prior to taking possession of the
•
Premises on December 1, 1990, Lessee may enter upon the Premises
at such times and in such manner as is reasonable in order that
Lessee may inspect the improvements located on the Premises and
satisfy Lessee that same are in good condition. At any time
prior to December 31, 1990, should Lessee reasonably contend that
• certain of the improvements located on the Premises are not in
good condition including, but not limited to, the underground '
• • storage tanks, Lessor shall use its best efforts in order to
- promptly place such improvements in good condition and in
compliance with applicable law.
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ARTICLE 4. LEASE PAYMENTS
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Lease Payments _
- - r Section 4.01. Lessee shall pay monthly lease payments • •••
- during the term of this Lease, in advance, on or before the first .. -
. day of the month, to Lessor at 400 Redcliff Drive, Redding,
.. • •,-; California, 96002. Subject to adjustment as provided within this
Lease, the monthly lease payment during the first year of the �vE A S,
fifteen two seventy-five C
term shall be in sum of ibiKa zec thousand Diner hundred^dollars r.A.-
15,275.00 f4'IT1P�'
($ e��O ) . Lessee shall pay the sum of thirty five thousand
dollars ($35,000.00) on or before October 22, 1990, at 12:00
. - • p.m. , for the rent from January 1, 1991, through January 31,
-., • fifteen two • • seventy-five
• 1991, in the sum of twal7e thousand sfae hundred dollars
• • 15,275.00 nineteen seven
- ($12Yno) , plus a security deposit of ViiiilVeywEtittic thousand
twenty-five 19,725.00
hundred^dollars ($1Y ) . Lessee's rental obligation is
abated for the month of December 1990.
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OCT 25 ' 90 18:39 ;ASCO NHUH oDL
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(}j !' .. psi'. 7. . 0:0,0°7 ',;.., .•'+:•• . •• - ,)'• / • . ♦ • •4y.:
•
Inspection of Premises Prior to Taking of Possession
saotion 3.04 . Prior to taking possession of the `
•
promises on December 1, 1990, ' Lessee may enter upon the Premises
• 1 • . at such time■ and in such manner as is reasonable in order that
: Lessee may inspect the improvements located on the Promises and
satisfy Lessee that same are in good condition. At any time
1
December 31, 1990, should Lessee reasonably contend that
prior to De . • .
certain of the improvements located on the Premises are not in
• .i•. good condition including, but not limited to, the underground
. : , • ...•&t ..t .:. ..•:.!• •'�1. . 1•r.•• • :a , : !. ,' • • '• ,.ret • ..
• Lessor shall use its best efforts in order to
.; •. �:': .;• . •toraga tanks. . . . • , • ,
. promptly place such improvements in
good condition and in
1 ' �' compliance with applicable .
E. . • • ' . '• ARTICLE 4. =Ass PAYMENTS
.. .. •', j • •; 1.. v' 'rw.). :'1e Lease Payments •
• •• • • •I ' • .,i•
F. '•C. .'-`.(. r!••sr: i•+ ..• .. . ♦ .. •: • w• •• • ...•.' . - - •• .. • •, ,' ..
.• . Section1 4.02. Lessee shall pay monthly lease payments
•• • .•r 1.' 41 •'.'" WI.I •. . . . • . .l t •_ •f 1 • •
•
•. : • during the term of this Lease, in advance, on or before the first 'f,
:1 :•..•. ., dding,
. i • day•of the month, to Lessor at 400 Redclitt Drive, Re
r . . .. . .•' '
• •V•'•' California, 96002. Subject to adjustment as provided within this
Leans, the Monthly lames payment during the first year of the .vt
....; • ' . • fifteen - • two •• ' seventy-five '4'
term shall be in sum. of mac* thousand nicea bundredkdollars
15,275.00 • .
($11291190401%) . Lessee shell pay the sum of thirty five thousandNaflo
dollars ($35,000.00) on or before October 12, 1090, at iisoo
• . p.m . , for the rent from January 1, 1991, through January 31,
• ::1 • fifteen two seventy-five
1991, in the sum of amine thousand mins: hundred"dollars
•
' 15,275.00 • : • /••'
nineteen seven
• • ($Z* 9U5 ), plus a security deposit of Stline9witirathousand Ionic
tvent -five 19,725.00
• • bundrad'lloiiars (t)/20)0=s) . Lessee's rental obligation is
abated for the month of December 1990.
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The security deposit is for the faithful performance by
Lessee of the provisions of this Lease. If Lessee at any time is
in default of any of its obligations under this Lease, Lessor may
use the security deposit, or any portion of it, to cure the
default or to compensate Lessor for all damage sustained by
Lessor resulting from Lessee's default. Should Lessor elect to
use the security depositor any portion of it to cure the
default, Lessee shall immediately upon demand pay to Lessor a sum
equal to the portion of the security deposit expended or applied
by Lessor so as to maintain the security deposit in the sum
initially deposited with Lessor. Failure to reestablish the
security deposit in its original amountwithin ten (10) days of
written notice by Lessor shall constitute a default of this
Lease. If Lessee is not in default at the expiration or
termination of this Lease, Lessor shall return the security
deposit to Lessee, less any portion of said security deposit as
may be necessary to clean and repair the Premises and to
compensate Lessor for any other default of Lessee. Lessor's
obligations with respect to this security deposit are those of a
debtor and not a trustee. Lessor can maintain the security
deposit separate and apart from Lessor's general funds or can
commingle the security deposit with Lessor's general and other
funds. Lessor shall not be required to pay Lessee interest on
the security deposit.
In the event that Lessee becomes delinquent in the
payment of monthly lease payments due hereunder, the principal
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balance due shall bear interest at the annualized rate of two
percent (2%) above the reference rate as quoted at Bank of
America the preceding first of the month.
In addition to the monthly lease payment paid to Lessor
hereunder, Lessee shall make all rental and other payments
required to be made under the Master Lease directly to the City
of Redding including, but not limited to, ground lease payments,
fuel flowage fees, and any other required fees and/or costs.
Periodic Rental Adjustment
Section 4 . 02 . The monthly lease payment shall be •
subject to an increase at the commencement of the second year of
the term, and each year thereafter, in an amount reflecting an
increase in the consumer price index, with a maximum increase of
five (5) percent, all as determined as follows:
The Consumer Price Index - California, All Urban
Consumers, All Items, (1982-84 = 100) , San Francisco/Oakland
average, published by the United States Department of Labor,
Bureau of Labor Statistics, or its successor, hereinafter
designated "Index", which is in effect on the date of the
commencement of the initial term, hereinafter designated
"Beginning Index", shall be compared with the Index figure on the
date of the commencement of the second year of the term, and each
year thereafter, hereinafter designated "Extension Index". If
the Extension Index has increased over the Beginning Index, the
monthly lease payment shall be determined by multiplying the
monthly lease payment in effect during the first year of the term
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by a fraction, the numerator of which is the Extension Index and
the denominator of which is the Beginning Index.
Should the Index be changed such that the base year
differs from that in effect at the commencement of the first year
of the term, the Index shall be converted in accordance with the
conversion factor published by the United States Department of
Labor, Bureau of Labor Statistics. If the Index is discontinued
or revised during the term, such other government Index or
computation with which it is replaced shall be used in order to
obtain substantially the same result as would be obtained if the
Index had not been discontinued or revised.
In no event shall the monthly lease payment, as
revised, be less than that in effect during the immediately
preceding year of the term.
Costs and Assessments
Section 4.03. If during the term of this Lease any
improvements are made by a public agency which result in the
imposition of a general or special assessment against the
Premises, or the land upon which the Premises are located, Lessee
shall pay such accrued costs or assessments as additional rent.
The additional lease payments due pursuant to this Section shall
be further prorated in accordance with the duration of the Master
Lease (including any extension of the term thereof) .
Obligations Under Master Lease
Section 4.04. Lessee warrants that Lessee shall not,
by way of any act or omission, cause Lessor to become in default
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pursuant to Lessor's obligations as provided in the Master Lease.
In addition, to the extent the terms of this Lease shall conflict
with those of the Master Lease, the more strict term(s) shall
control.
Lessor represents and warrants that Exhibits A and B
reflect true and correct copies of the existing ground lease
agreements between Lessor and the City of Redding and, through
diligent inquiry, Lessor further represents and warrants that to
the best of Lessor's knowledge there exist no further
modifications or amendments to said agreements.
ARTICLE 5. TAXES, UTILITIES AND SERVICES
Taxes
Section 5. 01. Lessee agrees to pay to Lessor prior to
delinquency all taxes and assessments of whatever nature that are
levied upon the Premises as reflected on tax statements provided
by Lessor.
The taxes and assessments levied against the Premises
during the first and last years of this Lease shall be prorated
between Lessor and Lessee for purposes of this Section as of
12 :01 a.m. , on the date of commencement and termination,
respectively, of this Lease.
Lessee shall have the right, at Lessee's sole cost and
expense, to protect or contest, in the name of Lessor or
otherwise, and with Lessor's full cooperation, any tax or
assessment, or any increase in any tax or assessment, levied on
the Premises, but Lessee shall have no right to direct Lessor not
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to pay any tax or assessment before it becomes delinquent pending
final determination of any such protest or contest.
Lessee shall pay before delinquency all taxes,
assessments, license fees and other charges that are levied and
assessed against Lessee's personal property installed or located
in or on the Premises and that become payable during the term.
Upon demand of Lessor, Lessee shall furnish Lessor with satisfac-
tory evidence of these payments.
Utilities
Section 5. 02. Lessee shall pay, in addition to the
rents above specified, all gas, electricity and any and all other
utility charges levied, taxed or charged against the Premises
during the term of this Lease. Lessor shall have no obligation
to provide or make available utility services of any nature.
ARTICLE 6. IMPROVEMENTS AND REPAIRS
Mechanics' Liens
Section 6.01. Lessee shall not suffer or permit any
mechanics' liens or materialmen's liens to be filed against the
Premises nor against Lessee's leasehold interest in the
Premises. Lessor shall have the right at all reasonable times to
post and keep posted on the Premises such reasonable notices
which it deems necessary for protection from such liens. If any
such liens are so filed Lessor, at its election, may pay and
satisfy the same and, in such event, the sums so paid by Lessor,
with interest at the maximum rate an individual is permitted by
law to charge per annum from the date of payment, shall be deemed
12
• (•
to be an additional lease payment due and payable by Lessee at
once without notice or demand.
Maintenance and Repairs By Lessee
Section 6.02. Lessee shall, at its own cost and
expense, maintain the Premises so that at all times the Premises
and appurtenances thereto shall be in good order, condition and
repair. Lessee shall have the right during the term of this
Lease to make improvements to the Premises, however, the plans
and specification of such improvements must receive the prior
written approval of Lessor, which approval shall not be
unreasonably withheld.. Notwithstanding the foregoing, Lessee may
make minor alterations to the Premises without Lessor's prior
consent, provided same would not require a building permit and/or
place Lessor in default pursuant to the terms of the Master
Lease.
Should the Premises or any building or improvement thereon
be damaged or destroyed during the term of this Lease, Lessee
shall, subject to the provisions of this Section, at its own
cost, forthwith rebuild, restore and reconstruct the same to
substantially the condition in which the same existed immediately
prior to such damage or destruction, and all insurance proceeds
received by Lessor or Lessee or both of them on account thereof
shall be used, in full, to defray such costs.
All alterations, improvements, or changes to the Premises
shall become the property of Lessor and shall remain upon and be
surrendered with the Premises at the end of the term or Extended
13
(' 41111
( •
Term of this Lease free and clear of all encumbrances of any kind
or nature. At the end of the term of this Lease Lessor shall
have the right to require Lessee to remove all personal property
of Lessee. With the written consent of Lessor, Lessee shall have
the right to leave its personal property on the Premises. If
Lessee's personal property is left on the Premises without the
written consent of Lessor the title to such personal property
shall automatically transfer to Lessor at the end of the term or
Extended Term of this Lease. Lessee hereby agrees to hold Lessor
harmless for the retention or disposition of such property.
Right of Inspection
i Section 6.04. Lessor or any duly authorized agents of
Lessor shall have the right at all reasonable times to inspect
the Premises during normal business hours upon giving prior
notice to Lessee. Lessee shall not modify, replace, install, or
otherwise change in any manner a locking mechanism, security
device or the key or combination associated therewith without the
prior written consent of Lessor. Lessee acknowledges that this
provision is necessary in order that Lessor may adequately
maintain Lessor's ability to enter the Premises. The provisions
of this Section are not in limitation of any other rights of
Lessor as provided within this Lease.
Condemnation
Section 6.05. If title to the entirety of the Premises
is taken for any public or quasi-public use under any statute or
by right of eminent domain, or other governmental authority of a
14
similar nature, or if so much of the Premises is taken as will
render impractical the use of the remainder of the Premises for
the use and purpose for which the Premises are leased, this Lease
shall terminate on the date that the Premises are so taken. The
damages awarded for the taking of the Premises shall belong to
Lessor and Lessee shall make no claim for the value of the
unexpired term hereof; provided, Lessee shall be entitled to have
paid and allowed to Lessee out of such an award an amount equal
to Lessee's undepreciated cost on a "straight-line" basis
of constructing any improvements on the Premises.
In the event of a partial taking, the rental amount
contained within Section 4 . 01 herein shall be reduced in a direct
ratio as the portion taken bears to the whole of the area of the
Premises; provided however, should the portion so taken render
impractical the use of the remainder of the Premises for the
contemplated use thereof, then all rents shall cease and this
Lease shall be deemed terminated.
If any part of the Premises shall be so taken and the
remaining part of the Premises shall be reasonably suited for
Lessee's continued occupancy for the purpose and uses for which
the Premises are leased, this Lease shall, as to the part so
taken, terminate as of the date that possession of such part is
taken, while continuing in effect for the remainder of the
Premises; if such partial taking shall cause any damage or injury
to any buildings or improvements on the Premises or necessitate
the relocation thereof, the awards of such condemnation shall be
15
applied to the cost of reconstruction or relocation of Lessee's
facilities and the balance of such award shall be paid to Lessor.
A voluntary sale by Lessor to any body having power of
eminent domain, either under threat of condemnation or while
condemnation proceedings are pending, shall be deemed a taking by
eminent domain for the purposes of this article.
ARTICLE 7. INSURANCE AND INDEMNIFICATION
Duty of Lessee to Provide Liability Insurance
Section 7. 01. Lessee agrees to, and shall, during the
term of this Lease, secure from a good, responsible company or
companies doing insurance business in the State of California and
maintain during the term of this lease public liability insurance
for the joint and several protection and indemnity of Lessor,
Lessee and the City of Redding, with limits for bodily injury or
death of not less than two hundred and fifty thousand dollars
($250, 000.00) per person, and one million dollars ($1,000,000. 00)
per occurrence in case of injury or death to more than one person
in the same accident and/or property damage. Lessee further
agrees to secure and maintain at its sole expense insurance
covering fire and special form (excluding earthquake and flood) ,
naming Lessee, Lessor and the City of Redding as additional
insureds as their interest may appear; said insurance shall be
maintained at all times during the term of this Lease in an
amount equal to 90% of the present day replacement cost of the
improvements, and said amount of insurance coverage shall be
adjusted on each renewal, or at least every year, whichever
16
( III ( •
occurs first, in keeping with the then current building cost.
The proceeds of the aforementioned fire and special form
(excluding earthquake and flood) insurance shall be used
exclusively for restoration of the Premises unless this Lease is
terminated, in which case said proceeds shall be the property of
and paid to Lessor. Lessor shall further secure and maintain
pollution liability insurance in such form and with such limits
as may be required by governmental or quasi-governmental rules
and/or regulations; such policy shall name Lessor, Lessee and the
City of Redding as additional insureds.
Indemnification of Lessor
Section 7. 02. Lessee agrees to hold Lessor harmless
from and defend Lessor against any and all claims or liability
for any injury or damage to any persons or property whatsoever
occurring in, on, or about the Premises which is in any part or
in whole caused by the act, negligence or fault of, or omission
of any duty of Lessee, its agents, servants, or employees.
Exculpation of Lessor
Section 7.03. Lessor shall not be liable to Lessee for
any injury or damage within the leased Premises which results to
any person or the personal property of Lessee, or any other
person, by or from any cause whatsoever, unless caused by the
gross negligence or willful misconduct of Lessor.
ARTICLE 8. DEFAULT
Acts of Default Defined
Section 8.01. The occurrence of any of the following
shall be deemed a default by Lessee:
17
(a) Lslof the Premises for any • other than as
authorized in this Lease.
(b) Failure of Lessee to conduct a fixed base
operation on the Premises pursuant to the then existing standards
of the City of Redding, or any act or omission on the part of
Lessee which would place Lessor in default with respect to the
Master Lease.
(c) Failure to pay the rent herein reserved or any
other sums owing when due, if such failure shall continue for a
•
period of ten (10) days subsequent to Lessor's notice.
(d) Failure by Lessee to observe, keep and perform any
of the terms, conditions, agreements and provisions contained in
this Lease or in the Master Lease, if such failure shall continue
for a period of ten (10) days subsequent to Lessor's notice.
(e) The abandonment of the Premises by Lessee without
rental payment; the filing of either voluntary or involuntary
proceedings by or against Lessee in the bankruptcy court; the
making by Lessee of a general assignment for the benefit of
creditors; the taking by Lessee of the benefit of any insolvency
act or law; the appointment of a permanent receiver or trustee in
bankruptcy for Lessee's property; the appointment of a temporary
receiver which is not vacated or set aside within ninety (90)
days from the date of such appointment.
Lessor's Remedies in Event of Default
Section 8. 02. Lessor shall have the following remedies
if Lessee commits a default. These remedies are not exclusive;
18
I . ( •
they are cumulative in addition to any remedies now or later
allowed by law:
(a) At any time during the term of this Lease, Lessor
can continue the Lease in full force and effect and the Lease
will continue in effect, as long as Lessor does not terminate
Lessee's right to possession, and Lessor shall have the right to
collect rent when due. During the period Lessee is in default,
Lessor can enter the Premises and relet them, or any part of
them, to third parties for Lessee's account. Lessee shall be
liable immediately to Lessor for all costs Lessor incurs in
reletting the Premises including, without limitation, broker's or
realtor's commissions and like costs. Reletting can be for a
period shorter or longer than the remaining term of this Lease.
Lessee shall pay to Lessor the rent due under this Lease on the
date the rent is due, less the rent Lessor received from any
reletting. In no event shall Lessee be entitled to any excess
rent received by Lessor. No act by Lessor allowed by this
paragraph shall terminate this Lease unless Lessor notifies
Lessee that Lessor elects to terminate this Lease. After
Lessee's default and for as long as Lessor does not terminate
Lessee's right to possession of the Premises, if Lessee obtains
Lessor's prior written consent, Lessee shall have the right to
assign or sublet its interest in this Lease, but Lessee shall not
be released from liability; Lessor's consent to a proposed
assignment or subletting shall not be unreasonably withheld.
19
• C •
Notwithstanding the foregoing, should the conduct of
Lessee cause Lessor to become in default pursuant to the terms of
the Master Lease, Lessor may enter. the Premises and cure such
default by whatever means are reasonably necessary in order to
protect Lessor's interests under the Master Lease including, but
not limited to, the establishment and conducting of a fixed base
operation.
(b) Commencing upon the date of execution of this
Lease and continuing until November 30, 1995, should Lessee
default in any of its obligations hereunder, or fail to perform
as herein provided, or should Lessee cause an act or omission
which causes Lessor to become in default pursuant to the Master
Lease, this Lease shall terminate and Lessor's sole remedy for
Lessee's breach shall be to terminate this Lease and recover from
Lessee the sum of $500,000.00 as liquidated damages.
THE LIQUIDATED DAMAGES REFERRED TO ABOVE SHALL BE
DEEMED TO BE LESSOR'S SOLE AND EXCLUSIVE REMEDY IN DAMAGES
PURSUANT TO THIS SECTION 8.02 (b) . THE PARTIES AGREE THAT THIS IS
A REASONABLE SUM CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON
THE DATE OF THIS LEASE, INCLUDING THE RELATIONSHIP OF THE SUM TO
THE RANGE OF HARM TO LESSOR THAT REASONABLY COULD BE ANTICIPATED
IN THE EVENT LESSEE SHOULD FAIL TO LAWFULLY AND WITHOUT DEFAULT
OCCUPY THE PREMISES THROUGH THE TERM OF THIS LEASE, THE LOSS OF
BUSINESS OPPORTUNITIES TO LESSOR, AND THE ANTICIPATION THAT
PROVING ACTUAL DAMAGES WOULD BE COSTLY, IMPRACTICAL AND EXTREMELY
DIFFICULT. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED
20
111
: ...aj,: Li " SIES ZASCO NAPA_ 224-3( • •. _ .PAGE.BP .....i.:.:7,-,f. s _
iii. BELOW, EACH VARTY AGREES TO THE LIQUIDATED DAMAGE PROVISIONS
•
CONTAINED HEREIN, AND CONFIRMS THE ACCURACY OF THE STATE NT'S .
MADE ABOVE AND THE TACT THAT EACH PARTY WAS REPRESENTED BY -
•
coUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES
PROVISION AT THE TIME THIS LEASE WAS MADE.
Lessor _ : . &
LOsi�O .
IN ADDIT'ION TO THE FOREGOING, THE PROVISIONS OF THIS
•L• LIQUIDATED DAMAGES SECTION SHALL BECOME IN EFFECT AND THE AMOUNT
ABOVE STATED SHALL BECOME IPO EDIATLLY DUE AND PAYABLE IN THE . •
EVENT OF A DEFAULT BY LESSEE IN THE TERMS OF THAT CERTAIN
\,E',s • COVENANT NOT TO COMPETE WHICH WAS ENTERED INTO BETWEEN LESSEE AND
•- AN1ONIORoDRIGVEZ, DATED OCTOBER So, ZBS°,
ionvimassaintaaatissamt '7:::-,...
SNIT - RAS. THIS REFERENCE IS MADE TO SUCH AGREEMENTS _,
IN ORDER TO PROVIDE A DESCRIPTION OF THE PARTIES THERETO AND THE ,
RIGHTS AND OBLIGATIONS OF ANTONIO RODRIGUEE AND/OR SHASTA
• ENTERPRISES AS HIS DESIGNEE IN THE EVENT OF A DEFAULT THEREUNDER.
UPON THE OCCURRENCE OF THE FOREGOING, LESSOR KAY .
•
ENFORCE ITS RIGHTS TO SUCH LIQUIDATED DAMAGES AND MAY COLLECT
SUCH LIQUIDATED DAMAGES FROM LESSEE BY MAKING WRITTEN DEMAND ON
LESSEE THEREFOR. IN THE EVENT LESSEE FAILS TO COOPERATE IN
i •
PAYMENT OP SUCH LIQUIDATED' DAMAGES TO LESSOR, LESSEE SHALL SE
i • LIABLE TO LESSOR FOR REASONABLE ATTORNEY'S TEES AND RELATED
, EXPENSES RESUMING FROM LESSOR'S COLLECTION ACTIVITIES.
I • 21 •
i ' OCT 25 ' 90 18: 39 IASCO NAPA 224-3609._ PAGE . 03 •
•• . F: ... : ../7,",1-I e,-: ,; • . - -./. .. .. • . '.
h
:t:.. BELOW, Exon rAATY AaRiss TO THE LIQUXDATFD DAMAvE PROVIOXoNs
I • 1; '' 0O TAZNB0 STREIN, AND CONFIRMF TUX ACCVRACY or Tut BThTEKENTS :.
' )(ADE ROOM AND THE TACT THAT EACH PARTY WAS RLPREmmHTED 11Y . -
F .
OoUNBEL WHO SX?IJ INED THIS CONSEQUENCES or THIS LZQViDATED DAMAGES
pRovaotoN AT THE TIME Oxro L OE WAS NADR. '
Idiotic, ,(21=1P ...,........ .
;% ) IN ADDITION TO VIE KOREGQING, THE PAoYIiIONB OP THIS .
F • ' ,r,` . • 't,iQUXDAT'ZO DAXAaa1 SECTION SHALL 4EOOME •1K Enact AND THE AmoUttr .
•• " ' •. Alloy's aTATZD !MALL StoOM,E ZWDdEDIATELY DUE MD ?AXADLE IN TtiZ +.
. • • •' 'VENT Or A DEFAVIR SY t,EeAss IN .THE TEAKS OP 'FEAT OERTAYAI
y ,,Ns. • OQVENANT KOT f�'0 COMPETt milGK WAd titISRED ZNTQ BE7'i9ZBN LUSLE AND _
1. '' 0"- , Y ANTONIO gODRlGVSE, DATED OC3'ODF.R SO, i!i
1 .
• R i. TH1! RIFXRENCE IS SIDE TO SUCH AGREE NTS
' .' IN ORDZA 4O PROVIDE A DXSL''RSPDZON OF TEE PARTXEE THERETO AND THE
• •.' ' • mGHTB AND OBLIGATIONS 0P ANTONIO 10DRICU2Z AND/OR SHASTA
UNTSRPRYsai Al lata pieIQNBE EN THE IV= or A Dan= THFREW4DZR.
' • VPON THE DQCURRI 04 OP TM! fOREGOIHQ, LEoan MAY
,
{ •$NFORCE ITN RIGHTS TG SUCK LIQUIDATED DAMAGE' AND MAY C`OLLSOT
1 • OUCH LIQUIDATED DAMQTa PPM LESSEE ØY WING WAITTIN 1=NAND ON . .
•• iieeSES' TNEMfOR. lit TUX XV1NT A$UBEE TAM '10 COOPERATE IN .
PAYKZNT Or SUCH LIQUIDATED' OAXA086 To izS$oR, LEBBEI EXAM DE
• ' LIABLE TO LISSoR POR REANDNAOLE ATTORNEY'S FEES AND RELATED
'EXPENSES AgBUL1IXNG PROM LEesoR'1 COLLZCTIOH ACTZVITXUU. •
.
• 01 •' '
(!
Subsequent to November 30, 1995, this Section 8.02 (b)
shall be of no further force or effect.
(c) Subsequent to November 30, 1995, Lessor's remedies
in the event of Lessee's default shall be determined as follows:
Lessor can terminate Lessee's right to possession of
the Premises at any time. No act by Lessor other than giving
notice to Lessee shall terminate this Lease. Acts of mainten-
ance, efforts to relet the Premises, or the appointment of a
receiver on Lessor's initiative to protect Lessor's interest
under this Lease shall not constitute a termination of Lessee's
right to possession. Upon termination, Lessor has the right to
recover from Lessee:
(1) The worth, at the time of the award, of the
unpaid rent that had been earned at the time of termination of
this Lease;
(2) The worth, at the time of the award, of the
amount by which the unpaid rent that would have been earned after
the date of termination of this Lease until the time of award
exceeds the amount of the loss of rent that Lessee proves could
have been reasonably avoided;
(3) The worth, at the time of the award, of the
amount by which the unpaid rent for the balance of the term after
the time of award exceeds the amount of the loss of rent that
Lessee proves could have been reasonably avoided; and
22
. ( i (•
(4) Any other amount and court costs necessary to
compensate Lessor for all detriment proximately caused by
Lessee's default.
"The worth, at the time of award, " as used in (1) and
(2) of this subsection (b) , is to be computed by allowing
interest at the maximum rate an individual is permitted by law to
charge. "The worth, at the time of award, " as used in (3) of
this subsection (b) , is to be computed by discounting such amount
at the discount rate of the Federal Reserve Bank of San Francisco
at the time of award plus one (1) percent.
This Section shall not be in limitation of Lessor's
remedies as contained within Section 8.02 (a) herein.
(d) At any time during this Lease, rent not paid when
due shall bear interest at the maximum rate an individual is
permitted by law to charge.
(e) If at any time during this Lease Lessee shall
commit a default, Lessor may cure the default at Lessee's cost.
If Lessor at any time, by reason of Lessee's default, pays any
sum or does any act that requires the payment of any sum, the sum
paid by Lessor shall be due immediately from Lessee to Lessor at
the time the sum is paid and, if paid at a later date, shall bear
interest at the maximum rate an individual is permitted by law to
charge from the date the sum is paid by Lessor until Lessor is
reimbursed by Lessee. The sum, together with interest on it,
shall be additional rent.
23
Delay or Omission Not A Waiver
Section 8. 03. No delay or omission in the exercise of
any right or remedy of Lessor on any default by Lessee shall
impair such a right or remedy or be construed as a waiver.
The receipt and acceptance by Lessor of delinquent rent
shall not constitute a waiver of any other default; it shall
constitute only a waiver of timely payment for the particular
rent payment involved.
No act or conduct other than a notice from Lessor to
Lessee shall constitute acceptance of the surrender of the
Premises and accomplish a termination of this Lease.
Lessor's consent to or approval of any act by Lessee
requiring Lessor's consent or approval shall not be deemed to
waive or render unnecessary Lessor's consent to or approval of
any subsequent act by Lessee.
Any waiver by Lessor of any default shall not be a
waiver of any other default concerning the same or any other
provision of this Lease.
ARTICLE 9. GENERAL PROVISIONS
Lessee's Certification
Section 9.01. Lessee shall at any time and from time
to time, upon not less than ten (10) days' prior written request
by Lessor, execute, acknowledge and deliver to Lessor a statement
in writing certifying that this Lease is unmodified and in full
force and effect (or if there have been modifications, that the
same is in full force and effect as modified and stating the
24
'r • • I • •
modifications) and, if so, the dates to which the fixed rent and
any other charges have been paid in advance, it being intended
that any such statement delivered pursuant to this Section may be
relied upon by any prospective purchaser or encumbrancer of the
Premises.
Covenants
Section 9. 02 . It is mutually agreed that the letting
hereunder is made subject to the terms, covenants and conditions
of this Lease and that Lessee covenants as a material part of the
consideration for this Lease to keep and perform each and all of
said terms, covenants, and conditions by Lessee to be kept or
performed and that this Lease is made upon the condition of such
performance. All provisions, whether covenants or conditions, on
part of Lessee shall be deemed to be both covenants and
conditions.
Time of Essence
Section 9.03 . Time is of the essence in the perform-
ance of each of the provisions of this Lease.
Attorney's Fees
Section 9.04. In the event of commencement of suit in
order to enforce the terms and conditions of this Lease the
prevailing party shall be entitled to reasonable attorney's fees
and costs of suit.
Notices
Section 9.05. Any notices, demands, or communication
under, or in connection with this Lease may be served upon Lessor
25
• ( . l 40
by personal service, or by mailing the same by registered or'
certified mail in the United States Post Office, postage prepaid,
and directed to Lessor at 400 Redcliff Drive, Redding,
California, 96002, and may likewise be served upon Lessee by
personal service or by so mailing by registered or certified mail
and directed to Lessee at 950 Tower Road, Foster City,
California, 94404, ATTN: Executive Vice President; either Lessor
or Lessee may change such address by notifying the other party in
writing as to such new address as Lessee or Lessor may desire
used and which address shall continue as the address until
further written notice.
Sole Agreement
Section 9.06. This instrument contains all of the
agreements and conditions made between the parties to this Lease
and may not be modified orally or in any other manner than by an
agreement in writing signed by all the parties to this Lease or
their respective successors in interest.
Agency
Section 9.07. Nothing contained in this Lease shall be
deemed or construed by the parties hereto or by any third person
to create the relationship of principal and agent or of partner-
ship or of joint venture or of any other association other than
Lessor and Lessee.
26
( (•
Interpretation
Section 9. 08. This Lease shall be construed and
interpreted in accordance with the laws of the State of
California.
Severability
Section 9. 09. The unenforceability, invalidity or
illegality of any provision of this Lease shall not render the
other provisions unenforceable, invalid or illegal.
Paragraph Headings
Section 9. 10. Paragraph headings are for convenience
only and are not to be construed as defining, limiting or
amplifying the provisions hereof.
Binding Nature of Agreement
Section 9. 11. This Lease shall extend to and be
binding upon and inure to the benefit of the heirs, executors,
administrators, successors and assigns of the respective parties
hereto.
Option To Purchase
Section 9.12.
(a) Txercise of Option. Provided Lessee is not in
default under this Lease, Lessee shall have an option to purchase
the Premises at any time during the first eighteen (18) months of
the lease term. Lessee shall provide prior written notice of the
option to Lessor during the option period. In order to exercise
said option, Lessee must have complied with all of the term of
the Lease and the monthly lease payments must be current through
27
and including the close of escrow. Should Lessee fail to •
• • exercise its option in accordance with the terms and conditions
herein, this option and the rights of Lessee to purchase shall
automatically and immediately terminate without notice. This
option to purchase may not be sold, assigned, or otherwise -
conveyed by Lessee to any other person(s) , association, or - .: ,
entity, of whatever nature..
In the event Lessee exercises such option, the parties
- ' ',agree to enter into• a purchase and sale agreement for the .
'Premises, which agreement shall incorporate the terms of this
.
Section as well as such other terms which are ordinary and • .
customary.. • _ . . . .. • • '
I Purchase Price - •- • ti EA n .
C.
. 1.; (b) payment of Purchase Price. The purchase price .�
five fifty .
shall be the sum of one million hundred^thousand dollars- 4PT Ate .
: . 1,550,000.00
. ' ($g ) all cash net to Lessor. The security deposit 'in ` -
nineteen seven twenty-five 19,725.00
1 the sum of tortazttpct.mx thousand ISEIK hundred dollars ($22 8 1 • •.
five .
: t shall be applied to the purchase price of one million tour. ' ...- ...
fifty 1,550,000.00
• hundred^thousand dollars ($2 ) if the option to .
purchase is exercised as herein provided. Payment of the •.'
•
purchase price by Lessee shall be in cash or by certified or
cashier's check payable to Lessor. The conveyance of the real
• property by Lessor shall be by grant deed and in form for
recording and shall convey good and marketable fee title to the
Premises as evidenced by a standard form CLTA title insurance .
policy in the full amount of the purchase price, subject to such
28 _
•
•
OCT 25 '90 18:40 IASCO NAPA 224-3609 rHut •"" P. 4
FROM 12.26. 1987 16151
• '`gy p.iy.•`��v.Y��y.�}).r I -..•
.1Y, .
. and including the close of escrow. should Lessee fail. to
• exercise its option in accordance with the terms and conditions
herein, this option and the rights of Leasee to purchase shall
automatically and immediately terminate without notice. This
• option' to purchase may not be sold, assigned, or otherwise •'
conveyed by Lessee to any other person(s) , association, or
entity, of whatever nature.. • . . • ,
• . .. In the event Lessee exercises such option, the parties
J
agree to enter into a purchase and sale agreement for the •
,
. . : • Premises, erhioh agreement shall incorporate the farms of this
, • '• ,
• .Section as well as such other terms which are ordinary end. •
•
. . :.l' customary., r . • .i .. ..f.i
e : _ Purchase Price
.t:^•' ,. .. ,,�. • (b) 'payment of P1 rchasa _.Price. The purchase price
five fifty Y. '.
be the sum of one million Itccxic hundred^thousand dollars'`s N
: '. 1,550,000.00 r'
• ;($grpt A9021) all, cash net. to Lessor. . The security deposit In .+
419 725.00
• . • nineteen seven twenty=give � '
. the sum of totaxttsectorot thousand lac bundre Y dollars (SYa ax:oo4
five, •t•
shell be applied to the purchase price of one million :
• ` •
liens and encumbrances as may be approved by Lessee (and which
are removable by Lessor) and subject to all matters of record.
(c) Fscrow. In the event Lessee shall provide the
specified notice of Lessee's option to purchase, Lessee shall,
and hereby covenants and agrees to, complete such purchase upon
the terms herein indicated. Upon Lessor's receipt of the option
notice, the parties shall, within seven (7) business days, open
an escrow at Ticor Title Insurance and Trust Company, Redding,
California for the consummation of the sale transaction. Said
escrow shall be on the terms provided in this Section and escrow
shall close in sixty (60) days. Lessor and Lessee shall equally
share the cost of said escrow, transfer stamps to be paid by
Lessor, title insurance to be paid by Lessee and all other
expenses shall be shared equally between Lessor and Lessee.
Lessee shall receive from said escrow and at the close thereof a
standard owner's policy of title insurance in the sum of the
purchase price.
(d) Lessor's Riaht To Sell. Notwithstanding the right
and option granted to Lessee by this Section, Lessor shall have
the right, at any time prior to service by Lessee of the notice
of Lessee's intention to exercise the option, to sell the
Premises to any person, provided that such sale is made expressly
subject to this lease and the rights of Lessee hereunder, and
provided that should any such sale be made, or a contract for the
making of such a sale be entered into, Lessor shall notify Lessee
promptly in writing of the fact, giving the name and address of
29
the buyer in order that Lessee may communicate with such buyer or
take such other steps, by formal notice or otherwise, as Lessee
may deem necessary to protect its interest hereunder.
(e) IRC 1031 EXCHANGE. At Lessor's written request,
Lessee agrees to cooperate with Lessor, at no cost to Lessee, as
may reasonably be necessary for Lessor to effect an IRC 1031
Exchange.
Underground Storage Tanks: Maintenance and/or Modification
Section 9. 13. In addition to the requirements of
Lessee pursuant to Section 6. 02 herein, Lessee shall preform
routine maintenance and monitoring of the underground storage
tanks and related equipment. Notwithstanding the foregoing,
during the term of this Lease Lessor shall, at Lessor's cost,
take such steps as are reasonable and necessary in order to
modify and/or replace such tanks as may be required by the rules,
regulations of all federal, state and local governmental agencies
or authorities; in such event, Lessor may, in its reasonable
discretion, determine the size (so long as Lessor's determination
shall not unreasonably diminish the overall storage capacity) ,
specifications and method of construction and installation of
such modified and/or replaced underground tanks and pipeline.
Lessor shall use its best efforts to minimize any
disruption to Lessee's business during the performance of such
modifications or replacement.
Lessee shall be responsible for any spills, leaks or
damages caused by Lessee's willful misconduct or negligence and
30
•
•
shall indemnify and hold Lessor harmless from any costs,
expenses, penalties, fines and/or damages resulting therefrom.
In the event the underground storage tanks or pipeline
(exclusive of the above ground equipment) shall "leak" during the
term of this Lease, Lessor shall be responsibe and does indeminfy
and hold harmless Lessee and its affliates for any costs, fees
(including reasonable attorney's fees) , penalties, fines and/or
damages arising from or related to the containment or clean-up of
any leaking tank or pipeline, and the repair, modification or
replacement thereof, unless such leak shall be caused by the
willful acts or negligence of Lessee, its employees or agents,
and only to the extent that such event is not covered by Lessee's
pollution liability insurance or the limits of such policy have
been exceeded. In the event Lessor is required to modify and/or
replace the underground tanks, Lessor shall be entitled to
negotiate with the fuel supplier of Lessee regarding the
replacement and/or modification of the fuel tanks and/or
equipment and shall be entitled to receive any credits obtained
therefrom; provided, Lessee agrees that any such credits received
by Lessor shall not increase the supplier's cost to Lessee.
Lessee agrees that it will reasonably cooperate with Lessor
during the course of such negotiations, as well as during such
modification and/or replacement associated therewith.
Triple Net Lease
Section 9.13. All provisions of this Lease shall be
construed to the end that during the lease term Lessor shall not
31
. ( • ( •
be required to incur any costs or expenses or make any payments
with respect to the Premises except as expressly herein set
forth.
License Agreement
Section 9. 14 . Lessor and Lessee have entered into a
license agreement for the storage of Lessor's aircraft pursuant
to the terms and conditions contained within Exhibit C, which is
attached hereto and incorporated herein by reference.
Multiple Counterparts
Section 9. 15. This Lease may be executed in multiple
counterparts (or via facsimile) each of which, when taken
together, shall constitute an original.
Attornment
Section 9.16. Lessor agrees to reasonably cooperate
with Lessee with respect to Lessee's efforts to obtain an
attornment agreement with the City of Redding.
Exchange of Information
Section 9.17. Lessor agrees to promptly provide Lessee
with such information as may subsequently become available
regarding the terms of the Master Lease and any modifications
thereto.
Removal of Million Air Signs
Section 9.18. Lessor agrees to remove the Million Air
wall signs from the Premises within a reasonable period of time
following the commencement date of this Lease.
32
• C. •
Section 9. 19. This Lease and the Agreement for the
Sale of Certain Assets of All-Way Aviation dated October 20,
1990, as well as the Covenant Not to Compete of the same date,
are subject to Lessor's/Seller's review and approval, in its
discretion, of Lessee's/Buyer's financial statements and
financial condition, within three (3) working days of
Lessor's/Seller's execution of this Lease. In the event
Lessor/Seller shall elect not to consummate the above
transactions, any and all monies forwarded by Lessee/Buyer to
Lessor/Seller shall be returned to Lessee/Buyer with no further
obligation or liability to either party.
Execution
IN WITNESS WHEREOF, the parties hereto have executed
this lease as of the date and the year first hereinabove set
forth.
SHASTA ENTERPRISES
LESSOR
By ,� ��.
Its
INTERNATIONAL AIR SERVICE COMPANY, LTD.
LESSEE
By
Its
33
OCT 21 '90 (" IASCO NAPA 224-3609 ( Alk PAGE. 03
_ •
,FRQN 12.22. 1987 IOWP. 13
Section 9.19. This Lease and the Agreement for the
Sale of Certain Assets of All-Way* Aviation dated October 20,
1990, as well as the Covenant Not to Compete of the same date,
are subject to Lessor's/$eller's review and approval, in its
discretion, of Lessee's/Buyer'1 financial statements And
financial condition, within three (3) working days of
Lessor's/Seller's execution of this Lease. In the event
Lessor/Seller shall elect not to consummate the above
transactions, any and all monies forwarded by Leasee/Buyer to
Lessor/Seller shall be returned to Lessee/Buyer with no further
obligation or liability to either party.
Execution
IN WITNESS WHEREOF, the parties hereto have executed
this lease as of the data and the year first hereinabove set
forth.
SHASTA ENTERPRISES
LESSOR
By . _..—
Its 401P - A' -or
- -
INTERNATIONAL AIR SERVICE COMPANY, LTD.
LESSEE
By 41 .
Its -+ur Q(<64,P14---
33
( • ( •
•
EXHIBIT "C"
AIRCRAFT HANGAR SPACE LICENSE AGREEMENT
International Air Service Company, Ltd. , ("Lessee") hereby
grants to Shasta Enterprises ("Lessor") a nonexclusive license
for the use of hangar space upon the real property leased by
Lessor to Lessee (hereinafter the "Premises) for the term of the
lease of the Premises or any extension thereof. The Premises
shall be provided at no cost to Lessor.
The Premises are licensed for the storage of one
Aerospatiale A-Star Helicopter (the "Aircraft") and for no other
use without the prior written consent of Lessee. Lessor may not
conduct business from or allow aircraft maintenance for the
Aircraft to be performed (by other than Lessee) on the licensed
Premises. The premises are for the common use of Lessee and its
licensees during such operating hours of business as Lessee shall
in it sole discretion determine and no exclusive use of all or a
part of the Premises is granted herewith.
Lessor understands, acknowledges and agrees that the
Aircraft shall be hangared in common with the aircraft of other
licensees of Lessee and that Lessor shall fully cooperate with
Lessee to permit the relocation of the Aircraft to other portions
of the hangar facility in order to facilitate the management of
all of the collective aircraft located within the hangar. Due to
limited space in the hangar, no particular area inside the hangar
shall be specifically designated as available for the Aircraft
and the Aircraft may be appurtenant to other aircraft owned,
operated or maintained by Lessee or Lessee's other licensees.
All of the aircraft located in the hangar facility may, to the
extent that their extremities overlap, occupy the same space.
Lessee shall have the right to temporarily remove the Aircraft
from the hangar, without Lessor's prior consent, at such times as
shall be necessary in order that Lessee may conduct Lessee's
business.
In the event Lessor desires to move the Aircraft, Lessor
shall give reasonable prior notice to Lessee. Lessee shall
promptly make arrangements for removing the Aircraft from the
hangar for use by Lessor. Lessor further agrees to indemnify and
hold harmless Lessee and it employees, officers, representatives,
agents and affiliates from and defend against any and all claims,
liabilities, damages, costs and expenses, including reasonable
attorney's fees arising from any use or operation necessary to
move or remove the Aircraft to and from the hangar or storage
thereof, except that which is caused by the willful acts or
negligence of Lessee.
In the event Lessee shall exercise its purchase option as
contained within the Lease, this license shall continue with no
monthly fee until such time as Lessee, in its sole discretion,
shall determine that there exists an absence of excess hangar
space and, in such event, Lessor shall be required to pay a
monthly fee equal to sixty (60) percent of the retail hangar
rate, plus actual removal and replacement time at Lessee's cost.
At any time subsequent to Lessee's having exercised its
purchase option as contained within the Lease, Lessee may
terminate this license upon eighteen (18) months prior notice.
The terms hereof shall be governed by and construed in
accordance with California law.
The parties agree that the agreement may be extended by
facsimile transmission and in counterpart which taken together
shall constitute one original agreement.
IN WITNESS WHEREOF, the parties have executed this License
Agreement on the 20th day of October, 1990.
"Licensor"
INTERNATIONAL AIR SERVICE COMPANY, LTD.
By
Its
"Licensee"
SHASTA ENTERPRISES
Titl .
1
OCT Z1 '50 5: 06 1145C0 NAPA ZP4-3505 PAGE . 04
ERON .
. 12.22.19$T ( • 0.111
The terms hereof shall be governed by and construed in
accordance with California law.
The parties egrets that the agreement may be extended by
facsimile transmission and in counterpart which taken together
shall constitute one original agreement.
IN WITNESS WHEREOF, the parties have executed this License
Agreement on the 20th day of October, 1990.
"Licensor"
INTERNATIONAL AIR SERVICE COMPANY, I,TTD.
Its Sy--4.
"Licensee"
SHASTA ENTERPRISES
B , .r
Tit). .,r/. •
/.. .. .
E
•
i
110
NON-DISTURBANCE AND ATTORNMENT AGREEMENT
This Agreement is entered into as of the 27th day of
November, 1990, by and between the CITY OF REDDING, a Municipal
corporation (the "City") , and INTERNATIONAL AIR SERVICE COMPANY,
LTD. , a California corporation (the "Tenant") .
WITNESSETH
WHEREAS, Tenant has entered into that certain LEASE dated as
of October 20, 1990 (the "Lease") by and between SHASTA
ENTERPRISES, a California general partnership ("Shasta") , as
lessor, and Tenant, as lessee, covering certain buildings and
improvements located on certain ground area at the Redding
Municipal Airport, County of Shasta, California (the "Premises")
more specifically described in the Master Lease (as defined
below) ;
WHEREAS, the Premises are located on the ground area leased
by Shasta, as assignee, under those certain Lease Agreements each
dated November 5, 1979, as amended by that certain Modification
of Lease dated March 17, 1986, as from time to time assigned and
hereinafter collectively referred to as the "Master Lease" ; and
WHEREAS, Tenant has requested City agree not to disturb
Tenant's possessory rights in the Premises in the event City
should have the right to terminate the Master Lease and reenter
the Premises, provided that Tenant is not in default under the
•
Master Lease.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
1. In the event City shall have the right to terminate the
Master Lease and reenter the Premises, then so long as
Tenant is not in default under any of the terms,
covenants, or conditions of the Master Lease beyond any
applicable grace period, the Master Lease shall
continue in full force and effect as a direct lease
between the City or any succeeding owner of the
Premises and Tenant for the balance of the term of the
Lease or any extension thereof, upon and subject to all
the terms, covenants and conditions of the Master
Lease. Tenant hereby agrees to be bound by and perform
all of the obligations imposed by the Master Lease for
the term of the Lease or any extension thereof, and
City or any such successor owner of the Premises will
1
111
4
r. R
not disturb the possession of Tenant, and will be bound
by all of the obligations imposed by the Master Lease
for the term of the Lease or any extension thereof;
provided, however, that the City or any such successor
owner of the Premises shall not be:
(a) liable for any act or omission of Shasta; or
(b) subject to any offsets or defenses which Tenant
might have against Shasta; or
(c) bound by any rent or additional rent which Tenant
might have paid for more than the current month to
Shasta.
2 . This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective
successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed this Non-
Disturbance and Attornment Agreement as of this 27 day of
November, 1990.
CITY OF REDDING
By:
Its:
INTERNATIONAL AIR SERVICE COMPANY, LTD.
By: C Lam'
Its: c-7V,
2