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HomeMy WebLinkAboutL - 128 - Sheriff Air Support Unit at FAT.pdf 1 LEASE AGREEMENT � 2 THIS LEASE AGREEMENT ("LEASE") is made and entered into this -z day of 3 A2,2s I , 2025, by and between FAT CA HOLDINGS, LLC, dba Atlantic Aviation - 4 FRESNO, 5007 E. Andersen Avenue, Fresno, CA 93727 ("LESSOR"), and the COUNTY OF FRESNO, 5 a political subdivision of the state of California, 333 W. Pontiac Way, Clovis, CA 93612 ("LESSEE"). 6 1. LEASED PREMISES- LESSOR hereby leases to LESSEE the location commonly known 7 as 5025 E. Andersen Avenue, Fresno, CA 93727, also identified as Building "H," consisting of 8 approximately four hundred fifty(450) square feet of office space and six thousand three hundred (6,300) 9 square feet of hangar space, and as a portion of Building 1," consisting of approximately one thousand 10 nine hundred and twenty(1920) square feet of additional hangar space, an adjoining parking space with 11 12 six (6) stalls, and an additional five (5) parking stalls, all as shown on Exhibit "A" attached hereto and 13 incorporated by this reference("Premises"). LESSEE's use of the parking areas included in the Premises 14 will be subject to any reasonable and nondiscriminatory rules and regulations LESSOR may adopt with 15 respect to parking areas that it deems appropriate. 16 2• TERM - The term of this LEASE shall be for a period of five (5) years, beginning July 1, 17 2024 through June 30, 2029. This LEASE can be terminated by either of the parties after June 30, 2026, 18 by the terminating party providing the other with ninety (90) days' prior written notice. 19 3. RENT/RENT INCREASE - LESSEE shall pay to LESSOR base rent (the "Base Rent") in 20 the amount of five thousand four hundred and five dollars and thirteen cents ($5,405.13) per month, 21 beginning on July 1, 2025. The Base Rent shall increase annually by three percent (3%) each July 1 22 thereafter during the term of this LEASE. The Base Rent shall be paid in advance on the first of each 23 month according to the following schedule: 24 Rent Amount Rent Term Rent Per Month Annual Rent 25 Rent Rate 7/1/2024 to 6/30/2025 $5,405.13 $64,861.52 26 Rent Increase 7/1/2025 to 6/30/2026 $5,567.28 $66,807.37 27 Rent Increase 7/1/2026 to 6/30/2027 $5,734.30 $68,811.59 28 Rent Increase 7/1/2027 to 6/30/2028 $5,906.33 $70,875.94 1 I Rent Increase I 7/1/2028 to 6/30/2029 I $6,084.70 I $73,002.22 2 3 On the Effective Date, LESSEE shall pay to LESSOR a security deposit equal to $5,405.13 to secure 4 LESSEE's performance under that Lease. LESSOR may apply such security deposit to satisfy whatever 5 damages, losses and/or expenses LESSOR may suffer or incur as a result of LESSEE's failure to pay 6 Rent or any other amount due under this Lease or LESSEE's breach of any of the other obligations set 7 forth in this Lease. If LESSOR uses or applies all or any portion of such security deposit, LESSEE must 8 within ten (10) days after written request therefor, deposit monies with LESSOR sufficient to restore the 9 security deposit to the full amount required by this Lease. LESSOR is not required to pay interest on the 10 security deposit and may commingle the security deposit with its other funds. The security deposit does 11 not excuse LESSEE from paying last month's Rent when it is due and payable. LESSOR shall return the 12 13 security deposit, less any amounts withheld to compensate LESSOR for any damages, losses and/or 14 expenses caused by LESSEE or LESSEE's breach of its obligations under this Lease, within sixty (60) 15 days of the expiration or termination of this Lease. 16 4. UTILITIES—LESSEE shall pay for all utilities, including water, sewage, garbage, gas, and 17 electricity, which will be billed by LESSOR to LESSEE each month and are additional Rent. LESSEE 18 shall also procure and pay for all telecommunication services that LESSEE requires in its use of the 19 Premises. 20 5. USE - LESSEE shall use the hangar space within the Premises only for the storage of 21 aircraft owned or controlled by LESSEE and set forth on Exhibit"B" attached hereto, or such substitute 22 aircraft as LESSEE shall notify LESSOR of in advance of storage on the Premises (the "Aircraft"), and 23 shall use the office space and parking spaces within the Premises only for activities conducted by the 24 County of Fresno Sheriffs Office. LESSEE agrees to comply with all applicable laws, ordinances and 25 regulations in connection with such use. 26 LESSEE has inspected the Premises, hereby accepts the Premises in its present as-is condition, 27 and acknowledges that the Premises are suitable for LESSEE's intended uses of hanger space for aircraft 28 and office space for its operations. 1 6. MAINTENANCE 2 A. LESSEE, at LESSEE's sole cost and expense, shall maintain and keep the Premises in 3 good order, condition, and repair and in a clean, neat and good sanitary condition, which includes the 4 removal of any birds or rodents as required by the Airport authority. Without limiting the foregoing, 5 LESSEE shall be responsible for janitorial service and supplies removal, LESSEE'S aircraft must be 6 washed on a wash rack approved by LESSOR, and LESSEE shall be responsible for non-capital 7 repairs and maintenance to the following with respect to the Premises: (1) floor covering and/or 8 raised flooring; (2) interior partitions; (3) interior lighting, doors and locks; (4) the interior side of 9 demising walls; (5) electronic, phone and data cabling and related equipment that is installed by or 10 for the benefit of LESSEE located in the Premises; (6) supplemental air conditioning units; (7) 11 12 alterations performed by or on behalf of LESSEE; and (8) all of LESSEE's furnishings, trade fixtures, 13 equipment and inventory. Prior to performing any maintenance or repairs, LESSEE shall give written 14 notice to LESSOR describing the necessary maintenance or repair. Upon receipt of such notice, 15 LESSOR may elect either to perform any such repair obligations, or require that LESSEE perform 16 such obligations by using contractors approved by LESSOR. All such work shall be performed at 17 LESSEE's expense, and in accordance with all applicable laws, regulations, and ordinances, 18 including building codes and Airport rules and regulations. LESSEE shall not permit mechanic's or 19 other liens to be placed upon the Premises or LESSEE's leasehold interest in connection with any 20 work or service done or purportedly done by or for the benefit of LESSEE. 21 B. LESSOR, at LESSOR's sole cost and expense, shall maintain and keep in good order, 22 condition and repair all exterior and structural maintenance of the Premises, including capital repair of 23 HVAC systems, plumbing systems, electrical systems, exterior lighting, including bulbs and ballasts, fire 24 sprinkler systems and alarms, mechanical systems, roof, fencing, parking lot, parking lot lighting, and 25 other common area maintenance. LESSOR is also solely responsible for the structural condition of the 26 buildings comprising the Premises, other than damage caused by LESSEE or its employees, agents, 27 contractors or invitees, and agrees that these buildings will be maintained in a condition reasonably 28 acceptable for the LESSEE'S intended use of the Premises. 1 In the event a repair that is LESSOR's obligation to make is necessary, and until such repair can 2 be completed the occupancy of the Premises by LESSEE is immediately and significantly impaired, 3 LESSOR shall verbally acknowledge LESSEE'S request to repair these issues, and shall provide onsite 4 response as soon as practicable after contact by LESSEE to initiate repairs or replace equipment to 5 restore the systems to full working order. LESSOR covenants that the portions of the Premises described 6 in this Section 6(B) shall be maintained in substantially the same condition as that existing at the 7 commencement of this LEASE. 8 7. FIRST RIGHT OF REFUSAL— If during the term of this LEASE, and provided LESSEE is 9 not then in breach of this LEASE, a hangar space is made available to LESSOR to sublease equaling a 10 minimum of ten thousand (10,000) square feet, LESSEE shall have the right of first refusal to sublease 11 12 the available space at the then prevailing market rental rate for such space. Following notification by 13 LESSOR that such hangar space has become available, LESSEE must accept such available hangar 14 space within thirty (30) days, or LESSEE will be deemed to have refused such available hangar space. 15 If LESSEE accepts such available hangar space within such thirty(30)day period, LESSOR and LESSEE 16 will amend this LEASE to include such additional space in the Premises, and the corresponding Rent 17 therefor. Any amendment shall be in compliance with California Government Code Section 25350.51. 18 8. COMPLIANCE WITH ALL LAWS — As to the Premises, LESSOR acknowledges public 19 funds are used for payments made by LESSEE under this LEASE and for "public works" projects. 20 Accordingly, if any work is undertaken at the Premises by or on behalf of LESSOR, it may be deemed a 21 "public works" project, and LESSOR shall comply with, and shall ensure compliance by all contractors 22 and subcontractors with, all applicable laws and regulations, including the payment of prevailing wages 23 pursuant to Section 1770 et. seq. of the Labor Code, and as described herein. 24 In accordance with Labor Code section 1770, et seq., the Director of the Department of Industrial 25 Relations of the State of California has determined the general prevailing wages rates and employer 26 payments for health and welfare pension, vacation, travel time and subsistence pay as provided for in 27 Section 1773.1, apprenticeship or other training programs authorized by Section 3093, and similar 28 purposes applicable to the work to be done. 1 Information pertaining to applicable Prevailing Wage Rates may be found on the website for the 2 State of California—Department of Industrial Relations: http://www.dir.ca.gov/opri/PWD/index.htm. 3 Information pertaining to applicable prevailing wage rates for apprentices may be found on the website for 4 the State of California—Department of Industrial Relations: 5 http://www.dir.ca.gov/oprl/pwappwage/PWAppWageStart.asp. 6 It shall be mandatory upon LESSOR, LESSOR'S contractor, and upon any subcontractor to pay 7 not less than the prevailing wage rates, including overtime and holiday rates, to all workers, laborers, or 8 mechanics employed on work completed to the Premises under this LEASE, including those workers 9 employed as apprentices. Further, CONTRACTOR and each subcontractor shall comply with Labor Code 10 sections 1777.5 and 1777.6 concerning the employment of apprentices. A copy of the above-mentioned 11 prevailing wage rates shall be posted by LESSOR at the job site for any work completed to the Premises 12 under this LEASE, where it will be available to any interested party. 13 LESSOR shall comply with Labor Code section 1775, and shall forfeit as a penalty to the County of 14 Fresno Two Hundred Dollars($200.00)for each calendar day or portions thereof, for each worker paid 15 less than the prevailing wage rates for the work or craft in which the worker is employed for any work done 16 under this LEASE by LESSOR, LESSOR'S contractor, or by any subcontractor under LESSOR in violation 17 of Labor Code section 1770, et seq. In addition to the penalty, the difference between the prevailing wage 18 rates and amount paid to each worker for each calendar day or portion thereof for which each worker was 19 paid less than the prevailing wage rate shall be paid to each worker by LESSOR, LESSOR'S contractor, or 20 subcontractor. 21 22 LESSOR, LESSOR'S contractor, and subcontractor shall keep an accurate record showing the 23 name, address, social security number, work classification, straight time and overtime hours worked each 24 day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other 25 employee employed by him or her in connection with any work completed to the Premises under this 26 LEASE. In accordance with Labor Code section 1776, each payroll record shall be certified and verified by 27 a written declaration under penalty of perjury stating that the information within the payroll record is true 28 and correct and that LESSOR, LESSOR'S contractor, or subcontractor have complied with the requirements of Labor Code sections 1771, 1811 and 1815 for any work performed by their employees on 1 the Premises under this LEASE. These records shall be open at all reasonable hours to inspection by 2 LESSEE, its officers and agents, and to the representatives of the State of California—Department of 3 Industrial Relations, including but not limited to the Division of Labor Standards Enforcement. 4 9. INDEPENDENT CONTRACTOR-The relationship between LESSOR and LESSEE shall 5 always and only be that of a landlord-tenant with respect to the Premises. It is mutually understood and 6 agreed that LESSOR and LESSEE, including any and all of their respective officers, agents, and employees 7 will at all times be acting and performing in an independent capacity and not as an officer, agent, servant, 8 employee,joint venturer, partner, or associate of the other party. Furthermore, neither party shall have the 9 right to control or supervise or direct the manner or method by which the other party shall perform its work 10 and function. However, LESSEE and LESSOR shall retain the right to administer this LEASE so as to verify 11 that the other party is performing its obligations in accordance with the terms and conditions thereof. 12 LESSOR and LESSEE shall comply with all applicable provisions of law and the rules and 13 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. 14 Because the landlord-tenant relationship between LESSOR and LESSEE, neither LESSOR nor 15 LESSEE shall have any right to employment rights and benefits available to the other parry's employees. 16 Each party shall be solely liable and responsible for providing to, or on behalf of, its employees all 17 legally-required employee benefits. In addition, each party shall be solely responsible and save the other 18 party harmless from all matters relating to payment of such parry's employees, including compliance with 19 Social Security withholding and all other regulations governing such matters. It is acknowledged that during 20 the term of this LEASE, LESSOR may be providing services to others unrelated to the LESSEE or to this 21 LEASE. 22 10. BREACH OF LEASE - In the event LESSOR breaches its obligation to maintain the 23 24 Premises as herein provided, LESSEE shall give written notice to LESSOR within fifteen (15) days of the 25 discovery of such breach. LESSOR shall then have thirty (30) days from the date of notice to cure its 26 breach, provided, however, that if the item of maintenance is of such a nature that it requires more than 27 thirty (30) days to complete, then LESSOR shall have such additional time as is necessary to complete 28 such maintenance as long as LESSOR commences work on such maintenance within said thirty(30)day period, and diligently prosecutes such maintenance to completion. Subject to the foregoing, if the period 1 for cure expires and if, in LESSEE'S sole determination, LESSOR has failed to cure, then LESSEE may, 2 at its election: 3 A. Terminate this LEASE upon thirty (30) days written notice to LESSOR. In such case, 4 LESSEE shall have the right to demand LESSOR refund any monies which were paid 5 to LESSOR pursuant to the LEASE, but which were not earned by LESSOR by 6 consequence of its breach. Upon receipt of such demand, LESSOR shall promptly 7 refund all such monies; or 8 B. Cure LESSOR'S breach and deduct the cost of such cure, together with reasonable 9 administrative costs, from LESSEE'S future rent obligation. LESSEE'S decision to 10 cure LESSOR'S breach shall not constitute a waiver of any rights or remedies that 11 LESSEE may have arising from this LEASE or by operation of law. 12 13 LESSEE shall be in default of this LEASE without further notice if(a) it does not pay the Rent or any other 14 amounts payable by LESSEE hereunder within five(5) business days after the date it is due; (b) LESSEE 15 breaches or violates any other provision of this LEASE, provided that if such breach is capable of cure, 16 LESSEE shall have thirty(30) days after LESSOR provides LESSEE with written notice of the breach or 17 violation to cure the same, or if cure shall reasonably take longer than thirty (30) days such reasonable 18 period of time to effect cure provided LESSEE diligently commences and pursues completion of the cure 19 (LESSOR shall not be required to give such notice or opportunity to cure if LESSEE's failure to perform 20 constitutes a non-curable breach of this LEASE); or(c) LESSEE vacates or abandons the Premises. Any 21 notice required by this Section 12 is intended to satisfy any and all notice requirements imposed by law 22 on LESSOR and is not in addition to any such requirement. 23 11. DESTRUCTION OR DAMAGE FROM CASUALTY — If thirty (30) percent or more of the 24 Premises are damaged such that they cannot be used for LESSEE's intended purpose, or destroyed as 25 a result of fire,earthquake, act of God,or any other identifiable event of a sudden, unexpected, or unusual 26 nature ("Casualty"), then LESSOR shall either promptly and diligently repair the damage at its own cost, ( Y ), p p Y 9 Y p 9 27 or terminate the LEASE as hereinafter provided. 28 1 A. LESSOR'S Election to Repair: If LESSOR elects to repair the Casualty damage to the 2 Premises, then it shall within thirty (30) days after the date of Casualty provide written 3 notice("Notice of Repair")to LESSEE indicating the anticipated time required to repair. 4 LESSOR shall bear the cost of all repairs to the Premises, including the cost to repair 5 any alterations or fixtures installed or attached thereto by LESSEE. Such repairs shall 6 restore the Premises to substantially the same condition as that existing at the time of 7 Casualty; such repairs shall also be made in compliance with all applicable state and 8 local building codes. LESSOR shall not be liable to LESSEE for compensation for any 9 loss of business, or any inconvenience or annoyance arising from repair of the 10 Premises as a result of the Casualty except for rent reduction as hereinafter provided. 11 12 LESSEE shall be responsible at its sole cost and expense for the replacement of its 13 personal property. 14 B. LESSOR'S Election to Terminate Due to Casualty: LESSOR may only elect to 15 terminate this LEASE due to Casualty if: the Premises have been destroyed or 16 substantially destroyed by said Casualty, and the estimated time to repair the 17 Premises exceeds ninety (90) days from the date of the Casualty. LESSOR shall 18 provide LESSEE with written notice of its election to terminate within thirty (30) days 19 after the date of Casualty, specifying a termination date not less than thirty (30) days 20 from the date of said notice. 21 C. Rent Reduction Due to Casualty: In the event of Casualty, LESSEE'S obligation to pay 22 the Rent shall be reduced beginning on the date of the Casualty. Such reduction shall 23 be proportional to the damage caused to the Premises by the Casualty, as determined 24 by LESSEE and approved by LESSOR, which approval will not be unreasonably 25 withheld. If LESSOR elects to repair the Premises pursuant to the terms of this LEASE, 26 then the Rent reduction shall continue until the date of substantial completion of repair. 27 D. LESSEE'S Election to Terminate Due to Casualty: If LESSEE does not receive a 28 Notice of Repair from LESSOR within thirty (30) days after a Casualty and if the 1 anticipated period of repair contained in the Notice of Repair exceeds ninety(90)days, 2 then LESSEE may elect to terminate this LEASE. LESSEE shall provide LESSOR 3 written notice of its election to terminate this LEASE, specifying a termination date not 4 less than thirty (30) days from the date of said notice. In such case, LESSEE shall 5 have the right to demand that LESSOR refund any monies which were paid to 6 LESSOR pursuant to the LEASE but which were not earned by LESSOR by 7 consequence of the Casualty. Upon receipt of such demand, LESSOR shall promptly 8 refund all such monies. 9 12. TERMINATION 10 (a) If, pursuant to the terms provided herein, either LESSOR or LESSEE has an election 11 to terminate this LEASE and so elects, then written notice shall be made to the non-terminating party, 12 13 specifying a date of termination not less than thirty (30) days from the date of said notice. 14 (b) NON-FUNDING TERMINATION -This LEASE is contingent on the allocation of funds 15 by a governmental agency. Should funds not be allocated, this LEASE may be terminated by the Board 16 of Supervisors of the COUNTY OF FRESNO without penalty by giving at least thirty (30) days' prior 17 written notice to LESSOR. In the case of the LESSEE, the County Administrative Officer, Sheriff, or the 18 Director of Internal Services/Chief Information Officer, or one of their respective designee(s), shall have 19 the power to provide such notice of termination. 20 13. REMEDIES; NO ACCELERATION OF FUTURE RENT OR OTHER 21 PAYMENTS/AMOUNTS 22 In the event of a default or breach of this LEASE by LESSEE, LESSOR may at any time thereafter, with 23 or without notice or demand, and without limiting LESSOR in the exercise of any right or remedy which 24 LESSOR may have by reason of such default or breach exercise any of the following remedies: 25 (a) Terminate Possession. LESSOR may terminate LESSEE's right to possession of 26 the Premises by any lawful means, in which event this LEASE shall terminate, and 27 LESSEE shall immediately surrender the Premises to LESSOR 28 1 (b) Perform LESSEE's Obligations. LESSOR may cure any such breach (including 2 without limitation causing any required maintenance or repairs to be made or 3 releasing any lien) and be reimbursed by LESSEE for the costs and expenses 4 related thereto within thirty (30) business days of written demand from LESSOR. 5 Any such amount shall be deemed additional Rent hereunder. LESSOR's 6 performance of any obligation shall not constitute a waiver of LESSEE's default or 7 of any of LESSOR's other remedies with respect thereto. 8 (c) Other Remedies. LESSOR may exercise any other remedies available at law or in 9 equity. 10 (d) Cumulative Remedies. LESSOR's remedies set forth in this paragraph shall be in 11 addition to and not in lieu of all other rights at law or in equity LESSOR may 12 13 possess. 14 Notwithstanding anything to the contrary contained in this LEASE, or any right or remedy of 15 which LESSOR may otherwise avail itself pursuant to applicable law, any right of LESSOR to recover 16 any Rent as provided in this LEASE shall be without acceleration of any future Rent before it is due and 17 payable hereunder. LESSOR hereby expressly waives its right to accelerate Rent in the event of a 18 termination of this LEASE, pursuant to California Civil Code section 1951.2. 19 14. HOLD HARMLESS - LESSOR agrees to indemnify, save, hold harmless, and at 20 LESSEE'S request defend the LESSEE, its officers, agents, and employees from any and all costs and 21 expenses, damages, liabilities, claims, and losses occurring or resulting to LESSEE in connection with 22 the performance, or failure to perform, by LESSOR, its officers, agents, or employees under this LEASE, 23 and from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting 24 to any person, firm, or corporation who may be injured or damaged by the performance, or failure to 25 perform of LESSOR, its officers, agents, or employees under the LEASE. This LEASE is made upon the 26 expressed condition that LESSEE is to be free of all liability, damages or injury arising from structural 27 failures of the Leased Premises that are LESSOR's responsibility to maintain, including external walls, 28 doors, roof and common areas, unless caused by the negligence or willful misconduct of LESSEE, its 1 officers, agents, employees or invitees. 2 LESSEE agrees to indemnify, save, hold harmless, and at LESSOR'S request defend the 3 LESSOR from any and all costs and expenses, damages, liabilities, claims, and losses occurring or 4 resulting to LESSOR in connection with LESSEE'S use of the Premises, including, without limitation, 5 the performance, or failure to perform by LESSEE, its officers, agents, or employees under this LEASE, 6 and from any and all costs and expenses, damages, liabilities, claims, and losses occurring or resulting 7 to any person, firm, or corporation who may be injured or damaged by the performance, or failure to 8 perform of LESSEE, its officers, agents, or employees under this LEASE. 9 The parties acknowledge that as between LESSOR and LESSEE, each is responsible for the 10 negligence of its own employees and invitees. 11 The provisions of this Section 16 shall survive termination of this LEASE. 12 13 15. INSURANCE - LESSOR shall, at its sole expense, maintain in full force and effect during 14 the term of this LEASE the following policies of insurance: 15 A. Commercial General Liability insurance with limits of not less than Two Million Dollars 16 ($2,000,000) per occurrence and an annual aggregate limit of not less than Five Million 17 Dollars ($5,000,000). This policy shall be issued on an occurrence basis annually 18 renewing, following form, and be primary to all other collectible insurance; and 19 B. Fire insurance and extended coverage.LESSOR shall add LESSEE as an additional loss 20 payee. 21 C. Automobile Liability- Comprehensive Automobile Liability Insurance with limits for 22 bodily injury of not less than Two Hundred Fifty Thousand Dollars($250,000.00) per 23 person, Five Hundred Thousand Dollars($500,000.00) per accident and for property 24 damages of not less than Fifty Thousand Dollars($50,000.00), or such coverage with a 25 combined single limit of Five Hundred Thousand Dollars($500,000.00). Coverage shall 26 include owned and non-owned vehicles used in connection with this LEASE. 27 D. Worker's Compensation-A policy of Worker's Compensation insurance as may be 28 required by the California Labor Code. 1 Within thirty(30)days of the execution of this LEASE, LESSOR shall provide LESSEE with 2 certificates of insurance with proper endorsements naming LESSEE as the additional insured. The policy 3 is to be written by an admitted insurer licensed to do business in California and with an A.M. Best rating of 4 A FSC VII or better. Excess or Umbrella coverage may be insured by non-admitted insurers but still be 5 A.M. Best FSC VII or better. 6 LESSEE shall maintain during the term of this LEASE the following policies of insurance, which 7 coverages may be provided in whole or in part through one or more programs of self-insurance: 8 A. Commercial General liability insurance with limits of not less than Two Million Dollars 9 ($2,000,000) per occurrence and an annual aggregate of not less than Five Million 10 Dollars($5,000,000). This policy shall be issued on an occurrence basis. 11 B. All-Risk property insurance covering the personal property of LESSEE in the amount of 12 13 the full replacement cost thereof. 14 C. Workers' Compensation in amounts required by the California labor code. 15 D. Vehicle Liability, including airside liability, owned and non-owned or hired and unlicensed 16 vehicles—minimum of$1,000,000 per occurrence combined single limit($5,000,000 for 17 trucks larger than one ton) for vehicles owned, operated, rented to, borrowed or leased 18 by LESSEE and driven on the Premises. This policy may be obtained as part of the 19 General Liability policy. Proof of such policy will be required before issuing any vehicle 20 gate cards. 21 E. Aircraft Liability and Physical Damage Coverage — insuring LESSEE's Aircraft for one 22 hundred percent (100%) of the total replacement cost of the Aircraft; no sublimits for 23 liability for injury of death to any passenger. 24 Upon execution of this LEASE, LESSEE shall provide LESSOR with certificates of insurance with 25 proper endorsements naming LESSOR as the additional insured with respect to each policy, other than 26 the workers' compensation insurance policy, and provide a waiver of subrogation against the LESSOR in 27 connection with any claim or damage covered by such policies. Each policy is to be written by an admitted 28 1 insurer licensed to do business in California and with an A.M. Best rating of A FSC VII or better. Excess or 2 Umbrella coverage may be insured by non-admitted insurers but still be A.M. Best FSC VII or better. 3 16. SURRENDER OF POSSESSION - Upon the expiration or termination of this LEASE, 4 LESSEE will surrender Premises to LESSOR in such condition as existing at the commencement of this 5 LEASE, less reasonable wear and tear, less the effects of any Casualty as herein defined, and less the 6 effects of any breach of LESSOR'S covenant to maintain. LESSEE will not be responsible for any damage 7 which LESSEE was not obligated hereunder to repair. 8 17. FIXTURES - LESSOR agrees that any equipment, fixtures or apparatus installed in or on 9 the Premises by LESSEE shall continue to be the property of LESSEE, and may be removed by LESSEE 10 at any time. LESSEE shall pay for the repair of any damage caused by the removal of fixtures. Any 11 12 fixtures not removed when LESSEE surrenders possession shall become the property of LESSOR. 13 Notwithstanding anything to the contrary in this Section 19, LESSEE has no right to make any alterations, 14 improvements or additions to the Premises without LESSOR'S prior written consent, which shall not be 15 unreasonably withheld. 16 18. HOLDING OVER: If LESSEE fails to surrender the Premises at the expiration of the term 17 of this LEASE, with or without consent of LESSOR, said holdover shall result in the creation of a tenancy 18 from month to month at 110% of the monthly Rent in effect for the last month prior to termination hereof, 19 payable on the first day of each month during said month-to-month tenancy. Nothing herein shall be 20 construed to grant LESSEE a right to hold over at the expiration of the Term without the express written 21 consent of LESSOR. All other terms and conditions of this LEASE shall remain in full force and effect 22 and be fully applicable to any month-to-month tenancy hereunder. LESSEE shall also pay all damages 23 sustained by LESSOR by reason of such retention. 24 19. RIGHT OF ENTRY-LESSOR, or its representative(s), upon twenty-four(24) hours' notice 25 (excepting emergencies), shall have the right to enter the Premises at any time during business hours, 26 or at such other time as LESSEE deems appropriate, to verify LESSEE's compliance with the terms of 27 this LEASE and to make any alterations, repairs or improvements to the Premises. The normal business 28 of LESSEE or its invitees shall not be unnecessarily inconvenienced. 1 20. AMENDMENT - Subject to Government Code Section 25350.51, this LEASE may be 2 amended in writing by the mutual consent of the parties without in any way affecting the remainder. 3 21. NON-ASSIGNMENT-LESSEE shall not assign or transfer its rights or obligations under this 4 LEASE, or sublease the Premises or any portion thereof, without the prior written consent of the LESSOR, 5 which consent may be granted or withheld in LESSOR'S sole and absolute discretion. 6 18. GOVERNING LAW-Venue for any action arising out of or relating to this LEASE shall 7 be in Fresno County, California. This LEASE shall be governed by the laws of the State of 8 California. 9 19. NOTICES - The persons and their addresses having authority to give and receive 10 notices under this LEASE include the following: 11 12 LESSEE: LESSOR: 13 14 County of Fresno FAT CA Holdings, LLC Director of Internal Services/ ATTN: General Manager 15 Chief Information Officer 5007 E. Andersen Avenue 333 W. Pontiac Way Fresno, CA 93727 16 Clovis, CA 93612 17 18 All notices between LESSEE and LESSOR provided for or permitted under this LEASE must be 19 20 in writing and delivered either by personal service, by first-class United States mail, by an overnight 21 commercial courier service, or by telephonic facsimile transmission. A notice delivered by personal 22 service is effective upon service to the recipient. A notice delivered by first-class United States mail is 23 effective three LESSEE business days after deposit in the United States mail, postage prepaid, 24 addressed to the recipient. A notice delivered by an overnight commercial courier service is effective 25 one LESSEE business day after deposit with the overnight commercial courier service, delivery fees 26 prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A notice 27 delivered by telephonic facsimile is effective when transmission to the recipient is completed (but, if 28 such transmission is completed outside of LESSEE business hours, then such delivery shall be 1 deemed to be effective at the next beginning of a LESSEE business day), provided that the sender 2 maintains a machine record of the completed transmission. For all claims arising out of or related to this 3 LEASE, nothing in this section establishes, waives, or modifies any claims presentation requirements or 4 procedures provided by law, including but not limited to the Government Claims Act (Division 3.6 of 5 Title 1 of the Government Code, beginning with section 810). 6 20. ESTOPPEL CERTIFICATE— LESSEE shall, at any time upon not less than sixty(60) 7 days' prior written request by LESSOR, execute, acknowledge and deliver to LESSOR a written 8 estoppel certificate, in a form satisfactory to LESSEE, certifying that this Lease is unmodified and in full 9 force and effect(or, if there have been modifications, that the same is in full force and effect as 10 modified and stating the modifications) and, if applicable, the dates to which the Rent and any other 11 charges have been paid in advance. Any such statement delivered pursuant to this Section 20 may be 12 relied upon by third persons, including a prospective purchaser or encumbrancer of the Premises. 13 LESSEE's failure to execute and deliver an estoppel certificate within sixty (60) days after 14 LESSEE's receipt of LESSOR's written request shall be conclusive upon LESSEE that this LEASE is in 15 full force and effect, without modification except as may be represented by LESSOR, that there are no 16 uncured defaults in LESSOR's performance, that not more than one month's rental has been paid in 17 advance, and that all other statements required to be made in the estoppel certificate are conclusively 18 made. 19 21. RESERVED 20 21 22. DISCLOSURE OF SELF DEALING TRANSACTIONS—This provision is only applicable 22 if the LESSOR is operating as a corporation (a for-profit or non-profit corporation) or if during the term 23 of this LEASE, the LESSOR changes its status to operate as a corporation. 24 Members of LESSOR'S Board of Directors shall disclose any self-dealing transactions that they 25 are a party to while LESSOR is providing goods or performing services under this LEASE. A self- 26 dealing transaction shall mean a transaction to which the LESSOR is a party and in which one or more 27 of its directors has a material financial interest. Members of the Board of Directors shall disclose any 28 self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction 1 Disclosure Form Exhibit"E", attached and incorporated by this reference, and submitting it to the 2 County of Fresno prior to commencing with the self-dealing transaction or immediately thereafter. 3 23. SECURITY: LESSEE shall (1) take reasonable steps to secure the Premises and the 4 personal property of LESSEE and of all and any of its employees, transferees, contractors or licensees, 5 from unlawful intrusion, theft, fire and other hazards; (2) keep and maintain in good working order all 6 locks, smoke detectors, burglar alarms and other security and safety devices installed exclusively for 7 the Premises; and (3) cooperate with LESSOR on safety matters. LESSEE acknowledges that any 8 security or safety measures employed by LESSOR are for the protection of LESSOR's own interests; 9 that LESSOR is not a guarantor of the security or safety of LESSEE, its employees, guests, contractors 10 or licensees, or of its property; and that such security and safety matters are the responsibility of 11 LESSEE and the local law enforcement authorities. 12 13 24. AUTHORITY - The individual(s) executing this LEASE on behalf of LESSOR and 14 LESSEE each represent and warrant to the other party that they are fully authorized and legally 15 capable of executing this LEASE on behalf of LESSOR or LESSEE, as applicable, and that such 16 execution is binding upon each such party. 17 22. AUDITS AND INSPECTIONS:At the reasonable,written request of LESSEE, LESSOR shall 18 at any time during business hours, and as often as LESSEE may deem necessary, make available to 19 LESSEE for examination and audit all of its records and date with respect to those matters covered by this 20 LEASE. LESSOR shall, upon request by LESSEE, permit LESSEE to audit and inspect all of such records 21 and data necessary to ensure LESSOR'S compliance with the terms of this LEASE. 22 If this LEASE exceeds ten thousand dollars ($10,000.00), LESSOR shall be subject to the 23 examination and audit of the California State Auditor for a period of three (3)years after final payment under 24 contract. (Government Code Section 8546.7) 25 23. GROUND LEASE: This LEASE is subordinate to LESSOR's Ground Lease with the City of 26 Fresno, which is attached as Exhibit E, and incorporated by this reference, and LESSEE shall adhere to all 27 requirements which LESSOR may impose upon LESSEE by virtue of such Ground Lease. Any termination 28 of such Ground Lease during the term of this LEASE will void this LEASE. Any breach or violation of such 1 terms of the Ground Lease by LESSEE shall be deemed a breach of this LEASE. LESSOR shall have no 2 liability to LESSEE as a result of any termination of the Ground Lease due to any reason other than the 3 breach of the Ground Lease by LESSOR(not including a breach caused by LESSEE or any other tenant). 4 25. ENTIRE LEASE- This LEASE, and the exhibits attached hereto and incorporated herein 5 by reference, constitute the entire LEASE between the LESSOR and LESSEE with respect to the 6 subject matter hereof and supersedes all prior leases, negotiations, proposals, commitments, writings, 7 advertisements, publications, and understandings of any nature whatsoever unless expressly 8 referenced in this LEASE, including that certain Lease Agreement dated December 10, 2013 between 9 LESSEE and LESSOR's predecessor in interest. 10 This LEASE shall be binding on and inure to the benefit of LESSEE's and LESSOR'S heirs, 11 successors and permitted assigns. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 IN WITNESS WHEREOF, the parties hereto have executed this LEASE as of the 2 day and year first hereinabove written. 3 CONTRACTOR: COUNTY OF FRESNO FAT CA I 'ngs, LLC 4 5 -Air6neil, Area General Manager FAT/BFL a r&hcl Hunter, Director of the General Servies Department 6 5007 E.ANDERSON 7 FRESNO, CA 93727 APPROVED AS TO LEGAL FORM Dani�el/CJ. Cederborg, County Counsel 8 By IG &'a, k• DjXWM-'&t 9 Deputy 10 APPROVED AS TO ACCOUNTING FORM 11 Oscar J. Garcia, CPA Auditor-Controller/Trpasur r-Tax Collector 12 FOR ACCOUNTING USE ONLY: / Fund No.: 0001 By. 13 (� Subclass No.: 10000 14 Org No.: 31113350 Account No.: 7340 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 Exhibit "A" 3 n r 4 liGliP � „� 5A. -.Office/Hangar Space Building"H" 6 Parking r. 8 c: ..„ Parking 9 10 4 Hanger Building"I" 12 13 x. 14 a% ilk 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 Exhibit "B" 2 3 LESSOR Aircraft 4 5 1. N920CF-MD 530F (Helicopter) 6 2. N921 SD-MD 500E (Helicopter) 3. N922SD-MD 500E (Helicopter) 7 4. N923SD-Cessna 206 (Plane) 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 Exhibit "D" 2 Reserved 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RECORDED AT THE REQUEST OF AND WHEN RECORDED RETURN TO: City of Fresno—Airports Department 4995 East Clinton Way Fresno, CA 93727-1525 Attention: Director of Aviation APN/Leasa [No. 1 i Regarding: [FYI Airport L.oTS 5, 5A, 5B, 5C, 5D, 6, 6A, 7, 7A, 8, 8A, 9, 9A, 10, 10A, 11, 11A, 12, i 12A, AND 34; 5045 E. ANDERSON AVE.] j (SPACE ABOVE THIS LINE FOR RECORDER'S USE) This Agreement is recorded at the request and for the benefit of the City of Fresno— Department of Airports and is exempt from the payment of a recording fee pursuant to Government Code Section 6103, By: . i w -� Na e: ussell C. i AE Titi : Director of A ation i Dated: June 1, 2006 AMENDED AND RESTATED AIRPORT LAND LEASE AGREEMENT (FYI Airport—5045 E.ANDERSON AVE., FRESNO CA 93727) t [202 Y1210][EA200A 06icDRFAepwFmedAreeaditwzhreetawNf1 nob12rdli@2se Agreement.PDF][Page 1 of loll 8L ' rAl � . ~ ~ . ^ ' INDEX ' � ARTICLE I ^ ...~......~......................\........--.--..,...--..4 / A. (�F�ANTAN[} DESCRIPTION OF LEASED PR����I����......................................4 ' 1. [B@S8d Premises. . . 4 ! ( '' ^'~' —'—^'''— ^^^^^'^^^^^^''—' 2. Ownership Of Existing Buildings.................... ........ .....................................4 | B. PRIVILEGES, USES, RIGHTS AND INTERESTS:... .---............. ,,~,,., ......4 � , 1. DBfinitioOG: —.'......._. ....................................... ......... ............... ..............4 | | 2. Restrictions oO Use OfLeased Premises.........................................................6 � | � 3. Authorized Uses Of the PrBD1ises:................................. .................................7 | ! � 4. Use OfFuel T[BD8pOd and Dispensing Vehicles On Leased Premises............O ! 5. Authorization For Commercial Suppliers Df Aircraft Petroleum Products ........Q i ` O. Use of Public Facilities............................... .....................................................S . ! ARTICLE |1 ............ .......................................................... ,,,,~,,.^,'__,,_~,,_'10 ' . TERM..................................................................................................____~,,,,10 � A. TERM:...................................... ................. ................................ ......................1O ARTICLEIII .._.....—.....^—.--..—_.__._..—~....—.---.......—....10 � [}B[I(�/\T/[}k]�� DfLESS[}R...—....—.—..�......-.....—_....—...—.--.10 A. COVENANT {lFTITLE ... ........—..—....—.~—...—..........—.—.—..—.10 B. OPERATION OF AIRPORT:............................................................ ................1O � . C. ALTERATIONS AND IMPROVEMENTS: ............... .......... ........ ................ ....11 | D. MAINTENANCE AND REPAIR.........................................................................11 i ARTICLE I\/.------.—.—..--._----.---~~—,.. . 11 ! —^' ^^`--~^--^'^ OBLIGATIONS [}F LESSEE...................................................... ........................ ......11 A. ��{���T��[)� (}F �FA��[) p��������� ' -- _ : ^^^^^^—'^^.^ ..............................11 B. NET AGREEMENT: ................................................ ...................... ...............11 C. IMPROVEMENTS........................................................................... .................12 1. Compliance With Governmental Requirements........ ..................... ..............12 2. Improvements................. ..............................................................................12 3. Permits............. ........................................................................................—.13 4. Use of Professional, Licensed Contractors:...................................................13 5. Construction Notices...................................... ...............................................13 | O. P88t-Con8trUctioO/ID8f@{ladioO Requirements.................................................14 � 7. Removal, Wasting, Destruction D[ Modification Of Improvements..................14 � O. Ownership and Disposition Of Improvements:................................................14 | � g. Industrial Improvements, Trade Fixtures, and Office Improvements:.............15 � � 8. Industrial Improvements:............................................... ........................ .15 ! b. Trade Fixtures:........................................ ................................................15 ' :. Off Ice Improvements:................................................................................15 ! d. Limitation 0O Industrial Improvements/Trade Fixtures/Office Improvements � 15 8. OVVOBFSh{D of Improvements, {Olpp]Y8DlSOf8 and Trade Fixtures.............16 10. Transfer 0f Ownership Of Improvements 8f End Of Life Of Lease: ................16 / D. LESSEE'S MAINTENANCE AND REPAIR OBLIGATIONS......................... ....17 1. LB8888\s {}bl/g@tiOOS Regarding Repair and Maintenance of the Leased Premises..................................................... ......................................................17 1 / � l / [M.112m umg0o*mmomon�Po��aoounf1o1] + ' , 2, Lessor's Right k] Enter:..................................................................................17 3. Repairs by Lessor at Lessee's Expense: .. ..........._--...—....17 E. UTILITIES' OUTSIDE STORAGE, DISPOSABLE WASTE CONTROL OF HAZARDS AND NUISANCES, AND LESSEE'S RESPONSIBILITY REGARDING H/\ZAR[)(][]S SUBSTANCES.................................. ......................... .............. .....18 1. Utilities........................................ ..................................................... ............18 2. (]UtSkde Storage:..................... ........................................................... . ..... .18 3. Disposable Waste... ...................................................................... ...............19 a. Solid Waste! ......,.... ................. .................................................................19 b. Liquid Waste:................................ .............................................................19 4. Control of Hazards and Nuisances: ...............................................................1g 5. Lessee's Responsibility Rena[ding'HazardoWs Substances ..........................20 a. Definition............................... ................................. ................................2O b, Restrictions ..............................................................................................20 c. Environmental Clean-up...—.....—................—.........-..21 d. Indemnification............................................................................... .........22 e. Lessee's Obligations/Liabilities Surviving Expiration ofLife of Lease.......22 F. TAXES AND ASSESSMENTS................`..........................................................22 1. Taxes and Assessments:............................. ....................................... .......22 2. Lessor Held Harmless: ~.......................................~....—....22 13. Lessee's Right toAppeal: ..............................................................................23 G. OBSERVATION OF GOVERNMENTAL REGULATIONS ................................23 � 1. Airport Rules and Regulations: ........................................................... ..........23 � 2. Oth8rGoV8[OrD8Dt@l Regulations...................................................................24 3, Federal Grant An[Be[0eOt Assurances...........................................................24 4` Height Limits:..................................................................................................25 5. Limitation oO Lessor's Liability and Lessee's Right tO Terminate: ...................25 6. Commercial Aviation Activity....................................... ............~...... ...........25 8. Compliance with Governmental Regulations,.............................................25 b. Limitations DMCommercial Use OfLeased Premises..................;..............26 7. Fuel Transport, Delivery, Storage, Dispensing ......... .....................27 ARTICLEV.....................................................................................................................a3 RENT RENTAL-ADJUSTMENTS-, OTHER CHARGES' LATE PAYMENT, AND SECURITYDEPOSIT................................................................................................33 A. RENTAL..................................................... ............................................ .........33 1. Rental ..................................................................... ......................................33 8. Interim Rents................................................... ..........................................33 b. Base Rent.................—~—~.—.-~_......~...—~....--.—..33 c. Subsequent Rents................................ ................ .....................................34 2. Pro-ration of Rental............................................................................... 3. Place of Payment...r.—.....,.—....._..........................34 B. RENTAL ADJUSTMENTS ......... ......................................................................35 C. OTHER CHARGES.............................................................. .................. ..........35 1. Airport Use Fees/Charges .............................................................................35 2. Fuel Flowage Fees ........................................................................................36 3. Records .........................................................................................................36 J:\F,men°ntmlesWercury Air cmmr\Laa-Mercury Lease vr Debbie be gbnnal.dou6/201200ozaxusmwgb � [M.112m umg0o*mmomon�Po��a0000f1o1] ! | � � | 4. Effect of Failure hO Pay F88O/Ch8FQBG: ......r.................`......—.36 � 5. /\Ud�..._............... ... . .. . 37 i ' ' ' '^~^ ^^v^.^^^'^^^^^^.....`...,^~,,,,. 8. �U�� Of[8SS8�� FU8/ FloNY@geR8CUFdSlb / L8SSOC_............—.--.37 b. M/OiDUrn Records' Ref8OhOD Period: ...... ..................... ...........................37 [). STATISTICAL/OPERATIONAL AND INFORMATIONAL REP[)RTS.............37 � 1. Monthly Reports........................................................... ...............................37 i � 2. ��D�S�\| Reports ...............,..—.. ...... . .. . �. . . | | ' � ' ' — ' '— '—^^^--'^' '3� � E. LATE PAYMENT CHARGE ............. ~'^^^^^^^^^^^^''^'^^^^^^^r''^''^^^^'38 � } 1. Late P8Ynl�O� (��apge:,...—.'^^^^^'^^~—^^^^'—^^^~'^^^^—^^—'--`^38 ! ' ' �. Best Estimate [JaDlage: .............................................................................38 i 3. Change b} Late PaymentCharge:...................... ......... ...............................38 ! 4. Non-Relief From Payment ................................................................^~~—^39 | i / F. S[jRETY....................... ..............................................................~~'^—' —' ��' ' ! | 1. Due Date, Type and Amount................ ...........................................'.............39 ! 2. Form 0f Surety......................................... .....................................................39 ! 3. Return/Surrender/Re/ease of Surety hv Lessor: ..................... ....—...........38 ! . 4. Liquidated [)8[DageG:.................�.......^.~^^^^^^^^'^^^^^^^~^^40 ' � ' ARTICLE V1...................................................................................................................40 IK/[)EMK/{FIC/\TI{}Kj. EXEMPTION OF LESSOR, AND INSURANCE.......................40 ' A. INDEMNIFICATION .......................................... ^^'^^^^—'^'—'^^^^~^'~--�] B. EXEMPTION OF LESSOR: .............. ...............................................................40 � � C. INSURANCE.....................................................................................................41 � ! 1. Insurance Requirements..................................................... ..........................41 2. Additional {OSU[Bd and Notice OfCancellation ........................42 3. PriDl8n/ Coverage:................................................... .....................................42 4. Evidence Of Insurance ......................................................^.^^^^'^^^~^^^'-43 5. Additional Insurance ................................. .....................................................49 ARTICLE \/!l... ............................................................................................................43 OPERATING STANDARDS.......................................................................................43 A. DESIGNATION {]F LOCAL REPRESENTATIVE BY LESSEE:........................43 B. QUALITY [>F SERVICE................. ..................^^^^^^^^^^^^^^^^~~'44 C. HOURS [}F OPERATION:....................... ................... .....................................44 D. OUTSIDE STORAGE: ................................................:...................-1*..­­........44 E. OFF-STREET PARKING AREAS AND LOADING AREAS:..............................44 F. SIGNS.....~..,_.........^.....~...........~......—,---.--..44 1. Company Signs:......—...........................................44 2. Other Authorized Signs:.............. .......... .......................................................46 3. CoD101e[Cia/ Advertising Signs: ........................... ............... ........ .................46 G. USED {]R TEMPORARY BUILDINGS/STRUCTURES.....................................46 H. LIABILITY FOR DAMAGE: ........................... ..............................................46 � ARTICLE \//I I �� ....~..-..........^..`...--..........~...~.........—........ ] DESTRUCTION Of IMPROVEMENTS ................................................. .....................46 A. GENERAL.....................,,,,,,,,,,,,,,,,,,,,,.,,,,,,,.,,,~.,,,,,.46 B. [}EF/K][TI[}NS --.....—.--..—.---._......—....—._—..........47 1. Partial Destruction.................................................................. .......................47 2. Total Destruction.............................................................................................47 ���21.0 umg0o*mmomon�Po��aoo4of1o1] ^ . C. DESTRUCTION (]F IMPROVEMENTS BY COVERED RISKS:...................47 [}. [}ESTRU[T|(]K] OF IMPROVEMENTS BY NON-COVERED RISKS...............47 1. Partial Destruction:...................................... ............................ .......`.......47 2. Total Destruction:................. ......... .___...................................................... ...48 3. Partial or Total [}e8fRJC[k]D as the Result of Willful Misconduct............ .......49 ARTICLEIX...............................................^... ................... ...... . ............. .......50 ASSIGNMENT, SUBLEASING, HYPOTHECATION, TFAK]SFER, AND ASSIGNMENT...... .......................... ........................ —..... ....................... ......5O A. GENERAL................................. ................ ................................ .....................50 B. ASSIGNMENT.............._...........—....-..---_..--.—..--~.50 1. Assignment Prior To Completion Of Site Development and Construction Improvements by Lessee.................... —..—..—.—....—..—_--......—..5O 2. Interests h] beTransferred, Sold, and Assigned.~.................—.....50 3. Procedures to be Followed .............. .............................................................51 C. SUBLEASING..................................... . ...........................................................61 1. Sub-Leasing...—......—..__.................—,.---.._—...—.51 2. Form Of Sub-Leases .........°...^..................—....—..--..51 3. Use Of Premises by Sub-Lessees... .,........... ..............................................52 4. Tern Of Sub-Leases ._...............~..'..........................52 � 5. Intentionally Omitted ...................... ...............................................................52 6. Priority Of Instruments....................................................................................52 7. Notice by Le ..,... ............................................................................. 8. Amendments...................._..._..................._....................52 0. Special Sub-letting Provision .................... ......................... ..........................63 � D. HYPOTHECATION, TRANSFER AND ASSIGNMENT BY DEED OF TRUST.53 1. General........................................................... .... ...~ ... ...... ...._ .........53 2. Definitions........................................................... ..... ....—.--..—...—..53 ' @. REPUTABLE LENDER ..........-.........-...—..—.....-.......53 b. TRUST DEED and DEED OF TF�UST.....—....--.—..._—...-....54 C. PERMANENT /MPR(]\/EMENT8...............—..................54 3. Assignment by Deed Of Trust.....—......................—.........54 4. Intentionally Omitted ............._..................—...............55 5. Intentionally Omitted ................................................................................ .......55 6. Intentionally Omitted ..................................................... ..............................55 7. Covenants, Conditions, Limitations, Restrictions, and Procedures Applicable to All [}8edG of Trust .....__...—......_..................—......—...55 a. Discharge Date...........................................................................................55 ['. Sources Of Loans ..,..................—..--...—.........---.55 C. Estoppel Certificate .......... ................ ................................. ......................55 d. Lessor's Consent................... ................... ................................................55 8. [8sGD/G COOG8Ot {live Subject to Terms..................................56 f. [8S8Or'G COOS8[t Not @ Waiver of Any of i8GSOr'G Rights and !Ot8R3G!S..56 g. Request for L888Or'B COO8BFt During P8riOd When Lessee is in DEFAULT . ........ ,. .............................................................. .........,............. ...... .... ....5G h. MOdifiC@t)OO Of DOCUDl8Ofs After[8SGOr COOS8DtG to Assignment.... .........56 I. Priority Of Instruments..................................................................................57 � � J:\FYI\Tenant mlesWercury Aircen*ALmE-wercury Lease by Debbie bo gbrinal,dou6/20/2006 2:32:23egb [M.112M] icDPFAepWFE mmdumg0o*mmomom.PoF][Page nof1o1] i i j. Sale/Transfer/Assignment of Loan, Note and Security Agreement..............57 k. Full and Complete Sale/Transfer/Assignment of Interests..........................57 I. Acquisition of Lease and Leasehold Estate by BENEFICIARY...................58 m. Purchase of Lease and Leasehold Estate at Foreclosure Sale-...............58 n. Assumption of Obligations as Lessee by Assignee or Purchaser...............59 o. Default and Breach of This Lease During Period of Assignment of Lease.59 p. Failure, Inability and/or Refusal by Beneficiary to Comply .........................62 q. Default UNIQUE to Lessee.........................................................................63 r. Loss of Rights and Actions to be Taken by Beneficiary ..............................63 s. Beneficiary's Right to Cure Default and Breach by Lessee ........................63 t. Observance by Lessor of BENEFICIARY'S Rights Under a Deed of Trust.64 u, Notices Between Lessor and Beneficiary................................ ..............65 ARTICLEX....................................................................................................................66 DEFAULT...................................................................................................................66 A. . DEFAULT BY LESSOR ....................................................................................66 B. DEFAULT BY LESSEE..............................................................................I......66 1. Defaults................................................. ........................................................66 2. Lessor's Remedies.........................................................................................69 a. Abandonment........................................ ............................,.................69 b. Termination ................................................................................................69 c. Possession .................................................................................................69 d. Recovery....................................................................................................70 e. Additional Remedies ..................................................................................70 f. Other...........................................................................................................71 g. Cumulative Remedies ................................................................................71 h. Indemnification...........................................................................................71 ARTICLEXI......................................................... .....72 NOTICES,..................................... ..................... .................72 A. Written Notices Required ............................................................................... ...72 B. Lessee's Address for Notices............................................................................72 C. Lessor's Address for Notices ............................................................................72 D. Time and Date of Service .................................................................................72 ARTICLEXI .....................................:...........................:...:...........:................................72 GENERAL PROVISIONS............................................................................................72 A. CORPORATE/PARTNERSHIP/JOINT VENTURE EXECUTOR'S AUTHORITY ............................................... ...............................................................................72 1. IF LESSEE IS A CORPORATION .................................................................72 2. IF LESSEE IS A PARTNERSHIP...................................................................73 3. IF LESSEE IS A JOINT VENTURE... .......................76 B. INTERPRETATION OF AGREEMENT.............................................................76 C. WAIVER OF BREACH OF COVENANTS.........................................................76 D, VENUE AND ATTORNEYS FEES -. ................................................................76 E. LIENS AND CLAIMS.........................................................................................77 F. SUCCESSORS AND ASSIGNS-......................................................................77 G. INVALID PROVISIONS ....................................................................................77 H. CAPTIONS AND ARTICLE/SECTION/PARAGRAPH NUMBERS....................77 [M11210][EA200A 06icDRFAepWFEBOdAreeadatamhreet.T(RF [€�ngblfirdb@2$e Agreement.PDF][Page 6 of 101] I. COVENANTS AND CONDITIONS................................................. .........77 J. CONSENTS/APPROVALS......... ....... .............. ..........—,78 K. INTENTIONALLY OMITTED...........................I..........-......................................78 L, CUMULATIVE REMEDIES.............................................. .......... ......................78 M. PRIOR AGREEMENTS: AMENDMENTS............... ..........—...... ....................78 N. QUIET POSSESSION ..................... ................................................... ....:.......78 0. TIME OF ESSENCE........... ......................................... ............. ...............78 P. REVIEW/EXAMINATION OF LEASE,................. ........ ..................... ........78 Q. ACCORD AND SATISFACTION ...... ...............................................................78 R. NATIONAL EMERGENCY AND CONDEMNATION/EMINENT DOMAIN,........79 1. Total Taking/Condemnation of Leased Premises ..........................................79 2. Partial Taking/Condemnation of Leased Premises..... ..................................79 3. Awards...................................................................................... ..................-79 4. Payments to Encumbrancers....................... ........... ...................................-80 5. Notice and Execution............................................... ..................................—80 S. RELATIONSHIP OF PARTIES:.........................................................................80 ATTACHMENTS: (Exhibits "All, "B", IrCII, IID'I) EXHIBIT"A" PLATS AND DESCRIPTIONS OF LEASED PREMISES EXHIBIT "B" ASSURANCES REQUIRED BY THE FEDERAL AVIATION ADMINISTRATION EXHIBIT IICII ILLUSTRATION OF ANNUAL RENTAL RATE ADJUSTMENT COMPUTATION EXHIBIT I'D" REGULATION OF COMMERCIAL AVIATION ACTIVITIES AT CITY OF FRESNO'S MUNICIPAL AIRPORT 3MYRTenant FilesWercury Air Center\LSFMercuTy Lease by Debblubc gb Final.doc 6120/20062:32:23 PM gb [2C2.ft2t0][EA2009k 06icDYRFAepWFEBOdAreasdftamhirest-.T&FNPpagblgrdb@2$e Agreement.PDF][Page 7 of 101] e. This amended and restated lease (hereinafter referred to as "this Lease") is made and entered the firsfi4day_fof; Ilpug006. by and between the CITY OF FRESNO, CALIFORNIA, a municipal corporation (sometimes hereinafter, "City" or "LESSOR"), and Mercury Air Center-Fresno, Inc., a California corporation with an office for the conduct of business at 5045 East Anderson Ave. Fresno CA 93727 (hereinafter, "LESSEE"). VIIITNES §j ETH WHEREAS Lessor owns and operates the Fresno Yosemite-International Airport, (hereinafter, "Airport"), located in the City of Fresno, County of Fresno, State of California; and WHEREAS Lessee has been and is occupying and using space, and doing business, at the Airport under four separate leases with Lessor--to wit: (1)That lease originally made and entered on the 24t" of April, 1990 by Enoch Packing Company d/b/a Wofford Flying Service, which lease currently covers Lots 5, 5A, 513, 5C, 5D, 6, 6A and 33, and which lease has devolved to Lessee by a series of assignments (hereinafter, "Lease No. 1"), and (2)That lease originally made and entered on the 8th day of May, 1970 by Norman L. Christensen, an individual,which lease currently covers lots 7, 7A and 32, and which lease has devolved to lessee by a series of assignments (hereinafter, "Lease No. 2"), and (3) That lease originally made and entered on the first day of September, 1966 by The Norman Larson Company, which currently covers Lots 8, 8A, 9, 9A, and 34, which lease has devolved to Lessee by a series of assignments, (hereinafter, "Lease No. 3"), and (4)That lease originally made and entered on the first day of May, 1975 by Leroy L. Carver Jr. and Leroy L. Carver III, individuals, which lease currently covers Lots 11, 11A, 12, 12A, 13, 13A, 14 and 14A, and which lease has devolved to Lessee by a series of assignments (hereinafter, "Lease No. 4", and WHEREAS Lease No. 2 and Lease No. 3 will each expire by its term on August 31, 2006 and Lessee desires to continue to occupy and use the spaces covered by Lease No. 2 and Lease No. 3, and WHEREAS Lease No. 4 expired by its term on April 30, 2005 but the parties have not agreed on the rentals to be effective during the first extension period of ten years provided in Lease No. 4, and WHEREAS Lessor desires to recapture Lots 13, 13A, 14, 14A, 32 and 33 covered by one or another of the above-listed four leases, and 2 [M Y1210][EAaOaA 06icDRFAepwfmodAreeaditwzhreetawNf1 noblsrdbodse Agreement.PDF][Page 8 of 101] WHEREAS Lessee is amenable to surrendering the said lots, and WHEREAS Lessor and Lessee desire to consolidate Lessee's space holdings at the Airport to make them all contiguous, which consolidation requires, among other things. a phased swap of some properties with Burgundy Partners LLC, another tenant of Lessor, and WHEREAS Burgundy Partners LLC has indicated to Lessor a willingness to cooperate in such a phased swap, and WHEREAS, Lessor and Lessee further desire to make the expiration dates and other terms and provisions of Lessee's four separate leases congruent, and WHEREAS the most efficient and certain way to accomplish all the foregoing desires of Lessor and Lessee would be to make and enter this Lease while simultaneously terminating each and all of Leases Nos. 1 - 4, NOW THEREFORE, the parties hereto agred as follows: THIS LEASE 13 SUBJECT TO THE TERMS, COVENANTS, CONDITIONS, AGREEMENTS, WARRANTIES, AND PROVISIONS HEREIN CONTAINED AND LESSEE EXPRESSLY COVENANTS AND AGREES, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS LEASE, THAT LESSEE SHALL FULLY AND FAITHFULLY COMPLY WITH, KEEP, PERFORM, AND/OR OBSERVE EACH AND EVERY TERM, COVENANT, CONDITION, AGREEMENT, WARRANTY, AND/OR PROVISION HEREOF TO BE COMPLIED WITH, KEPT, PERFORMED, AND/OR OBSERVED BY LESSEE. SPECIAL PROVISION CONTEMPORANEOUS TERMINATION OF LEASES NOS. 1- 4 INCLUSIVE By execution of this Lease the parties also agree that Lease No. 1, Lease No, 2, Lease No. 3 and Lease No. 4 are each and all terminated as though each had expired by its term. Without limiting the generality of the immediately preceding sentence, the Parties acknowledge that such terminations shall not waive any obligations due and owing under any of those leases as of the effective date hereof, and such terminations shall not waive any promises, covenants terms and conditions which expressly survive the expiration or termination of those leases, No additional documentation will be required to effectuate this simultaneous termination. 3 [M.112M][EA200A 06icD 2RFAepwFmodAreasdftwzhirei3tdwNf�noblardbodse Agreement.PDF][Page 9 of 101] x. ARTICLE I GRANT AND DESCRIPTION OF LEAS ED'PREM IS ES, PRIVILEGES, USES, RIGHTS AND INTERESTS A. GRANT AND DESCRIPTION OF LEASED PREMISES 1. Leased Premises: Lessor, in consideration of the rentals, fees, charges, warranties, terms, covenants, conditions and agreements set forth herein, does hereby lease to Lessee and Lessee bereby leases from.Lessor, _ , C, 'A""'1+1 y� J ', of"'i5 6 A d PX� V I I b ernlsPs's"):b§�­ w PF S h 0 n oh'cittadh6d Exhibit A which is hereby Lots 10 and I OA, which are also shown on Exhibit A, will be added to the Leased Premises upon the earlier of written notice from Lessor to Lessee or June 1, 2008. No written notice will be required if the effective date is June 1, 2008. 2. Ownership of Existing Buildings: Upon commencement of the term of this Lease, all existing Improvements on the Leased Premises shall be and remain the property of Lessee throughout the life of this Lease, subject to any and all of the provisions'of this Lease'applicable to Lessee-owned improvements, including, without limitation, the provisions of paragraphs 10 and 12 of Section "C" of Article IV, hereof. Such property interests in Lessee notwithstanding, Lessor shall be entitled to receive fair market rentals from Lessee on certain of the improvements as provided in Article V hereof. B. PRIVILEGES, USES, RIGHTS AND INTERESTS: 1. Definitions: a. "The life of this Lease: The phrase, "the life of this Lease" (and any and all readily identifiable-variations thereof), when used herein, means the full term of this Lease, as specified Article ll,"TERM", hereof, including any extension(s) of said term, UNLESS this Lease shall be terminated earlier as hereinafter provided, in which event, said phrase and said variations thereof, shall mean the lesser period during which this Lease shall be in full force and effect. b. "Aeronautical Activities", "Direct and Supportive Aeronautical Activities", "Complementary Aeronautical Activities" and "Non-Aeronautical Activities: The meaning of the terms, "Aeronautical Activities", "Direct and Supportive Aeronautical Activities", "Complimentary Aeronautical Activities" and "Non-Aeronautical Activities", when used herein shall be as set forth within paragraph 2 of Section "a" of EXHIBIT "B", hereto. 4 [M.11210][EA200A 06icDYRFAepWFEBOdAreasdftamhirest-.T&FNPpagbIdOdckdad4 Agreement.PDF][Page 10 of 101] I C. "Fixed Base Operator" and/or "FBO: The term "Fixed Base Operator" i and/or"FBO", when used herein, shall mean any person or entity who, under authority of EITHER a VALID lease entered into by and between such person or ' entity and Lessor, OR a bona fide sub-lease agreement with another Fixed Base Operator at Airport who holds a valid lease agreement with Lessor, conducts a Commercial aviation-related business at Airport and who ista„ thorized and/or rgequireo.., Lesspr�.to:provide:the.pub lic;wlthrsome,..if,notall of the following 13T ECl`AND/OR SUPPORTIVE AERONAUTICAL SERVICES: i (1) Air charter and/or air taxi operations (2) Pilot training (air and/or ground phases) i I (3) Aircraft rental and sightseeing (4) Aircraft sales (including Leasing of aircraft and consignment sales) and services (at retail, wholesale or as q dealer) i I (5) Repair and Maintenance of Aircraft, including the repair of aircraft engines, accessories, components, systems and sub-systems, and/or the overhauling, rebuilding, Inspection and/or licensing of same (6) Sale of aircraft parts, equipments, components and/or accessories (at retail, wholesale or as a dealer) (7) Sale of aeronautical/air-navigation supplies and equipment (e.g., logbooks, maps, charts, dividers, plotters, computers, forms, manuals, etc.) I (at retail, wholesale or as a dealer) (8) Storage, transfer and/or sale of aviation petroleum products (9) Aerial photography (10) Aerial advertising and surveying (11) Sub-lease/Rental of aircraft storage/tie-down space inside or outside of hangars, including aircraft parking. d. "Bona fide sub-lease": The meaning of the term "bona fide sub-lease", as used herein, shall mean a�suh-lease 8uthorized'bji C' Aor, entered under a valid Wig.., and operative Airport lease agreement, and consistent with Ordinance or Resolution of Lessor's City Council as amended from time and time and incorporated herein, as more particularly provided in EXHIBIT "D" REGULATION OF COMMERCIAL AVIATION ACTIVITIES AT CITY OF FRESNO'S MUNICIPAL AIRPORTS. 5 [M Y1210][EAaOaA 06icDRFAepwfmodAreeaditwzhreetawNf1 nobldddoEAa94 Agreement.PDF][Page 11 of 1011 2. Restrictions on Use of Leased Premises: Lessee clearly understands and expressly acknowledges and/or agrees as follows: a. Throughout the life of this Lease, the leased premises may ONLY be used for those certain DIRECT AND SUPPORTIVE AERONAUTICAL ACTIVITIES/ PURPOSES herein below within sub-section 3 of this Section of this Article expressly set forth, and no other AERONAUT]CAL ACTIVITIES shall be permitted by Lessor or engaged in by Lessee, Lessee's tenants, sub-lessees, successors or assigns, UNLESS and UNTIL a formal lease amendment is first entered into by and between Lessor and Lessee which shall set forth any additional AERONAUTICAL uses to be permitted and the terms and conditions relating thereto. b. Any use of the leased premises or any part thereof for any NON- AERONAUTICAL activity/purpose is expressly PROHIBITED. C. The following listed activities, being "COMPLEMENTARY AERONAUTICAL ACTIVITIES"- ft�°-",-expresslyiEXCLUDEDl-from the activities which Lessee and/or its tenants, sub-lessees, successors or assigns may engage in under authority of this Lease. (1) G-fd'dffd`t'(d sportatlon.forhirei(taxls, car rentals, limousines, etc.); (2) Restaurants, nts, coffee shops, snack bars, etc., and/or any other type food and/or beverage sales (EXCEPT tobacco, confections and/or refreshments vended by coin-operated machines installed.SOLELY for the convenience of Lessee's employees and customers); (3) Barbershops, valet and personal services; (4) Money (e.g., Western Union), and/or Floral (e.g. FTD, TELEFLORA) telegraphic/telephonic delivery services; (5) Newspaper, magazine, book and/or sundry sales excluding aviation related books and periodicals; (6) Commercial advertising (7) Paid automobile parking (8) Recreational facilities (Video games, pin-ball machines, etc.) excluding computer and video game entertainment provided to public free of charge in the pilot's lounge. 6 [M.11210][EA200A 06icDYRFAepWFEBOdAreasdftamhirei3t-.T(RFNf�bldi2dcEda94 Agreement.PDF][Page 12 of 101] (9) Any other"COMPLEMENTARY AERONAUTICAL ACTIVITIES" involving the sale of any other commodities, services or accommodations made available to the general public which are normally provided or could, in Lessor's opinion, be provided at Airport by a Concessionaire pursuant to a written agreement between it and Lessor requiring the payment of appropriate Concession rentals and/or fees to Lessor for the rights and privileges therein granted. d. The following restrictions shall apply to the use of all INDIVIDUAL AIRCRAFT SHELTERS AND/OR TEE HANGARS on the leased premises that Lessee may engage in the renting and/or sub-leasing thereof: (1) LESSEE SHALL RENT AND/OR SUB-LEASE ANY AND ALL SUCH SHELTERS AND/OR TEE HANGARS FOR AIRCRAFT STORAGE PURPOSES ONLY AND IN CONFORMITY WITH THE PROVISIONS OF SECTION C OF ARTICLE IX, AND:SUB-SECTION 6 OF SECTION G OF ARTICLE IV, HEREOF; and (2) LESSEE SHALL NOT CONDUCT ANY COMMERCIAL BUSINESS ACTIVITIES OF ANY NATURE OR DESCRIPTION WHATSOEVER (INCLUDING, WITHOUT LIMITATION, AIRCRAFT SALES, REPAIRS AND/OR SERVICES) IN OR FROM ANY SUCH SHELTER OR TEE HANGAR AND LESSEE SHALL NEITHER SUFFER NOR PERMIT THE CONDUCTING OF ANY SUCH ACTIVITIES THEREIN OR THEREFROM BY ANY OTHER PERSON OR ENTITY WHOMSOEVER. e. Lessee shall neither use nor permit the use of the leased premises or any portion thereof for any unlawful purpose. 3. Authorized Uses of the Premises: Throughout the life of this Lease the respective portions of the leased premises shall be used ONLY for.those certain DIRECTAND SUPPORTIVE AERONAUTICAL ACTIVITIES expressly-authorized therefore within this sub-section, below. These activities shall include: (1) Air charter and/or air taxi operations (2) Pilot training (air and/or ground phases) (3) Aircraft rental and sightseeing (4) Aircraft sales (including leasing of aircraft and consignment sales) and services (at retail, wholesale or as a dealer) 7 [M.11210][EA200A 06icDRFAepWFEBOdAreasdftamhirei3t-.T&FNPpagbldddckdad4 Agreement.PDF][Page 13 of 101] 2- (5) * Repair and Maintenance of Aircraft, including the repair of aircraft engines, accessories, components, systems and,sub-systems, and/or the overhauling, rebuilding, inspection and/or licensing of same (6) Sale of aircraft parts, equipments, components and/or accessories.(at retail, wholesale or as a dealer) (7) Sale of aeronautical/air-navigation supplies and equipment(e.g., lbgbooks, maps, charts, dividers, plotters, computers, forms, manuals, etc.) (at retail, wholesale or as a dealer) (8) Storage, transfer and/or sale of aviation petroleum products (9) Aerial photography (10) Aerial advertising and surveying (11) Sub-lease/Rental of aircraft storage/tie-down space inside or outside of hangars Including aircraft parking. (12) Such other purposes/act!vities as maybe reasonably be deemed to be incident to the maintaining, operating, and conducting of a Fixed Base Operator business engaged in those certain DIRECT AND SUPPORTIVE AERONAUTICAL ACTIVITIES hereinabove within this sub- section 3 of this Section B of this Article set forth, EXCEPT for any such incidental activity(les) which shall be in conflict with any of the covenants, conditions, terms, agreements, and/or provisions of this Lease. 4. Use of Fuel Transport and Dispensing Vehicles On Leased Promises and Airport's PUBLIC USE Areas: In the event sale of aircraft fuels is identified herein as being an authorized and/or required use of any part or all of the leased premises, then (subject to the Fuel,Flowage Fee provisions of Section "C" of'Article V of this Lease and any and all other provisions hereof in any way whatsoever applicable to the delivery of aircraft fuels to the leased premises or elsewhere on Airport and/or to the transport, storage, transfer, sale and/or use of such fuels on Airport) during any and all periods when Lessee shall be engaged in the COMMERCIAL transfer, storage, and sale of aircraft fuels under authority of this Lease, Lessee shall have the right to use properly equipped, maintained and approved fuel transport and dispensing vehicles owned or operated by Lessee to service aircraft owned or operated EITHER by Lessee OR other persons/ entities with aviation fuels when such aircraft shall be located EITHER on the leased premises OR within any aircraft tie-down/ storage and/or hangar areas under the DIRECT control of Lessor which are maintained and operated by Lessor at Airport for PUBLIC USE. Lessee's aforesaid right to use vehicles owned or operated by Lessee to service aircraft located within said PUBLIC USE areas on Airport with aviation fuels shall be a NON- [M.112W][EA200A 06icDYPFAepWFEBOdAreasdftamhirest.T(RFNf�b12gdcEda94 Agreement.PDF][Page 14 of 101] EXCLUSIVE right which shall be exercisable by Lessee only IN COMMON with any and all other persons or entities enjoying such right at any time and from time to time during the life of this Lease (including, without limitation, other FBO's engaged in the commercial storage, transfer and sale of aviation fuels at Airport). 5. Authorization For Commercial Suppliers of Aircraft Petroleum Products to Make Deliveries to Lessee on Airport: In the event sale of aircraft fuels Is identified herein as being an authorized and/or required use of any part or all of the leased premises, then (subject to the Fuel Flowage Fee provisions of Section "C" of Article V of this Lease and any and all other provisions hereof in any way whatsoever applicable to the delivery of aircraft fuels to the leased premises or elsewhere on Airport and/or to the transport, storage, transfer, sale and/or use of such fuels on Airport) it is mutually understood and agreed that during any and all periods when Lessee shall be engaged in the COMMERCIAL transfer, storage, and sale of aircraft fuels under authority of this Lease, the leasehold rights, privileges and interests granted herein to Lessee with respect to the delivery, storage and dispensing of aircraft fuels Include authorization for a commercial supplier of aircraft petroleum products to bring its petroleum products transport/dispensing vehicles onto the Airport (using such vehicle access points', roadways and routes maintained by and under the direct control of Lessor as may, at any time and from time to time during the life hereof, be constructed, established, and/or designated by Lessor for use by the public) for the purposes of making commercial deliveries of aircraft fuels and lubricants to Lessee on Airport and dispensing aircraft fuels into fuel storage facilities located on the leased premises when such delivery and dispensing by any such supplier Is In response to EITHER a specific request by Lessee for such service OR Is being made on a periodic, as required basis pursuant to a written agreement by and between the supplier and Lessee. 6. Use of Public Facilities: Together with occupancy and use of the leased premises and subject to any and all of the covenants, conditions, terms, agreements, and provisions of this Lease, during the life hereof, Lessee shall have the use, in common with others, of all public airport facilities and improvements as such exist(od) on the,commencement date of the-term-hereof'or,as such may exist at any time and from time to time during the life of this Lease. a. For the purposes of this Lease, "public airport facilities and improvements" includes, but is not limited to, approach areas, runways, taxiways, roadways, sidewalks, navigation and navigation aids, lighting facilities or other things of a public use nature appurtenant to Airport, b. Lessee's right to use said public airport facilities in common with others shall be exercised only subject to and in accordance with the laws of the United States of America and the State of California and any and all applicable rules and regulations promulgated by their authority, and In accordance,with any and all applicable rules, regulations and ordinances of Lessor as any and all such laws, rules and/or regulations existed) on the 9 [M.11210][EA200A 06icDRFAepWFEBOdAreasdftamhirest.T(RFNf�ngbl,16dckdad4 Agreement.PDF][Page 15 of 101] 2- commencement date of the term hereof or as any and all of such may exist, at any time and from time to during the life of this Lease. C. None of the foregoing provisions of this sub-section of this Section of this Article shall be deemed to relieve Lessee and its tenants,sub-lessees, patrons, invitees, successors, assigns, and/or any other person or entity whomsoever from payment of such Airport use fees and/or charges as are levied generally by Lessor directly upon the operations of aircraft, including, without limitation, aircraft landing fees and aircraft storage fees resulting from use of the public, common-use areas of the Airport under the direct control of Lessor, nor shall anything herein contained be deemed to relieve any one, more or all of aforesaid persons or entities from payment of such fuel flowage fees as are generally levied by Lessor upon fuel delivery, storage and dispensing operations on the Airport, as and when such airport use fees and/or fuel flowage fees shall legitimately accrue to Lessor pursuant to any Ordinance(s) and/or Resolution(s) of the City Council of Lessor either in effect on the start date of the term hereof or as may be adopted and placed Into effect by said Council at any time and from time to time during the life of this Lease. ARTICLE 11 A. TERM: The term of this Lease,shall be for a period of EIGHTEEN YEARS AND ELEVEN MONTHSil'O'. Map UNJE`11'120'64 hereinafter sometimes referred to as the "Commencement Date", and 115 hereinafter sometimes referred to as the "Expiration Date", unless terminated earlier, ARTICLE III OBLIGATIONS of LESSOR A. COVENANT OF TITLE: Lessor warrants and covenants that it has good title to the leased premises, free and clear of all liens-and encumbrances having priority over this Lease, and Lessor has full right and authority to lease the same as herein set forth; and that all things have happened and been done to make its granting of said Lease effective. B. OPERATION OF AIRPORT: Lessor covenants and agrees during the life hereof to operate and maintain Airport and its public airport facilities as a public airport consistent with the Sponsor's Assurances given by Lessor to the United States Government under the Federal Aviation Act. to [M.11210][EA200A 06icDRFAepWFEBOdAreasdftamhirest-.T&FNPpagbld6cbEdad4 Agreement.PDF][Page 16 of 101] 2- i C. ALTERATIONS AND IMPROVEMENTS:- 1, essa IS.NOT;abliotad"ar,required._to:.make,. r]y; pdifications to,any part of the leased pr,.emises,as a.condition`of Lessee's agreeing to enter into this Leasp. 2. Intentionally left blank. 3, Intentionally left blank. D. MAINTENANCE AND REPAIR: 1. L6sgo:['��s Lessor-Installed,securlty gates off Andersen Avenue that are used for access to and from the leased premises as of the commencement date of this Lease. 2. Lessor SHALL NOT be obligated to make.any repairs to or perform any maintenance EITHER to, in or upon the leased premises OR to, in or upon any improvement(s) located therein or thereon or to any appurtenances thereto. It is mutually clearly understood and expressly agreed that any and all maintenance, repair, replacement, and/or restoration actions with respect to both the leased premises and any and all improvements and any and all appurtenances thereto located therein or thereon at the time this lease was entered into or which may, at any time and from time to time during the life hereof, be subsequently constructed and/or installed in or on the leased premises SHALL BE THE OBLIGATION OF LESSEE, AT LESSEE'S OWN COST AND EXPENSE, UNLESS OTHERWISE STATED EXPRESSLY IN THIS LEASE. ARTICLE IV OBLIGATIONS OF LESSEE A. ACCEPTANCE OF LEASED PREMISES. Lessee hereby accepts each and every part of the leased premises, together with any and all of the improvements located in and on same, and all of the facilities appurtenant thereto, in their present AT condition as of the commencement date of the term of this Lease. B. NET AGREEMENT: This is a NET Agreement with respect to rentals, fees and charges paid to Lessor by Lessee. Lessee shall, at Lessee's cost and expense, in addition to the rentals, fees and charges set forth herein, pay all costs and expenses associated with Lessee's occupancy and use of the leased premises and with the activities and operations conducted thereon/therefrom pursuant to this Agreement, including but not limited to those certain activities and operations described within the following Sections of this Article. ' 11 i [M11210][EA200A 06icDRFAepWFEBOdAreeadatamhreet.T(RF [€�b12rTdckdad4 Agreement.PDF][Page 17 of 101] C. IMPROVEMENTS 1. Compliance With Governmental Requirements: a. Lessee expressly acknowledges and agrees that, throughout the life hereof, any and all alterations, additions,, and/or modifications of the leased premises and any and all improvements, of any and all types and/or descriptions, made to or constructed or Installed in or on said premises, including, without limitation, all additional development improvements made to the leased premises by Lessee pursuant to the provisions hereof and any and all other improvements/installations which, at anytime and from time to time during the life hereof, may be necessary to meet Lessee's particular desires, needs and/or requirements, or which may be necessary to comply with any law, statute, ordinance, rule, regulation, code, standard, and/or requirement of any and all federal, state, county and/or municipal governmental entities shall be made by Lessee at Lessee's cost and expense. b. At all times throughout the'life hereof, Lessee shall be solely responsible for maintaining, and Lessee expressly agrees to maintain, at Lessee's cost and expense, the leased premises and/or each and every part thereof and any and all improvements located in or on same in full compliance with any and all building,.fire, safety, and environmental codes, ordinances, statutes, standards, rules, regUations, and/or requirements of any and all federal, state, county and/or municipal governmental entities as such codes, ordinances, statutes, standards, rules, regulations, and/or requirements existed) on the commencement date of the term hereof or as such may, at any time and from time to time, exist during the life of this Lease. 2. Improvements: Lessee SHALL NOT make any STRUCTURAL changes, alterations, additions, or modifications to any of the improvement(s) located in or on the leased premises at any time during the life of this Lease, or construct or install any new,i.mprovements therein or thereon (EXCEPT Industrial Improvements, Trade Fixtures and Office Improvements made/installed pursuant to the provisions of sub- section 11 of this Section of this Article, below), or enter into any contract for the making of any one or more of such, WITHOUT THE PRIOR WRITTEN CONSENT/ APPROVAL OF DIRECTOR. a. In the event Lessee shall EITHER make any structural changes, alterations, additions, or modifications to the leased premises or to any improvement(s) constructed/installed/located therein or thereon, OR construct, install, and/or place any new improvement(s) therein or thereon WITHOUT Director's prior written consent and/or approval, Lessor may 12 [2(2112tO][EA200A 06icDYRFAupWFEBOdAreasdftamhirest.T(RFNf�bld&oEda94 Agreement.-PDF][Page 18 of 101] require that Lessee remove any or all of such at Lessee's cost and expense. b. Any and all changes, alterations, additions, modifications, and/or improvements that Lessee shall desire to make to the leased premise which, pursuant to any provision hereof, requires the consent/approval of Director, shall be presented to Director in written form together with two (2) sets of proposed detailed plans. C. In each and every instance, the Director's written consent to and/or approval of any such alterations, additions, modifications, and/or improvements shall be deemed conditioned upon Lessee's full and faithful compliance with the provisions of sub-sections 5 and 6 of this Section of this Article, below. 3. Permits: Lessee shall obtain and pay for any and all permits required by any and all federal, state, county and/or municipaI governmental entities for any and all work on alterations, additions, modifications, installations,.and/or improvements accomplished by Lessee or by others on behalf of or for the benefit of Lessee, or caused or allowed to be accomplished by Lessee on the leased premises. Any and all consents/approvals of Director required by this Section of this Article shall be in addition to and separate and apart from any and all other consents or approvals required by any federal, state, county and/or municipal statutes, codes, ordinances, plans, rules or regulations governing the issuance of any such permit(s). 4. Use of Professional, Licensed Contractors: Lessee, by its signature(s) hereunto affixed, warrants and agrees as follows: a. Any and all work associated with any and all improvements, alterations, additions, modifications, installations, and/or repairs made to or placed upon any portion of the leased premises during the life of this Lease and all work associated with any and all repairs and/or restoration of premises by Lessee upon'term!nation hereof shall be,profe8sionally accomplished; and b. Any and all such work shall be accomplished by professional contractors duly licensed to do such work in the State of California; and C. Any and all such work and any and all results thereof shall be in full compliance with any and all building, fire-, safety, and environmental codes, ordinances, statutes, laws, rules, regulations, and/or requirements of any and all federal, state, county and/or municipal governmental entities having jurisdiction thereof. 5. Construction Notices: Once any and all required permits and approvals have been obtained and at least fifteen (15) days before any work commences or any 13 [M.11210][EA200A 06icDYRFAepWFEBOdAreasdftamhirest-.T&FNPpagbIdOdoEdad4 Agreement.PDF][Page 19 of 101] materials are delivered for any alterations, additions,..modifications and/or improvements being made to the leased premises by Lessee, in addition to any and all other notices which may be required by any and all federal, state, county and/or municipal governmental entities, Lessee shall provide Director with ADVANCE WRITTEN NOTICE of BOTH the date on which such materials are to be delivered AND the date on which any such work shall commence. 6. Post-Construction/installation Requirements: Within ninety (00) days following the completion of each and every permanent alteration, addition, modification and/or improvement made to or constructed or installed on or in the leased premises by Lessee, LESSEE SHALL PROVIDE AIRPORTS DIRECTOR WITH THE FOLLOWING: a. A verified STATEMENT(reflecting both the completion date and the final costs [including engineering, architectural, and inspection fees])which shall be accompanied by rece€pted invoices for labor and materials and release(s)therefor; and b. As and when applicable and/or appropriate, two (2) complete sets of"AS BUILT" DRAWINGS. 7. Removal,Wasting, Destruction or Modification of Improvements: Lessee SHALL NEITHER remove, waste, destroy and/car structurally modify any of the improvements located on the leased premises upon the commencement date hereof or constructed/installed/placed therein/thereon at any time during the life of this Lease, NUR shall Lessee suffer or permit the removal, waste, destruction and/or structural modification thereof by any other person or entity, EXCEPT as within this Lease expressly authorized, permitted, and/or provided for, any removal, wasting, destruction and/or structural modification of any such improvement(s) being subject to.any and all of the terms, covenants, conditions, stipulations, warranties, agreements, and/or provisions hereof applicable thereto and/or in any way whatsoever associated therewith. 8. Ownership and Disposition of Improvements: All of the improvements which existed in and on the leased premises as of the execution hereof, and any and all other improvements which may subsequently be made to the leased premises by Lessee at any time and from time to time during the life of this Lease SHALL., UPON COMPLETION, BE OWNED BY AND REMAIN THE PROPERTY OF LESSEE throughout the life of this Lease. At the end of the term of this Lease(and any extensions), or upon early termination by Lessor, all of the EXISTING IMPROVEMENTS as well as any and all improvements erected, constructed, and/or laced in on or upoo the leased premises by Lessee at any time during the life he eof SHALL BECOME PART OF THE REALTY AND THE PROPERTY OF LESSOR;and, upon such Improvements becoming part of the realty and the property of Lessor, Lessee shall: 14 [M11210][EA200A 06icDRFAepWf BOdAreesdatamhr �eet.T&FN€ bIgOcbEAa94 Agreement.PDF][Page 20 of 101] a. Within thirty (30) days following the date on which such improvements become part of the realty and the property of Lessor, execute and provide Lessor with a valid BILL OF SALE, TRANSFERRING ALL RIGHTS, TITLE, INTERESTS AND OWNERSHIP IN AND TO SUCH IMPROVEMENTS TO LESSOR, AND LESSEE SHALL NOT BE ENTITLED TO ANY REMUNERATION OR OTHER CONSIDERATION WHATSOEVER FROM LESSOR FOR THE VALUE, IF ANY, OF SUCH IMPROVEMENTS; and b. Such improvements shall be given over to Lessor FREE AND CLEAR OF ANY AND ALL ENCUMBRANCES, LIENS, CLAIMS, OR DEMANDS OF ANY NATURE OR DESCRIPTION WHATSOEVER, 9. Industrial Improvements, Trade Fixtures, and Office Improvements: a. Industrial Improvements: Lessor hereby grants to Lessee the right, at any time and from time to time during the life hereof, to make, install and/or affix In or on any buildings located on the leased premises, installations and improvements of a type necessary for such purposes as are consistent with those certain uses of the leased promises as are set forth within sub- section 3 of Section "B" of Article 1, hereof, such installations and improvements being hereinafter called "INDUSTRIAL IMPROVEMENTS". "Industrial Improvements" shall include fire fighting equipment (such as hose reels and extinguishers) and Installation of such air distribution lines or additional electrical conduit, outlets, and lighting fixtures, natural gas lines, or water piping, as may be necessary therefor. b. Trade Fixtures: Lessor hereby grants to Lessee the right, at any time and from time to time during the life hereof, to make improvements of an easily detachable/removable nature, in any buildings located on the leased premises and to place, Install and/or affix in, to, or on same "TRADE FIXTURES", including the right to make any necessary MINOR alterations in said buildings to accommodate such fixtures. Trade fixtures shall include machinery and equipment,jigs and fixtures, racks and bins, handling equipment and devices, tools, etc. C. Office Improvements: Lessor hereby grants to Lessee the right, at any time and from time to time, to make, in any building(s) located on the leased premises, temporary, detachable installations and improvements of a type necessary for general office purposes, hereinafter called "OFFICE IMPROVEMENTS". Office improvements shall be limited-to Installation of additional electrical conduit and outlets, light fixtures, shelving, counters, carpets, and drapes, d. Limitation on Industrial Improvements/Trade Fixtures/Office Improvements: "Industrial improvements", "Trade Fixtures", and/or "Office Improvements", as respectively defined within paragraphs "a", "b" 15 [M.11210][EA200A 06icDRFAepWFEBOdAreasdftamhirestaT(RFNPpagblVcbEdfi94 Agreement.PDF][Page 21 of 101] and "c" of this sub-section 11, above, SHALL NOT INCLUDE: (1) any installations or improvements which by.,their removal shall materially damage or destroy any part of the leased premises, or(2) any other Installations or improvements which become part of the realty and the property of Lessor at the end of the life hereof pursuant to any of the provisions of this Lease. e. Ownership of Industrial Improvements, Office Improvements and Trade Fixtures: All Industrial Improvements, Office Improvements, and/or Trade Fixtures placed,in or on the leased premises by Lessee during the life ofthis Lease shall be and remain the property bf Lessee thrpyghout the life hereof, and LESSEE SHALL HAVE THURIGMT-R-71' E MOVE ANY AND ALL SUCH IMPROVEMENTS f sND/OR TRADE FIXTURESAWITF41N FIFT7EEM-LlEG L,E-N -'V' L iF�w,F _R`01 4EDIATELY FOLLOWING THE END OF THE LIFE HEREOF; OR, IN THE EVENT OF ANY HOLDING OVER BY LESSEE PURSUANT TO THE HOLDING OVER PROVISIONS HEREOF, WITHIN THE SAME PERIOD OF TIME FOLLOWING THE END OF ANY SUCH HOLDING OVER PERIOD, ANY INDUSTRIAL OR OFFICE IMPROVEMENT(S)AND/OR ANY TRADE FIXTURES WHICH ARE NOT REMOVED BY LESSEE DURING THE PERIOD OF TIME ALLOWED THEREFOR SHALL, AT 12:00:01 A.M., ON HE NEXT-DA,YXOLLO44GTHE END ORSU CWF`ERIODfSHALL­'AT T' 'F0011 M LESSORi,13 ECO M&PART OF,TH�-�-REALTYARID THl" PROPERTY OFLESSOR,, FREE AND CLEAR OF ANY AND ALL LIENS, CLAIMS-AND/OR DEMANDS WHATSOEVER. 10. Transfer of Ownership of Improvements and Trade Fixtures to Lessor at the End of the Life of This Lease: Upon any Improvements or trade fixtures becoming part of the realty and the property of Lessor pursuant to any of the provisions of sub-sections 10 and/or 11 of this Section of this Article, above, transfer of ownership thereof to Lessor shall be effected pursuant to the provisions of paragraphs "a", "b", and/or"c" of this sub-section 12, below. a. Within thirty (30) days following the date on which any such improvements or trade fixtures become part of the realty and the property of Lessor, Lessee shall execute and provide Lessor with a valid BILL OF SALE, TRANSFERRING ALL OF LESSEE'S RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH IMPROVEMENTS OR TRADE FIXTURES TO LESSOR, AND NEITHER LESSEE NOR ANY OTHER PARTY WHOMSOEVER SHALL BE ENTITLED TO ANY REMUNERATION OR OTHER CONSIDERATION WHATSOEVER FROM LESSOR FOR THE VALUE, IF-ANY, THEREOF. b. Any and all such improvements or trade fixtures shall be given over to Lessor by Lessee FREE AND CLEAR OF ANY AND ALL ENCUMBRANCES, LIENS, CLAIMS, AMOR DEMANDS OF ANY NATURE OR DESCRIPTION WHATSOEVER. 16 [M.1121.0][EA200A 06icDYPFAepWffBOdAreasdftamhirestaT(RFNf�blgUdcEda94 Agreement.PDF]-[Page 22 of 101] c. If, for any reason whatsoever, Lessee shall fall to provide Lessor with any Bill(s) of Sale pursuant to the provisions of the'immediately preceding paragraphs "a" and "b", such failure shall NOT, in any way whatsoever, invalidate Lessor's improvements claim of ownership of any such or trade fixtures or delay Lessor's acquiring ownership thereof pursuant to the provisions of sub-sections 10 and/or 11 of this Section of this Article, above, and ownership of such shall vest in Lessor, as and when required by this Lease, to the same force and effect as would exist had Lessee provided Lessor with such Bill(s) of Sale; HOWEVER, nothing within this paragraph "c" contained shall relieve Lessee of Its obligation to provide any such Bill(s) of Sale to Lessor, as and when required by any of the provisions of this Lease. D. LESSEE'S MAINTENANCE AND REPAIR OBLIGATIONS: 1. Lessee's Obligations Regarding Repairland Maintenance of the Leased Premises: a. Maintenance and Repair: Lessee shall, at all times during the life of this Lease, at Lessee's own cost and expense, keep and maintain the leased premises and all buildings, structures, paved surfaces, security fences, any security gates installed by Lessee during the life of this Lease, and any and all other improvements constructed, installed, and/or located in and/or on said premises`ili go c dew a,pAEppairf free of weeds and rubbish, and in a clean, sanitary, sightly and neat condition (Lessor shall have no obligation to provide any services whatsoever in this regard); and construct, maintain, repair, and/or provide any and all facilities and other improvements which may, at any time and from time to time during the life hereof, be required by law to be located in or on the leased premises to facilitate the commencement and/or continuation of the use(s)thereof for such purposes as are authorized hereunder. 2. Lessor's Right to-Enter: Lessor's,representatives shall have the right to enter upon all or any part of the leased premises at any and all reasonable hours on any day of the week for the purpose of inspecting same or for the purpose of making any required repairs thereto and performing any required maintenance thereon. Lessor agrees to provide Lessee with a minimum of ten (10) days notice in advance of anV formal inspection of the leased premises and prior to the making of an required repairs thereto, except Incases of emergency. 3. Repairs by Lessor at Lessee's Expense: In the event Lessor deems any repairs required to be made by Lessee necessary and serves Lessee with written notice thereof, if, for any reason whatsoever, Lessee fails to commence such repairs and complete same with reasonable dispatch, Lessor may then make such repairs or cause such repairs to be made and SHALL NOT be responsible to Lessee for any loss or damage that may occur to Lessee's stock or business by reason thereof. If 17 [M.11210][EA200A 06icDRFAepWffBOdAreasdftamhirest.T(RFNPpagblgdcblldad4 Agreement.PDF][Page 23 of 101] 2- Lessor makes such repairs or causes such repairs to be made, Lessee agrees that the cost thereof shall be payable, AS ADDITIONAL*RENT, along with the next monthly rental Installment due hereunder after the completion of such repairs and the submission by Lessor to Lessee of a statement of such cost, or if no further rental installments are then payable, within thirty (30) days following submission by Lessor of any such statement. E. UTILITIES, OUTSIDE STORAGE, DISPOSABLE WASTE, CONTROL OF HAZARDS AND NUISANCES, AND LESSEE'S RESPONSIBILITY REGARDING HAZARDOUS SUBSTANCES 1. Utilities: a. During the life hereof, 11e&Vp lknib a;, , k itsi-ownxra gQmpnts--,fQr-.p,nd,pay all cb'ffg'e Mt s'oWerr,3,gas,.,,,electrieftytelephonQ,, f,,q, sh,j9,,,jj, tion,and other _9 pq utility service(s) supplied to and used on the leased premises. All such charges shall be paid before delinquency, and Lessor and the leased premises shall be protected and held'harmless by Lessee therefrom. For any and all such services as may be provided by Lessor as a result of Lessee's making arrangements therefor through the City's Finance Department's Utilities Billing and Collection Section (e.g, water, sewage, and/or solid waste (trash] disposal), Lessee agrees to pay to Lessor, monthly, upon receipt of the billing(s) therefor at the then current rates as established from time to time by ordinances of Lessor for such services, such sum(s) as shall be due for any and all such services provided to the leased premises during the life hereof. b. Upon Lessee's obtaining of any and all required permits and the payment of any required charges or fees, Lessee is hereby granted the right to connect to any and all storm drains, sanitary sewers and/or water and utility outlets as shall be available and/or provided to service the leased premises, c. The construction/Installation of any and all connections to any and all utility systems, including;without limitation, water service lines and associated fixtures, piping, plumbing and hardware, sewer connector lines, and storm drain inlets, feeder lines, etc., shall be the obligatlon of Lessee at Lessee's own cost and expense. d, Lessor SHALL,NOT be liable to Lessee for any interruption in or curtailment of any utility service, nor shall any such interruption or curtailment constitute a constructive eviction or grounds for rental abatement in whole or in part hereunder. 2. Outside Storage: EXCEPT for operational vehicles in regular use within, upon, to and from the leased premises, no materials, supplies, products, equipment or other personal property shall be stored outside of buildings or structures unless such 18 [M.11210][EA200A 06icDYPFAepWffBOdAreasdftamhirest.T(RFNf�blggdcEda94 Agreement.PDF][Page 24 of 101] storage is screened from public view by decorative fencing or landscaping acceptable to Lessor. 3. Disposable Waste: a. Solid Waste: Lessee, at Lessee's own cost and expense, shall provide a complete and proper arrangement, in compliance with all ordinances of Lessor, for the adequate, 'Sightly, sanitary handling and disposal, away from Airport, of all solid waste caused as a result of any and all activities conducted on the leased premises. Lessee shall provide and use suitable covered receptacles for the short-term accumulation and storage of solid wastes such as rubbish, grass clippings and landscape pruning, trash, garbage, discarded machinery or parts and any other solid commercial and/or industrial wastes and/or other refuse. Such receptacles shall be serviced as frequently as necessary, by qualified, professional providers of waste removal and disposal services, to prevent an overflow of waste and to prevent odors, fumes, attraction of pests, and dispersal of wastes due to wind, water runoff or aircraft engine blast. The area in which said waste receptacles are stored shall be'kept clean and free of all trash and debris. The temporary piling of boxes, cartons,,,barrels or other similar items, in an unsightly manner, on or about the leased premises, pending removal and disposal thereof, is PROHIBITED. b. Liquid Waste: Lessee shall at all times comply with any and all applicable laws, ordinances, rules, regulations or orders of any and all governmental agencies having jurisdiction over storage, transport, treatment or disposal of liquid waste; and Lessee agrees that it shall neither conduct nor suffer or permit the conducting of any activity(les) In/on the leased premises which shall be In violation thereof, and Lessee shall ensure that no untreated liquid waste, from any type of operation/activity conducted/engaged in on the leased premises, is allowed to enter any storm drainage system, sanitary sewer system, and/or aquifer. 4. Control*of Hazards and Nuisances: Lessee shall, at all,times, keep the leased premises and each and every part thereof in a neat, clean and orderly condition, and shall prevent the accumulation of, and shall maintain said premises free from, any refuse or waste materials which_might be or constitute a potential health, environmental, or fire hazard or public or private nuisance. Lessee shall NEITHER conduct NOR suffer or permit the conducting of any activity on the leased premises which either directly or indirectly produces objectionable or unlawful amounts or levels of air pollution (gases, particulate matter, odors, fumes, smoke, dust, etc.); water pollution; light, glare, or heat; electronic and/or radio emissions interfering with any navigational or communications facilities/operations associated with the operation of the airport and/or its use by aircraft; trash or refuse accumulation; or any other activity/operation which Is hazardous or dangerous by reason or risk of explosion, fire or harmful emission. 19 [M.11210][EA200A 06icDRFAepWffBOdAreasdftamhirest.T(RFNPpagblg6cblldad4 Agreement.PDF][Page 25 of 101] 2- 5. Lessee's Responsibility Regarding Hazardous Substances: a. Definition: The term "Hazardous Substances", as used in this Lease, shall include, without limitation,'flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCBs), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related-materials, petroleum and petroleum products, and substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any governmental authority. b. Restrictions: Lessee SHALL NOT cause or permit to occur: (1) any violation of any federal, state, or local law, ordinance, or regulation now or hereafter enacted, related to environmental conditions in, on, under or about the leased premises, or arising from Lessee's use(s) or occupancy(ies) thereof, Including, but not limited to, soil and ground water,conditions; or (2) the use, generation, release, manufacture, refining, production, processing, storage, or disposal 6f any Hazardous Substance In, on, under or about the leased premises In excess of amounts permitted by applicable law, or the transportation to or from the leased premises of any Hazardous Substance, EXCEPT WHERE LESSOR'S ADVANCE WRITTEN CONSENT TO ANY SUCH USE GENERATION, RELEASE, MANUFACTURE, REFINING, PRODUCTION, PROCESSING, OR STORAGE SHALL HAVE BEEN REQUESTED IN WRITING AND RECEIVED BY LESSEE. Any and all such consents of Lessor shall be deemed given subject to and conditioned upon L'essee's fully and faithfully complying with any and all federal, state, or local statutes, laws, ordinances, rules and/or regulations, now or hereafter enacted, applicable to the use, generation, manufacture, refining, production, processing, transport, transfer, storage; and/or sale of that/those Hazardous Substances to which any such consent of Lessor may, In any way whatsoever, be deemed to apply. (3) Lessor's consent/approval shall not be required for the use, storage and disposal of materials/supplies containing hazardous substances where such materials/supplies shall be lawfully available to BOTH the general public and Lessee through commercial retail outlets so long as: (a) such materials/supplies are NOT for"RESALE", are obtained periodically but frequently enough to preclude the storage of unreasonable'quantities of such on the leased premises, and are for use by Lessee or Lessee's employees, agents, 20 [M.11210][EA200A 06icDRFAepWffBOdAreasdftamhirest.T(RFNPpagblg6cblldad4 Agreement.PDF][Page 26 of 101] 2- representatives, contractors, or sub-contractors in the -performance of Lessee's normal day-to-day and/or periodic housekeeping and routine" recurring maintenance activities on the leased premises (e.g., commercial cleaning products [soaps/detergents/ solvents], furniture and floor waxes, landscape fertilizers, weed/pest killers, products nq[mally -used In the Lessee's industry, etc.); and (b) so long as the use, storage and disposal of any and all of such materials/supplies shall be in full compliance with any and all federal, state and local statutes, laws, ordinances, codes, rules and regulations applicable thereto now or hereafter enacted (including, without limitation, any and all Occupational Safety and Health statutes, laws, codes, rules and regulations of the Federal Government and the State of California), C. Environmental Clean-up: (1) Throughout the life of this Lease, I-A&MIsall,*at Lessee's cost and expense, 11 f6de­raI,-",.,8:tate and local statutes, laws, ordinances, codes, rules and regulations ffibblating the:use, r gene n,'storage, transportation, or disposal of Hazardous � 1&§tancq�5 ("Laws").b (2) Lessee shall, at Lessee's cost and expense, make all submissions to, prd 18`e all.information required by: and,-com Div,with any and;all requirements of any and all governmental authorities-{the "Authorities) under the Laws. (3) Should any Authority or any court of competent jurisdiction demand that a cleanup plan be prepared and that a cleanup-be undertaken because of any deposit, spill, discharge, or other release of Hazardous Substances that occurs during the life of this Lease, at, on, or from the leased premises, or which arises at any time as a result of Lessee's use(s) or occupancy(ies) of the leased premises, then Lessee shall, at Lessee's cost and expense, rr aro and{,15 9UbmfVth6rr6 f lainis' and 611're' lated bonds-,and other financial a§'WY aces-and.,�oarry out all such cleanup plans in a timely manner. (4) Lessee shall promptly provide all information regarding the use, generation, storage, transportation, or disposal of Hazardous Substances that is requested by Lessor. If Lessee fails to fulfill any duty imposed under this paragraph 5c of this Section of this Article within a reasonable period of time following service of proper notice, 21 [M.11210][EA200A 06icDRFAepWffBOdAreasdftamhirest.T(RFNPpagbIOdoEdad4 Agreement.PDF][Page 27 of 101] 2- Less'or may do so; and, in such case, Lessee shall cooperate with Lessor in order to prepare any arjd .all documents Lessor deems necessary or appropriate to determine the applicability of the Laws to the leased premises and Lessee's occupancy(ies) and/or use(s) thereof, and for compliance therewith, and Lessee shall execute any and all such documents promptly upon Lessor's request. NO SUCH ACTION BY LESSOR AND NO ATTEMPTMADE BY LESSOR TO MITIGATE DAMAGES UNDER ANY LAW SHALL CONSTITUTE A WAIVER OF ANY OF LESSEE'S OBLIGATIONS UNDER THIS PARAGRAPH 5G OF THIS SECTION OF THIS ARTICLE. d. Indemnification: Lessee shall Indemnify, defend, and hold harmless Lessor, Lessor's officers, agents and employees from all fines, suits, procedures, claims, and actions of every kind, and all costs associated therewith (including reasonable attorneys' and consultants'fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of Hazardous Substances that occurs at any time during the life of this Lease as a result of any and all use(s) and/or occupancy(les) of said premises by Lessee or any employee, representative, agent, contractor, sub-contractor, supplier, customer, guest, invitee, tenant or sub-lessee of Lessee, or I as a result of Lessee's failure to provide�any or all information, make any or all'submissions, missions, and take any and all steps required by any or all Authorities under the Laws and any and all other environmental laws. e. Lessee's Obligations/Liabilities Surviving Expiration of Life of Lease: Lessee's obligations and liabilities under paragraphs "b", "c" and "d" of this sub-section 5, above, SHALL SURVIVE THE. EXPIRATION OF THE LIFE OF THIS LE F. TAXES AND ASSESSMENTS 1. Taxes and Assessments: In addition to the rentals, fees, and charges herein set forth,,Lessee S'hall,pay; as and when due (but not later than fifteen [151 days prior to the delinquency date thereof) any and all taxes and general and special assessments of any and all types or descriptions whatsoever which, at any time and from time to time during the life of this Lease, may be levied upon or assessed against Lessee, the leased premises and/or any one,or more of the Improvements located therein or thereon and appurtenances thereto, other property located therein or thereon belonging to Lessor or Lessee, and/or upon or against Lessee's interest(s) In and to said premises, improvements and/or other property, INCLUDING POSSESSORY INTEREST as and when such be applicable to Lessee hereunder (See "NOTE" at the end of this Section.) - 2. Lessor Held Harmless: Lessee agrees to protect and hold harmless Lessor, the leased premises and any and all improvements located therein or thereon and any and all facilities appurtenant thereto and any and all other property(les) located 22 [M.112W][EA200A 06icD 2RFAepWffBOdAreasdftamhirei3t-.T(RFNf�ngblg&oEdad4 Agreement.PDF][Page 28 of 101] therein or thereon and any and all of Lessor's interest(s) in and/or to said premises, Improvements, appurtenant facilities, and/or othe,r, property(ies), from any and all such taxes and assessments, including any and all interest, penalties and other expenses which may be imposed thereby or result therefrom, and from any lien therefor or sale or other proceedings to enforce payment thereof. 3. Lessee's Right to Appeal: NOTHING WITHIN THIS SECTION OF THIS ARTICLE SHALL BE DEEMED TO LIMIT ANY OF LESSEE'S RIGHTS TO APPEAL ANY SUCH LEVIES AND/OR ASSESSM ENTS IN ACCORDANCE WITH THE RULES, REGULATIONS., LAWS, STATUTES GOVERNING OR ORDINANCES THE APPEAL PROCESS OF THE TAXING AUTHORITY(IES) MAKING SUCH LEVIES AND/OR ASSESSMENTS. NOTE Any interest in real property which exists as a result of possession, exclusive use, or a right to possession or exclusive use of any real property (land and/orr improvements located therein or thereon)which Is owned by the City of Fresno (LESSOR) IS A TAXABLE -POSSESSORY INTEREST, unless the possessor Of interest in such property is exempt from taxation. With regard to any POSSESSORY interest to be acquired by LESSEE hereunder, Lessee, by its signatures hereunto affixed, warrants, stipulates, confirms, acknowledges and agrees that, PRIOR ITS EXECUTING THIS LEASE, LESSEE EITHER TOOK A COPY HEREOF. TO THE OFFICE OF THE FRESNO COUNTY TAX ASSESSOR OR BY SOME OTHER APPROPRIATE MEANS, INDEPENDENT OF LESSOR OR ANY EMPLOYEE, AGENT, OR REPRESENTATIVE OF LESSOR, DETERMINED, TO LESSEE'S FULL AND COMPLETE SATISFACTION, HOW MUCH LESSEE WILL BE TAXED, IF AT ALL. G. OBSERVATION OF GOVERNMENTAL REGULATIONS AND MINIMUM STANDARDS 1. Airport Rules and Regulations: Lessor reserves the right to adopt, amend and enforce reasonable rules and reguldtions and Minimum Standards governing the leased premises and the public areas and facilities used by Lessee in connection therewith. Such rules and regulations shall be consistent with the safety, security and overall public utility of Airport and with the rules, regulations and orders of the Federal Aviation Administration (FAA) and of the Transportation Security Administration (TSA) (or such successor agency[les] as may, at any time and from time to time during the life hereof be designated by the Federal Government to perform either similar, new, additional, and/or supplemental functions, powers and/or duties with respect to air transportation, aircraft, Airports, etc.), and such rules and regulations shall NOT be inconsistent with the provisions of this Lease or the procedures prescribed and approved, from time to time, by the FAA with respect to 23 [M.11210][EA200A 06icDYRFAepWffBOdAreasdftamhirei3t&(RF,1[PpagblgOcbEda94 Agreement.PDF][Page 29 of 101] the operation of aircraft at the Airport. Lessee agrees to observe, obey and abide by all such rules and regulations heretofore or hereafter adopted or amended by Lessor, including compliance with FAA and Airpoh security rules, regulations and plans. a. Lessee's Liability for Penalties imposed on Lesser by FAA: Lessee shall be fully liable to Lessor for an and all claims demands, damages, fines and/or penalties of any nature whatsoever which may be imposed upon Lessor by the United States Government as.a result of any'unauthorized entry by Lessee, Lessee's employees, agents, regresentatives, servants, tenants, customers, patrons, guests, invitees, sub-lessees, contractors, sub-contractors, or any vehicle operated thereby, into any area of the Airport to which access by persons or vehicles is restricted/controlled pursuant to FAA/Ajrpqft3,p�cur1t Rules/Regulations/Plans, AND LESSEE SHALL BE SIMILARLY LIABLE TO LESSOR WHERE ANY SUCH CLAIM$, DEMANDS, DAMAGES, FINES AND/OR PENALTIES SHALL BE THE RESULT OF ANY VIOLATION BY ANY PERSON OR ENTITY WHOMSOEVER WHEN SUCH PERSON OR ENTITY MAY REASONABLY BE DEEMED TO HAVE GAINED ACCESS TO ANY SUCH AREA ON AIRPORT FROM THE PREMISES LEASED BY LESSEE UNDER THIS LEASE AS,:A RESULT,OF A FAILURE ON LESSEE'S PART TO CONTROL ACCESS TO SUCH AREAS PURSUANT TO THE PROVISIONS OF PARAGRAPH IV' OF THIS SUB-SECTION I OF THIS SECTION OF THIS ARTICLE, BELOW. b. LESSEE SHALL BE SOLELY RESPONSIBLE FOR CONTROLLING ACCESS TO ANY SUCH RESTRICTED/CONTROLLED AREAS FROM ANY AND ALL PARTS OF THE LEASED PREMISES AND SHALL, AT ALL TIMES DURING THE LIFE HEREOF, AT LESSEE'S OWN COST AND EXPENSE, PROVIDE AND/OR IMPLEMENT SUCHAPPROVED AIRPORT SECURITY MONITORING AND CONTROL SYSTEMS: EQUIPMENT, AND/OR PROCEDURES AS MAY BE REQUIRED TO FULLY COMPLY WITH ANY AND ALL SUCH RULES/,REGULATIONS/PLANS AS SUCH RULES/REGULATIONSIPLANS EXISTED) ON THE-COMMENCEMENT_DATE OF THE TERM HEREOF OR AS SUCH MAY EXIST, AT ANY TIME AND FROM TIME TO TIME, DURING THE LIFE OF THIS LEASE, SO AS TOPRECLUDE ANY UNAUTHORIZED ENTRY INTO ANY SUCH AREA FROM THE LEASED PREMISES BY ANY PERSON OR PERSONS WHOMSOEVER, 2. Other Governmental Regulations: Lessee shall, at all times during the life hereof, observe, obey and comply with any and all laws, statutes, ordinances, codes, rules, regulations, and/or orders of any governmental entity(ies) lawfully exercising any control(s) over either the Airport or over any part or all of Lessee's activities/operations thereon and/or therefrom, including, without limitation, any and all local business license and/or permit requirements. 3. Federal Grant Agreement Assurances: Those certain sixteen (16) numbered 24 [M.11210][EA200A 06icDYRFAepWffBOdAreasdftanduest.T(RFNPpagblSOcbEda94 Agreement.PDF][Page 30 of 101] provisions set forth within Section "B", "ASSURANCES", of EXHIBIT "B", "ASSURANCES REQUIRED BY THE FEDERAL,*.AVIATION ADMINISTRATION", attached hereto and made a part hereof, are those specific provisions required by the FAA to be appropriately included within all agreements (including, without limitation, leases, licenses, permits, and contracts} between Lessor and any and all persons and/or entities who use or perform work or conduct activities on Lessor- owned airport premises for aeronautical or non-aeronautical purposes. Lessee, by its signature(s) hereunto affixed, acknowledges that it has reviewed the aforesaid EXHIBIT, in its entirety, and fully understands the meaning, purpose, and intent thereof. Lessee expressly agrees that, throughout the life hereof, it shall fully and faithfully comply with, abide by and/or adhere to, as applicable and appropriate, each and every one of the numbered provisions contained within Section "B", "ASSURANCES", of said Exhibit (as said numbered provisions are reflected therein or as same may be amended, from time to time, during the life hereof, by Lessor, as and when the FAA's requirements thereon imposed may so dictate), which, pursuant to the guidelines established within paragraphs 2 through 4 of Section "A" of said Exhibit, shall either be applicable to Lessee on the start date of the term hereof or which, as a result of changing facts and/or circumstances, shall subsequently become applicable to Lessee, hereunder, during the life hereof. 4. Height Limits: No structure erected on the premises shall exceed the height limits as set for imaginary airport surfaces by Part 77 of the Federal Aviation Regulations, When any structures are to be erected or placed on the [eased premises, Lessee will be required-to file and shall file a "Notice of Proposed Construction or Alteration" with the Federal Aviation Administration. 5. Limitation on Lessor's Liability and Lessee's Right to Terminate: Lessor SHALL NOT be liable to Lessee for any diminution or deprivation of possession of any of Lessee's rights hereunder when such shall result from any exercise by Lessor of any such right or authority as in this Section or within EXHIBIT hereto, provided; and Lessee, by reason of the exercise of any such right or authority by Lessor, shall NOT be entitled to terminate, in whole or in part, the leasehold estate herein-created UNLESS,the exercise thereof by Lessor'shall,so interfere'-with Lessee's use and occupancy of the leasehold estate herein created so as to constitute a termination in whole or in part of this Lease by operation of law in accordance with the laws of the State of California. 6. Commercial Aviation Activity: a. Compliance with Governmental Regulations: Lessee, Lessee's tenants and sub-lessees, and any and all other persons or entities whomsoever, engaging in any COMMERCIAL AVIATION ACTIVITIES whatsoever in, on, to and/or from the leased premises shall, at all times during the life of this Lease, conduct any and all such activities in compliance with any and all laws, statutes, ordinances, rules, and regulations of any and all federal, state and local governmental agencies lawfully exercising authority over the Airport and/or over commercial 25 [M.1121.0][EA200A 06icDYPFAepWFMOdAreasdftarWnei3tdP&FNPpagbl&doEda94 Agreement.PDF][Page 31 of 101] activities conducted thereon, thereto or therefrom, including, without limitation, Chapter 2, Article 32, "Airport Regulations" of t116 City of Fresno Municipal Code (FMC), as such laws, statutes, ordinances, rules, and regulations exist(ed) at the time this Lease was entered into or as such may exist at any time and from time to time during the life hereof. At the time this Lease was entered into, certain sections of Chapter 2 of Article 32 of the FMC governing such activity, read(s) as follows: "Commercial Activity, No person shall engage in any business or commercial activity on the Airport EXCEPT with the approval of, and nd under such terms and conditions as may be prescribed by the Council." (Sec. 2-3202[c]) "Categories of Aircraft. Aircraft using the airport are divided into the following categories:" (Sec . 2-3202[g]) (1) "_Private: Aircraft privately owned and not operated for rent or hire, including corporate and flying-club aircraft." (Sec. 2-3202[g][1]) (2) "Commercial: Aircraft operated for rent or hire, !including air tax!, air carrier, charter, freight, aerial photography, crop dusting and instruction aircraft. Aircraft operated in th!8,category shall be considered commercial activities and shall be required to comply with subsection (c) of this section." (Sec. 2-3202[g][2]) b. Limitations on Commercial Use of Leased Promises By Persons Other than Lessee: Lessee expressly warrants and agrees that, throughout the life of this-Lease, Lessee SHALL NOT enter into any rental or sublease agreement, with any party(les)whomsoever, which'shall involve the use of any large, aircraft hangar or any Individual aircraft tee-hangar or shelter located on the leased premises for the purpose of storing COMMERCIAL aircraft therein or thereunder, UNLESS AND UNTIL the owner or oDerator of such aircraft holds EITHER a VALID "COMMERCIAL AVIATION OPERATIONS—-PERMIT" Issued by Lessor: OR a VALID "AIRPORT LEASE AGREEMENT" with-Lessor; OR a "BONA FIDE SUB-LEASE" (as defined within Ithin Exhibit D hereto With ,attached hereL Lessee or another Fixed Base Operator atthe Airport who holds a VALID "LEASE AGREEMENT" with Lessor. (1) Lessee further warrants and agrees that, EXCEPT for aircraft owned and/or operated by Lessee, Lessee SHALL NEITHE, suffer NOR permit any COMMERCIAL AIRCRAFT, as defined within paragraph "a" of this 26 [M.11210][EA2009 06icDYRFAepWffBOdAreasdftamhirei3t&(RF�,[PpggblSUdcEdW4 Agreement.PDF][Page 32 of 101] Section of this Article, to be stored on and operated from any outside aircraft tie-down/storage area located on the leased premises EXCEPT when the owner(s) and/or operators) of such aircraft shall be conducting COMMERCIAL AIRCRAFT OPERATIONS on, to and from the Airport In full conformity with the provisions of Section I of Exhibit "11)", hereto, and/or the then current rules and regulations of Lessor governing such activities. (2) Lessee shall be responsible for ensuring the observance, by all of its tenants and/or sub-lessees, of any and all of the foregoing provisions of this sub-section 6 of this Section of this Article. 7. Fuel Transport, Delivery, Transfer, Storage, and/or Dispensing Operations: a. General: (1) Lessee and any and all commercial fuel suppliers making deliveries to Lessee on Airport under authority of sub-section 5 of Section "B" of Article I of this Lease shall be solely responsible„for ensuring that they and every person employed by them who is assigned any aircraft fuel transport, storage, transfer, and/or dispensing duties at Airport are thoroughly familiar with the provisions of this sub-section 7 of this Section of this Article of this Lease and with any and all statutes, laws, ordinances, rules, regulations, standards and/or requirements applicable to the transport, storage, transfer and dispensing of aircraft fuels so as to ensure Lessee's and such supplier's full and faithful compliance therewith at all times during any and all such operations on Airport. I es shall QT'b6�parked,- (2) FuQgan 17-8 p_Q,r U t IS' ensing c stored,pr'pperateci,inside any hangar or other building. b. Operations by Lessee: (1) Any and all of Lessee's fuel storage, transport, delivery, transfer and/or dispensing operations hereunder shall, at all times during the life hereof, be accomplished pursuant to and in conformity with all federal, state, county, and municipal statutes, ordinances, codes, rules, regulations, requirements and/or standards applicable to such activities, as said statutes, ordinances, codes, rules, regulations, standards and/or requirements existed) on the commencement date of the term hereof or as such may, at any time and from time to time, exist during the life of this Lease. (2) Any and all tanks, vehicles, and other equipment or facilities used by Lessee to store, transfer, transport and/or dispense fuel shall, at all times during the life of this Lease, meet or exceed the minimum licensing, inspection, operational, safety, and/or environmental requirements or 27 [20'.11210][EA200A 06icDRFAepWffBOdAreasdftamhirest.T(RFNPpagblSdcblldad4 Agreement.PDF][Page 33 of 101] 2- standards established and/or imposed by any and all governmental entities lawfully exercising any control(s) over s.wch tanks, vehicles, equipment and/or facilities and/or the use, maintenance, inspection, testing or monitoring thereof, as said requirements and/or standards exist(ed) on the start date of the term hereof or as such may, at any time and from time to time, exist during the life of this Lease. Any and all of Lessee's uses Of such vehicles., equipment, and/or facilities and a i ny and all of Lessee's activities associated therewith shall conform to any and all such minimum requirements and standards as and when established therefor and/or imposed thereon by any one or more of said entities. (3) LESSEE SHALL IMMEDIATELY DISCONTINUE FUELING OPERATIONS UPON ITS REASONABLE DETERMINATION THAT ANY UNSAFE CONDITION EXISTS WITHIN THE VICINITY AND SHALL RESUME FUELING OPERATIONS ONLY WHEN IT REASONABLY DETERMINES IT IS SAFE TO DO SO. (9%,,Lessee shall -IMMEDIATELY REPORT FUEL SPILLS of more than 6n telephoning the City of Fr e gallon by tel .esno Airport Pubiic Safety Division jAirport. (5) Director and/or any designated representative(s)thereof, upon noting any condition or practice he or she reasonably determines to be unsafe, may immediately interrupt, suspend and/or terminate in its entirety any fuel transport, storage, transfer.or dispensing oppration(s) being conducted by Lessee at Airport, in which event, LESSEE SHALL-NOT RESUME ANY SUCH OPERATIOA§j_AT AIRPORT UNLESS AND UNTIL THE CAUSE(S) FOR ANY SUCH INTERRUPTION SUSPENSION AND/OR TERMINATION SHALL HAVE BEEN FULLY CORRECTED. (6) Throughout the life of this Lease, Lessee's fuel storage facilities and all fuel transport/transfer/dispensing vehicles and equipment operated by Lessee shall at all times be qjg&q _ppo bje, vtki,p� 1lonLby-any'and all"4 exercising controls over same and, when r ,� any such inspection shall evidence the existence f any unsafe and/or unsatisfactory condition, practice and/or procedure, Lessee shall immediately take any and ali acfiions as maybe required to fully correct any and all defic€envies noted and reported to Lessee. Any and all costs involved in the correcting of any and all such deficiencies shall be borne by Lessee. (7) WITHIN THIRTY (30) DAYS following the date on which Lessee shall first obtain a supplier of aircraft fuel(s) and then, throughout the remaining life hereof, within;thl rty-(-3- 0),daysJolloWing';aby:-Iand,a ll,,,.c-hang es,in any such suppliers;`LESSEE`SHALL`PROVIDE DIRECTOR-WITH,,WRI 28 [M11210][EA200A 06icDYRFAepWffBOdAreasdftamhirei3taAW ,[f�bISAdcEdad4 Agreement.PDF][Page 34 of 101] NOTICE IDENTIFYING WHO SHALL BE DELIVERING AIRCRAFT FUEL(S) TO LESSEE ON AIRPORT, Such identification shall include: (a) Supplier's legal name (and, as and when applicable, any "doing business as" name), mailing address and telephone number; and (b) The name, address and telephone number of the supplier's representative having responsibility for supplier's operations at Airport. (8) Throughout the life of this Lease, prior to any delivery of any aircraft fuel(s)to Lessee on Airport by any supplier and before Lessee enters into any contract or agreement with any such supplier therefor, LESSEE SHALL P_ROVIDE ANY AND ALL SUCH SUPPLIERS WITHA COPY OF BOTH SUB-SECTION 5 OF SECTION "B" OF ARTICLE I OF THIS LEASE AND THIS SUB-SECTION Z OF THIS SECTION OF THIS ARTICLE OF THIS LEASE. (9) Within ten (10) days following the date on which the FIRST DELIVERY of aircraft fuel(s) to Airport for storage, use, and/or sale by Lessee under authority of this Lease Occurs, LESSEE SHALL PROVIDE Director with date on which such delivery IVP ..was made, written notice, specifying the the date on which aircraft fuel,sales either commenced or shall commence, and the types of aircraft fuels then being made available to the public by Lessee. c. NOp6rations by Lessee's Fuel Suppliers-: (1) THE AUTHORIZATION PROVIDED WITHIN SUB-SECTION 5 OF SECTION "B" OF ARTICLE I HEREOF FOR FUEL SUPPLIERS TO 'DELIVER�FUELS-TO LESSEE ON AIRPORT SHALL 'IN EACH AND EVERY CASE, BE.' DEEMED TO BE GRANTED BY LESSOR TO ANY SUCH SUPPLIER SUBJECT TOAND/OR CONDITIONED UPON SUCH SUPPLIER'S ACCEPTING AND AGREEING TO OBSERVE. KEEP UNDERTAKE, AND/OR PERFORM EACH.AND ALL OF THE TERMS, COVENANTS, CONDITIONS, AGREEMENTS, AND PROVISIONS OF THIS SUB-SECTION 7 OF THIS SECTION "GII-OF THIS ARTICLE APPLICABLE TO SUCH SUPPLIER, (2) Any failure on the part of Lessee to provide any such supplier with a copy of both sub-section 5 of Section "B" of Article I of this Lease and this sub-section 7 of this Section of this Article pursuant to and in conformity with the provisions of sub-paragraph 7b(8) of this Section of this Article, above, shall in no way whatsoever serve to relieve any such supplier of 29 [M.11210][EA200A 06icDYPFAepWffBOdAreasdftafzhirei3tdP&F,1[PpagblS6doEda94 Agreement.PDF][Page 35 of 101] any of Its records-keeping and/or reporting.obligations under this Lease. (3) Any and all fuel storage, transport, delivery, transfer and dispensing operations conducted by any and all of Lessee's fuel suppliers on Airport under authority of this Lease shall be accomplished pursuant to and in conformity with the provisions of this sub-section 7 of this Lease and any and all federal, state, county, and municipal statutes, laws, ordinances, codes, rules, regulations, requirements and/or standards applicable to such activities, as said statutes, laws, ordinances, codes, rules, regulations, standards and/or requirements existed)on the start date of the term of this Lease or as such may, at any time and from time to time, exist during the life hereof. (4) Any and all tanks, vehicles, and other equipment owned and/or operated by any and all of Lessee's fuel suppliers to store, transfer, transport and/or dispense fuel on Airport under authority of this Lease shall at all times meet or exceed the minimum licensing, Inspection, operational, safety, and environmental requirements and/or standards established and/or imposed by any and all governmental entities lawfully exercising any control(s) over such tanks, vehicles and equipment and/or the using and maintaining thereof, as said requirements and/or standards exist(ed) on the start date of the term of this Lease or as such may, at any time and from time to time, exist during the life hereof. Any and all of such fuel supplier's uses of said vehicles and equipment and any and all activities associated therewith on Airport shall conform to any and all such minimum requirements and standards as and when established therefor and/or imposed thereon by any such entities. (5)_EXCEPT for such fuel as may be delivered, at the request of Lessee, directly into fuel transport and dispensing vehicles owned or operated by Lessee for temporary operational storage therein pending direct delivery to and transfer into aircraft, WHEN MAKING FUEL DELIVERIES TO LESSEE ON-AIRPORT UNDER AUTHORITY Of-SUB-SECTION-5 OF SECTION "B" OF ARTICLE I OF THIS LEASE LESSEE'S FUEL wm� SUPPLIERS SHALL TRANSFER FUEL FROM ANY AND ALL FUEL DELIVERY VEHICLES OWNED OR OPERATED BY SUPPLIER ONLY F 'R �i! g,�lqd MAR, R N 114 1''p (6) LESSEE'S FUEL SUPPLIERS SHALL IMMEDIATELY DISCONTINUE FUEL TRANSFER OPERATIONS UPON FUEL SUPPLIER'S REASONABLE DETERMINATION THAT ANY CONDITION EXISTS WITHIN THE VICINITY THAT IS UNSAFE AND SHALL RESUME SUCH OPERATIONS ONLY WHEN FUEL SUPPLIER REASONABLY DETERMINES IT IS SAFE TO DO SO. 30 [M11210][EA200A 06icDYPFAepWffBOdAreasdftarwnei3t.T(3f,1[PMblS6cbllda94 Agreement.PDF][Page 36 of 101] (7) Lessee's fuel suppliers shall IMMEDIATELY REPORT_FUEL-SPILLS supplier's fuel transfer operations lion occurring during Iie of more than one gallon on Airport by telephoning the City of Fresno Airport Public Safety Division at the Fresno Air Terminal. (8) Director and/or any designated representative(s) thereof, upon noting any condition or practice ;n he or she reasonably determines to be unsafe, may immediately interrupt, suspend and/or terminate In Its entirety any fuel transport or transfer operations being conducted by Lessee's fuel suppliers at Airport, in which event, such operation(s) SHALL NOT BE RESUMED UNLESS AND UNTIL THE CAUSES) FOR,ANY SUCH INTERRUPTION, SUSPENSION AND/OR TERMINATION SHALL HAVE BEEN FULLY CORRECTED. (9) Throughout the life of this Lease, any and all vehicles and equipment operated by Lessee's fuel suppliers on Airport shall at all times be subject to inspection by any and all governmental entities lawfully exercising controls over same and, when any such Inspection shall evidence the existence of any unsafe and/or unsatisfactory condition, practice and/or procedure, the supplier concerned shall immediately take any and all actions as may be required to fully correct any and all deficiencies noted and reported to supplier. d. Records: Lessee agrees to keep and shall keep accurate books, records and accounts of any and all gallons of aircraft fuel(s) delivered to Lessee by any and all commercial fuel suppliers making deliveries to Lessee on Airport under authority of sub-section 5 of Section "B" of Article I of this Lease and any and all.gallons of aircraft fuel(s) otherwise obtained, stored, Q SUCH sold or used by Lessee on Airport under authority hereof, _A.N SUPPLIER(S)AGREE TO KEEP ACCURATE BOOKS RECORDS AND ACCOUNTS OF ANY AND ALL GALLONS OF AIRCRAFT FUEL(S) DELIVERED TO LESSEE ON AIRPORT. e. Monthly Fuel Flowage Reports (1) LESSEE shall provide Lessor with monthly FUEL FLO IVAGE REPORTS (on forms provided by Lessor and/or in a form acceptable to Lessor) in such detail and breakdown as may reasonably be required by Lessor, evidencing-the number of any and all gallons of aircraft fuels delivered to Lessee by any and all commercial fuel suppliers making deliveries to Lessee on Airport under authority of sub-section 5 of Section "B" of Article I of this Lease and the number of any and all gallons of aircraft fuels otherwise obtained, stored, sold and/or used by Lessee on Airport under authority hereof. (2) FUEL SUPPLIERS making deliveries to Lessee on Airport under 31 [M.11210][EA200A 06icDYRFAepWffBOdAreasdftamhirei3t&(RF,1[PMblWdoEda94 Agreement.PDF][Page 37 of 101] authority of paragraph 6 of Section "B" of Article I of this Lease shall (IF AND WHEN SO REQUESTED BY LESSOR IN WRITING) provide Lessor with monthly reports (on forms provided by Lessor and/or Ina form acceptable to Lessor) in such detail and breakdown as may reasonably be required by Lessor, evidencing the number of any and all gallons of aircraft fuels delivered to Lessee. (3) Commencing with the,month immediately following the month during which the term of this Lease shall begin, and then continuing monthly thereafter throughout the life hereof, such MONTHLY REPORT (FOR THE PRECEDING L06NIH) shall be submitted by,Lpssee. (and it supplierrs.1 if and whenso requested in writing by Less oh}with sufficient timeliness SO AS TO BE RECEIVED BY LESSOR ON OR BEFORE THE TENTH (10TH) CALENDAR DAY OF EACH AND EVERY MONTH. The report(s) due for the last month of the life of this Lease shall be submitted within ten (10) days following the date on which the life hereof shall end. (4) ALL SUCH MONTHLY REPORTS SUBMITTED BY LESSEE_SHALL BE ACCOMPANIED BY LESSEE'S PAYMENT IN FULL OF ANY AND ALL FUEL,FLOWAGE FEES THEN DUE TO BE PAID BY LESSEE PURSUANT TO THE PROVISIONS OF SECTION "C" OF ARTICLE V OF THIS LEASE. (5) Such reports (and fuel flowage fee payments by Lessee) shall be submitted to Lessor at the following address: CITY OF FRESNO AIRPORTS DEPARTMENT ATTN: Airports Accounting 4995 E. Clinton Way Fresno, CA 93727 or to such other address as Lessor may, at any time and from time to time during the life hereof, provide Lessee and Lessee's fuel suppliers in writing. (6) Any and,all such reports and fuel flowage fee payments received from Lessee and/or any and all records related thereto and/or associated therewith which are maintained by Lessee or Lessee's fuel supplier(s) shall be subject to,audit by Lessor, at the expense of Lessor. Lessor and/or Lessor's agents shall have the right, at any time and from time to time during the life hereof, at all reasonable times during the ordinary business hours of Lessor, to inspect and examine such records, accounts, books, statements, invoices, receipts, cash registers, metering devices, and other data as may be required to confirm the accuracy of the fuel flowage reports and fee payments of Lessee hereunder. (7) Lessee and its supplier(s) agree to'retain any and all records needed 32 [M.112M][EA200R McDYRF Agreement.PDF][Page 38 of 101] i j to verify the accuracy of any of Lessee's monthly'fuel flowage reports and fee payments for a minimum period of three and one half(3%) years following the end of the calendar month during which any aircraft fuels were delivered to Lessee by any supplier(s) and, as soon as possible but within thirty (30) days following service of any notice by Lessor of Lessor's desire to audit Lessee's fuel flowage reporting and fee payment records, Lessee and its supplier(s) shall make any and all such records available, in the City of Fresno, California, to Lessor and/or Lessor's agents at such reasonable times and at such reasonable places as may then be requested by Lessor, including, but not necessarily limited to, Lessee's place of business on Airport. ARTICLE V ANNUAL/MONTHLY RENT, RENTAL ADJUSTMENT, OTHER CHARGES, LATE PAYMENT, AND SECURITY DEPOSIT A. RENTAL 1. Rental: a. Interim Rents Pending determination of the current fair market rents as provided in section 1. b. Base Rents immediately below, Lessee will pay annual rent to Lessor in monthly installments, in advance, in the amounts Lessee has been paying under the superseded agreements, to wit: As to Lots 5, 5A, 5B, 5C, 5D, 6, and 6A $6,831.13 per month/ $81,973.56 per year, which shall also be the Base Rent for these lots. As'to Lots 7, 7A, 8;,8A, 9, 9A and 34 $5,787.16 per month/$69,445.92 per year. As to Lots 11, 11A, 12 and 12A $4,420.98 per month/$53,051.76 per year. b. Base Rent Promptly, Lessor and Lessee shall agree on a qualified and independent appraiser whom they shall jointly engage to study the market and determine the current fair market rents for each and all Lots 7, 7A, 8, 8A, 9, 9A, 10, 10A, 11, 11A, 12, 12A and 34, including in cases of Lots 7, 7A, 8, 8A, 9 and 9A only the current fair market rents for any structures or other improvements which may be erected or installed in or upon said Lots 7, 7A, 33 [M11210][EA200A 06icDRFAepWf BOdAreeadatamhreetaT(3f,1[€pggbI Aa94 Agreement.PDF][Page 39 of 101] 8, 8A, 9 and 9A. The appraiser's determinations shall be final and shall be the Base Rents. However, ln,,no case shall the base rent for any lot be less than the amount currently being charged and received by Lessor as rent for that lot. The base rent shall apply retroactively to June 1, 2006 as to Lots 11, 11 A, 12 and 12A and Lessee shall immediately pay to Lessor the difference, if any, between the rents Lessee had paid for these lots and what Lessee should h'ave paid for these lots. Since Lessee is surrendering its Interest in Lots 13, 13A 14 and 14A as of June 1, 2006, no rents shall apply to Lots 13, 13A, 14 and 14A after May 31, 2006. The base rent, when determined, shall apply as of September 1, 2006 to Lots 7, 7A, 8, 8A, 9, 9A, and 34 and Lessee shall immediately pay to Lessor the difference, if any, between the rentals Lessee had paid and what Lessee should have paid for these lots. The base rent, potentially adjusted as provided below, shall be applied to Lots 10 and I OA immediately upon the earlier of Lessor's (1) notice to Lessee granting possession of these lots to Lessee or (ii) June 1, 2008. Base rent shall be paid to Lessor in monthly installments, in advance. c. Subsequent Rents: (1) EFFECTIVE JUNE 1, 2007, AND ON EACH SUBSEQUENT ANNIVERSARY OF THE COMMENCEMENT DATE, THE ANNUAL/MONTHLY BASE RENT TO BE PAID TO LESSOR BY LESSEE SHALL BE SUBJECT TO ADJUSTMENT IN THE MANNER SET FORTH WITHIN SECTION "B" OF THIS ARTICLE, BELOW. 2., 'Pro ration of Rental: 'For any period less than a-full calendar month, for which rental shall be due to be paid to Lessor by Lessee, the rental therefor shall be pro-rated on a 30 day/month basis. 3. Place of Payment: Rent shall be paid to Lessor at the address shown below or at such place or places at which Lessor may in writing direct the payment thereof from time to time during the life hereof. CITY OF FRESNO AIRPORTS DEPARTMENT ATTN: Airports Accounting 4995 E. Clinton Way Fresno, CA 93727 34 [M.11210][EA200A 06icDYPFAepWffBOdAreasdftafzhirestdP&FNPpagblAfidoEda94 Agreement.PDF][Page 40 of 101] i i r B RE NT •ADJUSTMEhIT� Egph Ju �1.d�u,r 0Jh�term of this Lease, the A- 1-1ont�i y ent shall be subject to an adjustment`Any such rental adjustment made pursuant to the provisions of this Lease shall be made in proportion to the increases or decreases in the indices of (a) the United States Bureau of Labor Statistics for Employment, Hours, and Earnings from the Current Employment Statistics survey (National) SIC and (b) of the Producer Price Index- Commodities, in the manner illustrated on Exhibit °C", attached hereto and made a park hereof,*No.;ad]ustnn"6it"'�o the then prevailing Annual/Monthly Rent shall be,.mpde unless,the.-computation as aforesaid shall r; suIt;in a change In the then exi§�rng rent.of;teni,percent�(.10°� I't-ore,I Such change shall become effec{/ve on the anniversary date of the Lease for the ensuing twelve (12) months. This provision shall be effective in this manner as long as both indices above mentioned are published by said Government authorities in the same form and based on the same data as at the date of granting of this lease, and shall be re-defined to the mutual satisfaction of both Lessee and Lessor in the event of change in form and basis of indices. For the calendar year 2005, the U.S.B.L.S. Index for Employment, Hours, and Earnings from the Current Employment Statistics survey (National) SIC was 16.70 and the Producer Price Index- Commodities 157.3. All increases or decreases shall use these indices as their base. C. OTHER CHARGES I 1. Airport Use Fees/Charges: Nothing within this Lease contained shall be deemed to relieve Lessee, any employee of Lessee, or any one or more of Lessee's tenants, sub-lessees, customers, invitees, successors, assigns, or any other person or entity whomsoever, from payment of such other fees and charges as may legitimately accrue to Lessor pursuant to any Ordinance(s) and/or Resolution(s) of the City Council of Lessor in effect on the start date of the term hereof or as such may be passed/adopted and placed into effect by said Council, at any time and from time to time, during the life of this Lease, including, without limitation: a. Airport use fees and/or charges as are levied generally by Lessor directly upon the operations of aircraft, including, without limitation, aircraft landing I . ,fees and aircraft storage fees resulting from use of the public, common-use areas/facilities of the Airport under the direct control of Lessor; b. Fuel flowage fees as are generally levied by Lessor upon fuel delivery /storage /dispensing operations to/at/on the Airport; c. Miscellaneous fees and/or charge (including, without limitation, fees/charges for Airport security badges; copies of public documents [including extra copies of this Lease], returned check charges, etc.) as are generally assessed by Lessor against members of the general public and/or lessees, tenants, and/or other users of Airport premises and/or facilities. 35 [M11210][EA200A 06icDRFAepWfMOdAreesdatamhreet&(RF,1[€pagbIA41doEdad4 Agreement.PDF][Page 41 of 101] +3 V 2. Fuel Flowage Fees: Throughout the life of this Lease, In addition to the rentals set forth elsewhere herein, Lessor shall be entitled to collect and Lessee agrees to pay a FUEL FLOWAGE FEE FOR EACH AND EVERY GALLON OF AIRCRAFT FUEL DELIVERED TO THE LEASED PREMISES, AS AND WHEN SUCH FEES SHALL BECOME DUE HEREUNDER PURSUANT TO THE PROVISIONS OF PARAGRAPHS "a" THROUGH "c" OF THIS SUB-SECTION 2 BELOW. a. Amount of Fees: Subject to adjustment as provided herein, the initial amounts of the FUEL FLOWAGE FEES TO BE PAID BY LESSEE TO LESSOR SHALL BE AS FOLLOWS: ( ) c� $per gallon on all aircraft fuel delivered to Lessee on Airport pursuant to this Lease which shall be subsequently sold or delivered by Lessee to SCHEDULED:AIRLINES:PikO"VIDING SCHEDULED FLIGHTS TO AND FROM AIRPORT; and (2) $Q a74(seven cents) per gallon oq AL JT {j t FI,iE- delivered to Lessee on Airport pursuant to this Lease. b. Fuel Flowage Reports: Pursuant to and in conformity with the provisions of Article IV, Section G, sub-section 7, paragraph "e", of this Lease, Lessee shall, on a monthly basis, provide Lessor, at the address specified within sub-paragraph (5) of said paragraph with a FUEL. FLOWAGE REPORT (evidencing the total number of gallons of aircraft fuels delivered to the leased premises by Lessee and/or Lessee's own employees; or by a commercial supplier operating under authority of sub-section 5 of Section B of Article 1, hereof; or by any other person or entity whomsoever) ALONG WITH PAYMENT IN FULL OF THE TOTAL AMOUNT OF SUCH FUEL FLOWAGE FEES AS SHALL BE DUE TO BE PAID BY LESSEE FOR THE MONTH FOR WHICH SUCH REPORT SHALL BE SUBMITTED. c. it is mutually clearly understood and expressly agreed that the amount(s) of the FUEL FLOWAGE FEE set forth within this sub-section 2, above, MAY EITHER INCREA.SED'OR DECREASED AT'ANY TIME AND FROM TIME TO TIME DURING THE LIFE HEREOF BY ORDINANCE OR RESOLUTION OF THE CITY COUNCIL OF LESSOR; PROVIDED, that Lessee shall not, as a result of any such increase or decrease, be required.to pay fuel flowage fees GREATER THAN (NOR allowed to pay fuel flowage fees LESS THAN)those then applicable to other similar operators of aircraft at, on, to and from Airport. 3. Records: Lessee agrees to keep accurate books; records and accounts of the purchase and sale of aircraft fuels delivered to it on the airport premises and by the Lessee sold to various customers. 4. Effect of Failure to Pay Fees/Charges: Any failure by Lessee to pay any and all airport use fees, fuel flowage fees, and/or miscellaneous to o saf d t and charges to Lessor (AS ADDITIONAL RENT), as and when p 36 [M Yf210][EAaOaA 06icDRFAepWf BOdAreeadatamhreetaT(3f�,[€p,*IAU oLdad4 Agreement.PDF][Page 42 of 101] SHALL CONSTITUTE A DEFAULT ON THE PART OF LESSEE UNDER THIS LEASE. 5. Audit: a. Audit of Lessee's Fuel Flowage Records by Lessor: Any and all fuel flowage reports and fuel flowage fee payments received from Lessee and/or any and all records related thereto and/or associated therewith which are maintained by Lessee or Lessee's fuel supplier(s) shall be subject to audit by Lessor, at the expense of Lessor. Lessor and/or Lessor's agents shall have the right, at any time and from time to-time during the life hereof, at all reasonable times during the ordinary business hours of Lessor, to inspect and examine such records, accounts, books, statements, invoices, receipts, cash registers, metering devices, and other data as may be required to confirm the accuracy of the fuel flowage reports and fee payments of Lessee hereunder, b. Minimum Records' Retention Perlod� Lessee and its fuel supplier(s) agree to retain any and all records needed to verify the accuracy of any of Lessee's monthly fuel flowage reports and fee payments,for a minimum period of four (4) years following the end of the calendar month during which any aircraft fuel(s) were purchased by Lessee, and, as soon as possible but within thirty (30) days following service of any notice by Lessor of Lessor's desire to audit Lessee's fuel flowage reporting and fee payment records, Lessee (and its supplier[s] If, as and when so requested by Lessor) shall make any and all such records available, in the City of Fresno, California, to Lessor and/or Lessor's agents at such reasonable times and at such reasonable places as may then be requested by Lessor or Lessor's agents, including, but not necessarily limited to, Lessee's place of business on the Airport. D. STATISTICAL/OPERATIONAL AND INFORMATIONAL REPORTS I Monthly Reports: In addition to the monthly FUEL FLOWAGE REPORTS to be provided Lessor'by Lessee' pursuant to and in conformity-with the-provisions of paragraph 7e of Section G of Article IV, of this Lease, Lessee shall also provide Lessor,with monthly STATISTICAL./OPERATIONAL REPORTS, on forms supplied by Lessor or in a form acceptable to Lessor, showing in such detail and breakdown as Lessor may reasonably require, such other statistical/operational data concerning Lessee's operations at the Airport as Lessor may reasonably require Lessee to provide, including, without limitation, the number and type of based aircraft, the number of air taxi flights flown, and the number of passengers carried. a. Such reports (FOR THE PRECEDING MONTH) shall be submitted by Lessee with sufficient timeliness s6-as to be RECEIVED bV Lessor ON OR BEFORE the TENTH (10th) CALE N DAIZ-DAY of each and every month commencing with the second calendar month of the term hereof_and_ending 37 [M.11210][EA200A 06icDYRFAepWffBOdAreasdftamhirei3t-.T(3f,1[PpagbIAddoEda94 Agreement.PDF][Page 43 of 101] with the calendar month immediately following the month during which the life hereof shall end. b. All such monthly reports shall be submitted by Lessee to the following address: CITY OF FRESNO AIRPORTS DEPARTMENT ATTN: Airports Accounting 4995 E. Clinton Way Fresno, CA 93727 or to such other address as Lessor may, at any time and from time to time during the life hereof, provide Lessee in writing. 2. Special Reports: Lessee, upon Lessor's request, shall also provide Lessor with periodic and/or as required.SPECIAL INFORMATIONAL REPORTS notifying Lessor of: (1)the services being provided the,public by Lessee and any and all tenants/sub-lessees of Lessee at Airport; (2) the number of aircraft T-Hangars, aircraft shelters, and the number of outside aircraft tie-down and/or storage spaces being made available by Lessee and/or sub-lessees of Lessee for lease or rent by the public and the rental rates charged therefore; and (3) such other operational information as Lessor may, at any time and from time to time during the life hereof, reasonably require. Lessee shall provide Lessor with any and all such SPECIAL INFORMATIONAL REPORTS within ten (10) days following receipt of Lessor's request therefore. Any and all such SPECIALINFORMATIONAL REPORTS shall be submitted by Lessee to the address specified within Lessor's request for such report. E. LATE PAYMENT CHARGE 1. Late Payment Charge: SHOULD ANY INSTALLMENT OF RENT OR OTHER_ PAYMENT OF FEES ACCRUING UNDER THE,PROVISIONS OF THIS LEASE NOT BE PAID AS AND WHEN DUE, A LATE PAYMENT CHARGE EQ!16�TQ ONE AND'ONE-HALF PERCENT (1.5%) OF THE TOTAL AMOUNT OF SUCH OVERDUE AMOUNT SHALL BE CHARGED ON A MONTHLY COMPOUNDED BASIS FROM THE DATE WHEN DUE UNTIL SUCH OVERDUE AMOUNT OR OTHER PAYMENT AMOUNTS) SHALL BE RECEIVED BY LESSOR. .The minimum charge per month shall beONE DOLLARJ 1.00). 2. Best Estimate of Damage: Lessee and Lessor recognize that the damage which Lessor shall suffer as a result of Lessee's failure to pay rent and/or other sums is-difficult to ascertain, abovesaid late charge being the best estimate of the damage which Lessor shall suffer In the event of Lessee's late.payment. 3. Change to Late Payment Charge: IT IS EXPRESSLY STIPULATED THAT THE AMOUNT OF THE HERELNABOVESAID LATE PAYMENT CHARGE MAY AT ANY TIME AND FROM TIME TO TIME DURING THE LIFE OF THIS LEASE, B. 38 [M.11210][EA200A Agreement.PDF][Page 44 of 101] i i i 1 CHANGED BY ORDINANCE/ RESOLUTION PASSED/ADOPTED BY THE CITY COUNCIL OF LESSOR WHEN, IN SAID COUNCILS OPINION, ECONOMIC CONDITIONS AND/OR OTHER RELEVANT FACTS AND/OR CIRCUMSTANCES MAY REASONABLY WARRANT SUCH ACTION. 4. Non-Relief From Payment: Nothing within this Lease contained shall be deemed, in any way whatsoever, to relieve Lessee from payment of rent or other sums at the time and in the manner herein provided. F. SURETY 1. Due Date, Type and Amount of Surety: Within thirty(30) days following the commencement date of the term hereof, Lessee, shall provide Lessor, at the address specified within sub-section 3 of Section "A" of this Article, above, and then, at all times throughout the remainder of the life of this Lease maintain on file therewith, a valid SURETY INSTRUMENT OR SURETY AMOUNT, in an amount equal to three (3) months rent, guaranteeing Lessee's fully and faithfully undertaking, observing, I keeping and performing any and all of the terms, covenants, conditions, warranties, agreements, undertakings, and/or provisions hereof to be observed, kept, performed, and/or undertaken by Lessee, 2. Form of Surety: The surety instrument shall be in one of the following forms: a. A SURETY BOND issued by an insurance company lawfully admitted and doing business in good standing in the State of California and authorized to write such bonds in said State; or b. An IRREVOCABLE LETTER OF CREDIT established in favor of Lessor for the account of Lessee by a federally chartered BANK located in the State of California and lawfully doing business in said State; or c. An AUTOMATICALLY RENEWABLE CERTIFICATE OF DEPOSIT in the 'name of Lessor issued by a federally chartered Bank or Savings and Loan Association located in the State of California and lawfully doing business in said State (Interest may accrue to Lessee fDeoositorl; or d. A CASH DEPOSIT (LESSOR SHALL NOT BE OBLIGATED OR REQUIRED TO PAY AND SHALL NOT PAY ANY INTEREST WHATSOEVER, OR TO SEGREGATE FUNDS), 3. Return/Surrender/Release of Surety by Lessor: EXCEPT as provided within sub-section 4 of this Section of this Article, below, at the end of the life hereof, such SURETY as shall have been provided by Lessee and which is then currently being held by Lessor shall be returned/ surrendered/released by Lessor, PROVIDED that there are no outstanding claims against Lessee. 39 [M Y1210][EAM06 McDRFAWfFBOdAreeaeJftatrreeta3F,�[€pggbIAa9 Agreement.PDF][Page 45 of 101] 4. Liquidated Damages: If this Lease is terminated early by Lessor pursuant to the default provisions, hereof, as a result,of Lessee's,failure to keep, observe, or perform any,of the terms, covenants, conditions, warranties, agreements, or provisions F hereof to be kept, observed, or performed by Lessee, THE ENTIRE AMC?UNT-_ SUCH SURETY INSTRUMENT MAY BE CLAIMED RETAINED AND USED BY LESSOR AS LIQUIDATED-DAMAGES. ARTICLE VI INDEMNIFICATION, EXEMPTION OF LESSOR, AND INSURANCE A. INDEMNIFICATION 1. Lessee shall hold Lessor completely harmless and Indemnify, protect and defend Lessor and Lessor's officials, members, employees, and agents against any and all claims, judgments, fines, damages, demands,liabilities, suits, notices, costs and expenses (including all reasonable costs and expenses for investigation and defense thereof[including, but not limited to attorney fees, court costs and consultants' fees)), or any one, more or all of these, of any nature whatsoever, arising or allegedly arising, directly or Indirectly, out of, as a result of, or incident to, or in any way connected with: (1) Lessee's OGCUpancy(les) and/or use(s) of any part or all of the leased premises; (2) Lessee's exercise of any one, more or all of the rights and privileges herein granted; (3) any breach or default in the performance of any obligation on Lessee's part to be performed under the terms of this Lease; and/or(4) any act(s)or omission(s) on the part of Lessee and/or any officer(s), agent(s), employee(s), contractor(s), sub-contractor(s), servant(s), representative(s), tenant(s), or sub-lessees of Lessee during the life hereof, EXCEPT for those claims dgments fines es. demands liabilities, suits,,.notices,.costs and qxpens esr -or any of these, SOLELY f the active ne 11 ence or willful misconduct , of Les 2.,Lessor shall give'to Lessee reasonable notice of any such claims or actions. 3. THE PROVISIONS,OF THtS SECTION OFTHIS ARTICLE SHALL SURVIVE THE EXPIRATION OR EARLY TERMINATIOK, OF THIS LEASE. B. EXEMPTION OF LESSOR: Lessee hereby specifically warrants, covenants and agrees that Lessor SHALL NOT be liable for Injury to Lessee's business or any loss of income therefrom or for damage to the goods, wares, merchandise or other property of Lessee'sLessee, employees, patrons, invitees, or any other person whomsoever, In or about the leased premisies, NOR shall Lessor be liable for injury to the person of Lessee, Lessee's servants, agents, employees, contractors, sub-contractors, tenants, sub-lessees, customers, or invitees, whether or not said damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the leakage, breakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air 40 [M.112W][EAMOA McDIP F*upmutfEBOdAreasdftarWnest.T&f�1[PpogblAficbfdW4 Agreement.PDF][Page 46 of 101] conditioning or lighting fixtures, or from any other cause, whether or not the said damage or injury results from conditions arising In o(on any part or all of the leased premises or in or on any of the improvement(s) and facilities appurtenant thereto located therein or thereon, or from other sources or places, and regardless of whether or not the cause of such damage or injury or the means of repairing the same is inaccessible to Lessee, EXCEPT where such injury, damage, and/or loss shall have been caused SOLELY by the active negligence or willful misconduct of Lessor. Lessee also covenants and agrees that Lessor SHALL NOT be liable for any damages arising from any act or neglect on the part of any third parties. C. INSURANCE 1. Insurance Requirements: Throughout the life of this Lease, Lessee shall, at Lessee's expense, obtain and at all times maintain In full force and effect such MINIMUM insurance as is set forth within paragraphs "a" and "b' of this sub-section 1, below, acceptable to Lessor"s Risk Manager. a. AIRCRAFT LIABILITY: (1) Lessee shall carry Aircraft Liability Insurance (including passengers) if Lessee Is to be operating, maintaining or storing any owned aircraft at Airport. (2) Lessee shall carry non-owned Aircraft Liability Insurance if Lessee engages in the use and/or operation of any non-owned aircraft. (3) The following limits shall apply to ALL aircraft liability insurance: Bodily Iniury Liability, EXCLUDING Passengers: $1,000,000.00 per occurrence; AND Passenger Bodily Injury Liability: A MINIMUM for each occurrence of at-least an amount equal to,$100,000.00 per passenger seat for the largest aircraft operated by Lessee; AND Property Damage liability: $500,000.00 per occurrence; OR Combined Bodily Injury and Property Damage Liability: A MINIMUM for each occurrence of at least an amount equal to the SUM of the minimum limits set forth above. b. GENERAL LIABILITY: AIRPORT OR ""PREMISES" LIABILITY: $1,000,000.00 per occurrence. 41 [M.11210][EA200A 06icDRFAepWffBOdAreasdftamhirest.T(RFNPpagbl4gdoEdad4 Agreement.PDF][Page 47 of 101] 2- PRODUCTS OR "COMPLETED PRODUCTS/OPERATIONS" 1.1ABILITY". $50G$000-00 Per Occurrence. GROUND HANGARKEEPER'S LIABILITY: $1,000,000.00 per occurrence either INSIDE or OUTSIDE of hangar(s). C. ENDORSEMENTS: The insurance policy(les) obtained and maintained in force by Lessee pursuant to the provisions of paragraphs 1 a and I b of this Article, above, shall contain the following endorsements: (1) Additional ins ured: An additional Insured endorsement in favor of City of Fresno, its officers, employees, agents and/or volunteers. (2) Cancellation Notice: A 30-day written notice of cancellation and/or material change'endorsement in favor of City of Fresno. d. FIRE AND EXTENDED COVERAGE INSURANCE: In addition to the insurance specified within paragraphs I a and 1 b of this Article, above, Lessee shall also obtain and maintain in-full force and effect a policy of FIRE AND EXTENDED COVERAGE INSURANCE protecting the [eased premises in a sum'sufficient to cover the TOTAL REPLACEMENT VALUE of ALL of the improvements located In or on same on the date the term hereof commence's and any and all other improvements which may, at any time and from time to time during the life hereof, be constructed and/or installed therein or thereon by Lessee, and the "Replacement Value" of such coverage shall be maintained current throughout the life of this Lease. e. WORKER'S COMPENSATION INSURANCE COVERAGES AS REQUIRED BY THE CALIFORNIA LABOR CODE, WITH COMPLETE WAIVER OF SUBROGATION IN FAVOR OF LESSOR. 2. Additional Insured and Notice of Cancellation or Material Change Endorsements: Any and all insurance policies required to be maintained by Lessee pursuant to the provisions of this Section "C" of this Article of this Lease, shall name the City of Fresno, California and Its officers,,employees and agents as ADDITIONAL INSURED and shall contain an unqualified thirty(30) day NOTICE OF CANCELLATION OR MATERIAL CHANGE ENDORSEMENT in favor of the City of Fresno. Should any material change in liability limits occur, City must be notified immediately, 3. Primary Coverage: SUCH INSURANCE AS SHALL BE MAINTAINED BY LESSEE PURSUANT TO THE INSURANCE PROVISIONS OF THIS LEASE SHALL BE ENDORSED AS BEING PRIMARY COVERAGE WHETHER OR NOT LESSOR, ITS OFFICERS, EMPLOYEES, OR AGENTS SHALL HAVE OTHER INSURANCE AGAINST ANY LOSS COVERED BY SUCH POLICIES and PRIOR TO THE EXPIRATION OF ANY AND ALL SUCH POLICIES LESSEE SHALL 42 [M.11210][EA200A 06icDYRFAepWFMOdAreasdftamhirei3t-.T(RF�1[f�blMdcEdad4 Agreement.PDF][Page 48 of 101] ENSURE THAT LESSEE'S INSURERS PROVIDE LESSOR WITH EVIDENCE OF R -WALS/CONTINUATI,ONS THEREOF, ENE--- 4. Evidence of Insurance: It is the responsibility of Lessee to ensure that Lessee's insurer(s) provide and maintain current with Lessor valid "Certificates of Insurance" and additional insured endorsements which shall list the following as additional insured: the City of Fresno, its airports, agents, officers and employees (or such other documentation I as Lessor, at its option, at any time and from time to time during the life of this Lease, may reasonably require, including copies of policies), which shall clearly evidence the fact that insurance coverage(s) and limit(s) equal to or, at Lessee's option, more extensive/greater than those hereinabove set forth are, without lapse(s) in coverage(s),*maintained In full force and effect by Lessee throughout the life of this Lease. Such evidence of insurance shall be provided Lessor at the following address: City of Fresno Airports Department 4995 E. Clinton Way Fresno, CA 93727 or to such other address as Lessor may, from time to time, provide Lessee in writing during the life hereof. 5. Additional Insurance: With reference to the abovesaid minimum insurance requirements, it Is mutually clearly understood, acknowledged and expressly agreed that Lessor shall have the right, at any time and from time to time during the life of this Lease, to reasonably require Lessee to purchase and maintain other and/or additional reasonable types/amounts of insurance should Lessor reasonably determine that, with the passing of time and/or changing facts and/or circumstances, the minimum types and amounts of coverages initially required of Lessee under this Section of this Article of this Lease shall be inadequate to cover the potential liability resulting from EITHER Lessee's uses and/or occupancies of the airport and/or the leased premises OR Lessee's activities/operations in, on, to or from same. ARTICLE Vill OPERATING STANDARDS A. DESIGNATION OF LOCAL REPRESENTATIVE BY LESSEE: Lessee shal;��,,,at a times retain in,.the,.Iocal,area,,a,qualified"rCoMp ent,and'experienced representative to. for in matters supervise* operations and authorized to represent and act foi leased pertaining to the day-to-day conduct of Lessee's business operations on the - premises. During any temporary periods of absence by said representative, an alternate representative of Lessee with like authorization must be presen t.,%,Lo88oe shall at all times k660,the Airports Director advised as to who Lessee's authorized" 43 [M1121.0][EA2100A 06icDPFAepWffBOdAreasdftafzhirei3tdP&F,1[PMbIASdoEdad4 Agreement.PDF][Page 49 of 101] rw communication can,be established with that ,,, .Pntative is and how immediate representative on a 24-hour basis in the event of an emergency. B. QUALITY OF SERVICE: In entering Into this Lease, Lessor has foremost in mind providing the aviation public with facilities and services of high quality, commensurate with the trade that is accustomed to using contemporary airport facilities, and Lessee (together with its tenants.and sub-lessees, If any) agrees to conduct its/their business in a proper and first-class manner at all times. Lessee further agrees that any and all services provided by Lessee and/or by Lessee's tenants and sub-lessees at Airport shall at all times be rendered in a prompt, clean, courteous', efficient, safe, and professional manner meeting, as a minimum, the requirements of the Minimum Standards then in effect and that any and all persons employed by Lessee, Lessee's tenants and sub-lessees for the purpose of providing any services shall at all times be professionally qualified and, as and when required, properly trained, certified and/or licensed to so perform, and that the number of such persons SHALL AT ALL TIMES BE ADEQUATE tO MEET THE DEMAND FOR SUCH SERVICES authority hereof. C. HOURS OF OPERATION: Lessee shall furnish its services dpring those hours rq,q,uired by the Minimum Sta:hdaids-in effect at the°time. D. OUTSIDE STORAGE: No materials, supplies, products, equipment or other personal property (other than I vehicles in regular use) shall be stored or permitted to remain outside approved buildings or structures EXCEPT in outside storage yards constructed by Lessee, at Lessee's cost and expense, so as to meet the requirements and standards of this Lease and Lessor's Development Department. E. OFF-STREET PARKING AREAS AND LOADING AREAS: All areas intended'for use and/or used as vehicle movement and parking areas sh,41[,have paved sbirfaces-z", and Lessee shall provide on the leased premises, off-street,vehicle parking and loading areas adequate to meet the needs of all of its employees, customers, guests, and visitors.* Such off-street parking and loading areas shall be constructed by Lessee, at Lessee's cost and expense, so as to meet the requirements and standards of Lessor's Development Department. F. SIGNS 1. Company Signs: Lessee will be permitted to place on the leased premise§U6 company identification signs &M- ore than twolf:Jhe Director shall approve:for each builri6ss authorized to conduct operations on the promises. a. These signs shall be for company identification only and.par_y.material of an..,,,j, , advertising or promotional nature is explicitly PROHIIBIfEb'.' Sign graphics shall �­ fflimited to the name and/or logo of the business entity, its telephone number and street address. One such sign may be placed so as to be seen from the 44 [M.1121.0][EA200A 06icDYRFAepWFMOdAreasdftamhirei3t.T&f,1[PpagblSOcbEda94 Agreement.PDF][Page 50 of 101] street frontage of the premises and one sign maybe placed so as to be seen from the aircraft parking/operations ramp frontage. b. Concentrated clusters of independent signs will NOT be permitted. In cases where two or more Individual signs are intended within a proximate area, they, shall be incorporated into a single, basic sign structure designed to accommodate the desired number of individual sign modules. C. The size of signs shall not exceed that which Is required for public recognition from the street or taxiway, nor shall they be disproportionate in size In comparison with the architectural features of the building and other improvements. All building mounted signs shall be mounted parallel with and flush against the wall of the building and shall not extend or be located above the top of the exterior wall or facade of the building upon which the sign is placed. d. Signs will not be painted on any buildings or building structures unless they are part of the architectural treatment of the building appearance. Exempted from this requirement shall be any sign EXISTING at the time of execution of this Lease, provided such sign is in conformity with the Fresno Municipal Code. e. Roof-mounted signs shall NOT be Installed anywhere-on the leased premises. f. A sign shall be coordinated relative to design and color with the building facade on which the sign is mounted. In no event shall a sign be permitted which dominates the building facade or clashes with the background coloring of the facade. g. Signs must be professionally designed, manufactured, installed and maintained so as to present, at all times throughout the life of this lease, an architecturally attractive appearance and to be harmonious with the architectural features of other improvements on the leased premises and surrounding properties. h. The location, size, shape, construction, materials and general appearance of any and all signs to be installed on any portion of the leased premises so as to be exposed to public view SHALL BE SUBJECT TO THE PRIOR WRITTEN APPROVAL OF DIRECTOR BEFORE INSTALLATION, unless such sign(s) shall be of a standard type and content meeting such standard signage plans and drawings as shall have been previously i approved by Director and Lessor's Development Department under sub-paragraphs 2c(2) and 2c(3) of Section C of Article IV, hereof. 1. Lessor reserves the right to require Lessee to remove, relocate, redesign and/or replace any sign placed on any part of the leased premises if and when the design, location and/or lighting of such sign shall be deemed by Lessor and/or 45 [M-112W][EA200A 06icD2RF AepWFEBOdAreasdftamhirei3t&(Rf�1[Ppagbl&ldoEdad4 Agreement.PDF][Page 51 of 101] the FAA or other governmental agency to adversely affect the safety of flight operations into, from and around Airport. 2. Other Authorized Signs:, Lessee may also post other signs and notices as may be required by I'egal authority or operational prudence, such as, but not limited to, airport security notices, safety hazard warnings, directional and warning signs for aircraft and surface vehicle traffic, etc. Such signs will be limited to those which are required or prudent, will be no larger than Is required in order to be seen by the intended viewer, and, in all cases, shall be neatly prepared and installed, have a finished and professional appearance, and be maintained in such condition as long as they are in place. 3. Commercial Advertising Sig ns: Lessee shall NOT suffer or permit to be installed upon or maintained on the leased premises, or on the outside of any improvements located thereon, any billboards or commercial advertising signs of any type whatsoever. G. USED 0'R TEMPORARY BUILDINGSISTRUCTURES: No used build ings/structures and/or temporary buildings/structures maybe moved onto or installed or maintained on the leased premises except with the prior approval of the Director. H. LIABILITY FOR DAMAGE: Lessee shall be liable for and shall promptly repair any damage to the leased premises where such damage shall be caused by any act or omission on the part of Lessee, Lessee's employees, contractors, agents, representatives,tenants, sub-lessee's, customers, or invitees. Lessee shall also be liable for and shall promptly repair any damage to other airport premises/facilities where here such damage shall be caused by any act or omission on the part of Lessee, Lessee's employees, contractors, agents, or representatives. Should Lessee fail or be unable to promptly effect any such repairs within thirty (30) days following Lessor's notice of the need therefore, Lessor shall have the right to make such repairs, and Lessee agrees to .reimburse Lessor for all'costs of such repairs, including administrative costs, within thirty (30)days following Lessors providing Lessee with a bill.for such costs. ARTICLE Vill DESTRUCTION of IMPROVEMENTS A. GENERAL: In the event that any improvements located in or on the leased premises shall be partially '�Q -time during the life hereof, the g.,f tally,-,,,destrpyed,�at,any respective rightstw obligations of the parties hereto with respect to reconstructing, re- building, restoring and/or repairing such improvements, and/or with respect to the matter of the continuance or termination of this Lease following such destruction, shall be controlled by the provisions of this Article, AND LESSEE SHALL NOTIFY 46 [M.112W][EA200A 06icD Agreement.PDF][Page 52 of 101] DIRECTOR OF ANY INSTANCE OF DESTRUCTION OF OR MAJOR DAMAGE TO SUCH IMPROVEMENTS IMMEDIATELY UPON LESSEE'S BECOMING AWARE OF ANY SUCH OCCURRENCE. B. DEFINITIONS: For the purposes of this Article of this Lease, the following definitions shall apply: 1. "Partial Destruction": The term "partial destruction", as used herein, shall be deemed to mean a destruction of improvements to such an extent that THE TOTAL' COSTS OF,RECONSTRUG�'�l,NG/RESTORING/REPAIRING/ REPLACING THE if ORaVEMENTS, TO AS GOOD A CONDITION OF HABITABILITY AND/OR USABILITY (FOR THOSE CERTAIN USES HEREIN AUTHORIZED AND INTENDED THEREFORE) AS EXISTED IMMEDIATELY PRIOR TO THE OCCURRENCE OF ANY SUCH DESTRUCTION, I-[ALL NOT EXCEED FIFTY 4 PERCENT (50%).OF`:THE TOTAL REPLACEMEN fl�C1�� OF ALL OF THE IMPROVEMENTS LOCATED IN AND ON THE LEASED PREMISES AS OF THE DATE IMMEDIATELY PRECEDING THE DATE OF SUCH DESTRUCTION. 2. "Total Destruction": The term "total destruction", as used herein, shall be deemed to mean a destruction of improvements to such an extent that THE TOTAL COSTS OF RECONSTRUCTING/RESTORING/REPAIRING/ REPLACING THE DESTROYED IMPROVEMENTS, TO AS GOOD A CONDITION OF HABITABILITY AND/OR USABILITY (FOR THOSE CERTAIN USES HEREIN AUTHORIZED AND INTENDED THEREFORE) AS EXISTED IMMEDIATELY PRIOR TO THE OCCURRENCE OF ANY SUCH DESTRUCTION, SHALL EXCEED FIFTY PERCENT (50%) OF THE TOTAL REPLACEMENT COST OF ALL OF THE IMPROVEMENTS LOCATED IN AND ON THE LEASED PREMISES AS OF THE DATE IMMEDIATELY PRECEDING THE DATE OF SUCH DESTRUCTION. C. DESTRUCTION OF IMPROVEMENTS BY COVERED RISKS: In the event any or all of the improvements located in and on the leased premises shall suffer either PARTIAL OR TOTAL DESTRUCTION, at any time during the life hereof, as a result of a casualty covered by any and all insurance maintained'by Lessee, �:.essee shall,prom tly co mpnce and AIligently prosecute to completion the°reconstructio`n`/res Ir to ratio rWrOpair u replacement of all such destroyed /damaged improvements, arthis Lease shall continue in,full:for°ce,and affects f,the totals cost,of such reconstruction /restoration }# IArepair/replacement exceeds the amount of proceeds received from any and all insurance maintained by Lessee, Lessee,shall still be obligated to complete and shall furr .; ` complete the reconstruction/restoration /repair/replacement of all such destroyed/damaged improvements, and Lessee shall be solely responsible for any difference between such total costs and such insurance proceeds. D. DESTRUCTION OF IMPROVEMENTS BY NON-COVERED RISKS 1. Partial Destruction: In the event the improvements constructed by Lessee 47 [M11210][EA200A 06icDRFAepWf BOdAreeadatamhreetaT(3f,1[€pggbI dad4 Agreement.PDF][Page 53 of 101] under this Lease shall suffer PARTIAL DESTRUCTION, at any time during the life hereof, as a result of a casualty NOT covered by any and all 'Insurance maintained by Lessee AND IF SUCH DESTRUCTIONSHALL NOT BETHE RESULT OF ANY WILLFUL MISCONDUCT OF�LESSEE: a, if the degree/extent of such destruction be such that the partially destroyed improvements may reasonably be deemed to have NOT been rendered untenantable or unsuitable for Lessee's continued beneficial occupancy and use thereof, Lessee shall, at Lessee's cost and expense, promptly commence and diligently prosecute to completion the reconstruction, restoration, replacement and/or repair of the PARTIALLY DESTROYED IMPROVEMENTS, and this Lease. shall continue in full force and effect, with no abatement of rental b. If such destruct I ion shall be so,extensive as to reasonably be deemed to render all or part of the partially destroyed improvements untenantable or unsuitable for Lessee's continued beneficial occupancy and use, Lessee shall, at Lessee's cost and expense, promptly commence and diligently prosecute to completion the reconstruction, restoration, replacement and/or repair of the PARTIALLY DESTROYED IMPROVEMENTS, and this Lease shall continue In full force and effect, in which event,'the rental due to be paid to Lessor by Lessee shall be abated, from the date of such destructlon to the date on which the partially destroyed improvements are restored ored to tenantable condition, in proportion to the degree/extent to which Lessee's occupancy(ies) and/or use(s) of the leased premises shall be impaired by such destruction. LESSEE EXPRESSLY ACKNOWLEDGES AND AGREES I THAT, EXCEPT FOR AFORESAID ABATEMENT OF RENT, LESSEE SHALL HAVE NO CLAIM WHATSOEVER AGAINST LESSOR FO I R ANY DAMAGE suj-,FtREQ BY..REASON OF ANY REPAIR, AND/OR :S:Q�C��HDESTRUC�TONRECONSTRUCTION� RES -0 LICH DESTRUCTION SHALL HAVE BEEN CAUSED BY ANY WILLFUL`MISCONDUCT OF LESSOR. 2. Total Destruction- In the event the improvements located in or on the leased premises shall sufferTOTAL DESTRUCTION, at any time during the life hereof, as a result of any casualty NOT covered by any insurance maintained by Lessee pursuant to the provisions hereof, IF SUCH DESTRUCTION SHALL NOT BE THE RESULT OF ANY WILLFUL MISCONDUCT ON THE PART OF LESSEE, Lessee may, at Lessee's option, elect to EITHER: (1) reconstruct the improvements, in C following t which event, Lessee shall, within thirty(30) days followhe date of such . perform; OR destruction, serve Lessor with'written notice of Lessee's electing to so pe o (2)terminate this Lease by service of written notice upon Lessor to such effect within thirty (30) days following the date of such destruction. a. In the event Lessee serves Lessor with notice of Lessee's electing to reconstruct the improvements pursuant to that certain option provided hereinabove within this sub-section 2 of this Section of this Article, Lessee shall then promptly commence and diligently prosecute to completion the 48 [M11210][EA200A 06icDYPF*upWffBOdAreaSdfteffzhirei3tdW ,[PpagbISAdoLdad4 Agreement.PDF][Page 54 of 101] reconstruction/restoration/repair/ replacement of all such destroyed/damaged improvements, and this Lease shall continue in full force and effect, In which event, the rental due to be paid to Lessor by Lessee shall be abated, from the date of such destruction to the date on which the totally destroyed improvements are restored to tenantable condition, in proportion to the degree/extent to which Lessee's occupancy(ies) and/or use(s) of the leased premises shall be impaired by such destruction. LESSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR AFORESAID ABATEMENT OF RENT, .LESSEE.,S HALL HAVE NO CLAIM WHATSOEVER AGAINST LESSOR FOR ANY DAMAGE SUFFERED BY REASON OF ANY SUCH DESTRUCTION, RECONSTRUCTION, REPAIR, AND/OR RESTORATION, EXCEPT WHEN SUCH DESTRUCTION SHALL HAVE BEEN CAUSED BY ANY WILLFUL MISCONDUCT OF LESSOR. b. Subject to the provisions of paragraph 2c of this Section of this Article, below, in the event Lessee fails to serve Lessor with either of the notices set forth within sub-section 2 of this Section of this Articlej..,above, or serves Lessor with notice of Lessee's electing to terminate this Lease pursuant to that certain option set forth within said sub-section 2, this Lease shall then be CANCELLED, TERMINATED, AND AT AN END AS OF 11:69:5.9.P.M. ON THE DATE OF SUCH DESTRUCTION, in which event, the parties hereto shall be relieved of any and all obligations, one to the other, hereunder, not accrued to the date of such termination. c. Deliberately left blank. 3. Partial or Total Destruction as the Result of Willful Misconduct on the Part of Lessee: In the event any or all of the improvements located in or on any part or all of the leased premises shall, at any time during the life hereof, suffer EITHER partial OR total destruction, IF SUCH DESTRUCTION SHALL BE CAUSED BY A CASUALTY NOT COVERED UNDER ANY INSURANCE POLICY(IES) I of MAINTAINED BY LESSEE pursuant to the provisions of Section "C" of Article V "fihis Lease, or-otherwise,-AND SHALL BE THE RESULT-OF-ANY WILLFUL MISCONDUCT ON THE PART OF LESSEE, this Lease shall continue in full force and effect and Lessee shall, at Lessee's cost and expense, promptly commence the reconstruction, restoration, replacement, and/or repair of such improvements and shall diligently prosecute and complete such reconstruction, restoration, replacement, and/or repair, within a reasonable period time, SO AS TO RESTOR AID,IMPROVEMENTSIOAS GOOD C?R BETTER CONDITIC}N'OP H BITABILITY AND/OR USABILITY{FOR �``T�iOSE CECERTAIN USES HEREIN AUTHORISED AND INTENDED THEREFORE} ASEXISTED IMMEDIATELY PRIOR TO THE OCCURRENCE OF ANY SUCH DESTRUCTION. 49 [M.11210][EA200A 06icDRFAepWFMOdAreasdftamhirest.T(RFNPpagbl56cbl[da94 Agreement.PDF][Page 55 of 101] i N ! ARTICLE IX ASSIGNMENT, SUBLEASING, AND HYPOTHECATION, TRANSFER AND ASSIGNMENT BY DEED OF TRUST A. GENERAL: Nothing.within this Lease contained shall be deemed to allow Lessee or Lessee's successors or assigns; either voluntarily or by operation of law, to hypothecate, encumber, sell, assign, surrender, or otherwise transfer this Lease, in whole or in part; or to hypothecate, encumber, sell, assign, surrender, or otherwise transfer, in whole or in part, any of Lessees rights, title and/or interests in or to any part or all of the leased premises and/or in or to any part or all of the improvements and appurtenances which existed therein or thereon at the commencement of the term hereof or which may, at any time and from time to time, be constructedlinstalled therein or thereon during the life of this Lease;o ll of the leased premises sublet or ebylany person� llo entifYer occupancy and/or use of any part other than Lessee. B. ASSIGNMENT: 1. Assignment : LESSEE MAY NOT AND SHALL NOT SELL TRANSFEROR MAKE ANY ASSIGNMENT OF THIS LEASE TO ANY OTHER PERSONS) OR ENTITY IES WHOMSOEVER U. I, HOUT THE-,PRIOR WRITTEN CONSENTOF LESSOR AND ANY PURPORTED/ATTEMPTED SALE TRANSFER AND/OR ASSIGNMENT OF THIS LEASE FOLLOWING LESSEE'S FULFILLMENT OF SUCH OBLIGATIONS WITHOUT SUCH ADVANCE WRITTEN CONSENT SHALL BE NULL AND V01D AND SHALL CONS1'iTUTE A BREACH OF THIS LEASE. NSENTT0 AND S- ALL11NOTIv- a. LESSOR A� hNOTa BE OBL IGA7'E1�TO�O.. GNSENT fi ANY SALE, TRANSFER AN©!OR ASSIGNMENT OF THIS LEASE BY LESSEE TO ANY OTHER PERSON OR ENTITY WHOMSOEVER \fjy LESSEE�.SHAL,-UBF"IN QF_,F-Ar iW O 1TS-�7SLIGATIONS THE THEREUNDERAS`OF THE DATE ON WHICH LESS�AVE OTHERWISOE BEEN SALE, TRANSFER AND/OR ASSIGNMENT.WOLD GIVEN. b. Lessor's consenting to any such actions SHALL NOT CONSTITUTE A WAIVER of the conditions, limitations, and restrictions of this Article relative to further or other such actions, which conditions, limitations, and restrictions APPLY to each and every sale, transfer and/or assignment hereof and shall be binding upon each and every transferee, assignee, and/or other successor in interest of Lessee. 2. Interests to be Transferred, Sold, and Assigned: ANY SALE, TRANSFER AND/OR ASSIGNMENT OF THIS LEASE BY LESSEE SHALLlVOLVE THE FULL AND COMPLETE SALE, TRANSFER AND ASSIGNMENT OF HE ENTIRETY OF 50 [M Y1210][EAaOaA 06icDRFAepW,M,3oAreeadataiw-eetaT&F,1[€paoI Aa94 Agreement.PDF][Page 56 of 101] - LESSEE'S LEASEHOLD INTERESTS THEREUNDER, 1CLUDING, WITHCJCJT LyfMITATION �LE .uEE'.S RIGHTS;TITLE AND-INTERESTS IN AND'TO:THIS,, ,g4EASE, THE LEASED�PREMISES`AND ANY AND ALL OF THE IMPROVEMENTS LOCATED THEREIN OR THEREON AND ANY AND ALL OF THE APPURTENANCES THERETO. 3. Procedures to be Followed: This section deleted. Lessor actual sale Lessee and/or may agree on the procedures to be followed when, as and an assignment is proposed, C. SUBLEASING. 1. Sub-Leasing: LESSEE MAY NOT AND SHALL NOT SUB-LEASE ANY PART OR ALL OF THE LEASED PREMISES TO ANY OTHER PERSON(S) ENTITY IES WHOMSOEVER WITHOUT THE PRI.OR:WRITTEN CONSENT:OF L SSOR,,AND ANY ATTEMPTED/PURPORTS SIJB-LEASING WITHOU I SUCH ,�bVANGE WRITTEN CONSENTS ALL BE NULL AND VOID AND SHALL CONSTITUTE A BREACH OF THIS LEASE. TH1SF'R0IISION SHALL,NOTE APPLY,TD.,AIRCRAFT HANGARAGE,AGREEMENTS ENTERED INiC?``I' 0DINARY 0OURSE O BUSINESS OF F LE SEE. a. NEITHER the provisions of any sub-lease consented to by Lessor NOR the fact that Lessor consented to any sub-lease shall, in any way Whatsoever, be deemed to relieve LESSEE of any one or more of Lessee's obligations under this Lease, b. Lessor's consenting to any SUB-LEASE SHALL NOT CONSTITUTE A WAIVER of any one or more of the conditions, limitations, and restrictions in this Article relative to further or other sub-lease agreements, which conditions, limitations and restrictions SHALL APPLY to each and every SUB-LEASE and shah be binding'upon each and every sub-lessee,,,assignee, transferee, and/or any other successor in interest of Lessee. C. LESSOR SHALL HAVE THE RIGHT TO WITHHOLD ITS CONSENT TO ANY SUB-LEASE WHERE LESSEE SHALL BE IN DEFAULT OF'ANY OF ITS OBLIGATIONS UNDER THIS LEASE AS OF THE DATE ON WHICH LES,_. SJ CONSENT TO THE SUB-LEASE WOULD OTHERWISE HAVE BEEN GIVEN, 2. Form of Sub-Leases: Any SUB-LEASING of any part or all of the leased premises by Lessee to any other person or entity SHALL BE,EFFECTED BY } MEANS OF A WRITTEN SUB LEASE AGREEMENT PREPARED IN A GENERALLY ACCEPTED CONTRACT FORM AND EXECUTED BY MOTH LESSEE AS SUB-LESSOR AND THE SUB-LESSEE NAMED THEREIN. 51 [M11210][EA200A 06icDRFAepWFEBOdAreeaditmzhr �eetaT(RFN€ bI.-ddckdad4 Agreement.PDF][Page 57 of 101] 3. Use of Premises by Sub-Lessees: UB�LEASE,entered into by Lessee concerning any part or all of the leased premises ,allI,euthorize br allc vl a y` UB_ SSEE to use.°any part"or all of the sub-leased portions) of ther,l asedapremises for ..,.., any uses/purposes/activities OTHER THAN those certain useslourposesl activities authorized and intended therefore within Section B of Article I hereof. 4. Term of Sub-Leases: LESSEE MA OT SUB LEASE ANY PART OR ALL OF THE LEASED PREMISES Ft,?RANY TERWEXTEN'D'ING BEYOND THE DAY IMMEDIATELY PRECEDING THE ENDING DATE OF THE TERM OF THIS LEASE AND ANY EXTENSION THEREOF, 5. Intentionally Omitted. Omitted. 6. Priority of Instruments: Whether or not such be clearly evidenced by an appropriate provision within any SUB-LEASE made and entered into by and between Lessee and any other person or entity concerning any part or all of the leased premises (and notwithstanding the absence of any such evidence within any SUB-LEASE consented to by Lessor)ANY AND ALL SUB- LEASES SHALL BE SUBJECT TO ANY AND ALL OF THE TERMS COVENANTS CONDITIONS PROHIBITIONS LIMITATIONS RESERVATIONS RESTRICTIONS1 WARRANTIES AGREEMENTS AND PROVISIONS OF THIS LEASE AND TO ANY AND ALL RIGHTS AND INTERESTS OF LESSOR THEREIN AND THERETO. NONE OF WHICH SHALL BE DEEMED TO BE WAIVED BY ANY CONSENT OF LESSOR TO ANY SUCH SUB-LEASE. NEITHER the intent NOR language of any SUB-LEASE entered into by and between Lessee and any other person(s) or entity(ies) concerning any part or all of the leased premises shall conflict with any of the terms, covenants, or conditions of this Lease and, IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS LEASE AND THE PROVISIONS OF ANY SUCH SUB-LEASE THE PROVISIONS OF THIS LEASE IN EACH AND EVERY INSTANCE, SHALL; CONTROL, 7. Notice by Lessee: NOT LESS THAN THIRTY(30) DAYS PRIOR TO THE START DATE OF THE�TERiVI OF ANY SUB-LEASE AGREEMENT LESSEE SHALL PROVIDE LESSOR WITH WRITTEN NOTICE OF LESSEE'S INTENT TO SUB-LEASE that certain portion of the leased premises identified within the particular Sub-Lease for which Lessor's consent shall be requested. Any and all such notices.shall be accompanied by a NON-RETURNABLE, full, complete and fully executed copy of the SUB-LEASES) Involved and shall contain Lessee's request for Lessor's consent thereto in writing. S. Amendments: ONCE LESSOR'S CONSENT SHALL BE GIVEN FOR ANY PARTICULAR SUB-LEASE THAT SUB-LEASE MAY NOT AND SHALL NOT BE MODIFIED IN ANY WAY WHATSOEVER OTHER THAN IN WRITING SIGNED BY THE P RTIES 1N INTEREST AT THE TIME OF THE MODIFICATION AND ANY SUCH MODIFICATION SHALL BE NULL AND VOID UNLESS APPROVED BY LESSOR IN WRITING PRIOR TO THE EFFECTIVE DATE THEREOF. 52 [M11210][EA200A 06icDRFAepWfMOdAreeadateftrreetdP&F�1[PpugbI dad4 Agreement.PDF][Page 58 of 101] } S. Special Sub-letting Provision: Lessor wlsf t. viro of Less' e s ciarrent' ub� i ten ant/subless,�s, namely,(i),th . n ae uin Valle Col10 e teach aircraft : rd,power,plant mechanics courses and. ii the, l] an and Districf�ice a ( ) A, r, L -tha FAAzJNOT benduced,to.relocate from,the,Airport;;because o :any future ­lncreases;ln the rents, fees and/or charges they pay Lesseei Accordingly, as to "r each of these`fwo s`ub-tenant/sub-lessees, Lessee shall advise Lessor of any objection Lessee may receive from either of them regarding any future increase or addition to their rents, fees an charges. Lessor, in Lessor's sole discretion, shall determine the amount(s) of any increase or addition that Lessee may charge der and, if said amount(s) is/are not acceptable to Lessee, then Lessee shall s Lessor Lessee's interest in the affected premises, with an appropriate reduction in Lessee's rent to Lessor, whereupon Lessor may lease the affected premises directly to the particular sub-tenant/sub-lessee D. HYPOTHECATION, TRANSFER AND ASSIGNMENT BY DEED OF TRUST: 1. General: NOTHING WITHIN THIS LEASE CONTAINED SHALL, IN ANY WAY LESSEE'S SUCCESSORS WHATSOEVER, BE DEEMED TO ALLOW LESSEE OR OR ASSIGNS TO MORTGAGE, PLEDGE, HYPOTHECATE, OR OTHERWISE ENCUMBER EITHER THIS LEASE, ANY PART OR ALL OF THE LEASED PREMISES, OR ANY ONE OR MORE OF THE IMPROVEMENTS LOCATED ANYWHERE IN OR ON SAID PREMISES, EXCEPT AS APPROVED BY LESSOR AND AS IS OTHERWISE WITHIN THIS LEASE SPECIFICALLY AUTHORIZED. In i the event Lessor shall so a rove the followingmethodolo involvin a Deed of Trust maybe utilized. ' 2. "Definitions": For the purposes of this Lease, the meanie s of the terms g "REPUTABLE LENDER", "TRUST DEED" (and/or"DEED OF TRUST"), and "PERMANENT IMPROVEMENTS", as hereinafter used within this Section "D", shall ji" "" „ "i "1 11 be as respectively set forth within paragraphs a , b and c of this sub-section, ' below. _ .. I POTABLE LENDER": The term "REPUTABLE LENDER" shall mean a. "REPUTABLE EITHER: (1) A BANK OR A SAVINGS AND LOAN ASSOCIATION located in the United States of America and lawfully authorized to do business in the State of California; or (2) An INSURANCE COMPANY, a REAL ESTATE INVESTMENT TRUST, a PENSION OR PROFIT SHARING PLAN or an INVESTMENT FIRM lawfully doing business in said State and engaged in the making of within sub-section 3 of this Section of this such loans as are hereinbelow Lease expressly authorized and described. 53 [M Y1210][EAaOaA 06icDRFAepWf ,,,An,au,lftaiw.eetaT(E3F,1[€paoI Aa94 Agreement.PDF][Page 59 of 101] b. "TRUST DEED" and "DEED OF TRUST": The terms "TRUST DEED" and "DEED OF TRUST", shall mean that certain LEGAL INSTRUMENT, requiring the consent of Lessor, entitled "DEED OF TRUST", "DEED OF TRUST AND ASSIGNMENT OF LEASES AND RENTS", OR"DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILING", as applicable and appropriate, made on a certain date as shown therein, by Lessee, as "TRUSTOR", to another person or entity who shall be named d and designated therein (and obligated to licitly perform thereunder) as "TRUSTEE", for the benefit of an REPUTABLE LENDER, who shall be the "BENEFICIARY" named therein, for the purpose of securing a PROMISSORY NOTE wherein and whereby Lessee promises to repay a loan made to Lessee by the "BENEFICIARY...for such purposes as are hereinbelow expressly set forth. c. "PERMANENT IMPROVEMENTS": The term "PERMANENT IMPROVEMENTS" shall mean those certain "SITE DEVELOPMENT AND CONSTRUCTION IMPROVEMENTS" required of Lessee under this Lease and any and all other improvements made to the leased premises by Lessee, at any time and from time during the life of this Lease, which, pursuant any of the provisions thereof, are "non-removable" improvements which become part of the realty to remain as the property of Lessor at the end of the life of this Lease. 3. Assignment by Deed of Trust: Subject to any and all of the limitations /restrictions /conditions/provisions of this Article, LESSEE shall have the right to _ASSIGN this Lease and the leasehold estate by DEED OF TRUST to an REPUTABLE LENDER as security for repayment of a loan made by such Lender to Lessee for the purpose of initially financing the construction /installation/completion of PERMANENT IMPROVEMENTS in and on the leased premises by Lessee. Once,,, all o the :)ermanent ii ''Ig_ro,I v,e I me.nts,for'WhIch an ' such loan shall.have been. 4:Ttv may then: obt ' cb on the Ign_-qP `premises, Lessee MARMY—essee are in-pa OF i. Lease n i:��I I a�&sWte"byDEE TRUST to an �6^ byrneht of,a loan made by such,1 Lender REPUTABLE LENDER 6%s' security cf6ri' p teds' see, for the purpose of paying off any short-term construction loan previously approved by Lessor and used by Lessee for the purpose of initially financing the construction, completion and installation of PERMANENT IMPROVEMENTS in and on the leased premises and, by such payoff replace such short-tpp_c along-term financing loan; or 9n§tryqtion loanwith,a long b. from time to time during the life of this Lease, assign this Lease and leasehold estate by DEED OF TRUST to such a Lender as security for repayment of a loan made by such a Lender to Lessee for the purpose of paying off and replacing any loan previously approved by Lessor and usod,lpy,Lesspe,for the pL,4,rpose of for PERMANENT IMPROVEMENTS ppvio.,usly" prqyji, g long-term,financing for e c o, blf�I W"I led,1 h"a,n d"on the leased premises with a long- t. pstr�qote&compldtod a teZM,,BEFINANCING LO&WA, 54 [2(2112tO][EA200A 06icD Agreement.PDF][Page 60 of 101] 4. Intentlonall}LQmitted. 5. Intentionally omitted. 6. Intentionally Omiited. 7. Covenants, Conditions, Limitations, Restrictions, and Procedures Applicable to All Deeds of Trust: a. Discharge Date: Any and all loans secured by a DEED OF TRUST against this Lease and leasehold estate SHALL BE FULLY REPAID and any and all such TRUST DEEDS SHALL HAVE BEEN FULLY DISCHARGED a minimum of one 1 full calendar ear rior to the ex iration of the TERM of this Lease. b. Sources of Loans; Any and all LOANS which are TO BE SECURED BY A DEED OF TRUST against this Lease and the leasehold estate MUST BE pBTAINED FROM AND MADE BY A VALID "REPUTABLE LENDER"; however, the funding source of any such loan(s) may be EITHER directly from the assets of such Lender reserved for such purposes OR from the assets of any lawfully constituted PENSION FUND PROFIT SHARING FUND REAL ESTATE INVESTMENT TRUST (REIT)or INVESTMENT FIRMori deposit therewith where EIT is established by and/or administered by such pension/profit sharing fund or R such REPUTABLE LENDER. C. Estoppel Certificate: lessor, upon requesfi, will furish LENDER/BENEFICIARYwlth.an "ESTOPPEL CERTIFICATE certifying whether { � yeti ro ` liis Lease is valid, is in full force and effect, has been duty executed and delivered by, and is a binding obligation of LESSOR; whether or not LESSOR'S interest in and to this Lease and/or the leased premises has been assigned, encumbered'or otherwise transferred by LESSOR; whether or not there are any f modifications, amendments, supplements, arrangements or understandings, oral or written, of any sort, between LESSOR and LESSEE/TRUSTOR which modify, amend, alter, supplement or change the terms of this Lease; and whether or not LESSEE is in default of any of LESSEES obligations under this Lease as of the date of such Estoppel Certificate. d. Lessor's Consent: NEITHER LESSEE NOR ANY BUYER OR PURCHASER MAY HYPOTHECATE TRANSFER SUBLEASE ENCUMBER AND/OR ASSIGN THIS LEASE AND LEASEHOLD ESTATE IN WHOLE OR IT PART TEN CONN ANY DEED OF TRUST ITH.OUT FIRST OBTAINING THE WRIT OF LRTED ESSOR IN<<�ADVAN A D` �`` T prtEDNCUMBRAOk ONCE AND/OR HYPOTHECATION TRANSFER SUBLEASE ASSIGNMENT OF THIS LEASE BY DEED OF TRUST (OR OTHERWISE) 55 [M Y1210][EAaOaA 06icDRFAupWfMOdAreeadateffztrreetaT(3f,1[€pagb1fii1cbEAa94 Agreement.PDF][Page 61 of 101] WITHOUT SUCH CONSENT SHALL BE NULL AND VOID AND SHALL CONSTITUTE A BREACH OF THIS LEASE-,' e, Lessor's Consent Given/Accepted Subject to Terms, Covenants, Conditions, Agreements and Provisions of Lease: In the event Lessor shall give its consent in writing to any HYPOTHECATION, TRANSFER SU BLEASE, ENCUMBRANCE AND/OR ASSIGNMENT of this Lease and the leasehold estate by any DEED OF TRUST to any REPUTABLE LENDER as security for repayment,of a loan made pursuant to the provisions of this Article, SUCH CONSENT SHALL BE DEEMED TO BE GIVEN BY LESSOR (AND ACCEPTED BY THE PARTICULAR LENDER/BENEFICIARY CONCERNED} SUBJECT TO AND/OR CONDITIONED UPON..—ALL OF THE COVENANTS, CONDITION WARRANTIES, TERMS, AGREEMENTS AND PROVISIONS OF THIS LEASE APPLICABLE THERETO. f. Lessor's Consent Not a Waiver of Any of Lessor's Rights and Interests: (1) ,EXCEPT as may otherwise be expressly set forth within Lessor's written consent thereto, ANY AND ALL SUCH TRUST DEEDS AND ANY AND ALL OF THE RIGHTS ACQUIRED BY ANY AND ALL PERSONS OR ENTITIES THEREUNDER SHALL BE SUBJECT TO ALL OF THE TERMS, COVENANTS CONDITIONS, RESERVATIONS, RESTRICTIO,NS, PROHIBITIONS, LIMITATIONS WARRANTIES AGREEMENTS,..AND PROVISIONS OF THIS LEASE, AND TQ ANY—AND ALL OF THE RIGHTS AND INTERESTS OF LESSOR THEREIN AND THERETO NONE OF WHICH SHALL BE WAIVED BY ANY SUCH CONSENT. (2) Lessor's consenting to any such action SHALL NOT constitute a waiver of the conditions, limitations, and restrictions set forth within this Lease relative to further or other such actions, which conditions, limitations, and/or restrictions shall be binding upon each and every assignee, transferee or other successor in interest of Lessee. 9. Request for Lessor's Consent During a Period When.,Lessee,is,in D .,",efault: LESSOR SHALL�rHAV.E,T'HE,-,,RIGH-TAT,�O ,WITH OLD!,ITS-CONSENT'TO`ANY mr--o"�OFTRLJST NHEIRE-LESSE,E:;,,S�,H,,AL-_L--.-BE- N.,,-DEFAUL,fi'O. tANY,QFITS OBLIGATIONS U 'D NDEER THIS LEASE AS OF THE DATE ON WHICH LESSOR'S. AVE CONSENT TO ASSIGNMENT BY,THE DEED OF TRUST WOULD H I" 'PR;W �� OTHERWISE BEEN GIVEN,,R1R.0-,-VIDED1-THA -S, -ASNOTIFIED 0 DEFAULT-,,�,:-AND-FAILED-TO QURE:,WITHIN7HETIME REQUIRED, h. Modification of Documents After Lessor Corisents to Assignment by Deed of Trust: Once Lessor's consent shall be given to any hypothecations transfer, s assignment of this Lease and leasehold 56 [M11210][EA200A 06icDYRFAepWffBOdAreasdftamhirei3t&(RF�,[PpagblWdoLdad4 Agreement.PDF][Page 62 of 101] interests by and Deed of Trust, the documents provided Lessor by Lender/Beneficiary pursuant to the provislons,of this Lease shall not be changed., supplemented, amended or otherwise modified ier than in writing, signed by Trustor and/or Lend erffienitgia and an such modification shall be null and void unless approved byLessor in writing In advance. I. Priority of Instruments: In the event of any conflict between the. provisions of this Lease and the provisions of any such Deed of Trust, THE PROVISIONS OF THIS LEASE, IN EACH AND EVERY INSTANCE, SHALL CONTROL. j. Sale/Transfer/Assignment of Loan, Note and Security Agreement by Lender/Beneficiary: The standard business practices of any REPUTABLE LENDER/BENEFICIARY and any provisions of any DEED OF TRUST to the contrary notwithstanding, UNTIL this Lease and leasehold estate is EITHER sold upon foreclosure OR is assigned to and assumed by BENEFICIARY in lieu of foreclosure pursuant to the provisions of this Lease and THE TRUST DEED OR is released or re-conveyed to TRUSTOR upon the payment in full by TRUSTOR of the indebtedness secured thereby, the loan secured by an such trust deed must be carried on the books of the LENDER/BENEFICIARY named therein and with! the Promissory note and security agreement ireement related thereto, and no such ,. , loan, note and/or security agreement shall be sold transferred and/or asslaned by such LENDER/BENEFICIARY, to any other person(s) or entity(ies) whomsoever without Lessors written consent in advance, and any attempted or Purported sale, transfer, and/or assignment of any such loan, note and/or security ag regiment..by any such LENDERI BENEFICIARY without such consent shall be .. null and void and shall be a breach by LENDER/BENEFICIARY of the conditions upon which Lessor consented to.assignment of this Lease by such DEED OF TRUST. k. Full and Complete Sale/Transfer/Assignment of Interests by One (1) Lawful, All-inclusive Transaction Involving a Single Purchaser/Transferee/Assignee: Any and all of the provisions of any such TRUST DEED*to the contrary notwithstanding, any transfer of this'Lease and leasehold estate to any party(including the BENEFICIARY named therein) by foreclosure sale or by assignment to BENEFICIARY in lieu thereof SHALL INVOLVE SALE AND TRANSFER OR ASSIGNMENT OF ALL OF THE RIGHT TITLE AN.D INTERESTS IN AND TO THIS LEASE AND THE LEASEHOLD ESTATE, IN THEIR ENTIRETY, AND ANY SUCH SALE AND TRANSFER OR ASSIGNMENT OF THIS LEASE AND THE LEASEHOLD_ESTATE SHALL BE LIMITED TO AND ACCOMPLISHED BY ONE (1) AND ONLY ONE (1) LAWFUL, ALL-INCLUSIVE TRANSACTION INVOLVING A SINGLE PURCHASERITRANSFEREE OR ASSIGNEE WHO, BY SUCH PURCHASE,. TRANSFER AND/OR ASSIGNMENT, ON THE EFFECTIVE DATE THEREOF, SHALL BECOME THE LESSEE UNDER THISLEASE. 57 [M.112W][EA200A 06icDYRFAepWffBOdAreasdftamhirei3t-.T(3f,1[PpggblfiddoEda94 Agreement.PDF][Page 63 of 101] r p I. Acquisition of Lease and Leasehold Estate by,BENEFICIARY: he ,. .REP. nA LE.LENDER>>NAMED: S BENEFICI R1( Sul hlt? any"$g i"Deed of r+ t.MAY WITHOUT`TH F'RI( R C( 'NSENT ""LESSOR,�acquire!ithis,Lease art th ,.leas hold estate¢EITHER Iiy purchase,st,fgrpc[osurq-sale under THE. TRUST DEED QR:byss,gnment of this Lease by°LESSEE/TRUSTOR to said BENEFICIARY in lieu of foreclosure underTHE TRUST'DEED, PROVIDED, IN EII"HER EVENT THE SAID BENEFfCiARYnSHALLwHAV `?-ROV1DED1ESSOR W[TN_:ADVANCE N.C?TICEtiNAN WRITING OF ANY PROPOSED FORECLOSURE C1 bER THE TRUST DEED AND THEN UPON ACQUIRING THIS LEASE AND THE LEASEHOLD ESTATE BY SUCH PURCHASE OR ASSIGNMENT SHALL FORTHWITH FI RNISH LESSOR4WITH;WRITTEN-NOTICE OF�SUt H ACQUISITION .SPECIFYING_THE{EFFECTIVE DATEITHEREOF AND CONTAINING SAID BENEFICIARY!&WRITTEN WARRANTIES EVIDENCING TH'E-FACT'THAT AS OF THE EFFECTIVE DATE OF SUCH ACQUISITION BENEFICIARY ASSUMED ALL OF THE OBLIGATIONS AS LESSEE AND SHALL`THEREAFTER UNDERTAKE PERFORM KEEP AND/OR OBSERVE ANY AND ALL OF THE TERMS COVENANTS CONDITIONS WARRANTIES AGREEMENTS AND/OR PROVISIONS OF THIS LEASE TO BE UNDERTAKEN PERFORMED KEPT, OR OBSERVED BY LESSEE. (1) Any such notice of acquisition of this Lease shall be accompanied by a copy of the document(s) by which such transfer of this Lease and leasehold estate was made. Said BENEFICIARY, if, as, and when applicable, shall also provide Lessor(within a reasonable period of time following the availability thereof)with a copy of any and all of the documents by which such purchase and transfer or assignment of this Lease and leasehold estate shall be perfected in such manner as may then be required by law. (2) If BENEFICIARY acquires this Lease and Leasehold estate pursuant to the provisions of this Lease, prior to the completion of any or all of those certain SITE DEVELOPMENT AND CONSTRUCTION IMPROVEMENTS required'of Lessee under this Lease, BENEFICIARY (AS LESSEE UNDER THIS LEASE) SHALL BE OBLIGATED TO COMPLETE AND SHALL, 1� WITHIN TEN (10) YEARS FROM THE COMMENCEMENT DATE OF THIS LEASE COMPLETE PURSUANT TO AND IN CONFORMITY WITH THE �"-4 PROVISIONS OF THIS LEASE ANY AND ALL SUCH IMPROVEMENTS ✓� ,'j WHICH HAVE NOT BEEN FULLY COMPLETED BY LESSEE AS OF THE EFFECTIVE DATE OF SUCH ACQUISITION. m. Purchase of Lease and Leasehold Estate at Foreclosure Sale by a Party Other Than Beneficiary and Procedures to be Followed: In the event this Lease and leasehold interest shall be purchased by any PURCHASER{OTHER THAN BENEFICIARY) at any foreclosure sale under any Deed of Trust, LESSOR shall have the right to review and approve such PURCHASER. In order to facilitate any such purchase, transfer, assignment, review, approval, and consent 58 [M11210][EA200A 06icDRFAepWf BOdAreasdatamhreetaAWf ,[€�ngbI dad4 Agreement.PDF][Page 64 of 101] actions, this Lease shall appropriately address the procedures to be followed, including, without limitation, limiting conditions to be included within any "Notice of Foreclosure Sale". In the event any such PURCHASER acquires this Lease and leasehold Interest prior to the completion of any or all of those certain SITE DEVELOPMENT AND CONSTRUCTION IMPROVEMENTS required of Lessee under this Lease, such PURCHASER AS LESSEE UNDER THIS LEASE, SHALL BE OBLIGATED TO COMPLETE AND SHALL, WITHIN TEN (I ) YEARS FROM THE COMMENCEMENT DATE OF THE LEASE COMPLETE, PURSUANT TO AND IN CONFORMITY WITH THE PROVISIONS OF THIS LEASE ALL SUCH IMPROVEMENTS WHICH-SHALL HAVE NOT BEEN FULLY COMPLETED BY LESSEE AS OF THE EFFECTIVE DATE OF SUCH PURCHASE. n' Assumption of Obligations as Lessee by Assignee Or Purchaser and Subsequent Assignment of Lease: ANY ASSIGNEE OR PURCHASER acquiring this Lease and leasehold interest pursuant to the provisions of this Lease SHALL, ON THE EFFECTIVE DATE OF SUCH ACQUISITION BECOME LESSEE THEREUNDER, ANDAS SUCH SHALL ON AND AFTER SAID DATE (AND CONTINUING SO LONG AS SUCH ASSIGNEE OR PURCHASER HOLDS THE TITLE TO THIS LEASEHOLD) KEEP PERFORM AND/OR OBSERVE ANY AND ALL OF THE TERMS CONDITIONS,*WARRANTIES , AGREEMENTS, PROHIBITIONS, LIMITATIONS, RESTRICTIONS, REQUIREMENTS, AND/OR PROVISIONS OF THIS LEASE TO BE KEPT, PERFORMED AND/OR OBSERVED BY LESSEE, AND ANY SUBSEQUENT TRANSFER AND/OR ASSIGNMENT OF THIS LEASE AND LEASEHOLD INTEREST BY ANY SUCH ASSIGNEE OR PURCHASER SHALL BE MADE ONLY WITH THE PRIOR WRITTEN CONSENT OF LESSOR AND SHALL BE SUBJECT TO ANY AND ALL OF THE COVENANTS CONDITIONS to LIMITATIONS, PROHIBITIONS RESTRICTIONS, AND PROVISIONS OF THIS LEASE APPLICABLE TO,.A TRANSFER AND/OR ASSIGNMENT BY LESSEE. o. Default and Breach of This Lease by Lessee During a Period During Which an Assignment of Lease by Deed of Trust is in Effect: During any .period during which-a Lessor-approved assignment of this Lease-by DEED OF TRUST shall be in effect, UNTIL this Lease and leasehold estate is EITHER sold upon fore'closure OR is assigned to and assumed by BENEFICIARY in lieu of foreclosure pursuant to the provisions of this Lease and the DEED OF TRUST, e (TRUSTOR) upon the payment in full by OR is released or re-conveyed to Lessee Lessee (TRUSTOR) of that certain indebtedness secured by the DEED OF TRUST, IN THE EVENT OF A DEFAULT AND BREACH OF THIS LEASE BY LESSEE, LESSOR AGREES AS FOLLOWS: (1) Default and Breach Curable by the Payment of Money: In the event Lessor declares Lessee to be in default and such default shall be CURABLE BY THE PAYMENT OF MONEY, if Lessee falls to FULLY CURE such default within the period of time allowed Lessee by this Lease for the curing thereof, LESSOR AGREES THAT LESSOR_SHALL NOT 59 [M11210][EA200A 06icDYRFAepWffBOdAreasdftamhirei3t&(RF,1[PpagbIfi6doEda94 Agreement.PDF][Page 65 of 101] CANCEL AND TERMINATE THIS LEASE IF BENEFICIARY FULL CURES SUCH DEFAULT AND BREACH WITHIN THE,NEXT THIRTY(3-0) CALENDAR DAY PERIOD IMMEDIATELY FOLLOWING THE LAST DAY OF THE PERIOD ALLOWED LESSEE, NDER THIS LEASE. (a) If Beneficiary fully cures such default and breach within said thirty (30) calendar day period, the default and breach by Lessee shall b deemed_tohave been cured, (b) If Beneficiary fails to fully cure any such default and breach within said thirty(30) calendar day period, Lessor steal 0 relieved, from any and all obligations to Beneficiary under both the DEED OF TRUST and. this Lease, and Lessor may then immediately or at any time thereafter cancel and terminate this Lease by a service of a minimum of ten (10)days advance written notice upon Lessee and Beneficlar his Lease shall b ,y to effect, !in which event t cancelled terminated and at and end as of the termination date specified withinsuch notice. (2) Default and Breach Curable hy the Construction Installation, and/or Completion of Improvements: In the event that Lessor declares Lessee to be In default and such default shall be CURABLE BY THE CONSTRUCTION, INSTALLATION, AND/OR COMPLETION OF ANY OF THE DEVELOPMENT IMPROVEMENTS REQUIRED OF LESSEE UNDER , it Lessee fails to FULLY CURE such default, after written notification of default by Lessor, within the period of time allowed Lessee by this Lease for the curing thereof, LESSOR AGREES THAT LESSOR SHALL NOT CANCEL AND TERMINATE THIS LEASE IF BENEFICIARY FULLY CURES SUCH DEFAULT AND BREACH WITHIN THE NEXT THIRTY(30) CALENDAR DAY PERIOD IMMEDIATELY FOLLOWING THE LAST.DAY OF THE PERIOD OF TIME.ALLOWED LESSEE'UNDERTHIS LEASE; OR, IF SUCH DEFAULT AND BREACH IS OF SUCH NATURE THAT IT CANNOT BE FULLY CURED BY BENEFICIARY WITHIN SAID THIRTY (30) DAY PERIOD, LESSOR AGREES THAT LESSOR SHALL NOT CANCEL AND TERMINATE THIS LEASE IF BENEFICIARY SHALL HAVE.COMMENCED THE CURING OF SUCH DEFAULT AND BREACH WITHIN SAID THIRTY (30) DAY PERIOD AND THEREAFTER DILIGENTLY PROCEEDS IN GOOD FAITH AND FULLY CURES SUCH DEFAULT AND BREACH WITHIN EITHER MAXIMUM PERIOD OF 1) FULL CALENDAR YEAR FOLLOWING. THE LAST DAY OF THE PERIOD OF TIME ALLOWED LESSEE HEREUNDER, OR(IF SUCH DEFAULT AND.BREACH IS OF SUCH NATURE THAT IT MAY REASONABLY BE DEEMED TO BE CURABLE BY BENEFICIARY IN LESS THAN TWELVE fl 21 MONTHS)WITHIN THAT PORTION OF SAID MAXIMUMPERIOD AS MAY BE DEEMED 60 [2(2112tO][EA200A 06icDYPFAepWffBOdAreasdftarwnei3tdP&F,1[PpagbIfi6cbEda94 Agreement.PDF][Page 66 of 101] REASONABLY REQUIRED FOR BENEFICIARY TO FULLY CURE SUCH DEFAULT AND BREACH. (a) If Beneficiary fully cures such default and breach within the period of time allowed BENEFICIARY therefore, the_default and breach by Lessee shall be deemed to have been cured_ (b) IF Beneficiary fails to fully cure any such default and breach within the period of time allowed BENEFICIARY therefore, Lessor shall be relieved 'from any and all obligations to Beneficiary,.under both the DEED OF TRUST and this Lease and Lessor may then immediately or at any time thereafter. can cancel and terminate this Lease by service of q minimum of ten (10) days advance written notice upon Lessee and Beneficiary to such effect, in which event this Lease shall be cancelled, terminated, and at.an end as of the termination datespecified within such notice (3) Other Defaults and Breaches of a--Tyl2e Curable by Beneficiary : In the event Lessor shall declare Lessee to be In default and such default condition shall be OTHER THAN THOSE SPECIFIED AND EXPRESSLY PROVIDED FOR WITHIN THE ABOVE PARAGRAPHS OF THIS SECTION OF THIS ARTICLE, AND OF ATYPE CURABLE BY BENEFICIARY, if Lessee falls to FULLY CURE such default within the period of time allowed Lessee by this Lease for the curing thereof, LESSOR_AGREES THAT LESSOR SHALL NOT CANCEL AND TERMINATE THIS LEASE IF BENEFICIARY FULLY CURES SUCH DEFAULT AND BREACH WITHIN A LIKE PERIOD OF TIME IMMEDIATELY FOLLOWING THE LAST DAY OF THE PERIOD OF TIME ALLOWED_LESSEE. (a) If such default and breach shall be fully cured by Beneficiary during the period of time allowed BENEFICIARY therefore, the default and breach by Lessee shall be,deemed to have been cured. (b) If Beneficiary fails to fully cure any such default and breach during the period of time allowed BENEFICIARY therefor, Lessor shall be relieved from any and all obligations to Beneficiary under both the DEED OF TRUST and this Lease, and Lessor may then immediately or at any time thereafter cancel..and terminate this Lease by service of a minimum of ten (10) days advance written notice upon Lessee and Beneficiary to such effect,.in which event J- this Lease shall be cancelled terminated., and at an end as of the termination date specified within such notice. (4) Defaults and Breaches Uniquely Applicable to Lessee and Not Curable by Beneficia In the event of any default on the part of Lessee, 61 [M.112W][EA200A McD Agreement.PDF][Page 67 of 101] if such default SHALL BE OF A TYPE UNIQUELY APPLICABLE TO LESSEE ANQ.NOTsCURABLE'',BY°BEN E`f�A Y(i.e., a default which is not capable of being cured by any persoh or entity other hqQ LessPQ) and if Lessp� f lls to FUI LY CURE"s acii'd'dfa�tlt within the period of time allowed`Lessee by this Lease for the curing thereof, Lessor agrees that Lessor.S HALL,NOT,7ERMINATE TH' 'LEASE'kiecause of an °such default and breach on tho Bart of Lessee PROVIDEO hr p; (a) Wlthinjthrty(30}days'following service of written notice upon BENEFICIARY by Lessor of Lessor's INTENT TO TERMINATE THIS LEASE as a result of any such default and breach on the part of Lessee, BENEFICIARY SHALL PURSUANT TO AND IN CONFORMITY WITH ANY AND ALL OF THE PROVISIONS OF BOTH THIS LEASE AND,THE DEED OF TRUST APPLICABLE TO SUCH ACTIONS AND IN THE MANNER THEN PROVIDED BY LAW COMMENCE AND THEREAFTER DILIGENTLY PURSUE TO.;, CQMR LET]bNN=EITHER FORECtfOS URE''O THE'TRUST"DEED Old ACQUISITIOW OF THIS LEASE ANDfHI 'I EASEHOLD ESTATE BY ASSIGNMENT BY LESSEE (TRUSTOR/ASSIGNOR TO BENEFICIARY (ASSIGNEE) IN LIEU OF SUCH FORECLOSURE; and (b) IF BENEFICIARY COMMENCES ANDiTHEREAFTER DILIGENTLY PURSUES TO COMPLETION E0 REC—SURE'`' ' UNDER THE TRUST DEED BENEFICIARY SHALL KEEP PERFORM AND/OR OBSERVE any and all of the terms, covenants, conditions, warranties, agreements, and provisions of this Lease requiring the PAYMENT OF MONEY BY LESSEE (including, without limitation, the payment of rentals, fees and other sums as and when due)until such time as this Lease and leasehold estate shall be acquired by a PURCHASER at foreclosure sale under the DEED OF TRUST; or (c) IF BENEFICIARY COMMENCES AND THEREAFTER DILIGENTLY PURSUES TO COMPLETION THE ACQUISITION OF THIS LEASE AND LEASEHOLD ESTATE BY ASSIGNMENT IN LIEU OF FORECLOSURE BENEFICIARY SHALL KEEP, PERFORM AND/OR OBSERVE any and all of the terms, covenants,conditions and provisions of this Lease requiring the PAYMENT OF MONEY BY LESSEE (including, without limitation, the payment of rentals, fees and other sums as and when due) until such time as this Lease and leasehold estate is acquired by BENEFICIARY by assignment in lieu of foreclosure. p. Failure, Inability and/or Refusal by Beneficiary to Comply With, Certain Conditions of this Lease: In the event BENEFICIARY shall, for any reasons) 62 [M11210][EA200A 06icDRFAepWf BOdAreaadatamhreetaAWf ,[€�ngbIfi&bIEdad4 Agreement.PDF][Page 68 of 101] } whatsoeve� ,,be unable,,yor refuse torco�mY with„the conditions set.forth within< this Lease, as and'when applicable, then and t ►e.reupc�n L ESSt�R SHALL BE ,RELEASED FROM.T. E.COVENANTS;OF FORBEARANCE CONTAINED ,I WITHIN THIS,LEASE AND RELIEVED,FROM ANY AND ALL OBLIGATIONS TO BENEFICIARY UNDER BOTH THE DEED OF TRUST AND THIS LEASE AND LESSOR MAY THEN IMMEDIATELY OR AT ANYTIME THEREAFTER CANCEL AND TERMINATE THIS LEASE BY SERVICE OF A MINIMUM OF TEN 10 DAYS ADVANCEVRITTEN NOTICE UPON LESSEE AND BENEFICIARY TO SUCH EFFECT IN WHICH EVENT THIS LEASE SHALL BE CANCELLED TERMINATED AND AT AN END AS OF THE TERMINATION DATE SPECIFIEQ WITHIN SUCH NOTICE. q. Default UNIQUE to Lessee NOT a Continuing Default To Be Cured By Lessee's Successors Under a Deed of Trust: Any default and/or breach of this Lease by LESSEEwhlch shall be UNIQUELY APPLICABLE TO LESSEE, or a default and/or breach which IS NOT capable of being cured by any person entity other than Lessee), SHALL NOT BE.-DEEMED A CONTINUING DEFAULT AND/OR BREACH to be cured by LESSEE'S SUCCESSORS under a DEED OF TRUST who acquire this Lease and leasehold estate by purchase at foreclosure sale or by assignment in lieu of such foreclosure pursuant to the provisions of the DEED OF TRUST and this Lease. r. Loss of Rights and Actions to be Taken by Beneficiary Upon Termination of Lease by Lessor Under the Provisions of This Lease Inthe event this, Lease shall be•.tarminated byALessor-,pursuant to the provisions of paragraphs "o" and '�p'`'of this,sub-section, above, ices orshall be released from ariy,and all obligations to-BENEFICIARYu'hder both this Lease and the Deed of Trust, and, ,,� . notwithstanding the existence of any such recorded Deed of Trust, BENEFICIARY, as of the time and dat �terests of any andf any such tion of all typeslor ease, shalt have lost any and all rights and/o descriptions in or to this Lease and the leasehold estate, including, without all of limitation, any and all rights and interests In or to or claim upon any part vemets located therein the leased`premises and/or any and all of they pro shall then immed immediately take any and/or thereon, in which event, BENEFICIARY and all actions as may then be required to ensure that the previously recorded deed of trust and any and all recorded and non-recorded documents related thereto and/or associated therewith no longer represent or appear to represent either a claim against or a Claud over said premises and/or improvements or otherwise interfere with Lessor's subsequent use{s) ar leasing thereof delay Lessor's acquiring ownership of such Lessee-installed improvements ass Lessor shall be entitled to under this Lease, as and when ownership thereof shall accrue to Lessor, free and clear of any and all liens, claims, and/or demands whatsoever, pursuant to any of the provisions of this Lease. s. Beneficiary's Right to Cure Default and Breach by Lessee NOT an Extension of Lessee's Time to Cure: In the event Lessor shall declare Lessee 63 [M Y1210][EAaOaA 06icDRFAepW,M,3oAn,au,6ftaiw-eetaT&F,1[€paoI dad4 Agreement.PDF][Page 69 of 101] to be in default and default shall NOT have been FULLY CURED by Lessee within the time period allowed Lessee for the curing thereof, BENEFICIARY'S HAVING THE RIGHT TO SUBSEQUENTLY CURE such default and breach,in the manner and within the period of time set forth within this Lease SHALL NOT IN ANYWAY WHATSOEVER, BE CONSTRUED TO MEAN, REPRESENT, OR IMPLY THAT LESSEE SHALL HAVE A RIGHT TO OR SHALL BE ALLOWED AN EXTENSION OF THE TIME DURING WHICH LESSEE SHALL HAVE THE LIGHT AND MAY CURESUCH DEFAULT, AND NOTHING IN THIS LEASE SHALL BE DEELAED, IN ANYWAY WHATSOEVER, TO ALLOW LESSEE TO CURE ANY DEFAULT BY LESSEE EXCEPT DURING THE PERIOD OF TIME EXPRESSLY PROVIDED LESSEE FOR THE CURING THEREOF. t. Observance by Lessor of BENEFICIARY'S Rights Under a Deed of Trust With Respect to Surrender/Cance llation/Modification of Lease: In the event any DEED OF TRUST consented to by Lessor contains provisions to the effect that LESSEE/TRUSTOR is not to surrender Its leasehold estate and interest, nor terminate or cancel this Lease, nor rnodify;,,change, supplement, alter or amend this Lease, either orally or In writing, without the express written consent of BENEFICIARY, and/or to the effect that LESSEE/TRUSTOR has granted, transferred and assigned to BENEFICIARY all of LESSE'E'S/TRUSTOR'S rights, privileges and prerogatives as LESSEE under this LEASE to terminate, cancel, modify, change, supplement, renew, alter or amend this Lease, PROVIDED that as long as there is no breach or default under any of LESS EE'S/TRUSTOR'S covenants or agreements contained within THE TRUST DEED, or in the performance by LESSEE/TRUSTOR of any of"the terms, covenants and conditions contained in this Lease, BENEFICIARY shall have no right to terminate, cancel, modify, change, supplement, alter or amend this LEASE, then LESSOR agrees that, during the exlstence�of such TRUST DEED, LESSOR shall recognize and observe the aforesaid rights of BENEFICIARY and, in this regard, expressly agrees as follows: (1) During the existence of such TRUST DEED, LESSOR shall not enter into any agreement with LESSEE/TRUSTOR (whether initiated by LESSEE/TRUSTOR or by LESSOR)which shall be designed to modify, change, supplement, renew, alter, or amend this Lease without BENEFICIARY'S advance written consent; and --(4-W;fh regard to TERMINATION of this Lease, LESSOR agrees that it shall not enter into any agreement with LESSEE/TRUSTOR (whether initiated by LESSEE/TRUSTOR or by LESSOR) which shall be designed to result in a termination or cancellation of this Lease by mutual consent of the parties thereto or a voluntary sale, assignment, transfer, and/or .surrender of this Lease back to LESSOR by LESSEE/TRUSTOR without BENEFICIARY'S advance written consent; PROVIDED, however, that, in the event any consent of BENEFICIARY shall be required under this paragraph such consent shall not be arbitrarily or unreasonably withheld or 64 [M.11210][EA200A 06icDYRFAepWffBOdAreasdftamhirei3taT(RF�1[f�bIgOdoEdad4 Agreement.PDF][Page 70 of 101] delayed so long as BENEFICIARY'S rights and interests under the TRUST DEED shall be protected t.o the extent expr essly provided for within this Lease; and FURTHER PROVIDED thatnothing within this paragraph shall, in any way whatsoever, be deemed to apply to any termination of this Lease prior to the end of the scheduled term thereof in the manner and under the conditions expressly set forth within this Lease. u. Notices Between Lessor and Beneficiary: Until this Lease and leasehold estate shall be EITHER sold upon foreclosure gR assigned by Lessee to and assumed by BENEFICIARY in lieu of foreclosure pursuant to the provisions of both this Lease and the Deed of Trust OR is re-conveyed or released to Lessee (TRUSTOR) upon the payment in full by Lessee (TRUSTOR) of the indebtedness secured by the Deed of Trust, in the event LESSOR serves notice of DEFAULT upon LESSEE or in the event any notice shall be required to be served by LESSOR or BENEFICIARY, one upon the other, this Lease shall specify that such notice actions shall be governed by following: (1) NO NOTICE OF DEFAULT SERVED,UPON LESSEE BY LESSOR SHALL BE VALID FOR ANY PURPOSE UNLESS CONCURRENTLY WITH OR WITHIN SEVENTY-TWO',(72) HOURS FOLLOWING THE MAILING OF LESSOR'S NOTICE OF DEFAULT TO LESSEE, LESSOR MAILS A COPY OF SUCH NOTICE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO BENEFICIARY AT THE ADDRESS PROVIDED LESSOR BY BENEFICIARY PURSUANT To THE PROVISIONS OF THIS LEASE APPLICABLE TO SUCH NOTICES. (2) All notices required to be served by LESSOR and BENEFICIARY, one upon the other, pursuant to the provisions of this Lease SHALLBEI,N WRITING. (3) All notices or demands of any kind which LESSOR shall have cause to serve upon BENEFICIARY under the tethereof brms of this CERTIFIED or Lease shall be served upon'BENEFICIARY by mailing a copy y REGISTERED MAIL, RETURN RECEIPT REQUESTED, to BENEFICIARY at the address provided Lessor by BENEFICIARY pursuant to the provisions of this Lease applicable to such notices. (4) All notices or demands of any kind which BENEFICIARY may have cause to serve upon LESSOR under the terms of this Lease shall be served upon LESSOR by mailing a copy thereof by CERTIFIED or REGISTERED MAIL, RETURN RECEIPT REQUESTED, addressed to LESSOR at the address shown below or to such other address as LESSOR may, from time to time, specify to BENEFICIARY in writing. 65 [M11210][EA200A 06icDYPFAepWFEBOdAreasdftarwnei3t.T&f,1[PMblgMdoEda94 Agreement.PDF][Page 71 of 101] City of Fresno Airports Department*. 4995 E. Clinton Way Fresno, CA 93727 (5) In the event of any service of notice or demand by mail, as aforesaid., SUCH NOTICE QR DEMAND SHALL BE DEEMED TO HAVE BEEN SUFFICIENTLY SERVED.AS OF 12.00:01 A.M,ON THE FOURTH (4th). CALENDAR DAY FOLLOWING THE DATE OF DEPOSIT IN THE UNITED STATES MAIL OF SUCH CERTIFIED OR REGISTERED MAIL PROPERLY ADDRESSED AND POSTAGE PREPAID. ARTICLE X . DEFAULT A. DEFAULT BY LESSOR:. Lessor SHALL NOT bein default I'INLESS Lessor fails to perform obligations.required of Lesso r under this,Lease within a reasonable period of time, but in no event later than thirty (30) days after written notice is served upon Lessor by Lessee specifying wherein Lessor essor has failed to perform any such obligation; PROVIDED, however, that if the nature of Lessor's obligation is such that more than thirty (30) days may reasonably be deemed to be required for performance, then Lessor shall not be in default if Lessor commences performance within such 30-day period and thereafter diligently prosecutes the same to completion. B. DEFAULT BY LESSEE 1. Defaults: THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS SHALL CONSTITUTE A MATERIAL DEFAULT AND BREACH OF THIS LEASE BY LESSEE. a. The vacating or abandonment of the leased premises by Lessee. b. The failure by Lessee to use the leased premises for lawful purposes only and/or failure by Lessee to comply in all material respects with or observe any statute, law, ordinance, rule, regulation, standard or requirement of any federal, state, or local government entity with respect to Lessee's occupancy(ies) and/or use(s) of any pail or all of the leased premises, as such statutes, laws, ordinances, rules, regulations, standards or requirements exist(ed) on the commencement date of the term of this Lease or as such may exist at any time and from time to time during the life thereof, WHERE ANY SUCH FAILURE SHALL BE EVIDENCED BY EITHER A FINDING OR JUDGMENT OF ANY COURT OF COMPETENT JURISDICTION OR WERE ANY SUCH SHALL BE ADMITTED BY LESSEE IN ANY PROCEEDING BROUGHT AGAINST LESSEE 66 [M.1121.0][EA2100A 06icDYPFAepWffBOdAreasdftarwnei3t.T&f,1[PpagblgQdcfdad4 Agreement.PDF][Page 72 of 101] BY ANY GOVERNMENT-ENTITY. c, The inability of and/or failure by Lessee to obtain, pay for, and maintain in full force and effect at all times during the life of this Lease, without any lapse in coverage, such insurance as shall be required of Lessee thereunder. d. The occurrence of any of the following: (1) Lessee's becoming insolvent or the making by Lessee of any general arrangement or an assignment for the benefit of creditors; (2) The filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy(UNLESS, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days); (3) The appointment of a receiver to take possession of substantially all of Lessee's assets located in or on the leased premises or of Lessee's interest in this Lease, where possession,is not restored to Lessee within thirty (30) days; or (4) The attachment, execution or other judicial seizure of substantially all of Lessee's assets located in or on the leased premises or of Lessee's interest in this Lease, where such seizure in not discharged within thirty (30) days. e. The discovery by Lessor that any financial statement provided Lessor by Lessee, any assignee of Lessee, any successor in interest of Lessee, or any guarantor of Lessee's obligations under this Lease, and/or any one or more of such persons or entities, was materially false. f. Any hypothecation, encumbrance, sale, assignment, or transfer of EITHER this Lease,-In whole or in part; OR of any of Lessee's rights, title and interests in or to any part or all of the leased premises and/or in or to any part or all of the improvements and appurtenances thereto which exist(ed) therein or thereon at the commencement of the term of this Lease Qrhereo d' the thereofwheretime to time be constructed/ installed therein n during such action(s) shall not be in full conformity with any and all of the provisions of this Lease applicable thereto; or any a.ttempted/purported renting, subletting or ermitting occupancy of any part or a11 of the leased premises by any person or rp entity other than Lessee, except as otherwise permitted under this Lease. 9. The failure by Lessee to complete any and ALL of the various SITE DEVELOPMENT AND CONSTRUCTION IMPROVEMENTS required of Lessee under this Lease pursuant to and in conformity with any and all of the provisions thereof applicable to such improvements and WITHIN THE PERIOD OF TIME 67 [M11210][EA200A 06icDYPFAepWffBOdAreasdftarwnei3t.T&f,1[PMblgddoEdad4 Agreement.PDF][Page 73 of 101] i i THEREIN EXPRESSLY AGREED TO AND ALLOWED THEREFORE (including any extension[s] applicable to such improvemepts as and when such extension[s] shall be due to be granted Lessee pursuant to and in conformity with the provisions of this Lease), WHERE SUCH FAILURE SHALL CONTINUE FOR A PERIOD OF THIRTY(3Q) CALENDAR DAYS FOLLOWING SERVICE OF NOTICE THEREOF UPON LESSEE BY LESSOR; PROVIDED, HOWEVER, THAT IN THE EVENT LESSEE SHALL HAVE OBTAINED ANY AND ALL REQUIRED APPROVALS AND PERMITS FOR SUCH IMPROVEMENTS AND COMMENCED THE CONSTRUCTION AND INSTALLATION THEREOF PRIOR TO SERVICE OF SUCH NOTICE UPON LESSEE BY LESSOR;THEN, IF MORE THAN THIRTY (30) DAYS ARE REASONABLY REQUIRED FOR LESSEES CURING OF SUCH DEFAULT, LESSEE SHALL NOT BE DEEMED TO BE IN DEFAULT AND BREACH OF THIS LEASE IF LESSEE COMMENCES SUCH CURE WITHIN SAID THIRTY(30) DAY PERIOD AND THERE AFTER DILIGENTLY PROSECUTES SUCH CURE TO COMPLETION WITHIN NINETY (90) CALENDAR DAYS FOLLOWING SERVICE OF SUCH NOTICE UPON LESSEE BY LESSOR. h. The failure by Lessee to make any payment pf rent or any other required payment, as and when due under this Lease, WHERE SUCH FAILURE SHALL CONTINUE FOR A PERIOD OF TEN (10) DAYS FOLLOWING SERVICE OF NOTICE THEREOF UPON LESSEE BY LESSOR. 1. The failure by Lessee, at anytime during the life of this Lease, to actively and uninterruptedly provide the public with such operations/activities/services as are authorized and required by this Lease, during the hours and on the days of the week therein provided for, WHERE ANY SUCH FAILURE SHALL CONTINUE FOR A PERIOD OF THREE 3 CALENDAR DAYS FOLLOWING SERVICE OF NOTICE THE UPON LESSEE BY LESSOR. j. The failure by Lessee to keep, observe, undertake, fulfill, or perform in all material respects any of the terms, covenants, conditions, warranties, agreements, obligations, and/or provisions of this Lease to be kept, observed, undertaken, fulfilled, and/or performed by Lessee, other than those hereinabove within this Section "B", sub-section 1, paragraphs "a"through twill, expressly set forth, WHERE SUCH FAILURE SHALL CONTINUE FORA PERIOD OF THIRTY 30 DAYS FOLLOWING SERVICE OF WRITTEN NOTICE THEREOF UPON LESSEE BY LESSOR PURSUANT TO ARTICLE XI OF THIS LEASE; PROVIDED, HOWEVER,THAT IF THE NATURE OF LESSEE'S DEFAULT IS SUCH THAT MORE THAN THIRTY(30) DAYS ARE REASONABLY REQUIRED FOR ITS CURE, THEN LESSEE SHALL NOT BE DEEMED TO BE IN DEFAULT AND BREACH OF THIS LEASE IF LESSEE COMMENCES SUCH CURE WITHIN SAID THIRTY(30) DAY PERIOD AND THEREAFTER DILIGENTLY PROSECUTES SUCH CURE TO COMPLETION AS SOON AS REASONABLY POSSIBLE. 68 [M11210][EA200A 06icD�f BOdAreeadatamhreeta�3f�1[€�bIl dad4 Agreement.PDF][Page 74 of 101] 2. Lessor's Remedies: a. Abandonment: If Lessee abandons the leased premises, THIS_LEASE SHALL CONTINUE IN EFFECT. Lessor SHALL NOT be deemed to terminate this Lease as a result of such material default and breach other than by written notice of termination served upon Lessee by Lessor, and Lessor shall have all of the remedies available to Lessor under Section 1951.4 of the Civil Code of the State of California so long as Lessor does not terminate Lessee's right to possession of the leased, premises, and Lessor may enforce all of Lessor's rights and remedies under this Lease, including the right to recover the rent as it becomes due under this Lease. After abandonment of the leased premises by Lessee, Lessor may, at any time thereafter, give notice of termination. b. Termination: Following the occurrence of any material default and breach of this Lease by Lessee as set forth within sub-section 1 of this Section, above, Lessor may then immediately, or at any time thereafter, terminate this Lease by service of a minimum of ten (10) days advance written notice to such effect upon Lessee and THIS LEASE SHALL TERMINATE AT 11:59:59 P.M. ON THE TERMINATION DATE SPECIFIED WITHIN SUCH NOTICE. (1) Such notice shall set forth the following: a) The default and breach which resulted in such termination by Lessor; and (b) A DEMAND FOR POSSESSION, which, in the event only ten (10).days advance notice shall be given by Lessor, shall be EFFECTIVE AT 12:00:01 A.M., on the eleventh (11 th) calendar day following the date on which the notice in which such demand is contained shall be SUFFICIENTLY SERVED upon Lessee by Lessor in conformity with the "Notice" provisions of this Lease; OR, if more than the minimum number of days advance notice shall be given, at 12:00*01 A.M., on the next day following the date specified within such notice as being the date of termination hereof. (2) Such notice may contain any other notice which Lessor shall be required or desire to give under this Lease. c. Possession: Following termination of this Lease by Lessor pursuant to the provisions of the preceding paragraph "b", of this sub-section 2, of this Section 11B without prejudice to other remedies Lessor may have by reason of Lessee's default and breach and/or by reason of such termination, LESSOR MAY: (1) PEACEABLY RE-ENTER THE LEASED PREMISES UPON VOLUNTARY SURRENDER THEREOF BY LESSEE OR REMOVE 69 [M11210][EA200A 06icDYPFAepWffBOdAreasdftarwnei3t.T&f,1[Ppagblg6doEdad4 Agreement.PDF][Page 75 of 101] LESSEE AND/OR ANY OTHER PERSONS AND/OR ENTITIES OCCUPYING THE LEASED PREMISES THEREFROM, USING SUCH LEGAL PROCEEDINGS AS MAY BE AVAILABLE TO LESSOR UNDER THE LAWS OR.JUDICIAL DECISIONS OF THE STATE OF CALIFORNIA; (2) REPOSSESS THE LEASED PREMISES OR R-ELET THE LEASED PREMISES or any part thereof for such term (which may be for a term extending beyond the term of this Lease) at such rental and upon such other terms and conditions as Lessor in Lessor's sole discretion shall determine, with the right to make reasonable alterations and repairs to the leased premises; and (3) REMOVE ALL PERSONAL PROPERTY THEREFROM and store all personal property not belonging to Lessor in a public warehouse or elsewhere at the cost of and for the account of Lessee. d. Recovery: Following termination of this Lease by Lessor pursuant to the provisions of paragraph "b", of this sub'section 2, of this Section 1113", above Lessor shall have all the rights and remedies available to Lessor under Section 1951.2 of the Civil Code of the State of California. THE AMOUNT OF DAMAGES LESSOR MAY RECOVER FOLLOWING SUCH.TERMINATION OF THIS LEASE SHALL INCLUDE: (1) The worth at the time of award of the unpaid rent which had been earned at the time of termination of this Lease-, (2) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination of this Lease until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided; (3) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss for the same period Lessee proves could be reasonably avoided, and (4) Any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee's failure to perform Lessee's obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. e. Additional Remedies: Following the occurrence of any material default and breach of this Lease by Lessee as set forth within Section "B", sub-section 1, of this Article, above, in addition to the foregoing remedies, LESSOR MAY MAINTAIN LESSEE'S RIGHT TO POSSESSION, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the leased 70 [M.112W][EA200A 06icD 2RFAepWffBOdAreasdftamhirei3t-.T(RF�1[Ppugblg6cblldad4 Agreement.PDF][Page 76 of 101] premises and, so long as this Lease is NOT TERMINATED by Lessor OR by a decree of a court of competent jurlsdiction, Lessor shall be entitled to enforce all of Lessor's rights and remedies under this Lease, including the right to recover the rent as it becomes due thereunder and, during any such period, Lessor shall have the right to remedy any default of Lessee, to maintain or improve the leased premises without terminating this Lease, to i incur expenses on behalf of Lessee in seeking a new lessee, to cause a receiver to be appointed to administer the leased premises, and to add to the rent payable hereunder all of Lessor's reasonable costs in so doing, with interest at the maximum reasonable rate then permitted by law from the date of such expenditure until the same is repaid. f. Othen. In the event Lessee causes or threatens to cause a breach of any of conditions contained in this the covenants, terms or con Lease, Lessor shall be entitled to obtain all sums held by Lessee, by any trustee or in any account provided for herein, to enjoin such breach or threatened breach and to invoke any remedy allowed at law, in equity, by statute or otherwise as though re-entry, ies.were not provided for In this Lease summary proceedings and other remed 9. Cumulative Remedies: Each right and remedy of Lessor provided for in this Article or now or hereafter existing at law, in equity, by statute or otherwise shall be cumulative and shall not preclude Lessor from exercising any other rights or provided for in this Lease or now or hereafter from pursuing any other remedies available to Lessor under the laws or judicial decisions of the State of California. h. Indemnification: Nothing contained within erne eeidedwithin thisLeas prov , for Lessor to indemnification by Lessee, as elsewh r liability arising from personal injuries o property damage prior to the termination of this Lease. 7 1 [M-112W][EA200A 06icD Agreement.PDF][Page 77 of 101] ARTICLE XI NOTICES A. Written Notices Required: All notices required to be served by LESSOR and LESSEE, one upon the other, under the terms of this Lease SHALL BE IN WRITING. B. Lessee's Address for Notices: All notices or demands of any kind which LESSOR shall have cause to serve upon LESSEE under the terms of this Lease shall be served upon LESSEE by mailing a copy thereof by CERTIFIED or REGISTERED MAIL, RETURN RECEIPT REQUESTED, to LESSEE at the address shown below or to such other address as LESSEE may, from time to time, specify to LESSOR in writing. MERCURY AIR CENTER 5045 E. ANDERSON AVE. FRESNO, CA 93727 C. Lessor's Address for Notices: All notices or demands of any kind which LESSEE, shall have cause to serve upon LESSOR under the terms of this Lease shall be served upon LESSOR by mailing a .copy thereof by CERTIFIED or REGISTERED MAIL, RETURN RECEIPT REQUESTED, to LESSOR at the address shown below or to such other address as LESSOR may, from time to time, specify to LESSEE in writing. CITY OF FRESNO AIRPORTS DEPARTMENT 4995 E. CLINTON WAY FRESNO, CA 93727 D. Time and Date of Service: In the event of any service of notice or demand by mail, as abovesaid, SUCH NOTICE OR DEMAND SHALL BE DEEMED TO HAVE BEEN SUFFICIENTLY SERVED AS OF 12:00:01 A .. ON THE FOURTH (4th),CALEN DAR DAY FOLLOWING THE DATE OF DEPOSIT IN THE UNITED STATES MAIL OF SUCH CERTIFIED OR REGISTERED MAIL PROPERLY ADDRESSED AND POSTAGE_PREPAID. ARTICLE XII GENERAL PROVISIONS A. CORPORATE/LLC/PARTNERSHIP/JOINT VENTURE EXECUTOR'S AUTHORITY 1. IF LESSEE IS A CORPORATION.OR LLC: a. Each individual executing this Lease on behalf of said corporation or LLC REPRESENTS and WARRANTS that he/she is duly authorized to 72 [2(2112tO][EA200A Agreement.PDF][Page 78 of 101] execute and deliver this Lease on behalf of said corporation or LLC in accordance with a duly adopted resolution of the Board of Directors of said corporation or in accordance with the By-laws of said corporation, or In the case of an LLC in accordance with its articles of organization and/or operating agreement, and that this Lease is binding upon said corporation or LLC in accordance with its terms. b. This Lease shall be signed by TWO (2) DULY AUTHORIZED corporate officers (with a NOTARY'S CORPORATE ACKNOWLEDGMENT affixed/attached)who shall be EITHER the CHAIRMAN OF THE BOARD, THE PRESIDENT, OR VICE PRESIDENT AND EITHER THE SECRETARY, ASSISTANT SECRETARY, THE CHIEF FINANCIAL OFFICER, OR ASSISTANT TREASURER, or in the case of an LLC by thosd MEMBER(S) and/or Officers so authorized in the articles of organization and/or operating agreement and as certified by the LLC In accordance therewith. c. IF this Lease shall be signed by TWO (2) duly authorized corporate officers WHO SHALL BE EITHER (1) the PRESIDENT and the SECRETARY or ASSISTANT SECRETARY, OR (2) VICE PRESIDENT and the SECRETARY or ASSISTANT SECRETARY, with a NOTARY'S CORPORATE ACKNOWLEDGMENT, affixed thereon or attached thereto, which shall, in addition to the other matters addressed therein, contain a statement substantially In the following form: "...AND ACKNOWLEDGED TO ME THAT SUCH CORPORATION..EXECUTED THE WITHIN INSTRUMENT PURSUANT TO ITS BY-LAWS OR A RESOLUTION OF ITS BOARD OF DIRECTORS", then said execution AND said evidence of acknowledgment shall be accepted by Lessor as RLirna facie this Lease's being THE ACT OF THE CORPORATION. d. IF this Lease be executed, on behalf of said corporation in accordance with the provisions of paragraph "b" of this sub-section, above, but in a manner which, in any way whatsoever, shall be OTHER than that specifically described within paragraph "c" of this sub-section, above, THEN, WITHIN THIRTY (30) CALENDAR DAYS IMMEDIATELY FOLLOWING THE DATE ON WHICH THIS LEASE SHALL BE SO EXECUTED ON LESSEE'S BEHALF, LESSEE SHALL DELIVER TO LESSOR A CERTIFIED COPY OF A RESOLUTION OF THE BOARD OF DIRECTORS OF SAID CORPORATION AUTHORIZING OR RATIFYING THE EXECUTION HEREOF. 2. IF LESSEE IS A PARTNERSHIP: a. Each individual executing this Lease on behalf of said Partnership REPRESENTS and WARRANTS that he/she Is duly authorized to execute and deliver this Lease on behalf of said Partnership in accordance with the 73 [M.11210][EA200A 06icDYRFAepWffBOdAreasdftamhirei3taAW ,[PpagbIgOdoEdad4 Agreement.PDF][Page 79 of 101] terms of the "Partnership Agreement", and that this Lease is binding upon said partnership in accordance with its terms. I b. Within thirty (30) days following the date of execution of this Lease on behalf of said Partnership: (1) If the Partnership shall be a partnership lawfully the State of California: (a) LESSEE SHALL DELIVER TO LESSOR A COPY OF THE ABOVESAID "PARTNERSHIP AGREEMENT" and, if such agreement shall have been officially recorded in the official records of the county in which formed, such copy shall accurately reflect the recordation data thereon. (b) If said "Partnership Agreement" has not been officially recorded, then Lessee:,shall cause same to be recorded in the official records of the County of Fresno, California prior to providing Lessor with the copy required under the immediately preceding sub-paragraph (a). (2) If the Partnership shall be a partnership lawfully formed in a state other than the State of California: (a), LESSEE SHALL DELIVER TO LESSOR A COPY OF THE ABOVESAID "PARTNERSHIP AGREEMENT" and, if such agreement shall have been officially recorded in the official records of the county or parish in which formed, such copy shall accurately,reflect the recordation data thereon; and (b) Unless this Lease is signed by ALL OF THE PARTNERS OF SAID,PARTNERSHIP (i.e., Lease is executed on behalf of said Partnership by one [or more] duly authorized partner[s].but NOT by ALL of the Partners), then, regardless of whether or not said Partnership Agreement has been recorded in the state in which formed, LESSEE.SHALL WITHIN ABOVESAID THIRTY(30) DAY PERIOD, AUSE SAID PARTNERSHIP AGREEMENT TO BE RECORDEDIN THE OFFICIAL RECORDS OF THE COUNTY OF FRESNO CALIFORNIA, and provide Lessor with a copy of such recorded document with the recordation data shown thereon. 74 [M.11210][EA200A 06icDYRFAepWffBOdAreasdftamhirei3t-.T(3f,1[PpagbISOdckdad4 Agreement.PDF][Page 80 of 101] 3. IF LESSEE IS A JOINT VENTURE: a. Each individual executing this Lease"on behalf of said Joint Venture REPRESENTS and WARRANTS that he/she is duly authorized to execute and deliver this Lease on behalf of said Joint Venture in accordance with the terms of the "Joint Venture Agreement", and that this Lease is binding upon said Joint Venture in accordance with its terms. b. Within thirty (30) days following the date of execution of this Lease on behalf of said Joint Venture: (1) If the Joint Venture shall be a Joint Venture lawfull organized in the State of California: (a) LESSEE SHALL DELIVER TO LESSOR A COPY OF THE ABOVESAID "JOINT VENTURE AGREEMENT" and, if such agreement shall have been officially recorded in the official records of the county in which organized, such copy shall accurately reflect the recordation data thereon. (b) If said "Joint Venture Agreement" has not been officially recorded, then Lessee shall cause same to be recorded in the official records of the County of Fresno, California prior to providing Lessor with the copy required under the immediately preceding sub-paragraph (a). (2) If the Joint Venture shall be a Joint Venture lawfully organized In orc a state other than the State of California: i - (a) LESSEE SHALL DELIVER TO LESSOR A COPY OF THE ABOVESAID "JOINT VENTURE AGREEMENT" and, if such agreement shall have been officially recorded in the official records of the county or parish in which formed, such copy shall accurately reflect the recordation data thereon; and (b) Unless this Lease Is signed by ALL OF THE JOINT VENTURERS (i.e., Lease is executed on behalf of said Joint Venture by one [or more] duly authorized JoInt Venturer[s] but NOT by ALL of the Joint Venturers), then, regardless of whether or not said Joint Venture Agreement has been recorded in the state in which organized, LESSEE SHALL, WITHIN ABOVESAID THIRTY (30) DAY PERIOD, CAUSE SAID JOINT VENTURE AGREEMENT TO BE RECORDED IN THE OFFICIAL RECORDS OF THE COUNTY OF FRESNO, CALIFORNIA, and provide Lessor with a copy of 75 [M.11210][EA200A 06icDYRFAepWFMOdAreasdftarwnestd?&FNPpuob1&1dckda94 Agreement.PDF][Page 81 of 101] such recorded document with the recordation data shown thereon, B. INTERPRETATION OF AGREEMENT: Nothing contained within this Lease shall be construed or interpreted, in any manner whatsoever, as limiting, relinquishing or waiving any of the rights of ownership enjoyed by Lessor in and to Airport property, or in any manner waiving or limiting Lessor's control over the operation, maintenance, etc., of Airport property or in derogation of such governmental rights as Lessor possesses, except as is specifically,provided for within this Lease. C. WAIVER OF BREACH OF COVENANTS: No waiver of any default or breach of any covenant by either party to this Lease shall be implied from any omission by either party to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified In the waiver, and then said waiver shall be operative only for the time and to the extent therein stated. The waiver by either party hereto of any breach of any term, covenant, or condition herein contained 'SHALL NOT be deemed to be a waiver of any subsequent breach of the same covenant, term or condition or of any other term, covenant or condition contained within this Lease, The subsequent acceptance of rent, fees and/or other charges hereunder by Lessor SHALL NOT be deemed to be a waiver of any preceding breach by Lessee of any term, covenant or condition of this Lease, other than the failure of Lessee to pay the particular rental, fees and/or other charges so accepted, regardless of Lessor's knowledge of such preceding breach at the time of acceptance of such rent, fees or other charges. The exercise of any right or option or privilege under this Lease by Lessor SHALL NOT prevent Lessor from exercising any and all other rights, privileges and options hereunder, and Lessor's failure to exercise any right, option or privilege under this Lease SHALL NOT be deemed a waiver of said right, option or privilege, nor shall it relieve Lessee from Lessee's obligation to perform each and every covenant and condition on Lessee's part to be performed hereunder, nor from damages or other remedy for failure to perform or meet the obligations of this Lease, The consent or approval by either party to or of any act by either party requiring further consent or approval SHALL NOT be deemed to waive or render unnecessary their consent or approval to or of any subsequent similar acts. D. VENUE AND ATTORNEYS FEES 1. This Lease, and the rights and obligations of the parties thereto, shall be construed, interpreted, and enforced pursuant to the laws of the State of California and exclusive venue In any and all actions arising under this Lease shall be laid in the Judicial District of Fresno County, California.. 2. In any action or proceeding which Lessor or Lessee may be required to prosecute to enforce its respective rights under this Lease, the unsuccessful party therein agrees to pay all costs Incurred by the prevailing party therein, including reasonable interest and attorneys'fees, to be fixed by the court, and said costs, interest, and attorneys'fees shall be made a part of the judgment in said action. 76 [2(2112tO][EA200A 06icDYPFAepWffBOdAreasdftamhirest.T(RFNf�bISUdcEda94 Agreement.PDF][Page 82 of 101] E. LIENS AND CLAIMS: Lessee shall not suffer or permit to be enforced against Lessor's title to the leased premises, or any part therie'of, any lien, claim or demand arising from any work of construction, repair, restoration, maintenance or removal as herein provided, or otherwise arising (except liens, claims or demands suffered by or arising from the actions of Lessor), and Lessee shall pay all such liens, claims and demands before any action is brought to enforce same against said premises; and Lessee agrees to hold Lessor and said premises free and harmless from all liability for any and all such liens, claims or demands, together with all costs and expenses in connection therewith. Lessor shall have the right at any time to post and maintain on said premises such notices as may be necessary to protect Lessor against liability for all such liens, claims and demands. F. SUCCESSORS AND ASSIGNS: Subject to such limitations and/or requirements as may elsewhere within this Lease be set forth with regard to Lessee's sub-leasing any part or all of the leased premises or with regard to EITHER Lessee's'assigning this Lease OR Lessee's pledging, mortgaging, hypothecating, or otherwise encumbering this Lease or any of Lessee's rights, title and/or interests thereunder, this Lease and all of the terms, covenants, conditions, stipulations, warranties, prohibitions, limitations, reservations, restrictions, agreements, and provisions"therein contained shall extend to and bind the legal representatives, successors and assigns of the respective parties hereto. G. INVALID PROVISIONS: This Lease was drafted by Lessor. In the event any covenant,condition or provision of this Lease, or the application thereof to any person, entity, or circumstance, shall to any extent be held by a court of competent jurisdiction to be Invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Lease, or the application thereof to any person, entity, or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated, provided that such invalidity, voiding or non-enforceability of such covenant, condition or provision does not materially prejudice either party in its respective rights and obligations contained in the then remaining valid covenants, conditions or provisions of this Lease. H. CAPTIONS AND ARTICLE/SECTION/PARAGRAPH NUMBERS: The captions, article numbers, section and sub-section numbers, paragraph and sub-paragraph numbers and/or alphabetical identifiers and index appearing in this Lease are inserted solely for the purpose of convenience In reference and in no way define, limit, construe, or describe the scope or intent of such articles, sections, sub-sections, paragraphs or sub-paragraphs of this Lease nor in any way whatsoever affect this Lease. I. COVENANTS AND CONDITIONS: Each provision of this Lease performable by Lessee shall be deemed both a covenant and a condition. 77 [M.11210][EA200A 06icDYPFAepWffBOdAreasdftamhirest-.T&FNPpagblSdcblldad4 Agreement.PDF][Page 83 of 101] J. CONS ENTS/APPROVALS: Wherever in this Lease the consentlapproval of one party is required to an act of the other party, such consent/approval shall not be unreasonably withheld or delayed. K. INTENTIONALLY OMITTED. L. CUMULATIVE REMEDIES: No remedy or election under this Lease shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. M. PRIOR AGREEMENTS: AMENDMENTS: This Lease and those certain Exhibits attached hereto and made a part hereof by reference herein contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or under standing pertaining to any.such matter shall be effective except as expressly provided herein. THIS LEASE MAY NOT BE AMENDED OR OTHERWISE MODIFIED IN ANY WAY WHATSOEVER, EXCEPT IN WRITING SIGNED BY THE PARTIES. Except as otherwise stated in this Lease, Lessee acknowledges that neither Lessor nor Lessor's officers, employees or agents has made any oral or written warranties or representations to Lessee relative to the condition or qse by Lessee of the leased premises and Lessee acknowledges that Lessee assumes.all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the leased premises, and the compliance thereof with all applicable laws and regulations in effect during the life of this Lease except as otherwise specifically stated in this Lease. N. QUIET POSSESSION: Upon Lessee paying the rental, fees and/or other charges reserved under this Lease and keeping, observing and/or performing all of the covenants, conditions, warranties, promises, agreements, and/or provisions on Lessee's part to be kept, observed and/or performed thereunder, Lessee shall have quiet possession of the leased premises during the full term of this Lease, and any extensions thereto, subject to all of the provisions of this Lease. 0. TIME OF ESSENCE: This section deleted. P. REVIEW/EXAMINATION OF LEASE: Submission of the instrument by Lessor for review/examination or signature by Lessee DOES NOT constitute a reservation of or option to lease, and the instrument is not effective as a Lease or otherwise, UNLESS and UNTIL execution and delivery by both Lessor and Lessee. Q. ACCORD AND SATISFACTION: No payment by Lessee or receipt by Lessor of a lesser amount than the rent, fees and/or charges payment(s) due to be made by Lessee under this Lease shall be deemed to be other than ON ACCOUNT of the rent, fees and/or charges due, and no endorsement or statement on any check or in any letter accompanying any check or payment as rent, fees and/or charges shall be deemed an accord and satisfaction, and Lessor may accept such check or payment without prejudice to Lessor's right to recover the balance of such rent, fees and/or charges or to pursue any other remedy provided in this Lease. 78 [M.112M][EAMO& McDYRF Agreement.PDF][Page 84 of 101] R. NATIONAL EMERGENCY AND CONDEMNATIQN]EMINENT DOMAIN 1. Total Taking/Condemnation of Leased Promises: In the event that the Government of the United States takes over the operation of the Airport, or any part thereof which shall include ALL of the leased premises, by requisition or other unilateral action as the result of a national emergency or otherwise, THE LEASE SHALL TERMINATE as of the effective date of any such taking; OR, if ALL of the leased premises shall be taken by public authority pursuant to condemnation actions(s) under the laws of eminent domain, THE LEASE SHALL TERMINATE as of the date of title vesting in such proceeding. a. Upon termination of this Lease as a result of either of the events hereinabove.described within this sub-section I of this Section, the parties hereto shall be relieved of any and all obligations, one to the other, hereunder, NOT accrued to the date of such termination and Lessor shall promptly return, on a prorata basis, any then unearned rent theretofore paid by Lessee under this Lease, b. Lessor shall NOT be liable to Lessee for any Injury to Lessee's business or loss of income or any other injury or loss suffered by Lessee as a result of any such taking and/or termination. 2. Partial Taking/Condemnation of Leased Premises: In the event that only a part of the leased premises shall be taken as a result of any of those actions described in sub-section I of this Section, above, AND if such taking and the reasons therefore shall NOT constitute a bar to Lessee's continued beneficial occupancy and use of that/those portion(s) of the leased premises not so taken, where such taking may reasonably be deemed to NOT adversely affect Lessee's commercial business operations therein and thereon to a significant extent/degree, this Lease shall continue in full force and effect and that/those certain parcel(s) of land so taken shall be AUTOMATICALLY DELETED from the premises leased by Lessor to Lessee thereunder, and the rent shall be appropriately adjusted, as of the date of such taking and/or title vesting. 3. Awards: In the event that all or part of the leased premises shall be taken as a result of any of those actions described in sub-section I of this Section, above, the rights of the parties hereto with respect to such award(s) as shall be paid for such, taking shall be as follows: a. LESSOR shall be entitled to the entire amount of any and all compensation awarded by reason of the taking of the leased land and any and all Lessor-owned improvements then located therein or thereon and LESSEE WAIVES any right or claim to any part thereof from Lessor or the condemning authority. b. Subject to the provisions of sub-section 4 of this Section, below, LESSEE shall 79 [M.11210][EA200A 06icDYRFAepWffBOdAreasdftamhirei3t-.T&f,1[PpRgblS6doEda94 Agreement.PDF][Page 85 of 101] have the right to claim and recover from the condemning authority such compensation as may be separately awarded or,recoverable by Lessee in Lessee's own right on account of: I (1) The taking of or injury to any Lessee-owned improvements then located on the leased land, Including the value of the then existing leas6hold interest therein and thereto, to the extent of Lessee's interest therein, based on the value of the then remaining unexpired portion of the term of this Lease, as said value shall be determined in the proceedings for the taking of such operations and awarding such compensation; and (2) Any and all cost or loss (including loss of business) which may be incurred by Lessee as a result of Lessee's having to remove Lessee's personal property(including merchandise, furniture, trade fixtures and equipment) to a new location. 4. Payments to Encumbrancers: Any compensation which would otherwise be payable to Lessee under sub-section 3, paragraph,"b", of this Section-, above, shall be paid directly to any known lawful encumbrancer of the leasehold interest, to the extent of such encumbrance. 5. Notice and Execution: Upon service of process upon Lessor in connection with EITHER any taking over of Airport by the United States Government OR any condemnation or potential condemnation, Lessor shall immediately give Lessee notice thereof in writing. Lessee shall immediately execute and deliver to Lessor any and all instruments which may be required to fully effectuate any and all of the provisions of this Article if, as and when any such Instruments shall be required of Lessee. S. RELATIONSHIP OF PARTIES: Nothing contained in this Lease shall be deemed or construed by the parties or by any third persons to create the relationship of principal and agent or of partnership or joint venture between Lessor and Lessee, so [M11210][EA200A 06icDYRFAepWffBOdAreasdftamhirei3t&(RF,1[PpagblS6cbEdad4 Agreement.PDF][Page 86 of 101] IN WITNESS WHEREOF, Lessor has caused this Lease to be executed by its duly authorized officer, and Lessee has caused the same to be executed by its duly authorized persons)/officer(s) with signature(s) notarized, all as of the day and year first above written. CITY OF FRESNO, CALIFORNIA A Municipal Corporation By: usselLG�Wiidmar A Title: director of Aviation LESSOR ATTEST. Rebecca E. Klisch Mercury Air Center- Fresno, Inc. CITY OF FRESNO Na (Please print) LESSEE JIAS APPRTO FORM: Robert R. Coyle DEPUTY CITY ATTORNEY CITY OF FRESNO i 81 [M Y1210][EAaOaA 06icDRFRrWfFBOdAreeaeJftatrreet3F,�[€pagbIcbEAa9 Agreement.PDF][Page 87 of 101] � (Y ASSURANCES RE UIRED 'THE FEDERAL AVIATION ADMINIS'TRATION (August 1984 Edition) SECTION A PURPOSE,CLASSES OF ACTIVITIES,APPLICABILITY OF ASSURANCES AND DEFINITION OF TERMS 1, PURPOSE: The City of Fresno,California,an airport owner subject to both Federal Grant Agreement obligations and terms,covenants and conditions of Surplus Property Instruments of Disposal at the Fresno Air Terminal(FAT)and Federal Grant Agreement obligations at Fresno-Chandler Downtown Airport(FCII),is required by the Federal Aviation Administration(FAA)to include specific provisions,addressing,among other things,the requirements of Title VI ofthe Civil Rights Act of 1964,Exclusive Rights prohibitions,and Affirmative Action items contained in Title 14 Code of Federal Regulations Part 152,within all agreements(including,without limitation, leases,licenses, permits,and contracts)between said City'and any and all entities who use or perform work or conduct activities on City-owned airport premises for aeronautical or non-aeronautical purposes;therefore,the purpose of this Exhibit is to appropriately incorporate within the"Agreement",to which ir{i�s attached and made a part of by reference therein, the sixteen(16)numbered provisions contained within Section i'D","ASSURANCES",below. 2. CLASSES OF ACTIVITIES: The applicability of each of the sixteen(16)numbered provisions contained within Section"B", "ASSURANCES",below,to that certain"Agreement"to which this Exhibit is attached and Made a part of by reference therein,is,among other things,dependent upon the type of work to be performed and/or the type of activities to be conducted at the airport(s)by the Lessee,Permittee,Licensee,Operator,etc.,named therein,pursuant to and in accordance with those certain rights,privileges,uses,and operations,expressly granted and/or authorized thereunder;therefore,the following activity classifications,as established by the FAA,are provided for the information and guidance of all concerned: a. Direct ind Supportive Aeronautical: The following activities,commonly conducted on airports, are AERONAUTICAL ACTIVITIES: (1) Air Carrier (2) Charter Operations (3) Pilot Training (4) Aircraft rental and sightseeing (5) Aerial Photography (6) Crop dusting (7) Aerial Advertising and Surveying (8) Aircraft Sales and Services (9) Sale of Aviation Petroleum products(whether or not conducted in conjunction with other included activities) (10) Repair and Maintenance of Aircraft (11) Sale of Aircraft Parts (12) Any other activities which,because of their direct relationship to the operation of an aircraft,can appropriately be regarded as an "aeronautical activity". 82 [M11210][EA200A 06icDRFAepWf BOdAreesditamhreetaT&f�,[€p I Aa94 Agreement.PDF][Page 88 Of 101] -- — — ---- t F • . s P ',�f' � `rot� �^ •r •�t��i.�6f 4+Y" �* } K ,s ' � j • "/x 4,Y' Asa ! 1�.. �s ,_ �s%?td�,n�+, r.� Y� 1.t ���TI'I�' i Sa 1� }.di+V t� 'alvD C}�?:t.� .+•+s 3{S �'>T� t � ��• t8 !i tl !S i �^��',r_-�i•7'' &.^« ,��t ♦����1 [x S t' z. 4 x,_ K�� y 4: 1••F" +J[i•+h:.4.�..... - -, $ � t r �t a' a eY��� � w'•V'�rK*`r:�.,�`' a o`a� #+i t+i�.i�x !t 'ryl..�...'� '"...1.. „j `i y� � 4 .t• \�. i4'i,. � '�4'. .�yw tto� -y?i � � si :i� ; .. �i u �. i.. .IFS.+�'�W�f T`�. .>' d F} h le t•t��".x�'; 4 '2."` sF,1%<`.{� •l. aS��• s`: .4��Z.t �. ��`��� t S ;i.�.u� r "c s - "`"'L•'�- � SIr..v � sh Z t • Y Lit - _ ±` �a i {n!� •:S'P/§t4'l 4t; - .� +-. v... -„4. 2.:cc.-+•'i`YL•�.3 ^YJ^,.• 'F j. �k y ..t R,� �E�._. ,� ,�-�.•,..i P„ � - �e t` ,1 r.�•` Vie,_ - $ ��`-3y�ryt�� .`r zxs.t Xxt'Ff •s!' �5 ssiy��•.. �, � � /� ., � .. � •F t j p� Y F J4 {IbONS- .%.a�'•� •« ty>z �t.. •;^`t 3' ,y .R"3 f Lam. r• t g-..:r av:.. %✓: ��r!'S `'"i.'s•,w��t. � "7 '. 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' xz. i # _ 1L t`y �' r •�; 4 '(.=- P���'�h' `' �f{� :_ ?._. ! y '�t� �t"",.t ,� � r H S: Rv+`1X'"�TM��p�rt�'�L�1` ��„�,^�����,.t 1� S `�•�fi 1ti:� r 3�t? - 4 fF R � ! y 4 t��•� �!s�"Fa";�"x-t �i. e� t;FriEa k'���,..' ��'��"'`M""� {� 4 1- st; Y --� r F 1r" �'� i s �"`•� ii' e � }�(�.r��� £{ �� � i fct�s.S.'+"J�ey�r A �"i� �� \�. 4 J 1 -F'i S e: L i w •_ _?x_t-- c ayr ��- i F�%rt 4a�b-k,f rr � r s �` •v`.vo. �"t t •a�l e� S� t i a1'' tt,�- .� -.3+_f` � .�. v; tf_,� ` l�,A F7��+ '•-,'A� �F •y �s ri «'fir �! v rz {� S _- -i "y-_c: S +pt. f• -� c' -C-C. s yp ,S, `1 ' Y .t �: �+ • v a^At td-} 5l tt s �.t r�r �¢�}_ � • 4. '�£ �Y u *�` t`�• R ��y: .�`IS�ir.1'�s Y. x x L�•i' Y t 1�!` •1 3 �tr)lny '' it it y't # �'�+�t' �[S ����r , }Cf . - 4 t e tY i-� x- i 2, •z.?d'! r'���. � t�4 Ya `{f •t,� �t��L �" � ';�•"�r� r:z�# -x{ + r a t•. t y s - .�{ :7 -� � -- . r r`..- t� v ft (..�� �{4" ''`�� � is , `�t h rw'A,tle �[ :f j. F k 4 t � 114 ;i r s Y .'�.�'to r .•[ F�.. �i .! 3-• Y&'�S,e.: ?Ft ��s'ti! 'a"•?. Kj;%�`'.l"i F��3 [7f y.t ^Y -_F a - t t � .r�•�„ � g„ ..,..c.F !. Fe�r ��,t :a F f, '-s� sr �, s*,.` r,` 6 .c t-�tt4.:1. � .ralc'4tr zt•s i w 3•S.+Y L;'q'ftf r_. 11}�tii 4 k .+ x � f#/`{ f,L S 1 { •F i n? t.' ;,rwSt v e '"'w`it,3:, ..i ��•t•' Y.?'�i..• �eF 1�!� i• t l rt s t � 5 a'• �3� u..Zslii�.a�t-.......�l:l S:t�v:�',��:iV�^.:-1►1�; f. ^'�'i 7£p't rt�'� T� 'f.,S; 1" w M., D. - o 1• !!b /,o •1 you 'U:�e r u: •'^•` t;.• y• swill .•- :• • 1 t Page l of 4 ASS CBS RE D BY THEFED AVIATION ADMINISTRATION (August 1984 Edition) b. Coraglementary'Aeronautical: The following activities,when conducted an airports,are COMPLEMENTARY AERONAUTICAL.ACTIVITIES: (1) Ground Transportatton(taxis,car rantaIS,.IIMW 4es) (2) Restaurants (3);Barber Shops S (4.).Auto Parking Lots (5}.;Recreational FacIli ties, (6) Any other comriiodities servicdstor accommodations made available to the general public. c. Pion Aeronautical _The fallowing activities,when conducted on airports,being neither"Direct and Su ortive Aeronaitical",noz".Complementary Aeronautical",as defined above,are NON pp. _ AERONAUTICAL ACTIVITIES, _ Manufaettirifig N r (2) Agriculture , (3) Any other activity not appropnately_fallin within the abovesaid"Direct and g 4 Supportive Aeronnuti�al"and/or�'Complementar,Aeronautical"classifications. 3. APPLICABILITY OF NUMBERED PROVISIONS WITHTN SECTION GRAPII 2�'ABOVE LACES" ` BLOW TO CLASS OF AC TVITIES ECLHITD WITH P The applicability of the cumbered piovisians within Section"B","Assurances",below,to the respective classes of activities specified within subparagraphs 2a,b,and c,of this Section"A",above,is as follows ACTIVITY CLASS NUMBBRET�PROVISIONS APPLICAELE TO CUSS FAT AGREEMENTS FCHAGREEMENTS ' 1 thru 16 I thru 15 . Direct and Supportive Aeronautical thru 14&16 I thru 14 Complementary Aeronautical, 1;thru 14&I6 1 thru 14 Non-Aeronautical 4. DEFINITION OF TERMS`USED WITHIN SEC ION "B" "ASS CES" BELOW In order to facilitate ease of fitlfillznent;of the requirement specified within paragraph 1 of this Section "A",this Extubit is designed to be attache'd to and made a part of all City of Fresno Airport's"Agreements"; including„without liirsitation,leases,licenses,permits,contracts,etc.;therefore,in the event the"Agreement"to which this Exhibit is attaohed•e iid made,,part of by reference therein,shall be other than a Lease or be a lease within which the parties thereko sreerem called or referred to other than"Lessor"and"Lessee",then,where the terms "LESSOR";!!I ESSE ",;and"LEASE"appear,`as shown;`w}thin the sixteenITY OF,(16)numbered"ASSLIILANGS"listed CALIFOPNIA',„THE within Section"B",below;said terms shall be deemed to mean°CLic �'PSNO Concessionaire,Operator, OTHER PARTY TO TIC PARTICULAR AGREE ' ~ '' without limitation, etc.},and the'`AGRE MBNT"itself(regardless.of title,type andlor description,including, LEASED"and Leases,Agreements,Licenses:Peirmits, d Contracts)respectively;and where the terms" "LEASterms shall be ED PREMISES"(and all reasonably readily de n iftaidenb#'ied�witliin the"Agreementions thereof) t" asbe ng that/those to deemed to mean the land(s)and/or premises sd and y which leasehold interests are expressly granted for those in,upon,to and/or from which tenancies,occupancies, use(s),operation(s),and/or access(es)by the Lessee,Perniittee,Licensee,.Operator,Concessionaire,etc.,are 83 [2(211210][EA-JDOA 06icDRFAepwtfEBadAreasdft�trReet f,,[€ bl96cblEdbdj Agreement.PDF][Page 90 of 101] - -- EXHIBIT"B", Page 2 of 4 ASSURANCES RBQUIRED BY THE,,—FEDERAL--AVIATION—ADMINISTRATION (August 1984 Edition) expressly authorized. In all cases,where the term"_AIRPORT" appears,as shown,it shall be deemed to mean the particular airport(s)(i.e.,either the Fresno Air Terminal or the Fresno-Chandler Downtown Airport,or both)as identified within the"Agreement"between the parties as being the Airport(s)to which the"Agreement"pertains. SECTION B ASSURANCES 1. The"LESSEE",for itself,its heirs,personal representatives,successors in interest,and assigns,as a part of the consideration hereof,does hereby covenant and agree(as a covenant running with the land if the"Agreement" to which this Exhibit is attached is a lease)that in the event facilities are constructed,maintained,or other-wise operated on the said property described in.this"LEASE'for a purpose for which a U.S.Department of Transportation(DOT)program or activity is extended or for another purpose involving the provision of similar services or benefits,the 11LESSE7 shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49,Code of Federal Regulations,DOT,Sub-title A,Office of the Secretary,Part 21,Nondiscrimination in Federally-Assisted Progiams of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964,and as said Regulations may be amended, 2. The"LESSEE',for itself,its personal representatives,successors in interest,and assigns,as a part of the consideration hereof,does hereby covenant and agree(as a covenant running with the land if the agreement to which this Exhibit is attached is a lease)that: (1)no person on the grounds of race,color,or national origin shall be excluded from participation in,denied the benefits ofy 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 famishing of services there on,no person on the grounds of race,color,or national origin shall be excluded from participation in,denied the benefits of,or otherwise be subject to discrimination,(3) that the"_LESSEE"shall use the "premises"incompliance with all other requirements imposed by or pursuant to Title 49,Code of Federal Regulations,Department of Transportation, Subtitle A,office of the Secretary,Part 21,Nan-discrimination in Federally-Assisted Programs of the Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964,and as said Regulations may be amended, 3. That in the event of breach of any of the above nondiscrimination covenants,"LESS shall have the , right to terminate the"LEASE" and to reenter and repossess said land and the facilities thereon and hold the same as if said"LEASE"had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed including expiration of appeal rights. 4. "LESSEE" shall furnish its accommodations and/or services on a fair,equal and not unjustly discriminatory basis to all users thereof and it shall charge fair,reasonable and not unjustly discriminatory prices for each unit or service;PROVIDED,THAT the"LESSEE"may be allowed to make reasonable and nondiscriminatory discounts,rebates or other similar type of price reductions to volume purchasers. 5. Non-compliance with Provision 4 above shall constitute a material breach thereof and in the event of such ("LESSOR')OF FRESNO,CALIFORNIA("L !')shall have the right to terminate this non-compliance the CITY M i "LEASE" and the estate hereby created without liability therefor or at the election of the"LESSOR"or the United States either or both said Governments shall have the right to judicially enforce Provisions 1,2,3 and 4 above, contract,etc., 6. -"LESS 'agrees that it shall insert the above five(5)provisions in any lease,agreement, by which"LESSEE'grants a right or privilege to any person,firm or corporation to render accommodations and/or services to the public on the"premises'herein"LEAS [M.112W][EA900A Y_06icDRFAepwtFEBOdAreasd arff fttmei3ta'f&F�,["bl&lcbEdbdJ Agreement.PDF][Page 91 of 1 oil E)MMIT"B", Page 3 of 4 ASSURANCES RE UIRED 'THE FEDERAL AVIATION AD SI—RAIMON (August 1984 Edition) 7, The"LESSEE" assures that it will undertake an affirmative action program as required by 14 CFR Part 152,Subpart E,to ensure that no person shall on the grounds of race,creed,color,national origin,or sex be excluded from participating in any employment activities covered in 14 CFR Part 152,Sub-Part E. The".LESSEE"assures that no person shalt be excluded on these grounds from participating in or rcceiving the services or benefits of any program or activity covered by this subpart. The"LESSEE"assures that it will require that its covered suborganizations provide assurances to the"LESSEE',that they similarly will undertake affirmative action programs and that they will require assurances from their suborganizations,as required by 14 CFR 152, Subpart E,to the same effect. 8. The,"LESS "reserves the right to further develop or improve the landing area of the"Ai nport"as it sees fit,regardless of the desires or view of the"LESSEE" and without interference or hindrance. 9. The"LESSOR"reserves the right,but shall not be obligated to the"LESSEE" to maintain and keep in repair the landing area of the"Air-port'and all publicly-owned facilities of the"Airport":together with the right to direct and control all activities of the"LESSEE' in this regard. 10, This'T requirements existing future aA shall be subordinate to the-provisions and requ eme ts of any or agreement between the"LESSOR"and the United States,relative to the development,operation or maintenance of II'M 0. the _M�r 11. There is hereby reserved to the"LESSOR",its successors and assigns,for the use and benefit of the public,a right of flight for the passage of aircraft in the airspace above the surface of the"premises'herein "LEASED". This public right of flight shall include the right to cause in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at,taking off from Or operation on the"Aimo 12. 111, ication and review requirements covered in Part 77 of ESSEE' agrees to comply with the notif the Federal Aviation Regulations in the event future construction of a building is planned for the"LEASED c PREMISES",or in the event of any planned modification or alteration of any present or future building or structure situated on the"LEASED PREMISES". 13. The"LESSEE',by accepting this"LEASE",expressly agrees for itself,its successors and assigns that it will not erect nor permit the erection of any structure or object,nor permit the growth of any tree on the"land leased"hereunder which would exceed the height limits of Part 77 of the Federal Aviation Regulations. In the event the aforesaid covenants are breached,"LESSOR'(the owner)reserves the right to enter upon the"land leased" hereunder and to remove the offending structure or object and cut the offending tree,all of which shall be at the expense of the"LESSEE', 14. The"LESSEE",by accepting this"LEASE",agrees for itself,its successors and assigns,that it will not make use of the"LEASED PREMISES" in any manner which might interfere with the landing and/or taking off of aircraft at and/or from the"AIRPORT"(Either the Fresno Air Terminal or the Fresno-Chandler Downtown Airport, or both,as applicable)or otherwise constitute a hazard. In the event the aforesaid covenant is breached,the "LESSOR"(owner)reserves the right to enter upon the and cause the abatement of such interference at the,expense of the"LESS 15. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958(49 U.S.C. 1349a). [2C2.-t1210][EA2009k 06icDYRFAeVWffBOdAreasdftamhirei3t&(RF�1[Ppagb1@8doLdad4 Agreement.PDF][Page 92 of 101] EXHIBIT "B", Page 4 of 4 16, This"LEASE" and all the provisions hereof shall be subject"to whatever right the United States Government now has or in the future may have or acquire,affecting the control,operation,regulation and taking over of said"AIR. ORT"or the exclusive or non-exclusive use of the" ILZEORT"by the United States during the time of war or national emergency. r. � C ' i I [M11210][EA2009k 06icDRFAepWFEBOdAreeadatamhreetaT(3f,1[€pagbI Aa94 Agreement.PDF][Page 93 of 101] ILLUSTRATION OF ANNUAL RENTAL RATE ADJUSTMENT COMPUTATION ILLUSTRATION COMPUTATION BASED) UPON_STATISTICAL INDEXES PUBLISHED BY UNITED STATES DEPARTMENT OF LABOR BUREAU bF LABOR STATISTICS PART 1: ASSUMPTIONS FOR THE PURPOSES OF THIS ILLUSTRATION, THE FOLLOWING ASSUMPTIONS SHALL APPLY: 1. By Lease dated April 15, 1981, PARCEL I (consisting of 70,000 sq. ft. of land on which Building T-1 (20,000 sq.ft.]is located)is leased by the City of Fresno(as Lessor)to JOHN DOE'S ALUMINUM DOORS, INC., (As lessee)for a three (3)year term commencing MAY 1 1981 and ending APRIL30 2. The INITIAUBASE rate specified within abovesald lease was$1.50 per square foot per year($15,000 annual rental)for the building and$0.06 per square foot per year($3,600 annual rent)for the land (Excluding the square footage of Building T-1) (TOTAL RENT$18,000 per year, PAYABLE IN EQUAL MONTHLY INSTALLMENTS OF$1,550 EACH, IN ADVANCE): 3. The abovesaid Lease established 1980 as the BASE YEAR for U.S.Bureau of Labor Statistical data to be used to compute rental adjustments and specified that FOR CALENDAR YEAR 1980, THE U.S.B.L.S.. PRODUCER PRICE INDEX(PPI)(ALL COMMODITIES)(19-67—100%)IS 268.6 AND THE INDEX FOR THE AVERAGE HOURLY EARNINGS(AHE) FOR EMPLOYEES IN THE MANUFACTURING DIVISION (AHE) IS 7.27, 4. Pursuant to a specific rental adjustment limitation set forth within the abovesald Lease,the rental adjustment computation for the twelve(12)month period which began on May 1, 1982, resulted in no change in the rental rates because the"PERCENT CHANGE—NEW VS. EXISTING RATES"was less than ten percent(10%):and 5. The rental adjustment computed in the following illustration Is to be effective May 1, 1983. BASED ON THE ABOVE ASSUMPTIONS,THE RENTAL ADJUSTMENT TO BE EFFECTIVE MAY 1, 1983, WOULD BE COMPUTED, AS SHOWN WITHIN PART 11 OF THIS EXHIBIT. IN CONFORMITY WITH BOTH THE RENTAL ADJUSTMENT PROVISIONS OF THE LEASE AND THE"FOOTNOTES/GUIDELINES" PROVIDED IN PART III OF THIS EXHIBIT. GAGay1e\1terns for BrendanExhlblt C.doc 6/2012006 2:38:58 PM gb Exhibit C Page I [M.11210][EA200A 06icDYRFAeVRwAffBOdAreasdftamhTei3t-.T&FNPpagblagdcEdad4 Agreement.PDF][Page 94 of 101] o i PART II: ILLUSTRATION OF RENTAL ADJUSTMENT COMPUTATION I I i ANNUAL RENTAL ADJUSTMENT COMPUTATION FOR THE PERIOD: MAY 1, 1983 THRU APR 30, 198 I NAME OF LESSEE: John Doe's Aluminum Doors, Inc. REFERENCE; Lease dated April 15, 1981 AIRPORT CONCERNED: Fresno Yosemite PREMISES CONCERNED: Bldg, T-1 &Parcel I International United States Department Of Labor, Bureau Of Labor Statistics Data Used In The Computation DIFFERENCE BASE YEAR LAST ADJ CURRENT BETWEEN PERCENT 3/ YEAR ADJ YR INC/DEC BASE AND 4/ 5/ BASE VS CURB INDEX (1980) ( (19$2} CURRENT ADJ YR INDEX ADJ YR INDEX 1/PPI 268.6 ---------- 299.3 30.7 + 11.4296 % 2/ 7.27 ---------- 8.50 1.23 + 16,9188 % AHE Total (PPI Percent Increase/Decrease +/-AHE Percent Increase/Decrease) +28,3484 % Average Percentage Increase/Decrease(Le., 1/z of above"Total"): + 14.1742 % P Computed Annual Rental PER SQUARE FOOT RATES Amt BASE EXISTING NEW %Change 6/ 7/ 8/ Between Based On Based On RATE RATE RATE New& The New Per The Existing Existing Sq. Sq. Ft. Rate Per Sq. Ft. Ft. Rate Shown Rate Shown Effective Dates: May 1, 1981 May 1, 1981 May 1, 1983 9/ Premises Sq, Feet Bldg T-1 10,000 $ 1,500000 $ 1.500000 14.17 % $17,126.13 $15,000 Parcel 1 60.,000 $ 0,060000 $ 0,060000 14.17$ $4,110.24 $ 3,600 Effective Date Monthly Rental Annual Rental 10/ Note May 1, 1983 $ 1,769.70 $21,236.40 Rental Changes G:\Gayle\Items for Brendan\Exhlblt C.doc 6/20/2006 2:38:58 PM gb Exhibit C Page 2 [M Yt210][EAaOaA 06icDRFAbpWf BOdAreaadataftrrestd?&FN€pagbI da94 Agreement.PDF][Page 95 of 101] PART III: FOOTNOTES/GUIDELINES TO BE FOLLOWED Producer Price Index(PPI) (All Commodities). Source: 'PRODUCER PRICE INDEXES AND PERCENT CHANGES FOR COMMODITY GROUPINGS AND INDIVIDUAL ITEMS", as published in U.S. Department of Labor, Bureau of Labor, Statistics (USDLBLS) by the U.S. Government Printing Office, The indexes for the calendar years used In the computation shall be determined by dividing the sum of the year's January through December monthly indexes immediately available (as defined In footnote 3, below)to Lessor by 12. NQTE This illustrative computation is based on a PPI with 1967 as the reference base(i.e., 1967 = 100%). In 1971, the USDLBLS converted from a 1957-1959 = 100% reference base and established a new reference base as 1967= 1100%. Conversion of figures incorporated within leases dated prior to 1971 Is obtained by multiplying the 1957-1959 100% Index by a factor of.9425071 to obtain the 1967= 100% Index value. Effective January 1, 1988, the USDLBLS converted from a 1967 100% PPI reference base and established the new PPI reference base as 1982= 100%. Conversion of PPIs in leases dated prior to January 1988 is obtained by multiplying the 1967= 100% PPI by a factor of .334112(100[1982 =100%value for CY 1982]/299.311967= 100% PPI value for CY 1982] ='.334112[Conversion Factor]), Rebasing an index does not significantly affect the calculation of percent changes over time, except for possible rounding differences,so long as all calculations are performed with Indexes expressed on the same base. If and when the USDLBLS continuous series on a 1982=100%base shall be rebased to a new 100% base year, the 1982,= 100%figures incorporated within leases dated prior to the effective date of such rebasing shall be converted to their new continuous series value(s) when computing rental adjustments. 2/ Annual Average Hourly Earnings (AHE)of Production of Non-Supervisory Workers (on private non- agricultural payrolls)In MANUFACTURING. Source: "ESTABLISHMENT DATA, HISTORICAL HOURS AND EARNINGS,AVERAGE HOURS AND EARNINGS OF PRODUCTION OR NONSUPERVISORY WORKERS ON PRIVATE NONAGRICULTURAL PAYROLLS BY MAJOR INDUSTRY DIVISION", as published In U.S. Department of Labor, Bureau of Labor, Statistics (USDLBLS), by the U.S. Government Printing Office. 3/ The"BASE YEAR" and the PPI and AHE indexes therefore shall be that certain calendar year and those certain Indexes set forth within the Lease to which this EXHIBIT is attached and made a part and identified within said lease as the basis for all rental adjustment computations. The"BASE YEAR" PPI and AHE indexes inserted by Lessor within any Lease shall be the indexes for the LAST FULL CALENDAR YEAR for which the published USDLBLS, PPI, and AHE statistical data is readily available to Lessor at the time of Lease preparation. In order to facilitate ease of completion of rental adjustment computations In the manner set forth within the Lease and this Exhibit, Lessor subscribes to EMPLOYMENT AND EARNINGS (U.S. Department of Labor Statistics)and PRODUCER PRICE INDEXES (U.S. Department Labor Statistics), published by the U.S. Government Printing Office, WashIngtonD,C. Both the PPI and AHE data for the last month of any given full calendar year has historically been received by Lessor's Airports Department on or before March 15 of the following year; thus, for the purposes of both the Lease to which this EXHIBIT is attached and this illustration, "READILY AVAILABLE"SHALL MEAN THE LATEST PUBLISHED PPI AND AHE USDLBLS DATA RECEIVED FROM THE U.S. GOVERNMENT PRINTING OFFICE (OR OTHERWISE OBTAINED)BY AND ON FILE WITHIN.THE CITY OF FRESNO AIRPORTS DEPARTMENT, WHETHER OR NOT ALL OR ANY PORTION(S)OF SUCH DATA SHALL BE IDENTIFIED WITHIN ANY SOURCE DOCUMENT AS BEING "PRELIMINARY"DATA, G:1Gay1e\1tems for Brendan\Exhlblt C.doc 6/20/2006 2:38:58 PM gb Exhibit C Page 3 [M.11210][EA200A 06icDYPFAepWffBOdAreasdftamhirest-.T&FNPpagbla6cbEdad4 Agreement.PDF][Page 96 of 101] 1 PART III: FOOTNOTES/GUIDELINES TO BE FOLLOWED (CONT Qj 4/ The"LAST ADJUSTMENT YEAR" and the PPI and AHE indexes listed therefore shall be the calendar year and Indexes which, when compared to the Base Year indexes, resulted in the !ast PREVIOUS rental adjustment, If any. 5/ Ail annual rental adjustment computations by Lessor shall normally be completed during the ninety(90) day period immediately preceding the anniversary date of the term of the Lease and the"CURRENT ADJUSTMENT (ADJ)Year"and the PPI and AHE Indexes listed hereunder on any rental adjustment computation form shall be the calendar year and indexes therefore which,when compared to the Base Year Indexes, shall determine whether or not a rental,adjustment shall be necessary pursuant to the rental adjustment provisions of the Lease. The"CURRENT ADJUSTMENT(ADJ)YEAR, PPI, and AHE indexes to be used by Lessor when completing any rental adjustment computations(whether such computations shall be completed by Lessor during the ninety(90)day period immediately preceding the anniversary date of the term of the Lease, or(in the event any such computation shall, for any reason, be delayed)subsequent to said anniversary date shall be the PPI and AHE Indexes for the LAST FULL CALENDAR YEAR for which the published USDLBLS, PPI, and AHE statistical data Is/was readily available (as defined within footnote 3, above)to Lessor during the ninety(90)day period Immediately preceding the anniversary date of the term of the Lease for which the new rental rate(s)Is/are being determined. 61 The "PER-SQUARE-FOOT EXISTING RATE" shall be the"INITIALIBASE PER-SQUARE-FOOT RATE" set forth within the lease for the respective portions of the leased premises 7/ The"PER-SQUARE-FOOT EXISTING RATE"shall be the"INITIAUBASE PER-SQUARE-FOOT RATE" set forth within the lease for the respective portions of the leased premises Unless and Until and annual rental adjustment computation shall result in a change In such rate(s), in which event, subsequent rental adjustment computations shall reflect the effective date of the last such change and the rate(s)in effect as of that date. 8/ Subject to the limitation specified within the Lease and Footnote/Guideline 9 below, the"PER-SQUARE- FOOT NEW RATE"shall be the "PER-SQUARE-FOOT NEW RATE"to be paid as of the effective date thereof by the Lessee for the respective portions of the leased premises as a result of the annual rental adjustment computation completed by Lessor for the anniversary date of the term of the Lease for which such new rate(s)shall be determined. 9/ When the"PERCENT(%) CHANGE--NEW VS. EXISTING RATES"is LESS THAN TEN PERCENT (10%), the"PER-SQUARE-FOOT EXISTING RATE"shall stay in effect during the twelve (12) month period for which the"PER-SQUARE-FOOT NEW RATE" shall have been determined. When the "PERCENT(%) CHANGE—NEW VS, EXISTING RATES"is TEN PERCENT(10%) OR GREATER, the "PER-SQUARE-FOOT NEW RATE"shall be the rate to e paid by lessee effective on the anniversary date of the commencement of the term of the Lease for the ensuing twelve(12) months and, if the computation for any reason shall be delayed,THE RENTAL SHALL BE ADJUSTED AND PAID RETROACTIVELY. 10/ The amount of"Annual Rental" to be paid will be determined by dividing the"Total 'Computed'Annual Rental shown on the Rental Adjustment Form by 12(carrying the quotient to four or more decimal places and rounding off to two decimal places). The"rounded off'quotient thus obtained shall be the new"Monthly Rental" to be paid and the new"Annual Rental" to be paid shall be the new"Monthly Rental" amount multiplied by 12. GAGayle\ltems for Brendan\Exhlblt C.doc 6/20/2006 2:38:58 PM gb Exhibit C Page 4 [M Yt210][EAaOaA 06icDRFAbpWf BOdAreasdatamhrest.T(RF [€pagblWdckda94 Agreement.PDF][Page 97 of 101] -REGULATION OFCOMMERCIAL AIRPORTS SECTION I AUTHORITY THE FOLLOWING IS EXTRACTED FROM THAT CERTAIN APRIL 27, 1982, RESOLUTION BY THE CITY COUNCIL OF THE CITY OF FRESNO, CALIFORNIA,ADOPTING THE 34 TH AMENDMENT TO THE MASTER FEE SCHEDULE RESOLUTION NUMBER 80-420 TO AMEND COMMERCIAL AVIATION PERMIT FEES AT FRESNO AIR TERMINAL; "Any person engaged In commercial aviation activities of any type from either or both of the City Airports, on a regular or systematically recurring basis shall, unless such person holds a valid lease agreement or an approved bona-fide sublease agreement authorizing such commercial aviation activity, be required to obtain a Commercial Aviation Permit." THE FOLLOWING IS EXTRACTED FROM CHAPTER 2 OF ARTICLE 32 OF THE MUNICIPAL CODE OF THE CITY OF FRESNO: "Commergial Activity: No person shall engage in any business or commercial activity y on the Airport EXCEPT with the approval of, and under such terms and conditions as may be prescribed by the Council." (Sec.2-3202[c]). "Categories of Aircraf: Aircraft using theairport are divided Into the following categories," (Sec.2-3202[g]) 1. "Private: Aircraft privately owned and not operated for rent or hire, Including corporate and flying-club aircraft." (See. 2-3202[g][I 2. "Cgrnmerplal: Aircraft operated for rent or hire, including air taxi, air carrier, charter,.freight, aerial photography, crop dusting and instruction aircraft. Aircraft operated in this category shall be considered commercial activities and shall be required to comply with sub-section 6 of this section," (Sec. 2-3202[g][2]) G:\Gay1e\1tems for Brendan\Exhlblt D.doc 6/2012000 2:39:07 PM gb Exhibit D Page [2C2.-t1210][EA20Qfi06hcD2RF AepWffBOdAreasdftamhirest.T(3FNf�blMdcEda94 Agreement.PDF][Page 98 of 101 REGULAT[0N OF COMME�CIAL AVIATION ACTIVITIES AT CITY OF FRESNO'S MUNICIPAL AIRPORTS (CONT'D) i i i SECTION 11 DEFINITION OF"BONA FIDE SUB-LEASE" (EXTRACTED FROM RESOLUTION 77-255) (Adopted June 21, 1977) THE FOLLOWING DEFINITION IS EXTRACTED FROM A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FRESN0, CALIFORNIA, RELATING TO ESTABLISHMENT OF MINIMUM PERMIT FEES FOR PERSONS ENGAGED IN COMMERCIAL AVIATION ACTIVITIES ON THE FRESNO MUNICIPAL AIRPORTS: "The term 'bona-fide sub-lease' used herein shall be defined as a contractual agreement ! meeting ALL of the following criteria: I i, Approval of any sub-lease must be requested in writing by Lessee and must receive written approval of the City: 2. Such a sub-lease must be drawn in writing and In generally accepted contract form and must be executed by both Lessee and sub-lessee: 3. Neither the intent nor language of the sub-lease shall conflict with any of the terms and conditions contained in the Lessee's agreement with the City: and 4. ANY SUCH SUB-LEASE MUST CONTAIN THE FOLLOWING: a. A grant of exclusive use and occupancy to the sub-lessee of specific office and/or shop space, or aircraft storage space in addition to any specific office and/or shop space, to be used as the local place of business for sub-lessee's commercial operations at the Airport, AIRCRAFT STORAGE SPACE ALONE SHALL NOT BE CONSIDERED AS FULFILLING THE REQUIREMENTS OF THIS DEFINITION. b. A specific provision to the effect that sub-lessee shall be required to, and shall have personnel on duty at said local dace of business on a regular,full-time basis of at least 40 hours weekly. c. Specific provisions extending to the sub-lessee some or all (to be specifically enumerated/stated)of the privileges, uses, rights and Interests granted Lessee under Lessee's agreement with the City. i GAGaylelltems for Brendan\Exhlblt D.doc 6/20/2006 2:39:07 PM gb Exhibit D Page 2 [M112t0][EA200A 06icDRFAepWf BOdAreesdatamhreet&(3f,1[€pagbI da94 Agreement.PDF][Page 99 of 101] --- - = =- -- _ [2C211210][EA200A 06icDRFltepWFEBOdAreeadatamhreet.T(RFN€�ngb12OO 1o6299]4greement.PDF]{Page 100 of 101] Fresno Yosemite International Airport Fresno Chandler Executive Airport (559) 621-4500 Invoice Atlantic Aviation Invoice#: AIR-19485 Glen Dildine Invoice Date: 11/10/2010 5045 E. Anderson Due Date: 12/1/2010 Fresno, CA 93727 Period Quantity Billed/Unit Rate Basis Flat Amount Total December, 2010 Land Rent Lots 10/10A 0.00 0.00 7,287.55 per MO 7,287.65 December,2010 Monthly Rent Lots 5, 5A,5B,5C, 5D,6,6A 0.00 0.00 7,745.19 per MO 7,745.19 December, 2010 Monthly Rent-Lots 7, 7A, 8,8A,9,9A and 34 0.00 0.00 18,873.98 per MO 18,873.98 December,2010 Monthly Rent-Lots 11, 11A, 12, 12A 0,00 0.00 9,478.63 per MO 9,478.63 Invoice Total $43,385.35 REMIT PAYMENT TO: Fresno Yosemite International Airport CORRESPONDENCE EMAIL: FYI,Finance@fresno.gov 4995 E.Clinton Way Fresno,CA 93727-1525 [2C2 Y1210][EAaOafi06icDRFArWfFBOdAreeaeJfta3etrreet3fN€fit 12Oc9 106299]4greement.PDF][Page 101 of 101]