Airport Operations / Master Plan Subcommittee
Airport Operations / Master Plan Subcommittee
Thu, November 17, 2022
Agenda items
Vote records
Discussion summary
Transcript
Agenda items (30)
Procedural (30)
1ProceduralThe City of Petaluma, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Licensee; products and completed operations of the Licensee; premises owned, occupied or used by the Licensee. The coverage shall contain no special limitations on the scope of protection afforded to the City of Petaluma and its officers, officials, employees, agents or volunteers.
2ProceduralFor any claims related to this Agreement, the Licensee’s insurance coverage shall be primary insurance as respects the City of Petaluma, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City of Petaluma, and/or its officers, officials, employees, agents or volunteers shall be excess of the Licensee’s insurance and shall not contribute with it.
3ProceduralAny failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Petaluma, and its officers, officials, employees, agents or volunteers.
4ProceduralThe Licensee’s insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer’s liability.
5ProceduralEach insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by mail has been given to the City of Petaluma.
6ProceduralSecurity Deposit. Licensee shall post a security deposit with City in an amount equal to two months’ License Payments at the time of execution of this Agreement. Licensee shall return the Premises to City at the expiration or termination of this Agreement in the same condition as at the beginning of the Agreement term, normal wear and tear excepted. In the event repairs are necessary to restore the Premises to the same condition as at the beginning of the Agreement term, normal wear and tear excepted, City may deduct any and all repair costs, including, but not limited to, staff time or administration costs, from the security deposit. The City shall not be required to consider the security deposit as payment of first and last month’s license payment, but City may at its sole option, deduct any unpaid License Payments from the security deposit, either prior to or after deduction of any amounts needed for repairs. Any security deposit balance remaining after all repair costs and/or other deductions permitted under this Agreement shall be refunded to Licensee following the expiration or termination of this Agreement. No interest will be payable on the security deposit. If the security deposit balance is insufficient to cover the cost of repairing the Premises and/or unpaid License Payments pursuant to this provision, Licensee shall promptly remit to the City the repair costs and/or License Payments in excess of the security deposit upon receipt of the City’s 2
7ProceduralPermitted Use. Permitted use of the Premises pursuant to this Agreement is limited to storage of the aircraft described in Exhibit A, which is attached to and made a part of this Agreement and related supply and equipment storage. Only aircraft in which Licensee has an ownership interest, as documented in FAA Aircraft Registration forms, or aircraft leased by Licensee may be listed in Exhibit A and stored in the Premises pursuant to this Agreement. If Licensee leases the aircraft listed in Exhibit A, Licensee shall provide lease documentation evidencing Licensee’s right to use and store said aircraft. No other use by Licensee, including, but not limited to, business, trade, professional or commercial operations, or use of the Premises by the general public or persons other than the Licensee, except in conjunction with Licensee’s permitted use, or storage of aircraft other than the aircraft described in Exhibit A may be conducted on the Premises. The City may treat any use of the Premises by Licensee that is not a permitted use as a material breach of this Agreement subject to termination for cause in accordance with provision 9(b). Licensee may display for-sale signs on the Premises for the sale of Licensee’s aircraft stored in the Premises in accordance with this Agreement, and such display shall be a permitted use, so long as such display is in accordance with all applicable laws, rules, and regulations, including, but not limited to, the requirements of the Petaluma Municipal Code and the Petaluma Implementing Zoning Ordinance governing signs.
8ProceduralMinimum Standards. Licensee shall at all times comply with the most current version of the Petaluma Municipal Airport Lease and Licensing Policies and Standards for Services and Operations Minimum Standards (“Minimum Standards”), as amended from time to time. The most current version maybe found online at https://cityofpetaluma.org/documents/minimum-standards/ or in the Airport Services Office at 601 Sky Ranch Drive, Petaluma, CA 94954. The Minimum Standards as amended from to time are hereby incorporated into this Agreement by reference.
9ProceduralTermination. This Agreement may be terminated as follows: a. For convenience by either party by giving the other party thirty (30) days’ written notice of such termination by certified or registered mail or by personal delivery, in accordance with applicable law. Any such notices should be sent to City at City Hall, City of Petaluma, Office of the City Manager, Post Office Box 61, Petaluma, California 94953 and to Licensee at the address on Exhibit A. In the event of termination for convenience by the City, City will refund to Licensee the pro-rata share of any License Payment amounts already received for periods 3
10ProceduralAssignment, Sublicensing or Delegation. Licensee may not assign or sublicense Licensee’s rights under this Agreement or delegate any of Licensee’s obligations under this Agreement without the prior written consent of City, and any purported assignment, 4
11ProceduralMulti-party Hangar. If the Premises will accommodate more than one aircraft and has been licensed non-exclusively to more than one licensee, Licensee’s License Payment will be a pro-rated share of the License Payment that would apply to exclusive use of the Licensed Premises by a single licensee. Should one or more of the other licenses to the Premises be terminated or expire, Licensee, at Licensee’s option, may either: a. Continue under this Agreement, which shall be amended to cover, along with any remaining license to the Premises, the full License Payment applicable to the Premises; or b. Terminate this Agreement for convenience in accordance with section 8(a), or c. Request this Agreement be amended to apply to another hanger, if available, or d. Request that another non-exclusive License to the Premises be issued to another
12ProceduralNo Warranties. The City expressly disclaims any warranty of fitness of the Licensed Premises for the use intended by Licensee and expressly disclaims any warranty of merchantability. Licensee acknowledges that Licensee has had ample opportunity to inspect the Licensed Premises, and has performed such inspection as Licensee deems necessary, such that Licensee accepts the Licensed Premises in an as-is condition, with all faults, and without any warranty whatsoever, express or implied. Licensee relies entirely on its own judgment, inspection and evaluation, and not on any inspection, test or representation by the City whether oral, written, or implied, as to the condition of the Licensed Premises in any respect, including, but not limited to, their merchantability and/or their fitness for any use. 5
13ProceduralAlteration of Premises. Licensee may not make any alterations, install any fixtures, or make any additions or improvements to the Premises without the prior written consent of the City. Licensee shall be responsible for obtaining all required permits, including but not limited to building permits, prior to commencing work on any alterations authorized by the City pursuant to this provision. Any City-authorized alterations, fixtures, additions or improvements pursuant to this provision shall be the property of the City and may not be altered or removed without the City’s prior written consent. The City may require the Licensee to remove, at Licensee’s sole expense, any unauthorized alterations, fixtures, additions or improvements, and/or require the Licensee to restore the Premises to its condition prior to the commencement of the License term and the unauthorized alterations, normal wear and tear excepted. If the City directs the Licensee to remove unauthorized alterations and/or to restore the Premises pursuant to this provision, and Licensee fails to do so within any reasonable period established by the City for such removal and/or restoration, the City may remove such alterations and/or restore the Premises or have such alterations removed and the Premises restored, and deduct the cost from the security deposit or other amounts otherwise payable to the Licensee pursuant to this Agreement. The City may treat any failure of Licensee to comply with the requirements of this provision as a material breach of this Agreement subject to termination for cause in accordance with provision 9(b).
14ProceduralAircraft Maintenance. Maintenance of the aircraft described in Exhibit A by Licensee, or employees or contractors of Licensee possessing an A & P license, and/or by FAA- certified persons, or entities employed by or affiliated with Airport on-site contractors, shops or facilities shall be a permitted use for purposes of provision 7 of this Agreement, so long as all such maintenance (except for normal pre-flight maintenance, including preventive maintenance as defined in Part 43 and elsewhere in the Federal Aviation Regulations), occurs only within the hangar on the Premises, or in other designated areas of the Airport where such maintenance is permitted, or in other areas of the Airport with permission of the airport manager. Licensee may not spray paint aircraft or other equipment on the Premises or anywhere else at the Airport. Spray painting aircraft or other equipment is not a permitted use under this Agreement; provided, however, that minor paint touch up and application of corrosion safeguards that qualify as preventive maintenance under applicable federal aviation regulations are permitted uses under this Agreement. Licensee may not permit maintenance contractors onto the Premises or other areas of the Airport for purposes of performing maintenance on Licensee’s aircraft described in Exhibit A or other aircraft except in accordance with this provision. Doing so is not a permitted use under this Agreement. 6
15ProceduralRight of Entry. To the maximum extent provided by law, City shall have the right to enter the Premises, including the hangar on the Premises, at all reasonable times, to inspect the Premises, including the hangar on the Premises, to ensure compliance with this Agreement and provide for Airport safety. City shall endeavor to provide the Licensee advance notice of inspections and to permit Licensee to be present during inspections. Licensee shall provide City with a key to all Licensee-furnished locks securing the hangar on the Premises and/or City shall retain a key to any City-provided lock or locks. City may treat Licensee’s use of a lock to secure the hangar for which the City does not have a key as a material breach of this Agreement subject to termination for cause. In addition to other remedies of the City for use of a lock for which the City does not have a key, the City may remove or have such locks removed without notice to the Licensee and at Licensee’s expense. The City may deduct the cost of lock removal not paid by the Licensee from the security deposit or other funds payable to the Licensee pursuant to this Agreement.
16ProceduralPermanent Removal of Aircraft. Licensee shall notify the airport manager in writing within five (5) days of permanent removal of his or her aircraft from the Premises. Upon receipt of such notice, in the absence of notice of Licensee’s intent to add a new aircraft to Exhibit A and store such aircraft in the hangar on the Premises, City may terminate this Agreement in accordance with provision 9(b). Licensee may not store any aircraft not listed in Exhibit A on the Premises. Prior to storing a new aircraft on the Premises, Licensee shall notify the airport manager in writing, provide registration and confirmation of Licensee’s ownership or leased interest in the aircraft, and evidence of all insurance required under this Agreement for such aircraft. Upon approval by the City of such required information, Exhibit A shall be modified to reflect that Licensee is authorized to store such aircraft on the Premises.
17ProceduralPossession of Aircraft. Licensee covenants and agrees that Licensee will maintain possession and control of the aircraft specified in Exhibit A in accordance with the terms of this Agreement while such aircraft is located at the Airport. The parties agree that City is not responsible for, and that the City, on behalf of its officials, officers, employees, agents and volunteers, disclaims all liability related to the parking, possession or control of Licensee’s aircraft. The aircraft specified in Exhibit A shall be the sole and exclusive responsibility of the Licensee at all times.
18ProceduralGovernment Regulations. Licensee shall comply with all statutes, ordinances and regulations of any federal, state, county and municipal authorities presently in effect, or which hereafter may become effective, pertaining to the use of the Premises, and/or the Airport pursuant to this Agreement. City may treat Licensee’s failure to comply with 7
19ProceduralIndemnification. To the maximum extent permitted by law, Licensee shall, at its own expense, indemnify, defend with counsel acceptable to the City, (which acceptance will not be unreasonably withheld), and hold harmless City and its officers, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all liability, loss, damage, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, civil penalties and fines, expenses and costs (including, without limitation, claims expenses, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature, whether actual, alleged or threatened, arising out of or in connection with Licensee’s use of the Licensed Premises, including, but not limited to, Licensee’s failure to comply with any of the terms of this Agreement, regardless of any fault or alleged fault of the Indemnitees. Licensee’s obligation to indemnify, defend and hold harmless under this provision shall not be excused because of Licensee’s inability to evaluate Liability, or because Licensee evaluates Liability and determines that Licensee is not or may not be liable. Licensee must respond within 30 calendar days to any tender of defense and indemnity by the City, unless the time for responding has been extended by an authorized representative of the City in writing. In the event that the City must file responsive documents in a matter tendered to Licensee prior to Licensee’s acceptance of tender, Licensee agrees to fully reimburse all costs, including but not limited to attorneys’ fees and costs and fees of litigation, incurred by the City in filing such responsive documents. This section shall survive termination of the Agreement for as long as permitted by law. Licensee waives any and all rights to express or implied indemnity against the Indemnitees concerning any Liability of Licensee arising out of or in connection with Licensee’s use of the Licensed Premises and Licensee’s failure to comply with any of the terms of this License Agreement. Notwithstanding the foregoing, to the extent this License Agreement is a “construction contract” as defined by California Civil Code Section 2783, as may be amended from time to time, Licensee’s duty to indemnify under this provision shall not apply when to do so would be prohibited by California Civil Code Section 2782, as may be amended from time to time. 8
20ProceduralInsurance. Licensee shall procure and maintain in effect for the duration of this Agreement insurance in accordance with this provision and Exhibit B which is attached to and made a part of this Agreement. Exhibit B sets forth the minimum kinds and amounts of insurance that Licensee must maintain pursuant to this Agreement, as well as required endorsements and other requirements. Insurance required pursuant to this provision and Exhibit B may be modified in the sole discretion of the City’s Risk Manager or City Manager. Any such approved insurance modifications will be by written amendment to this Agreement in accordance with provision 22. City may treat failure of the Licensee to maintain in effect for the duration of this Agreement insurance in accordance with this provision and Exhibit B as a material breach of this Agreement subject to termination for cause in accordance with provision 9(b).
21ProceduralStatutory Notice Possessory Interest Tax. Licensee is advised that under California Revenue and Taxation Code Section 107.6, execution of this Agreement may create a possessory interest in Licensee subject to property taxation. Licensee hereby agrees that if such possessory interest is created and is subject to property taxation, Licensee shall be solely responsible for the payment of said property taxes levied on any such interest.
22ProceduralAmendment. This Agreement may be amended only by a written instrument executed by authorized representatives of each party.
23ProceduralConstruction. The parties agree that, notwithstanding Civil Code section 1654, any uncertainty in the Agreement shall not be construed against the drafter of the Agreement.
24ProceduralGoverning Law; Venue. This Agreement shall be enforced and interpreted under the laws of the State of California and the City of Petaluma. Any action arising from or brought in connection with this Agreement shall be venued in a court of competent jurisdiction in the County of Sonoma, State of California.
25ProceduralNon-Waiver. The failure to enforce any provision of this Agreement or the waiver thereof in a particular instance shall not be construed as a general waiver of any part of such provision, and the provision shall remain in full force and effect.
26ProceduralSeverability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
27ProceduralNo Third-Party Beneficiaries. The parties do not intend to create, and nothing in this Agreement shall be construed to create any benefit or right in any third party. 9
28ProceduralHeadings. The headings used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of any provisions herein.
29ProceduralSurvival. All obligations arising prior to the expiration or termination of this Agreement and all provisions of this Agreement allocating liability between City and Licensee shall survive the expiration or termination of this Agreement.
30ProceduralEntire Agreement. This Agreement, including all exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, oral or written, between the parties concerning the subject matter of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.