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HomeMy WebLinkAboutMINUTES - 11142006 - C.35 TO: BOARD OF SUPERVISORS s L Contra FROM: KEITH FREITAS, DIRECTOR OF AIRPORTS :..N� -s Costa C S DATE: November 14, 2006 °s''--�o— `� County SUBJECT: Authorization to Execute a Lease with Mediplane Inc. for land located at Buchanan Field Airport, Pacheco Area. (District IV) SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION I. RECOMMENDATIONS: A. APPROVE and AUTHORIZE the Director of Airports, or designee,to EXECUTE,on behalf of the County,a ground lease between the County,as landlord,and Mediplane,Inc.,doing business as Reach, as tenant, in the amount of $6,625.00 per month with incremental increases, for the lease of approximately 4,700 square feet of land located on Marsh Drive,for the period of November 14,2006 to November 13, 2008 (the "Lease"). B. FIND that the Lease is exempt from the California Environmental Quality Act as a Class 1 exemption pursuant to CEQA Guidelines Section 15301 and DIRECT the Director to file a Notice of Exemption with the County Clerk-Recorder. II. FINANCIAL IMPACT: There is no negative impact on the General Fund. The Airport Enterprise Fund will receive lease rental payments. The County General Fund will continue to receive property, sales and possessory interest tax revenues from the Lease. Continued on Attachment: X SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE i-�'APPROV OTHER r SIGNATURES ACTION OF B ON APPROVED AS RECOMMENDED OTHER VOT71UNANIMOUS SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE (ABSENT ) AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE ABSENT: ABSTAIN: BOARD OF SUPERVISORS ON THE DATE SHOWN. oA&nrv: County Airports ATTESTED:,., Contact: Beth Lee,Phone(925)646-5722 JOHN CULLEN,CLERK OF THE BOARD OF cc: County Administrator SUPERVISORS AND COUNTY Auditor-Controller ADMINISTRATOR Community Development Public Works Director Federal Aviation Administration By_� ,Deputy SUBJECT: APPROVE and AUTHORIZE Execution of a Lease with Mediplane Inc.,Pacheco Area.(District IV) DATE: November 14, 2006 PAGE 2 of 2 III. REASONS FOR RECOMMENDATIONBACKGROUND: The lease between Contra Costa County and Mediplane, Inc., dba Reach, supersedes and replaces the original lease between the County and Mediplane Inc. dated May 19, 1998, and subsequently amended between the parties November 14,2000.This new lease extends the lease term to 2008 and includes three(3) one-year extensions to the lease term. Improvements on the leased parcel consist of a twenty-four foot by sixty foot(24' x 60')modular building and two(2)ten foot by ten foot(10'x 10')sheds for the operation of a medical air transport business. The original lease documents also provided for the operation of a medical air transport.This new lease will permit those necessary services to continue until 2008 with potential lease extensions opportunities to 2011. This general aviation focus is consistent with the policies identified within the Buchanan Field Airport Master Plan and has been determined to be in compliance with the General Plan. IV. CONSEQUENCES OF NEGATIVE ACTION: Delay in approving the project could result in an interruption of necessary medical air transport services for the County and surrounding areas. Further, a delay negatively impacts general aviation aircraft facilities, services, Airport demand needs and the Airport Enterprise Fund and County General Fund. i i AMENDED AND RESTATED LEASE BETWEEN CONTRA COSTA COUNTY AND MEDIPLANE, INC. For Operation at the BUCHANAN FIELD AIRPORT Contra Costa County Buchanan Field Airport 550 Sally Ride Drive Concord, CA 94520-5606 (925) 646-5722 TABLE OF CONTENTS NIEDIPLANE, INC. 1. PARTIES................................................................................................................................I- 2. PURPOSE..................................................................•............................................................I- 3. PREMISES .............................................................................................................................I- 4. USE.........................................................................................................................................2- 5. TERM.....................................................................................................................................2- 6. HOLDING OVER..................................................................................................................2- 7. RENT......................................................................................................................................2- 8. SECURITY DEPOSIT............................................................................................................3- 9. FUEL.......................................................................................................................................4- 10. ADVERTISING AND SIGNAGE .........................................................................................4- 11. ALTERATIONS AND ADDITIONS.....................................................................................4- 12. SURRENDER OF POSSESSION..........................................................................................5- 13. MAINTENANCE,REPAIR.AND STORAGE:....................................................................5- 14. TORAGE:....................................................................5- 14. TERMINATION.....................................................................................................................6- 15. UTILITIES..............................................................................................................................7- 16. WASTE, QUIET CONDUCT, AND PROPERTY INSPECTIONS......................................7- 17. HAZARDOUS MATERIALS................................................................................................8- 18. STORM WATER DISCHARGE............................................................................................9- 19. RULES AND REGULATIONS; UNLAWFUL USE............................................................10- 20. SECURITY...............................................................................................................•.............10- 21. HOLD HARMLESS AND INDEMNIFICATION ................................................................10- 22. INSURANCE....................................................................•.....................................................11- 23. TAXES....................................................................................................................................12- 24. INSPECTION,ACCESS AND NOTICE...............................................................................12- 25. SALE.ASSIGNMENT OR SUBLETTING...........................................................................12- 26. DEFAULT AND REMEDIES................................................................................................11- 27. WAIVER. VOLUNTARY ACTS ..........................................................................................13- 28. DESTRUCTION.....................................................................................................................13- 29. CONDEMNATION................................................................................................................13- 30. COUNTY'S PROCESSING AND TRANSPORTATION FEES..........................................14- 31. INSTRUMENT OF TRANSFER AND NON-DISCRIMINATION.....................................14- 32. CHOICE OF LAW.................................................................................................................15- 33. OPERATION OF AIRPORT BY COUNTY;FAA REQUIREMENTS ...............................15- 34. GENERAL PROVISIONS .................................................................................•...................17- 35. SIGNATURES........................................................................................................................18- EXHIBIT."A" - Site Plan AMENDED AND RESTATED LEASE BUCHANAN FIELD AIRPORT MEDIPLANE, INC. 5005 MARSH DRIVE Concord, CA 94520 1. PARTIES: A. Effective the COUNTY OF CONTRA COSTA, a political subdivision of the State of California ("County") and MEDIPLANE INC. dba Reach, a California Corporation, ("Tenant") hereby mutually agree and promise as follows: B. This lease between County and Tenant ("Lease") amends and restates the lease between County and Tenant dated May 19, 1998 and subsequently amended between the parties on November 14, 2000. Effective on the Commencement Date of this Lease said prior lease and the amendment thereto shall have no force or effect. 2. PURPOSE: The purpose of this Lease is to lease to Tenant that portion of the Buchanan Field Airport described hereinafter as the Premises to Tenant upon which Tenant has placed an approximately 24' X 60' modular building and two 10' x 10' sheds for the operation of a medical air transport business. Buchanan Field Airport is a public Airport located on unincorporated land owned by Contra Costa County near Concord, California, as shown on the Airport Layout Plan (the "Airport"), which is on file in the office of the Manager of Airports. 3. PREMISES: For and in consideration of the rent and faithful performance by Tenant of the terms and conditions and the mutual covenants hereof, County does hereby lease to Tenant and Tenant hereby leases from County, subject to all easements and encumbrances of record, and subject to certain restrictions described herein,that parcel of real property consisting of approximately 4,700 square feet of land, located at the northeasterly corner of the Airport, near Concord, California, as shown generally on Exhibit "A" - Site Plan, which exhibit is attached hereto and made a part hereof, and 1 which shall herein be referred to as the "Premises." In addition to the Premises, Tenant shall also have access to that helipad area shown on Exhibit"A." 4. USE: Except as otherwise provided herein,the Premises may be used by Tenant only for the placement of one (1) approximately twenty-four foot by sixty foot (24' X 60') modular building and two (2) 10' x 10' sheds (together, "Tenant's Buildings") for the operation of a medical air transport business. Tenant shall also have the right to park a fuel truck on the Premises as provided in Section 9. Fuel, herein. The Premises shall not be used for any other purpose without the prior written approval of the Director of Airports. 5. TERM: A. TERM: The term of this Lease shall be two (2) years, commencing , 2006 (the "Commencement Date")and ending 52008. B. EXTENSION: Prior to the termination of this Lease, or any extended term, Tenant may request that the Lease be extended for an additional one (1) year term by giving the County sixty (60) days prior written notice of its desire to extend the Lease term. Such written notice shall be deemed received by the County upon the Director of Airport's execution of an Acknowledgment of Receipt of the notice. The Director of Airports may, but shall not be required to, provide written authorization to extend the lease for up to three (3) terms of one (1) year each on the same terms and conditions contained herein, except that Rent shall be evaluated and may be adjusted on an annual basis as described in Section 7 Rent. The Director of Airports will respond in writing to said request within sixty (60) days after receipt of Tenant's request. Failure by the Director of Airports to respond in writing within the sixty (60) day period the Lease shall result in automatic extension of the Lease. 6. HOLDING OVER: In the event Tenant shall remain in possession of the Premises after the expiration of the term of this Lease, such holding over shall not be deemed to operate as a renewal or extension of this Lease, but shall only create a tenancy from month to month, which may be terminated at any time by County or Tenant upon thirty (30) days written notice. All terms and conditions of this Lease then in place shall govern the month-to-month tenancy. 7. RENT: Tenant shall pay rent commencing on the Commencement Date. Rent shall be payable in advance and without demand on or before the first day of each month during the term of this Lease. Rent for any partial month shall be prorated at a rate of 1/30th of the applicable monthly Rent per day. A. Ground Rent. Tenant shall pay to County as consideration for the use of the Premises, ground rent in the amount of Six Thousand Six Hundred Twenty-Five 2 Dollars and No/100 Dollars($6,625.00) ("Ground Rent")per month. Ground Rent shall be increased(or remain unchanged) on each anniversary of this Lease by the change in the Consumer Price Index("CPI") for the most recent one year period ending September 30 (the "CPI Adjustment"). CPI, as used herein, shall mean the Consumer Price Index for all Urban Consumers, All Items, for the San Francisco-Oakland-San Jose Metropolitan Area (1982-84 = 100), as published by the Bureau of Labor Statistics of the U. S. Department of Labor, or its successor. At no time will the Rent be decreased by a CPI Adjustment. In the event there is a decrease in the CPI, the monthly Rent for the year in question shall be the same as the monthly Rent for the preceding year. County will notify Tenant of any increase in the Ground Rent following County's completion of its calculation of any increased Ground Rent. If the notice of increased Ground Rent is provided after the anniversary of this Lease, Tenant will pay increased Ground Rent retroactive to the respective anniversary date within ten (10) days following the date of County's notice to Tenant. Ground Rent payable for any partial month shall be prorated. B. Rent as Legal Tender. Tenant's payment of all charges, costs and fees required to be paid pursuant to the provisions of this Lease in addition to Ground Rent (such amounts, "Additional Rent," and together with Ground Rent, "Rent"), shall be paid to County under the terms of this Lease and shall be made in lawful money of the United States, which at the time of such payment shall be legal tender for the payment of public and private debts, free and clear from all claims, demands, set-offs, or counter-claims of any kind or character against Airport, and shall be payable to Contra Costa County at the office of the Director of Airports, 550 Sally Ride Drive, Concord, California, 94520, or at such other place or places as may be designated from time to time by County by written notice given to Tenant. County shall have the right to receive a copy of any audit of Tenant's business. C. Late Rental Payments, In the event that any amount payable by Tenant under this Lease is received by County more than ten (10) days after such amount is due (a "Late Payment"), Tenant shall pay to County a late fee of Twenty-Five and No/100 Dollars ($25.00) ("Late Fee"), plus interest on said unpaid balance, which balance shall include the Late Fee, at a rate of one and one-half percent (I- 1/2%) per month, prorated from the date said payment was due and payable until paid in full. Tenant shall pay all Late Fees and all interest on delinquencies as Additional Rent. Tenant shall be in default of this Lease in the event that it makes more than three (3)Late Payments in any one calendar year. County and Tenant hereby agree that it is and will be impracticable and extremely difficult to ascertain and fix County's actual damages from any Late Payment and, thus, that Tenant shall pay as liquidated damages to County the Late Fee specified in this Section,which is the result of the parties' reasonable endeavor to estimate fair average compensation therefore. County's acceptance of the Late 3 Fee as liquidated damages shall not constitute a waiver of Tenant's default with respect to the overdue amount or prevent County from exercising any of the rights and remedies available to County under this Lease. 8. SECURITY DEPOSIT: Tenant shall keep on deposit and maintain with County a cash security deposit in the amount of Five Thousand Six Hundred Twenty-Five and NO/100 Dollars ($5,625.00) as security for the faithful performance of the terms, covenants, and conditions of this Lease (the"Security Deposit"). County acknowledges that it currently holds Six Hundred Fifty Dollars and NO/100 ($650.00) previously deposited by Tenant with County for security purposes. Upon the execution of this Lease, Tenant shall deposit with County the sum of Four Thousand Nine Hundred Seventy-Five Dollars and NO/100 Dollars ($4,975.00) in addition to the previously deposited amount. If Tenant is in default under this Lease, County shall have the right, but not the obligation,to apply the Security Deposit, or any portion of it,to (i) any Rent or other sum in default, (ii) any amount that County may spend or become obligated to spend in exercising County's rights under this Lease, (iii) any expense loss or damage sustained by County, or (iv) for any other purpose permitted by law resulting from Tenant's default. Upon demand by County, Tenant shall immediately on demand pay to County a sum equal to the portion of the Security Deposit expended or applied by County as provided in this Section so as to maintain the Security Deposit in the sum initially deposited. Upon the expiration or termination of this Lease and a final accounting by County, the balance of the Security Deposit, if any, shall be refunded to Tenant without interest. Tenant waives the provisions of California Civil Code section 1950.7, and all other provisions of law now in force or that become in force after the date of execution of this Lease, that provide that County may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent,to repair damage caused by Tenant or to clean the Premises. County and Tenant agree that County may, in addition, claim those sums reasonably necessary to compensate County for any other foreseeable or unforeseeable loss or damage caused by the act or omission of Tenant or Tenant's officers, agents, employees, independent contractors or invitees. 9. FUEL: Tenant shall have the right to park a fuel truck with a capacity to hold no more than two thousand (2,000) gallons of fuel, on the Premises. Said fuel truck shall be operated and maintained by Tenant's authorized personnel, or by the qualified personnel of one of the Fixed Base Operators (FBOs) located on the Buchanan Field Airport, strictly within both the provisions of Contra Costa County Ordinances 87-8 and 88-82, as amended, and the rules and regulations of all other entities having jurisdiction over the Airport. 10. ADVERTISING AND SIGNAGE: Tenant, at Tenant's sole cost and expense, may only erect and maintain on the Premises such sign or signs ("Signage") of the type, style, size, design, and location permitted and approved in writing by the Director of Airports. All Signage must be consistent with the written sign policy of the Airport and in compliance with all applicable laws, rules, ordinances, and regulations and required approvals, 4 authorizations, and permits, prior to erecting any Signage. Any on-site Signage must be prepared by a professional sign company or advertising organization. County reserves the right to disapprove any of Tenant's Signage and to require Tenant to remove any Signage. 11. ALTERATIONS AND ADDITIONS: Tenant accepts the Premises in an "as is" condition. Tenant shall not make any alterations to, or erect any structures or make any exterior improvements, on the Premises without the prior written consent of County. In addition, Tenant shall give County five (5) days notice in writing prior to the start of construction of any alterations or additions previously approved by County. Any alteration or addition approved by County shall be constructed at the sole cost and expense of Tenant. In the event Tenant makes alterations or constructs additions that violate the conditions contained in this Lease (an "Unauthorized Addition"), County has the right to direct Tenant to remove any Unauthorized Addition, and upon such direction from County to Tenant, Tenant shall remove any Unauthorized Addition at Tenant's sole cost and expense. 12. SURRENDER OF POSSESSION: On the expiration, or termination or cancellation of this Lease, Tenant shall surrender to County the Premises and all of Tenant's improvements and alterations, except Tenant's Buildings, in good condition (ordinary wear and tear excepted), except for alterations and improvements that Tenant has the right to remove or is obligated to remove under the provisions of this Lease. If County does not desire title to such improvements, Tenant shall, upon written notice by County, and at Tenant's sole expense, restore the Premises to a condition satisfactory to County. If Tenant fails to remove its personal property or other improvements from the Premises at County's request, or fails to restore the Premises to a condition satisfactory to County, expiration, termination or cancellation of this Lease, said property may be removed, and said restoration may be performed, by County at Tenant's sole expense, and the cost of said removal or restoration shall be deducted from Tenant's Security Deposit, as provided for in Section 8. Security Deposit. In the event that County's cost of performing the work just described is greater than the amount of the Security Deposit described herein held by County, Tenant shall immediately pay to County both that amount which will repay the amount expended by County in full. Such additional amounts shall be considered to be Additional Rent. If Tenant fails to surrender any portion of the Premises to County on expiration or thirty (30) days after termination or cancellation of the Lease, as required by this Section, Tenant shall defend, indemnify, and hold harmless County from all claims, liability, costs, and damages resulting from Tenant's failure to surrender the Premises, including, without imitation claims made by a succeeding lessee or sublessee resulting from Tenant's failure to surrender the Premises. Title to Tenant's personal property shall at all times during the term of this Lease, or any extension thereof, remain in Tenant. 13. MAINTENANCE,REPAIR AND STORAGE: 5 A. Maintenance. Tenant shall, at its sole expense, throughout the term of this Lease, maintain the Premises improvements and appurtenances thereto, including but not limited to, Tenant's Buildings and other structures, signs, driveways, parking surfaces, curbs, walkways, perimeter fences, landscaping, drainage and sewage lines, utility lines, irrigation systems and other facilities (collectively, the "Improvements"), and in good order, condition, and repair. The Premises shall be maintained by Tenant in a first-class condition to maintain the high standards of appearance at the Airport. All maintenance, repairs, and replacements shall be of a quality equal to or better than the original materials and workmanship and consistent with approved plans. County shall be the sole judge of the quality of and standards for maintenance pursuant to rules and regulations that may be established by the County. The quality and maintenance standards applicable to Tenant shall be consistent with those quality and maintenance standards required of other commercial tenants at the Airport. Tenant shall perform all maintenance and repairs in compliance with, and all maintenance and repairs necessary to comply with, all applicable statutes, ordinances, resolutions, regulations, orders, and policies now in existence or adopted from time to time by the United States, the State of California, the County of Contra Costa and other government agencies with jurisdiction over the Airport. If Tenant fails to perform its maintenance obligations as described herein within thirty (30) days of written notice by County to Tenant of such failure, County shall have the right to enter upon the Premises and to perform such necessary maintenance obligations and Tenant shall be required to reimburse County for the costs thereof within ten (10) days after receipt of an itemized invoice therefore. If such maintenance obligations are of such a nature that they cannot reasonably be completed within such thirty (30) day period, Tenant shall be deemed to have performed its maintenance obligations within such thirty (30) day period if Tenant has started such maintenance obligations within such thirty (30) day period and diligently pursues such maintenance obligations to completion. B. Storage on Premises. No materials, supplies, products, equipment or other personal property that is not directly necessary for the operation of a medical air transport business, and no vehicles other than Tenant's employees' personal vehicles and the fuel truck described in Section 9. Fuel, shall be permitted to remain on any portion of the Premises without the prior written consent of the Director of Airports. Tenant shall store personal property items, supplies and materials and combustibles inside the Tenant's Buildings in a safe, neat and sanitary manner. 14. TERMINATION: Either County or Tenant may terminate this Lease at any time, for any reason or for no reason, at will, upon ninety (90) days written notice to the other party. Upon said written termination of this Agreement by either Tenant or County, 6 Tenant shall vacate, surrender and relinquish its use, possession and control of the Premises, and County shall not be liable to reimburse Tenant for any of Tenant's expenses related to Tenant's vacation, surrender, or relinquishment of the Premises, or for any of Tenant's improvements thereon. In addition, Tenant shall remove all of its personal property from the Premises within ninety (90) days after the notice date, and all of the provisions of Section 12. Surrender of Possession shall apply. If Tenant fails to leave the Premises as herein provided, Tenant agrees that County, or its authorized agents, may enter upon the Premises, with process of law, and remove and dispose of Tenant's personal property, including Tenant's Buildings, therefrom in accordance with law, and, in this event, Tenant expressly waives any and all claims for damages against County, its agents or employees. Tenant hereby understands and acknowledges that, in the event that this Agreement is terminated pursuant to the provisions of this Section, County has made no assurances to Tenant, except as provided herein, and shall not be liable to provide Tenant with alternate space on the Airport, or anywhere else, for Tenant's use. 15. UTILITIES: Tenant shall pay, on Tenant's own account, all charges for utilities used or consumed on the Premises, including, but not limited to, gas, water, electricity, garbage disposal, storm water and sanitary sewer services, janitorial services, and telephone services. In the event County, or any utility company, requires that any existing or new overhead distribution system be installed underground, Tenant shall, at its own cost and expense, provide all necessary facility changes on the Premises so as to receive such services. 16. WASTE, QUIET CONDUCT,AND PROPERTY INSPECTION: A. Tenant shall not commit, or suffer to be committed, any waste upon the Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of the use of the Airport or surrounding property. Tenant shall obey and observe, and shall ensure that all persons entering upon the Premises obey and observe, all the terms and conditions of this Lease, all applicable laws, rules, and regulations of federal, state, or local governmental agencies, including but not limited to the Federal Aviation Administration, the Airport, the Central Contra Costa Sanitary District, the San Francisco Bay Regional Water District, the San Francisco Bay Regional Water Quality Control Board and those laws, regulations and rules concerning health, safety, fire, accessibility, police and the environment. Tenant shall be responsible for paying all fines and penalties levied by any government agency for any violation of any law associated with activities on the Premises. B. Tenant shall not permit any activity on the Premises that directly or indirectly produces unlawful amounts or levels of air pollution(including, but not limited to, gases, particulate matter, odors, fumes, smoke, or dust), water pollution, noise, glare, heat emissions, radioactivity, electronic or radio interference with navigational and communication facilities for the operation of the Airport and for its use by aircraft, trash or refuse accumulation, vibration, prop wash,jet blast or 7 other activities that are hazardous or dangerous by reason or risk of explosion, fire, or harmful emissions. C. Tenant shall provide, as necessary, a separate drainage collection and/or separation system to ensure that no untreated liquid waste from any type of operation, including aircraft cleaning and oil change operations, will enter the Airport storm drainage or sanitation system. D. County's Right to Enter. County shall have the right to enter onto the Premises at any time without prior notice to verify Tenant's conformance with the provisions of this Section. 17. HAZARDOUS MATERIALS A. Definition of Hazardous Materials: As used in this Lease, the term "Hazardous Materials" shall mean any hazardous or toxic substance, hazardous or radioactive material, or hazardous waste,pollutant or contaminant at any concentration that is or becomes regulated by the United States, the State of California, or any local government authority having jurisdiction over the Premises. Hazardous Materials include, but are not limited to, the following: (1) Any "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste," as defined in Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health & Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (2) any "hazardous substance" as that term is defined in Section 25316 of the California Health & Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act); (3) any material or substance listed as a chemical known to cause cancer or reproductive toxicity pursuant to Section 6380 of the California Labor Code, Division 5, Part 1, Chapter 2.5 (Hazardous Substances Information and Training Act); (4) any "hazardous waste" as that term is defined in the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903); (5) any "hazardous substance" as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601); (6) any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state, or local statute, ordinance, resolution, regulation, order, policy, or requirement, including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect; (7) any petroleum product; (8) any radioactive material, including any "source material", "special nuclear material", or "byproduct material" as defined in 42 U.S.C. Section 2011 et seq.; (9) any asbestos in any form or condition; and (10) any polychlorinated biphenyls (PCBs) and any substances or any compounds containing PCBs. B. Use of Hazardous Materials: Tenant shall not cause or permit any Hazardous 8 Material, as defined in this Section, to be generated, brought onto, stored, used, emitted, released, discharged or disposed of in, on, under, or about the Premises by Tenant or its officers, employees, agents, contractors, renters, guests or invitees, except for limited quantities of(1) standard office and janitorial supplies containing chemicals categorized as Hazardous Materials; (2) motor oils, hydraulic fluids, fuel and other materials commonly used in aircraft storage and fueling facilities; (3) such other Hazardous Materials as are approved in advance in writing by County. C. Notification to the Director of Airports. If, during term of this Lease, Tenant becomes aware of(a) any actual or threatened release of any Hazardous Materials on, under, or about the Premises; or (b) any inquiry, investigation, proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material on, under, or about the Premises, Tenant shall (1) immediately provide verbal notification to the Director of Airports and (2) provide written notification of such release or investigation to the Director of Airports within twenty-four (24) hours after learning of it. In the event Tenant receives any claims, notices of violation, reports, or other writings concerning the aforementioned release gr investigation, Tenant shall furnish copies of all such materials to County no later than the business day following Tenant's receipt thereof. Notification to the Director of Airports under this Section does not relieve Tenant of any obligation to notify any governmental agency under any Applicable Law. D. Indemnification: Tenant shall, at Tenant's sole expense and with legal counsel reasonably acceptable to County, indemnify, protect, defend, and hold harmless County and County's officers, employees, agents, and contractors from and against any and all demands, losses, claims, costs, suits, liability and expenses (including without limitation, attorneys' fees and consultant fees), arising out of or relating to the violation of any law regulating or the use, handling, generation, emission,release, discharge, storage or disposal of any Hazardous Materials (such as those laws listed in this Section 17) ("Environmental Laws") by Tenant or Tenant's officers, employees, agents, contractors, renters, guests or invitees. This indemnification applies whether or not any government agency has issued a cleanup order. Losses, claims, costs, suits, liability, and expenses covered by this indemnification provision include, but are not limited to: (1)Losses attributable to diminution in the value of the Premises; (2) loss or restriction of use of rentable space on the Premises; (3) adverse effect on the marketing of any rental space on the Premises; and (4) penalties and fines levied by, and remedial or enforcement actions of any kind issued by any regulatory agency (including but not limited to the costs of any required testing, remediation, repair, removal, cleanup or detoxification of the Premises and surrounding properties). This indemnification clause shall survive any expiration or termination of this Lease. 9 18. STORM WATER DISCHARGE: Contra Costa County has applied for and received a National Pollutant Discharge Elimination Permit ("NPDEP") under the Federal Clean Water Act,which covers Tenant's operations on the Premises. Tenant intends to wash its aircraft using a "dry wash" method which method will not require the use of liquids and that will not result in any pollutants running off into the Airport's storm water system. However, in the event that Tenant washes its aircraft using a "liquid method" of washing its aircraft, or produces any type of operation on the Premises that allows pollutants of any kind to enter the Airport's storm water system (a "Storm Water Release"), then Tenant shall notify County in writing that such event has occurred. If Tenant allows another Storm Water Release to occur after County's written notice to Tenant, then Tenant shall provide and install, at Tenant's sole expense, a separate drainage, collection, and/or separation system ("Storm Water Equipment") to ensure that no untreated liquid waste from any type of operation, prohibited from being discharged directly into the storm drainage or sanitary system, will enter the storm drainage system or sanitary system of the Airport, and assures that no pollution of any type or any hazardous material as defined in Section 17. Hazardous Materials, will be discharged into the storm water system at the Airport and shall comply with the NPDEP in all respects and shall be held responsible for any such discharge either by Tenant or by any of Tenant's subtenants, agents, or employees, during the entire term of this Lease. Any fine or cost of remedial action required of the Airport by any agency or agencies having jurisdiction there over, as a result of actions on or discharges from the Premises, will be charged to Tenant,and Tenant shall immediately reimburse County for these costs upon demand. In addition, any discharge of pollutants or Hazardous Materials, as defined herein, on or from the Premises may be considered a default of this Lease and shall be grounds for its termination. 19. RULES AND REGULATIONS; UNLAWFUL USE: Tenant agrees to observe and obey all policies, rules, and regulations promulgated and enforced by County, or any other governmental authority having jurisdiction over Buchanan Field during the term of this Lease. No building, structure, or improvement of any kind shall be erected, placed upon, operated, or maintained on the Premises, nor shall any business or operation be conducted or carried on therein or thereon in violation of any ordinance, law, statute, by- law, order, or rule of any governmental agency having jurisdiction there over. 20. SECURITY: County shall have no obligation to provide security to the Premises. At a minimum, Tenant shall provide adequate all-night illumination of the perimeter of all buildings, vehicular parking lots, and pedestrian walkways, as approved in writing by the Director of Airports, and shall provide that level of security that Tenant desires, as approved in writing by the Director of Airports. However, when any changes in the Airport Security Plan ("ASP") are required under Federal Aviation Administration ("FAA") - Federal Air Regulations that affect the Premises, County shall serve written notice to Tenant of such changes, and Tenant shall complete the security changes at Tenant's sole expense within sixty (60) days after said notice. 10 In the event that Tenant fails to comply with the requirements of the ASP as specified above, County shall have the right, but not the obligation, to make any required security improvements to the Premises at the sole expense of Tenant. The cost of said security improvements and any fines assessed by the FAA as a result of Tenant's failure to provide the required level of security shall be reimbursed to the County within thirty (30) days of receipt of an itemized invoice therefor. 21. HOLD HARMLESS AND INDEMNIFICATION: Tenant shall indemnify, defend, save, protect and hold harmless County, its governing body, elective and appointive boards, commissions, officers, agents, and employees from and against any and all claims, costs, judgments, and liabilities, including reasonable attorneys' fees, for any damage, injury, or death, or inverse condemnation claims of third parties or any combination of the foregoing, including without limitation, all.consequential damages, from any cause whatsoever to persons or property arising directly or indirectly out of, from, or connected_with Tenant's acts or omissions or the performance of Tenant's obligations under this Lease or the acts or omissions, intentional or negligent, of Tenant's agents, servants, employees, licensees, concessionaires subcontractors, guests, or business invitees, save and except claims or litigation arising through (and only to the extent of) the sole negligence or sole willful misconduct of County, its officers or employees, and, if required by the County, will defend any such actions at Tenant's sole cost and expense. 22. INSURANCE: Tenant shall procure and maintain, at its sole cost and expense, at all times during the term of this Lease, the following insurance policies issued by an insurance company or insurance companies authorized to do business in California, with a financial rating of at least an A- status as rated in the most recent edition of Best's Insurance Reports: A. Aircraft and Premises Liability: Aircraft and Premises Liability insurance with a minimum combined single limit of coverage of not less than Five Million and NO/100 Dollars ($5,000,000.00) for all damages due to bodily injury, sickness, disease or death to any person, and property damage combined single limit per occurrence protecting Tenant from claims brought by the public arising from the ownership, maintenance or use of any aircraft and the occupation or use of the Premises and the improvements located on or about the Premises. All such insurance shall contain a provision that includes Contra Costa County, the Airport, its officers, agents, and employees, as additional insureds thereunder. B. Property Insurance: Tenant shall obtain and maintain insurance coverage sufficient to protect its interest and that of any lien holder in any aircraft, the Tenant's Buildings and any other structure placed on the Premises, and any and all equipment and supplies from loss or damage caused by fire and other perils. Tenant further agrees to hold Contra Costa County, the Airport, its officers, agents, and employees harmless from the loss or damage to any such property owned or used by Tenant in connection with its operations at the Airport, save and except claims or litigation arising through (and only to the extent of)the sole 11 negligence or willful misconduct of Airport, its officers or employees, and, if required by the Airport, will defend any such actions at Tenant's sole cost and expense. Tenant further agrees to obtain a waiver of its insurance carriers' right to subrogate against Contra Costa County, the Airport, its officers, agents, and employees. C. Casual : In the event of extensive damage to or destruction of buildings or other improvements, or to Tenant's Buildings, on the Premises, Tenant shall fully repair or replace them, and the proceeds of any insurance policy paid on account of such damage or destruction shall be used to defer the cost of repairing or replacing the improvements. D. Worker's Compensation: Tenant shall obtain workers' compensation insurance as required by law, covering all employees of Tenant, if any, and said insurance must be kept in force during the entire term of this Lease. E. Form of Policies: All policies of insurance required by this Section shall be in such standard form and written by such qualified insurance companies as shall be satisfactory to County. Upon the execution of this Lease agreement, evidence of such insurance shall be provided by Tenant by filing with County a copy of the policy and policies, together with duly executed certificates to the effect that the insurance required by this Lease is extended in favor of and consistent with the terms set forth herein. All such certificates shall contain a provision that written notice of cancellation, lapse or any change shall be delivered to County thirty (30) days in advance of the effective date thereof. Contra Costa County, its officers, agents, and employees, shall be named insureds in all such policies. F. Notice: Each party hereto shall give to the other prompt and timely notice of any claim made or suit instituted with which the party has been served or coming to its knowledge that in any way, directly, contingently, or otherwise, affects or might affect the other party. Each party shall have the right to participate in the defense of any claim or suit instituted to the extent of its own interest. 23. TAXES: Tenant agrees to pay before delinquency all taxes (including, but not limited to, possessory interest tax), assessments, license fees, and other charges that are levied and assessed upon Tenant's interest in the Premises or upon Tenant's personal property installed or located in or on the Premises under any levy and assessment by County or other governmental authority. Tenant may pay any taxes or assessments under protest in good faith,without liability, cost or expense to the County,to contest the amount. 24. INSPECTION,ACCESS AND NOTICE: County and its agents shall have the right to go upon and inspect the Premises for any reason, including, but not limited to, any improvement constructed, or in the course of being constructed, repaired, added to, rebuilt, or restored thereon. County shall also have the right to serve or to post and to keep posted on the Premises or on any part thereof, any notice permitted by law or this Lease, including, but not limited to, a notice pursuant to Section 3094 of the Civil Code. 12 County shall not be liable in any manner for any inconvenience disturbance, loss of business, or other damage arising out of County's entry onto the Premises as provided in this Section. Tenant shall provide access through the Premises for emergency vehicles. 25. SALE,ASSIGNMENT OR SUBLETTING: A. No Sublease or Assignment. Tenant shall not voluntarily sell, assign, transfer or encumber (each, a "Transfer") its interest in this Lease or in the Premises or sublease all or any part of the Premises. Tenant shall not sell or otherwise encumber all or any portion of the improvements to the Premises. Any Transfer of the Premises or any sale or other encumbrance of the improvements thereon shall be voidable and, at County's election, shall constitute a default of this Lease. B. Tenant as a Corporation. Any (i) dissolution merger, consolidation, or other reorganization of Tenant, (ii) sale or other transfer of a Controlling Percentage of the capital stock of Tenant, or (iii) the sale of fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment subject to the provisions of this Lease. The phrase "Controlling Percentage" means the ownership of and the right to vote stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant's capital stock issued, outstanding, and entitled to vote for the election of directors. 26. DEFAULT AND REMEDIES: The parties consider each and every term, covenant and provision of this Lease to be material and reasonable. For any breach of a covenant or condition of this Lease, County may, at its option, serve Tenant with a notice specifying the nature of the breach and demanding that the Tenant cure the breach if the breach can be cured. The length of the notice shall be as follows: a. Three(3) days notice in the event of a failure to pay Rent; and b. Thirty (30) days notice in all other cases. If Tenant fails to pay Rent within the three-day period, or if the Tenant fails to cure a curable breach within the thirty-day period, or if the breach is not curable,then County, at its option, may exercise any and all remedies available to County under law or equity, all of such rights and remedies to be cumulative and not exclusive, any may declare that the tenancy is terminated and that all of Tenant's rights under this Lease are forfeited. 27. WAIVER, VOLUNTARY ACTS: The waiver by County of any breach or default shall not constitute a continuing waiver of any other breach or default, whether of the same or any other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by either party shall give the other any contractual right by custom, estoppel, or otherwise. The subsequent acceptance of Rent pursuant to this Lease shall not constitute a waiver of any preceding breach or default by Tenant other than default in the payment of the particular rental payment so accepted, regardless of County's knowledge of the preceding breach or default at the time of accepting the Rent, nor shall 13 acceptance of Rent or any other payment after termination constitute a reinstatement, extension,or renewal of the Lease or revocation of any notice or other act by County. 28. DESTRUCTION: If the Improvements or Tenant's personal property on the Premises is damaged or destroyed as a result of any uninsurable cause or risk at the time of damage or destruction, Tenant shall repair, replace, and/or rebuild the Improvements so they are in substantially the same condition as they were in immediately before damage or destruction. 29. CONDEMNATION: If the whole or any part of the Premises shall be taken for any public or quasi-public use under any actions or by any statute or by right of eminent domain, or by private purchase in lieu thereof, then this Lease shall automatically terminate as to the portion taken as of the date said title shall be taken. If any part of the Premises shall be so taken as to render the remainder thereof unusable for the purposes for which the Premises were leased, or a portion of the entire Premises is so taken and County deems the balance of the entire Premises unusable for its intended purposes, then County, at its option, shall have the right to terminate this Lease on ninety (90) days notice to Tenant. In the event that this Lease shall terminate or be terminated by such condemnation or other similar taking, all Rent provided for in this Lease shall be paid to the date of termination and Tenant shall have no claim against County for the value of any unexpired portion of the lease term, and County shall be entitled to receive the entire award without apportionment with Tenant. If the remaining part of the Premises will be reasonably suitable for the operation of the business described in Section 4. Use, this Lease shall continue in full force and effect as to such remaining part and Ground Rent shall be reduced, pro rata, by the number of square feet of the premises taken and the Ground Rent shall reflect such reduction. 30. COUNTY'S PROCESSING AND TRANSACTION FEES: In the event that Tenant, requires or requests County's review, investigation, processing, recordation, or any other action in connection with any Tenant document, proposal or other matter, Tenant shall pay such costs and expenses incurred by County thirty (30) days after demand therefore by County. In addition to any amounts due from Tenant pursuant to the foregoing paragraph, Tenant shall pay to County a transaction fee of Two Thousand Five Hundred and NO/100 Dollars ($2,500.00) ("Transaction Fee"), plus all County's costs, including, but not limited to, staff time at rates determined by the County Auditor, for County's time spent in connection with County's reviewing a transaction until said transaction is completed. The Transaction Fee shall be increased by $500.00, if the term is extended after the fifth year of the Lease. 31. INSTRUMENT OF TRANSFER AND NON-DISCRIMINATION: A. Instrument of Transfer: This Lease shall be subordinate and subject to the provisions and requirements of the Instrument of Transfer by and between the 14 United States and County dated the 9th day of October 1947, and recorded in Book 1137 at page 114 of Official Records of Contra Costa County, California. B. Non-Discrimination: (1) Tenant hereby covenants and agrees that in the event facilities are constructed, maintained, or otherwise operated on the Premises for a purpose for which a United States Department of Transportation("DOT") program or activity is extended or for another purpose involving the provision of similar services or benefits, Tenant shall maintain and operate such facilities and services in compliance with all requirements imposed pursuant to Title 49, Code of Federal Regulations, Part 21, Non- discrimination in Federally Assisted Programs of the Department of Transportation ("Title 49, CFR Part 21"), and as said Regulations may be amended. (2) Tenant hereby covenants and agrees that (a) no person shall be excluded from participation in, denied the benefits of, or be otherwise subjected to, discrimination in the use of the Premises on the grounds of race, color, sex, or national origin, (b) that in the construction of any improvements on, over, or under the Premises and the furnishing of services thereon, no person shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination on the grounds of race,color, sex, or national origin, and (c)that Tenant shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, CFR, Part 21, and as said Regulations may be amended. (3) Tenant assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E ("Subpart E"), to insure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded from participating in any employment activities covered in Subpart E. Tenant assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by Subpart E. Tenant assures that it will require that its covered sub-organizations provide assurances to the Tenant that they similarly will undertake affirmative action programs and that they will require assurances from their sub-organizations as required by Subpart E to the same effect. (4) In the event of breach of any part of the above nondiscrimination covenants, County shall have the right to terminate this Lease and to re- enter 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 the expiration of any appeal rights. (5) Tenant agrees that it shall insert the above four paragraphs in any sublease, agreement, contract, assignment, etc. by which Tenant grants a right or privilege to any person, firm, or corporation to render services, supplies, and sales to the public on the Premises. 15 32. CHOICE OF LAW: This Lease shall be interpreted and enforced under the laws of the State of California,with venue in the Superior Court of Contra Costa County, California. 33. OPERATION OF AIRPORT BY COUNTY; FAA REOUIREMENTS: A. Aviation Hazards: Tenant agrees to comply with all structural height limitations as set forth in Part 77 of the Federal Air Regulations and as-set forth in the Airport Master Plan and County Land Use Plan as they exist now or may be modified in the future. Tenant has sought and obtained approval of its plan from the Federal Aviation Administration(FAA). Tenant shall make no modification or alteration to Tenant's plans or to the development to be constructed on the Premises without compliance with the foregoing. County reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstructions, together with the right to prevent Tenant from erecting, or permitting to be erected, any building or other structure on the Premises which, in the opinion of the County or the Federal Aviation Administration, would limit the usefulness of the Airport or constitute a hazard to aircraft. B. Navigational Aids: County reserves the right during the term of this Lease or any renewal and/or extension thereof to install, at its sole expense, air navigational aids including lighting, in, on, over, under, and across the Premises. In the exercise of any of said rights, County agrees to give Tenant no less than sixty (60) days' written notice of its intention to install such air navigational aids and to coordinate such installation with Tenant. C. Landing Area: County reserves the right to further develop or improve the landing area of the County as it sees fit, regardless of the desires or view of Tenant, and without interference or hindrance therefrom. D. Non-Exclusive Use: It is specifically understood and agreed that nothing herein contained shall be construed as granting or authorizing the granting of an exclusive right within the meaning of Section 31313 of the Federal Aviation Act (49 U.S.C. § 40103). E. Nuisance: Tenant acknowledges that the Premises are adjacent to a public County and that Tenant and Tenant's employees and invitees may experience discomfort due to the noise, crowds, and fumes associated with the operation of an airport. Tenant has negotiated for and entered into this Lease with knowledge of such condition, Tenant hereby waives any claim it, or its subtenants,may have or claim to have for diminution of value of the leasehold caused or related in any way to the operation of the Airport, whether such diminution of value is because of noise, crowds, fumes or otherwise, Further, Tenant and its successors and assigns, and every successor-in-interest to the leasehold or any part thereof covenants that 16 they shall not claim compensation for diminution of value of the leasehold due to, or request equitable relief to abate a nuisance arising from, operation of the Airport. F. Right of Flight: There is hereby reserved to County, its successors and assigns, for the use and benefit of the pubic, a right of flight for the passage of aircraft in the airspace above the surface of the Premises. This 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 Airport. G. Covenant Not to Encroach. Tenant by accepting this Lease expressly agrees for itself and 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 above any County "Imaginary Surfaces" as described in the most recent Airport Layout Plan, which is on file in the office of the Director of Airports. In the event the aforesaid covenant is breached. County reserves the right to enter upon the Premises and to remove the offending structure or object and or to cut the offending tree,which shall be at the sole expense of Tenant. 34. GENERAL PROVISIONS: A. Notices. Any and all notices to be given under this Lease, or otherwise, shall be made by enclosing same in a seated envelope addressed to the party intended to receive same, at its address, and deposited in the United States Post Office as certified mail with postage prepaid. When so given, such notice shall be effective from the date of the mailing of the same. For the purpose thereof, unless otherwise provided in writing,the address of County is: Contra Costa County Director of Airports Buchanan Field Airport 550 Sally Ride Drive Concord, CA 94520 and the address of Tenant is: Jim Adams, CEO Mediplane, Inc. 451 Aviation Blvd. #201 Santa Rosa, CA 95403 B. Binding on Successors. The covenants and conditions herein contained shall, subject to the provisions on assignment, apply to and bind the heirs, successors, executors, administrators, and assigns of all of the parties hereto. 17 C. Invalid Provisions; Severability. It is expressly understood and agreed by and between the parties hereto that in the event any covenant, condition, or provision contained herein is held to be invalid by a count of competent jurisdiction, such invalidity shall not invalidate any other covenant, condition or provision of this Lease, provided, however, that the invalidity of any such covenant, condition, or provision does not materially prejudice either County or Tenant in their respective rights and obligations contained in the valid covenants, conditions, and provision of this Lease. D. Provisions. All provisions, whether covenants or conditions, on the part of Tenant shall be deemed to be both covenants and conditions. E. Mechanic's and Materialman's Liens. Tenant shall not permit any mechanic's, materialman's, or other lien against the Premises or the property of which the Premises forms a part of connection with any labor, materials, or services furnished or claimed to have been furnished, If any such lien shall be filed against the Premises or property of which the Premises forms a part, Tenant shall cause the same to be discharged, provided, however, that either party may contest any such lien, so eng as the enforcement thereof is stayed. F. Written Agreement. Neither party has relied on any promise or representation not contained in this Lease. All previous conversations, negotiations, and understandings are of no further force or effect. This Lease contains all the agreements of the parties and cannot be amended or modified, except by a written agreement signed by both parties hereto. The headings are not a part of this Lease,nor shall they be considered in construing the intent of this Lease. G. Time is of the Essence. Time is of the essence of each provision of this Lease. 35. SIGNATURES LESSOR TENANT CONTRA COSTA COUNTY, a political MEDIPLANE,Inc. Subdivision of the State of California By By Keith Freitas Patrick McDonald Director of Airports President/Treasurer By: Dan McDonald, Secretary RECOMMENDED FOR APPROVAL: 18 By Beth Lee Airports Business Manager By Karen A. Laws Principal Real Property Agent APPROVED AS TO FORM: SILVANO B. MARCHER, County Counsel By Eric S. Gelston, Deputy County Counsel 19 .:•................ �`• Mayr!� N�... NQ . t r lop. •!r, i;iy �t O .r tf � .N ' .:::...:::::::.:\\ g f.. ......... ............ ........... .............. •\� •. ,... rl .rL .... App 1 c t ,/' ROq ♦� 4 j L ZONE ! j Ono way — is fi r i v J i J ESTABLISHED RUNWAY PROTECTION ZONE J 1000' X 2500' X 1750' 50:1 APPROACH SLOPE \, 1 SEE SHEET 2 FOR DATA BLOCKS F-7��Il�IT 4� a 6 Rwy 19R RPZ Modifications Technical Corrections 2/97 5 Rwy 19R End Modifications 3/96 4 Southwest Han or Areo Updote 8/95 3 Recent Construction Technical Corrections 6 95 2 Recent Construction Technical Corrections 12.94 1 Recent Construction Technical Corrections 12/91 NO. REVISION SPONSOR DATE to-� BUCHANAN FIELD AIRPORT n�� Irnol�IlA r OKITPA r�r)(ZTA r f)l WTV