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HomeMy WebLinkAbout00452 - BIRD PRODUCTS CORP LEASE USE AGR Bird Products Corp. First Amend - Lease & Use Agr 452 FIRST AMENDMENT TO LEASE AND USE AGREE , AGREEMENT R18234> 11-17- -17-93 THIS FIRST AMENDMEN%�T TO LEASE A� USE AGREEMENT #452 ("First Amendment") is entered into this ,/ day of` 4 E zs49-,k__ , 1993, by and between the CITY OF PALM SPRINGS, a municipal corporation ("LESSOR") and BIRD PRODUCTS CORPORATION, ("LESSEE"). RECITALS A. LESSEE accepted that certain Lease and Use Agreement #452 on October 18, 1989. B. LESSEE has since relocated its entire manufacturing operation to facilities east of the Airport. C. LESSOR and LESSEE mutually desire to terminate said Lease and Use Agreement #452. NOW, THEREFORE, the parties agree as follows: 1 . Lease and Use Agreement #452 is hereby canceled effective December 1 , 1993, subject to the following conditions: A. Lease payments are current up to and including the month of November, 1993. B. LESSEE completes all landscape maintenance cleanup on the site. C. LESSEE completes deferred maintenance on the hangar building, including cleaning up of the old fueling facility and making the hangar doors operable. D. LESSEE turns over to LESSOR as-built drawings of the electrical and mechanical systems of both buildings. E. LESSEE walk-through with the LESSOR and demonstrates that electrical and mechanical systems are operational. F. LESSEE deposits with LESSOR a one-time fee of $60,000 on December 1, 1993. G. LESSEE removes all of its property from the site including trailer units by December 1, 1993. H. LESSEE turns over all keys to the facility. I. LESSOR concurrently signs a new Lease Agreement For the warehouse portion of the leasehold with STATIC CONTROL SERVICES, INC. IN WITNESS WHEREOF, the First Amendment to Lease and Use Agreement #452 was entered into as of this date first written above. ATTEST: ITY O PAL I�S, CALIFORNIA sy�;_ - �-City Clerk City M nager BIRD PRODUCTS CORPORATION REVIEWED AND APPROVED RUTAN AND TUCKER By: fJ�avid Aleshire, Esq. City Attorney = _- �--__�_.__ _,___•__ Bird Products - Airprt Lease Term: 5 years - Restated AGREEMENT #452 MO 4460, 10-18-89 INDENTURE OF LEASE & USE AGREEMENT for THE PALM SPRINGS REGIONAL AIRPORT I between THE CITY OF PALM SPRINGS Palm Springs, California and BIRD PRODUCTS CORPORATION 0 INDENTURE OF LEASE & USE AGREEMENT TABLE OF ARTICLES NUMBER SUBJECT PAGE I Term 2 II Rental and Other Payments 2 III Use of Premises 2 IV Obligation of Lessee 4 V Public Facilities , Ingress, Egress & Quiet Enjoyment 5 VI Lessor' s Reserved Rights 5 VII Insurance 6 VIII Encumbrance 10 IX Termination by Lessee 12 X Termination by Lessor 12 XI Assignments - Options to Terminate 13 XII Indemnity 14 XIII Books and Records 14 XIV Assignment of Agreement 14 XV Sublease 15 XVI Notices and Consents and Approvals 15 XVII Right of Inspection 15 XVIII Holding Over 16 )(IX Maintenance - Alterations 16 XX Possessory Interest 17 XXI General Provisions 17 XXII Non-Discrimination and FAA Required Clauses 17 XXIII Invalid Provisions 20 0 0 INDENTURE OF LEASE AND USE AGREEMENT This INDENTURE OF LEASE, made and entered into by and between the CITY OF PALM SPRINGS, CALIFORNIA (hereinafter called "CITY") , and BIRD PRODUCTS CORPO- RATION, a corporation organized and existing under the laws of the State of California, having its usual place of business at the Palm Springs Regional Airport, Palm Springs, California, and a permanent mailing address as 3101 East Alejo Road, Palm Springs, California, 92262 (hereinafter called "BIRD" ): W I T N E S S E T li WHEREAS CITY owns and operates an airport known as the Palm Springs Regional Airport, situated in the City of Palm Springs, County of Riverside, State of California (hereinafter called "Airport") ; and WHEREAS BIRD, under the terms of Lease Agreement No. 452, presently leases 3.99 acres hereinafter more fully described as Parcel B-1 on Exhibit "A" attached hereto and made a part hereof for all purposes; and WHEREAS CITY and BIRD are desirous of restating the lease; and WHEREAS, BIRD desires to engage in the business of aeronautics, aircraft modification, and installation of oxygen equipment together with all necessary engineering, research and testing of oxygen equipment, inhalation devices and therapeutic practices connected with respiratory ailments and their treatment as well as related manufacturing, NOW THEREFORE, for and in consideration of the rents, fees , covenants and agreements contained herein and other valuable considerations, CITY does hereby demise, rent and let to BIRD, and BIRD does hire, take and lease from CITY, the parcel of land containing approximately 3.99 acres, as more particularly described and shown on Exhibit "A" attached hereto and made a part hereof for all purposes, together with those rights and privileges stated elsewhere in this agreement, said agreement superseding all previous documents and agree- ments between CITY and BIRD, upon the following terms and conditions: ARTICLE I - TERM The term of this agreement shall be for a period of five years and eight months beginning November 1, 1989, and ending June 30, 1995, unless sooner terminated as provided for in Article X, herein. ARTICLE II - RENTAL AND OTHER PAYMENTS A. Leased Premises: The rental value of the leased land as determined by CITY at the inception of this lease is $4,741 per month. To facilitate im- provement of said land, and as part of the consideration and inducement for BIRD' s entering into this lease, CITY agrees to accept and BIRD agrees to pay to CITY reduced rentals for the land, as described on attached Exhibit "A" and containing approximately 3.99 acres, for the first eight (8) months of this lease, payable monthly in advance. Said reduced rentals shall be $1,079, per month. All rentals, fees and other charges not timely received by CITY and within fifteen (15) days after receipt by BIRD of a notice of delinquency will bear a late charge equal to five percent (5%) of the payment due and owing. If such rentals , fees and other charges are not received within thirty (30) days, interest shall accrue on the unpaid balance plus the unpaid late charge at the rate of twelve percent (12%) per annum or the highest rate which may be legally charged, whichever is lower, from the due date until paid in full . The rentals set out hereinabove shall be payable on the first day of each and every month throughout the term of this agreement. ARTICLE III- USE OF PREMISES A. Lawful Purpose. Lessee may use the demised premises, during the term of this Lease and any extensions thereof, to engage in the specific business of designing, developing, manufacturing and selling products for the aviation and medical fields, as well as operating, maintaining and repairing aircraft; and in general to make, buy, sell , lease, import, export, produce, repair, adapt, prepare, use and otherwise deal in products for the fields of aviation and medicine including in particular products which include biomedical , biophysical and biochemical considerations and products which guard the cardiopulmonary - 2 - systems of mammals and to engage in the operation, maintenance and repair of aircraft and also to design, develop, manufacture and sell aircraft systems, components , and accessories for aircraft including pressurization systems. In no event shall BIRD assign or sublease to a third party for the purpose of operating a full-service Fired Base Operation on the demised premises. B. Improvements. CITY and BIRD acknowledge that all improvements made to the subject property under Lease Agreement No. 452 are fully amortized as of the date of this agreement. BIRD shall install improvements to the facility totalling $250,000, as follows: 1. $150,000 before or during the period July 1, 1990, through June 30, 1991. 2. $100,000 before or during the period July 1, 1991, through June 30, 1992. The improvements required above shall include, but not be limited to, the items listed on Exhibit "B" of this, Agreement. All improvements made to the property shall be amortized on a straight-line basis until June 30, 1995, or any period shorter than that as deemed appropriate by BIRD. C. Title to Improvements. It is specifically agreed that, at the sole option of CITY, the improvements constructed on the leasehold shall become the property of the City, free and clear from any and all encumbrances at the expiration or termination of this agreement or any extension thereof. D. Hold Harmless. BIRD agrees, without limiting the generality thereof, in constructing all improvements on the leasehold, BIRD will defend and hold CITY harmless from and against claims , liens or attachments of any kind or type whatsoever. BIRD further agrees that CITY shall have the right to post notices of non-responsibility as provided by Section 1183 of the Code of Civil Pro- cedure of the State of California. E. Signs. BIRD shall not erect, maintain or display any signs or other advertisements at or on the exterior of the leased premises without first - 3 - obtaining the written approval of CITY, which approval shall not be unrea- sonably withheld. ARTICLE IV - OBLIGATION OF LESSEE A. General Obligations. BIRD, its employees , agents or servants, shall at all times comply with the laws and regulations of the United States of America, the State of California and all applicable ordinances, codes and rules and regulations of the City of Palm Springs, and regulations covering the operation of the Palm Springs Regional Airport as they now exist or as they may hereafter be lawfully enacted or amended. Violations thereof by BIRD, its agents, servants or employees, or revocation of permits or licenses required in the performance of this Agreement, shall be cause for termination of this Agreement at the option of CITY if not corrected after ninety (90) days ' written notice is provided Lessee. BIRD shall procure and maintain, at its own expense, all licenses or permits necessary to legally conduct business in the City of Palm Springs. B. Repair and Maintenance of Premises. BIRD has examined the leased premises and facilities and agrees to accept said premises and facilities for the purposes of this Agreement in their present condition. BIRD agrees to make ordinary repairs as may be necessary from time to time as required to maintain the leased premises in good repair, order and condition. C. Janitorial and Cleaning Services. BIRD will provide its own jani- torial and cleaning services and will maintain its leased premises in a clean and sanitary condition at all times. D. Operations for Benefit of Public. BIRD agrees to operate the leased premises for the use and benefit of the public, to make available all BIRD's Airport facilities to the public, without discrimination on the grounds of sex, race, color or national origin, and to refrain from imposing or levying exces- sive, discriminatory or otherwise unreasonable charges or fees for any use of its facilities or services. Nothing herein contained shall be construed to - 4 - 0 . grant or authorize the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1958, as amended. E. Utilities. BIRD agrees to make its own arrangements for all utility services and to pay for such services on its leased premises. ARTICLE V PUBLIC FACILITIES, INGRESS, EGRESS AND QUIET ENJOYMENT CITY agrees that BIRD, upon payment of the rental hereunder and performing the covenants of the Agreement, may quietly have, hold and enjoy the leased premises during the term of this Agreement, and that BIRD shall have the right to use, in common with others , the public facilities at the Airport and it shall have the right of ingress to and egress from its leased premises and the public facilities for its employees, visitors and customers. ARTICLE VI - CITY`S RESERVED RIGHTS A. Airport Development and Safety: CITY reserves the right to further develop or improve the aircraft operating area of the Airport as it sees fit, except those premises leased to BIRD, and CITY reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent BIRD from erecting, or permitting to be erected, any building or other structure on the Airport which, in the opinion of CITY, would limit the usefulness of the Airport or constitute a hazard to aircraft. B. Lease to United States: During the time of war or national emergency, CITY shall have the right to lease the landing area or any part thereof to the United States Government for military or naval use and, if such lease is executed, the provisions of this instrument insofar as they are inconsistent with the provisions of 'the lease to the Government shall be suspended and, in that event, a just and proportionate part of the rent hereunder shall be abated, and the period of such closure shall be added to the term of this lease so as to extend and postpone the expiration thereof unless BIRD otherwise elects to terminate the lease, as provided in Paragraph "C" of Article IY. - 5 - 0 . C. Recapture: CITY may recapture all or part of the premises leased hereunder with 270 days' notice to BIRD. BIRD shall furnish its written release to recapture upon reimbursement by CITY of the unamortized balance of construction and improvement costs expended by BIRD with respect to the captured area as outlined in Article III B. ARTICLE VII - INSURANCE A. Liability Insurance: During the entire term of this agreement, BIRD agrees to procure and maintain public liability insurance at its sole expense to protect against loss from liability imposed by law for damages on account of bodily injury, including death therefrom, suffered or alleged to be suffered by any person or persons whomsoever, resulting directly or indirectly from any act or activities of CITY or BIRD, or any person acting for CITY, or BIRD, or under its control or direction, and also to protect against loss from liability imposed by law for damages to any property of any person caused directly or indirectly by or from acts or activities of CITY, of BIRD, or any person acting for CITY or BIRD, or under its control or direction. Such public liability and property damage insurance shall also provide for and protect CITY against incurring any legal cost in defending claims for alleged loss. Such—public liability and property damage insurance shall be maintained in full force and effect throughout the term of the agreement and any extension thereof, with coverage limits of not less than $2,000,000 combined single limit. In addi- tion, BIRD shall procure and maintain throughout the term of this Agreement a minimum passenger liability insurance of not less than $50,000 per seat for passengers and crew for each aircraft owned or used in its business or any authorized business conducted by a sublessee in addition to the single limit insurance specified above. All of such insurance shall be primary insurance and shall name the City of Palm Springs as an additional insured. If the operation under this Agreement results in an increased or decreased risk in the opinion of the City Manager, then BIRD agrees that the minimum limits hereinabove designated shall be changed accordingly upon request by the - 6 - City Manager; provided, however, that BIRD may appeal to the City Council within ten (10) days after any increase is requested, and such requirement for increased coverage shall be subject to determination by the City Council . BIRD agrees that provisions of this paragraph as to maintenance of insurance shall not be construed as limiting in any way the extent to which the BIRD may be held responsible for the payment of damages to persons or property resulting from BIRD' s activities , or the activities of any person or persons for which BIRD is otherwise responsible. B. Worker's Compensation Insurance: BIRD shall procure and maintain, at its sole expense, Workers ' Compensation Insurance in such amounts as will fully comply with the laws of the State of California, and which shall indemnify, insure and provide legal defense for both BIRD and CITY against any loss, claim, or damage arising from any injuries or occupational diseases happening to any worker employed by BIRD in the course of carrying out the within Agree- ment. C. Fire & Extended Coverage Insurance: BIRD also agrees to procure and maintain, at its sole expense, during the term of this Agreement and any extension thereof, a policy of fire, extended coverage and vandalism insurance on all permanent property of Lessee's of an insurable nature located upon the leased premises. Said policy shall be in an amount sufficient to cover at least eighty percent (80%) of the replacement costs of said property. BIRD agrees to pay the premium for such insurance, and shall require that any insurance proceeds resulting from a loss under said policy are payable jointly to CITY and BIRD, and said proceeds shall constitute a trust fund to be reinvested in rebuilding or repairing the damaged property or said proceeds may be disposed of as specified in the paragraph following entitled "Waste, Damage or Destruction" hereof; provided, however, that within the period during which there is in existence a mortgage upon the leasehold, then and for that period all policies of fire insurance, extended coverage and vandalism shall be made payable jointly to the mortgagee or beneficiary, the named insured, and CITY, and shall be disposed of, jointly, by the parties for the following purposes : _ 7 - 1. As a trust fund to be retained by said mortgagee or beneficiary and applied in reduction of the debt secured by such mortgage with the excess remaining after Full payment of said debt to be paid over to BIRD and CITY to pay for reconstruction, repair or replacement of the damaged or destroyed improvements in progress payments as the work is performed. The balance of said proceeds shall be paid to BIRD. Provided further, however, nothing herein shall prevent BIRD, at its option and with the approval of said mortgagee or beneficiary, from filing a faithful performance bond in favor of said mortgagee or beneficiary and CITY in an amount equivalent to said insurance proceeds in lieu of surrendering said insurance proceeds to said mortgagee or beneficiary and CITY. 2. In the event that this lease is terminated by mutual agreement and said improvements are not reconstructed, repaired, or replaced, the insurance proceeds shall be jointly retained by CITY and said mortgagee or beneficiary to the extent necessary to first discharge the debt secured by said mortgage or deed of trust, and then to restore the premises to a neat and clean condition. Said mortgagee or beneficiary shall hold the balance of said proceeds for City and Lessee as their interest may appear. BIRD agrees to increase the limits of liability when, in the opinion of the City Manager, the value of the improve- ments covered is increased, subject 'to the availability of such insurance at the increased limits; provided, however, that the BIRD may appeal to the City Council within ten days after any increase is requested, and such requirement for increased coverage shall be subject to determination by the City Council . D. Waste, Damage, or Destruction. BIRD agrees to give notice to CITY of any -fire or other damage that may occur on the leased premises within ten days of such fire or damage. BIRD agrees not to commit or suffer to be committed any waste or injury or any public or private nuisance, to keep the premises clean and clear of refuse and obstructions , and to dispose of all garbage, trash and rubbish in a manner satisfactory to CITY. If the leased premises shall be damaged by any cause which puts the premises into a condition which is not decent, safe, healthy, and sanitary, BIRD agrees to make or cause to be - 8 - made full repair of said damage and to restore the premises to the condition which existed prior to said damage, or BIRD agrees to clear and remove from the leased premises all debris resulting from said damage and rebuild the premises in accordance with plans and specifications previously submitted to CITY and approved in writing in order to replace in kind and scope the operation which existed prior to such damage. BIRD agrees that preliminary steps toward performing repairs, restoration, or replacement of the premises shall be commenced by BIRD within thirty (30) days, and the required repairs, restoration, or replacement shall be completed within a reasonable time thereafter. CITY may determine an equitable deduction in the minimum annual rent requirement for such period that said premises are untenable by reason of such damage. E. Automotive Insurance. BIRD shall procure and maintain, at its sole expense, throughout the term of this agreement and any extension thereof public liability and property damage insurance coverage for owned or non-owned auto- motive equipment, if any, with coverage limits of not less than $2,000,000) combined single limit. All such insurance shall be primary insurance, and shall name the City of Palm Springs as an additional insured. F. Evidence of Insurance. A certificate of insurance or an appropriate insurance binder evidencing the above insurance coverage with a company accept- able to the City's Risk Management Officer shall be submitted to CITY prior to execution of this Agreement on behalf of CITY. G. Notice to City, Insurance Coverage Change. The terms of the insurance policy or policies issued to provide the above insurance coverage shall provide that said insurance may not be amended or canceled by the carrier for non- payment of premiums, or otherwise, without thirty (30) days' prior written notice of amendment or cancellation to CITY. In the event the said insurance is canceled, BIRD shall , prior to the cancellation date, submit to the City Clerk new evidence of insurance in the amount heretofore established. _ g - ARTICLE VIII - ENCUMBRANCE A. This lease, or any right to or interest in, or any of the improvements on the ]eased premises, may be encumbered with the written approval of CITY. No such encumbrance or any addition thereto or extension thereof shall be valid without said approval ; provided, however, CITY shall consent in writing to any encumbrance that does not exceed eighty-five percent (85%) of the value of the leasehold interest and improvements placed thereon. B. Any encumbrance must be confined to the leasehold interest of BIRD or the subleasehold interest of a sublessee and shall not jeopardize in any way CITY's interest in the land. BIRD agrees to furnish, as requested, any finan- cial statements or analyses pertinent to the encumbrance that CITY may deem necessary to justify the amount, purpose and terms of said encumbrance. C. In the event of default by the BIRD of the terms of an approved encumbrance, the encumbrancer may exercise any rights provided in such approved encumbrance, provided that before any sales of the leasehold, whether by power of sale or foreclosure, the encumbrancer shall give to CITY notice of the same character and duration as is required to be given to BIRD by such encumbrancer and/or the laws of the State of California. Any notice of default shall comply with the provisions of Section 2924(c) of the Civil Code of the State of California. D. If any sale under the approved encumbrance occurs, whether by power of sale or foreclosure, and the purchaser at such sale is the encumbrancer, the encumbrancer may sell and assign the leasehold interest without any further consent provided that the assignee shall agree in writing to be bound by all the terms and conditions of this lease. If the encumbrancer is the purchaser, it shall be required to perform this lease only so long as it retains title thereto. If a sale under the approved encumbrance occurs, and the purchaser is a party other than the encumbrancer., said purchaser, as successor in interest to BIRD, shall be bound by all the terms and conditions of this lease. E. If notice of such sale shall be given and the defaults or any of them upon which such notice of sale is based shall then continue, CITY shall have •. 10 - 0 0 the right to correct such defaults at any time prior to the date of sale or foreclosure, and to terminate such leasehold upon paying to the encumbrancer the balance of the encumbrance, as hereinafter defined. F. "Balance of encumbrance" shall mean the amount of principal remaining unpaid on a note secured by a trust deed or mortgage of an interest in this Lease; provided that to such principal shall be added accrued interest, thereon past due, and expenses incurred by the lender in connection with foreclosure, including, but not limited to, fire insurance premiums, title insurance ex- penses, recording fees, appraisal fees , attorneys ' fees , credit reports and any tax reporting services and additional expenditures paid by the lender on additions, betterments and rehabilitations of improvements on the property encumbered pursuant to plans approved by CITY, which consent may not be un- reasonably withheld, and other expenses necessary to place the improvements in marketable condition, such adjusted principal to be paid in cash or, at the option of CITY, amortized over the term and in accordance with the schedule set forth in said note, the interest rate on the unpaid balance thereto to be as set forth in said note. G. CITY agrees that it will not terminate this lease because of any default or breach hereunder on the part of BIRD if the encumbrancer under the trust deed, within ninety (90) days after service of written notice on the encumbrancer by CITY of its intention to terminate this lease for such default or breach, shall : 1. Cure such default or breach if the same can be cured by the payment or expenditure of money provided to be paid under the terms of this lease; provid- ed, however, that for the purpose of the foregoing, the encumbrancer shall not be required to pay money to cure the bankruptcy or insolvency of Lessee; or 2. If such default or breach is not so curable, cause the trustee under the trust deed to commence and thereafter diligently to pursue to completion steps and proceedings for judicial foreclosure, the exercise of the power of sale under the pursuant to the trust deed in the manner provided by law, or accept from BIRD an assignment in lieu of foreclosure, and keep and perform all - 11 - 6 6 of the covenants and conditions of this lease requiring the payment or expenditure of money by Lessee until such time as said leasehold shall be sold upon foreclosure pursuant to the trust deed, be released or reconveyed thereun- der, be sold upon judicial foreclosure or be transferred by deed in lieu of foreclosure. ARTICLE IX - TERMINATION BY LESSEE In addition to all other remedies available 'to BIRD, this Agreement shall be subject to cancellation by BIRD should any one or more of the following events occur: A. The issuance by any court of competent jurisdiction of a permanent injunction in any way preventing the use of the leases premises for any purpose hereinbefore enumerated. B. The breach by CITY of any of the terms, covenants or conditions of this Agreement to be kept, performed and observed by CITY, and the 'failure of CITY to remedy, or to commence action to remedy such breach for a period of thirty (30) days after written notice from BIRD of the existence of such breach. C. The assumption by the United States Government, or any authorized agency of same, of the operation, control or use of the Airport and its facil- ities in such a manner as to substantially restrict BIRD from conducting its operation if such restrictions be continued for a period of six (6) months or more. ARTICLE X - TERMINATION BY LESSOR, In addition to other rights hereunder, City may terminate this Agreement in whole or in part by fifteen (15) days ' notice, upon or after any of the following events: A. BIRD files a voluntary petition in bankruptcy; B. BIRD is adjudicated as bankrupt by a court of competent jurisdiction; C. A court takes jurisdiction of and its assets under the provisions of any Federal reorganization act; - 12 - 0 0 D. A receiver of BIRD's assets is appointed; E. BIRD is divested of its estate herein by other operation of law; or F. BIRD defaults under any of its obligations herein contained and fails to remedy or commence to remedy such default within ten (10) days after receipt from CITY of notice to remedy same. In addition to its other rights hereunder, CITY may terminate this Agreement in whole or in part by fifteen (15) days' written notice, or sooner period if required, upon or after any of the follow- ing events: 1. The Federal Aviation Administration, or other governmental authority having jurisdiction, terminates BIRD's authority to carry air freight to or from the area of Palm Springs or its environs; 2. BIRD is unable, for a period of thirty (30) days, to use the Airport or any part thereof, due to any law or any competent governmental order, rule or regulation, or due to war or any casualty beyond BIRD's reasonable control ; 3. An injunction, in any way preventing or restraining BIRD's use of the Airport or any part thereof, remains in effect for thirty (30) days; or 4. A competent United States Government authority assumes maintenance and operation of the Airport or any substantial part thereof. 5. Failure of BIRD to complete the required improvements and within the stated periods of time as listed in Article III B, in which event no payment for unamortized improvements shall be due BIRD. Acceptance by either party of performance following a default shall not be deemed a waiver of such default. No waiver by either party of a default will constitute a waiver of any other default. ARTICLE XI - ASSIGNMENT/OPTIONS TO TERMINATE The privileges contained herein are personal . BIRD agrees that it will not assign the same or any portion thereof or any improvements thereon including, but not limited to, building or facilities constructed on the premises without the express consent of the CITY, in writing. Any purported assignment or violation hereof shall be void. CITY will not be unnecessarily arbitrary in •- 13 - granting said permission, but the CITY shall be the sole judge as to the reliability, capability, character and desirability of the parties involved until construction of all improvements is completed. Thereafter, CITY agrees that it will not unreasonably withhold its consent. ARTICLE XII - INDEMNITY BIRD agrees to indemnify, defend and save CITY and its agents and employ- ees harmless from any and all liability, claims , damages or injuries to any person, including injury to BIRD' s employees and all claims which arise from or are connected with the negligent performance of or failure to perform the work or other obligations of this agreement, or are caused or claim to be caused by the acts or omissions of BIRD, its agents or employees, and all expenses of investigating and defending against same; provided, however, that this indemni- fication and hold harmless shall not include any claim arising from the sole negligence or willful misconduct of the City its agents or employees. ARTICLE XIII - BOOKS AND RECORDS BIRD agrees to submit to CITY by the 20th day of each month a detailed statement of all business done at the Airport during the previous month for which fees or payments to CITY are due. CITY shall have the further right to inspect the accounting records of BIRD at reasonable times. BIRD shall submit to CITY each year a copy of its annual certified audited report reflecting all operations at the Airport as soon as reasonable following the close of each fiscal year. ARTICLE XIV - ASSIGNMENT OF AGREEMENT Except as provided in Article XI , BIRD shall not assign this agreement without first obtaining the prior written consent of CITY thereto; provided, however, that BIRD may assign this agreement to any entity controlling, con- trolled by, or under common control with BIRD without obtaining the written consent of In such latter event, Lessee shall give prompt notice of assign- ment to CITY. 14 - ARTICLE XV - SUBLEASE During the term of this Agreement, BIRD shall have the right to sublet all or part of the leasehold subject to CITY approval which shall not be unreasonably withheld as long as any such sublease is not in conflict with Airport rules and regulations and/'or in conflict with existing Fixed Base Operator leases. ARTICLE XVI - NOTICES AND CONSENTS AND APPROVALS A. Notices : A bill or statement, or any notice or communication which CITY may desire to give BIRD shall be deemed sufficiently rendered or given if the same be in writing and sent by registered or certified mail , addressed to BIRD at the address specified on the first page hereof or at the address BIRD may substitute therefor by notice to city, or left at such address or delivered to BIRD's representatives and the time of such rendition of such bill or statement shall be deemed to be the time when the same is mailed, left or delivered as herein provided. Any notice from BIRD to CITY shall be validly given if sent by registered or certified mail addressed to the City of Palm Springs, California, City Hall , Palm Springs , California, or at such other address as CITY shall hereafter designate by notice to BIRD. All payments should be made payable to the City of Palm Springs, California. B. Consents and Approvals: Consents and approvals as required under this Agreement shall be in writing and shall not be unreasonably withheld and shall be deemed to have been given unless , within thirty (30) days after the receipt of written request from BIRD for such consent or approval , CITY shall have given BIRD a written reply refusing or withholding action on such consent or approval and stating its reasons for such refusal or such withholding of action. ARTICLE XVII - RIGHT OF INSPECTION The Director of Aviation and/or his duly authorized representatives shall have at any and all times the full and unrestricted right to enter the premises for the purpose of inspecting such premises and of doing any and all things •• 15 - i a with reference thereto which CITY is obligated or authorized to do as set forth herein or which may be deemed necessary for the proper general conduct and operation of the Palm Springs Regional Airport or in the exercise of CITY's police power. ARTICLE XVIII - HOLDING OVER In the event BIRD shall hold over and remain in possession of the premises herein leased after expiration of this Agreement without any written renewal thereof, such holding over shall not be deemed to operate as a renewal or extension of this Agreement, but shall only create a tenancy from month-tomonth on the same terms which are in effect at the expiration of this Agreement which may be terminated at any time by CITY. ARTICLE XIX - MAINTENANCE - ALTERATIONS A. BIRD shall at all times keep the premises and all fixtures, equipment and personal property in a clean and orderly condition and appearance. B. BIRD shall repair, replace, rebuild and paint all or any part of the premises which may be damaged or destroyed by the acts or omissions of BIRD, sublessees or by those of its officers, employees , guests, invitees or of other persons on or at the premises with consent of BIRD. C. BIRD shall take such care of the premises and all parts thereof so that at all times during the term of this Agreement, and at the expiration or termination hereof, the premises shall be in as good condition as at the time of completed construction or installation, except for reasonable wear which does not adversely affect the structural integrity or condition of the struc- tures or adversely affect the appearance and efficient and proper utilization of any part of the premises. The premises and all parts thereof shall include, but not be limited to, such of the following as are or may be located or installed in or on the premises during the term of this agreement: Fencing the exterior and interior of the building walls; the exterior and interior and operating mechanism of and attachments to windows and skylights, screens, -1 16 - roofs , foundations, steel work, columns; the exterior and interior and operat- ing mechanism of and attachments to doors, partitions, floors , ceilings; inside and outside paving and unpaved areas, landscaping, glass of every kind, and the utility, mechanical , electrical and other systems. D. BIRD shall make frequent periodic inspections and, as the necessity arises regardless of the causes therefore, shall perform all necessary pre- ventative maintenance, including, but not limited to, painting; make all necessary repairs and replacements; and do all necessary rebuilding with respect to the premises and all parts thereof (including any total destruc- tion) . All such maintenance, repairs, and replacement shall be of quality equal to the original in materials and workmanship. All exterior paint colors shall be subject to the prior approval of CITY. ARTICLE XX - POSSESSORY INTEREST BIRD acknowledges that this Agreement may create a possessory interest subject to property taxation, and that BIRD shall be subject to payment of any property taxes levied on such interest. ARTICLE XXI - GENERAL PROVISIONS A. BIRD represents that it has carefully reviewed the terms and condi- tions of this Agreement, and is familiar with such terms and conditions and agrees faithfully to comply with the same to the extent to which said terms and conditions apply to its activities as authorized and required by this instru- ment. B. The term "CITY" as used in this agreement means the "City of Palm Springs" and where agreement speaks of approval and consent by CITY, such approval is understood to be manifested by an official act of the City of Palm Springs unless otherwise expressly stated in this Agreement. ARTICLE XXII - NON-DISCRIMINATION & FAA REQUIRED CLAUSES BIRD, for himself, his personal representatives, successors in interest, and assigns , as a part of the consideration hereof, does hereby covenant and - 17 - 0 a agree as a covenant running with the land that: 1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; 2) in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and 3) BIRD shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations , Department of Transportation, Subti- tle A, Office of the Secretary, Part 21, Nondiscrimination in FederallyAssisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. In the event of breach of any of the above nondiscrimination covenants, CITY shall have the right to terminate the lease and to re-enter and repossess said land and the facilities thereon, and hold the same as if a lease agreement 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 expira- tion of appeal rights. BIRD 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 BIRD may be allowed to make reasonable and nondiscrimi- natory discounts, rebates or other similar type of price reductions to volume purchasers. Noncompliance with the preceding paragraph shall constitute a material breach thereof and, in the event of such noncompliance, CITY shall have the right to terminate this lease agreement and the estate hereby created without liability therefore or, at the election of CITY or the United States, either or both said Governments shall have the right to judicially enforce Provisions. BIRD agrees that it shall insert the provisions in the five preceding paragraphs in any lease agreement by which BIRD grants a right or privilege to - 18 - ! • any person, firm or corporation to render accommodations and/or services to the public on the premises herein leased. BIRD assures that it will undertake an affirmative action program as required by 14 CFR Par 152, Subpart E, to insure that no person, 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, Subpart E. BIRD 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 this subpart. BIRD assures that it will require that its covered sub- organizations provide assurances to BIRD that, similarly, they will undertake affirmative action programs and that they will require assurances from their suborganizations to the same effort, as required by 14 CFR 152, Subpart E. CITY reserves the right to develop or improve, further, the landing area of the airport as it sees fit regardless of the desires or view of BIRD and without interference or hindrance. CITY reserves the right, but shall not be obligated to BIRD, to maintain and keep in repair the landing area of the airport and all publicly-owned facilities of the airport, together with the right to direct and control all activities of BIRD in this regard. This Lease Agreement shall be subordinate to the provisions and require- ments of any existing or future agreement between CITY and the United States relative to the development, operation or maintenance of the airport. There is hereby reserved to CITY, its successors and assigns, for the use and benefit of the public, a right offlight 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 Palm Springs Regional Airport. BIRD agrees to comply with the notification and review requirements overed in Part 77 of the Federal Aviation Regulations in the event future construction •. 19 - 0 of a building is planned for the leased premises, or in the event of any planned modifications or alteration of any present or future building or structure situated on the leased premises. BIRD, by accepting this, 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 above the mean sea level elevation of 600 feet. In the event the aforesaid covenants are breached, CITY reserves the right to enter upon the land leased hereunder avid to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of BIRD. BIRD, 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 taking off of aircraft from the Palm Springs Regional Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, CITY reserves the right to enter upon the premises hereby leased and cause the abatement of such interference at the expense of BIRD. It is understood and agreed that nothing herein contained shall be con- strued 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) . This lease agreement 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 airport or the exclusive or nonexclusive use of the airport by the United States during the time of war or national emergency. ARTICLE XXIII • INVALID PROVISIONS In the event any covenant, condition, or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of any such covenant, condition or provision herein contained is hereby declared to be severable and the remainder of this Agreement shall remain in full force - 20 0 0 and effect provided that the validity of any such covenant, condition or provision does not materially prejudice either CITY or BIRD in its respective rights and abrogations contained in the valid covenants, conditions or pro- visions of this lease. IN WITNESS WHEREOF, the parties have caused these presents to be executed on the / / day of C 1989. ATTEST: r CITY OF PALM SPRRII7NGS, CALIFORNIA By L--� City Clerk City Manager REVIEWED & APPROVED BIRD PROD CORPORATION By C * State of �fvs/ � � On this the day of � ' 198_�, before * County of me i Z_ the undersi nedd Notary Public, personally * appeared / � QY�ccOur�-1 * personally known to me * proved to me on th asis of satisfactory y" aFria€nLs= r,' ` 7 vidence to be the persons) who executed the K, �a ELAINEL.SC@iiidid]L �1 within instrument as _�, NOTARYPUDUC.CAUFORN➢A or on behalf of Y the corporation therein named RIVCRSPDE COUNTY * 9�� Comm mbxVs Doc 251990 and acknowledged to me that the corporation executed it. WITNE,5S�my hand and official seal . - Ja -'fiotary's Signa r BIRD/AGR7 21 - PARCEL B-1 LEGAL DESCRIPTION FOR BIRD CORPORATION LEASE A portion of Lot 1 and Lot 2 of Palm Valley Colony Lands, as shown in book 14, Page 652, Records of San Diego County, in Section 13, T. 4 S. , R. 4 E. , S.B.B. & N. and more particularly described as follows: Commencing at the Northwest corner of said Lot 2 of Palm Valley Colony Lands, said corner being on the Northerly line of Section 13, which is also the centerline of Alejo Road; thence East along said Northerly line and centerline a distance of 82S.63 feet; thence South 360.05 feet; thence West a distance of 1.30 feet to the True Point of Beginning; thence South 00°15'00" West a distance of 257.09 feet; thence South 89045'00" West a distance of 666.42 feet; thence North 00°23'40" East a distance of 187.57 feet; thence North 37°00'00" West a distance of 28.31 feet; thence West a distance of 25.70 feet; thence North a distance of 42.81 feet; thence East a distance of 76.50 feet; thence North a distance of 13. 19 feet; thence South 87°53'10" East a distance of 41.21 feet; thence South 00°40'00" East a distance of 10.48 feet; thence East a distance of 591. 18 feet to the True Point of Beginning. Said parcel containing 3.99 Acres. EXHIBIT "A" Page 1 of 2 I 3 ! rN _VIES T I i - -r�✓% !/ate✓' . .. 1 t 1. CITY OF PALV S;IRL�:GS CALI FOR 6NI!A � i .. � � . . .. f PDr�T/o/✓�OF A/.S'POf,t L=.!.^_.D . g 'TD SECT/D/✓ 7taa. S- I•Ch FEZ No. j. Gwy Su. �iT/!i/✓ `/ice �P -� /. !./�i;.! i f'O.i/. i - ! EXHIBIT A ' Page 2 of 2 EXHIBIT "B" REQUIRED IMPROVEMENTS 1. Replace Asphalt - all areas surrounding the Hangar and road from Alejo. . . . . . . . . . . . $ 75,000 2. Slurry Seal and repair asphalt areas around Warehouse and road from back entrance at Alejo. 15,000 3. Re-roof Hangar "Dome" . . . . . . . . . . . . . . 15,000 4. Re-roof Warehouse Building. . . . . . . . . . . . 28,000 5. Re-floor hallways , Employee Lounge in Hangar Building. . . . . . . . . . . . . . . . . . 3,600 6. Re-carpet all office areas . . . . . . . . . . . . 7,500 7. Replace two air conditioners. . . . . . . . . . . 11,500 8. Paint interior/exterior of Hangar Building. . . . 9,000 9. Paint interior of main assembly area. . . . . . . 2,500 10. Other . . . . . . . . . . . . . . . . . . . . . . 82,900 $250,000 0 Consent to Sublease, re AGR #452, with Bird Corp & Skywest Airlines, for right to use hangar and hangar area CONSENT TO SUBLEASE m900tWT 983859, 1-7_87 This Consent to Sublease is granted by the CITY OF PALM SPRINGS , CALIFORNIA (hereinafter "Lessor" ) , with respect to that certain Indenture of Lease , Agreement No. 452, entered into on or about the 25th day of July, 1966 , wherein Bird Corporation, a California corporation, is the Lessee and certain airport property, including a hangar. , is leased by Lessor to Lessee. Said Indenture Lease has been amended from time to time since its original date of execution. It is the current desire of Lessee to sublet to Sky West ( hereinafter "Subtenant" ) , the right to use the hangar and hangar area leased by Lessee from Lessor. Lessor hereby consents to the sublease by Lessee to Subtenant , under the terms and conditions set forth in the Sublease attached hereto and made a part hereof . Nothing in this Consent to Sublease shall release Subtenant from its obligation to abide by all terms and conditions of the Indenture of Lease, as amended ; and, in addition, nothing herein shall release Lessee from its liability for any obligation which it has under the Indenture of Lease, as amended. This Consent to Sublease is executed on December ATTEST: CITY OF PALM SPRINGS , CALIFORNIA City Clerk , 1 By. I, City Manager APPROVED AS TO FORM: /� APPROVED BY THE CITY CO UNCIL i ��j�/i/.�/��i� City �ofAttorney SUBLEASE THIS SUBLEASE is made and entered into on December 1986 , by and between BIRD PRODUCTS CORPORATION, a California corporation ( "Bird" ) and SKYWEST AIRLINES , INC. , a Utah corporation ( "Skywest" ) , and is made with reference to the following facts: RECITALS A. On or about July 25 , 1966 , Bird and the City of Palm Springs , California ( "Lessor" ) entered into an Indenture of Lease, as Agreement No . 452 (hereafter " Indenture of Lease" ) . A copy of said Indenture of Lease is attached hereto as Exhibit "A" . B . Under the terms of the Indenture of Lease, Bird leased certain airport property at the Palm Springs Municipal Airport , including a large aircraft maintenance hangar. C . Subsquent to the execution of the Indenture of Lease, certain supplemental agreements and amendments have been made to the Lease. D. It is the mutual desire of Bird and Skywest that Bird sublease its right to use the hangar to Skywest, subject to the terms and conditions of this Sublease. NOW, THEREFORE, in consideratin of the following covenants and conditions , the parties hereby agree as follows: 1 . Sublease of Hangar. Subject to the terms and conditions of this Sublease, Bird hereby grants to Skywest a sublease for the use of the hangar by Skywest . Subject to the terms and conditions of this Sublease, Skywest hereby accepts the sublease of the hangar from Bird. 2 . Use of Hangar. Bird ' s rights with respect to the hangar are premised on its status as the Lessee under the Indenture of Lease, as amended. The terms and conditions of the Indenture of Lease, previously attached and incorporation as Exhibit "A" , are specifically incorporated herein and made a part of this Sublease. Skywest shall , in all respects, abide by all of the terms and the conditions of the Indenture of Lease. Skywest specifically agrees that it will take no action which would constitute a violation of or default under any term or condition of the Indenture of Lease, including, without limit , the manner in which it will use the hangar. In the event that there is any conflict between the terms of the Indenture of Lease and this Sublease, the terms and conditions of the Indenture of Lease shall control and be binding on both Bird and Skywest . 3 . Premises Sublet. The premises sublet to Skywest pursuant to this Sublease , is limited to the hangar and hangar area as defined on Exhibit "B , " attached and incorporated hereat. The additional buildings and property leased by Bird under the Indenture of Lease are not made a part of this Sublease and Skywest shall acquire no rights with respect thereto as a result of this Sublease. 4 . Term. The term of this Sublease shall be for a six ( 6 ) month period commencing January 1 , 1987 , and ending June 30 , 1986 . 5 . Option to Extend Term. Skywest shall have the option to extend the term of this Sublease by one month from July 1 , 1987 to and including July 31 , 1987 . In order to exercise its option under this paragraph, Skywest must give thirty ( 30) days ' written notice to Bird of its desire to exercise this option. In addition, it must not be in default under any term or condition of this Sublease both at the time it exercises its option to renew and as of June 30 , 1987. 6 . Rent . Skywest shall pay to Bird, as and for the rental due pursuant to this Sublease, the sum of Seven Thousand Dollars ( $7 ,000 . 00) for each month of this Lease . The rent to be paid for the additional option month, in the event that Skywest subleases the property for the month of July, 1987 , shall also be the sum of Seven Thousand Dollars ( $7 ,000 . 00) . 7 . Advance Rental and Security . Skywest shall pay, upon the execution of this Sublease , a total sum of Fourteen Thousand Dollars ( $14 ,000 . 00) . Said sum shall represent the first month ' s rent due, and in addition, a refundable security deposit equal to one month' s rent . Sky West may not, without the approval of Bird, apply said security deposit against its last month ' s rent . 8 . Utilities and Related Costs. Skywest shall be responsible for all costs associated with its use of the hangar (whether paid directly by Skywest or by Bird) , including, but not limited to, the following: 2 ( a) The estimated incremental monthly utility charges ( e. g. , electricity) associated with the hangar and hangar area; (b ) Any repairs to the doors of the hangar will be the decision and responsibility of Skywest ( as they currently do not open in all temperatures ) ; ( c) Any incremental insurance costs charged to Bird by virtue of the use of the hangar and/or hangar area by Skywest. (d ) Any personal property taxes due as a result of the personal property of Skywest located at the hangar or hangar area. 9 . Required Insurance . In addition to any insurance which may required under the Indenture of Lease, Skywest shall carry and maintain throughout the term of this Sublease broad comprehensive public liability insurance, with personal injury and property damage in combined limits of not less than $1 ,000 , 000 .00 for each occurrence, carried against any and all liability of Sky West with respect to the hanaar or hangar area, or arising out of the use, maintenance or occupancy thereof . Skywest shall further keep the hangar insured against all risk of loss or damage from every cause whatsoever (excluding earthquake and flood ) for not less than $1 ,000 ,000 . All policies of insurance shall be issued by insurers of recognized responsibility which are licensed to do business in the State of California. Prior to taking possession under this Sublease , and thereafter not less than fifteen ( 15) days prior to the expiration dates of the expiring policies, Skywest shall furnish to Bird Certificates of Insurance or other evidence in writing , evidencing the payment of premiums and the existence of insurance. The insurance acquired by Skywest shall contain a waiver of any right of subrogation against either Bird or Bird' s Lessor as to the fire or extended coverage with respect to property damage insurance on any building or improvements . All insurance shall contain an endorsement obligating the insurance carrier to furnish at least ten ( 10) days prior notice to Bird of any intent of cancellation of any policy. 10 . Maintenance and Repair . Bird shall not be obligated to maintain the hangar or hangar area or any part 3 thereof in good condition throughout the term of this sublease. Skywest shall, at its sole cost and expense, maintain the hangar and hangar area. Possession of the hangar and hangar area shall be returned to Bird upon the termination of this Sublease in good condition and repair, normal wear and tear excepted. 11. Assignment and Subletting . Skywest shall not assign or sublet Skywest ' s interest in this Sublease , or any part thereof , without first obtaining the written consent- of Bird. Any such assignment or subletting may, in addition , require the consent of Lessor, a matter over which Bird has no control. 12 . Maintenance Standard . Skywest shall maintain a high housekeeping standard in all areas of the hangar and hangar area , including the lunch and restroom areas . 13 . Right of Termination. Bird shall have the right to terminate this Sublease upon thirty ( 30) flays written notice to Skywest. Bird shall have this right if , in its sole opinion, the use of the hangar and 'hangar area by Skywest has or may become a major disruption to Bird ' s operations . Bird shall give written notice to Skywest of the specific issue(s ) which is causing or threatens to cause a major disruption of Bird ' s operations and allow Sky West two weeks ( 14 days ) opportunity to correct such issue prior to the commencement of the thirty ( 30) day notice period. In addition , this Sublease shall terminate in the event the Indenture of Lease terminates . 14 . Security. Skywest shall take all steps necessary to insure that its personnel (and/or visitors ) do not enter into any areas outside of the hangar and hangar area. Skywest understands and agrees that the nature of Bird ' s business requires that such security measures be observed and that the violation of such security measures by the personnel or visitors of Skywest will constitute a major disruption to the business operations of Bird. 15 . Indemnity. Skywest shall shall indemnify and hold Bird harmless from any and all demands , losses , liabilities or judgments, together with costs and expenses incident thereto, which may accrue against, be charged to, or be recoverable from Bird as a result of the actions or omissions of Skywest , its employees or agents . Bird shall 4 give Skywest prompt and timely notice of any claim made or suit instituted which in any way, directly or indirectly , 1 contin entl or otherwise aftects or might affect Skywest, 9 � 9 and Skywest shall have the right to compromise or participate in the defense of the same to the extent of its own interest. 16 . Default and Remedies . Any and all of the following actions shall constitute a default of this Sublease: (a) Use of the hangar or hangar area for any purpose other than as authorized in the Indenture of Lease; or (b) Default in the payment of rent or any other sums owing when due; or (c ) Abandonment or vacation of Skywest from the hangar or hangar area; or (d) Assignment of the hangar or hangar area by Skywest, without the consent of Bird; or (e ) The filing by Skywest or any other person of a voluntary or involuntary petition in bankruptcy or an arrangement by or against Skywest; the adjudication of Sky West as a bankrupt or insolvent; the appointment of a receiver of the business or of the assets of Skywest, except a receiver appointed at the instance or request of Bird; the general or any other assignment by Skywest- for the benefit of its creditors ; or ( f ) A default in the performance or breach of any of the terms , covenants and conditions herein contained ; or (g ) The inability of Skywest to pay the rent herein specified or to perform any of the terms, covenants or conditions herein by it to be kept or performed. In the event of a default of this Sublease, and in addition to all other rights and remedies Bird may have at law, Bird shall have the option to do any or all of the following: ( a) Immediately reenter and remove all persons and property from the hangar and/or hangar area storing said property in a public warehouse or elsewhere at the cost of, and for the account of , the Skywest. In such instance, the Sublease will be terminated, and Bird will be entitled otherwise to recover all damages allowable under the law a-- 5 this Sublease; (b ) To collect by suit or otherwise each installment of rent or other sums as it becomes due hereunder, or to enforce , by suit or otherwise , any other term or provision hereof on the part of Skywest required to be kept or performed, it being specifically agreed that all unpaid installments of rent or other sums shall bear interest at the highest legal rate from the due date thereof until paid; (c) Terminate this Sublease, in which event Skywest agrees to immediately surrender possession of the hangar and hangar area, and to pay to Bird, in addition to any other remedy Bird may have, all damages Bird may incur by reason of its default , including the cost of recovering the hangar and 'hangar area; (d) The damages Bird may recover include , but are not limited to, 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 that Skywest proves could be reasonably avoided. 17 . Notice. Any notice or communication that either party desires or is required to give to the other party shall be in writing and either served personally or sent by prepaid, first-class mail. Such notice or communication shall be given to Bird at 3301 East Alejo Road, Palm Springs , CA 92263 and to Skywest at 50 East 100 South, St. George , Utah 84770 . Notice shall be deemed communicated within 72 hours from the time of mailing, if mailed as provided in this paragraph. 18 . Attorneys ' Fees . Should any litigation be commenced between the parties hereto, concerning the hangar or hangar area area, this Sublease , or any other rights and duties of the parties hereto, the prevailing party shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for attorneys ' fees in such litigation. 19 . California Law. This Sublease shall be construed and interpreted in accordance with the laws of the State of California. 20 . Binding on Heirs and Assigns . All provisions of this Lease shall extend to and bind or inure to the benefit not only of the parties hereto, but to each and every one of the heirs , executors, representatives, successors and assigns of the Bird or Skywest, as the case may be. 6 the execution of this Sublease by the named otticers has been authorized by its respective Board of Directors . 24 . Agreement to Abide by Provisions of Article V, Paragraphs 5 through 8 , Inclusive . Skywest agrees to "- specifically abide by the provisions of paragraphs 5 through 8 , inclusive, of Article V, of the Indenture of Lease . 25 . Contingent Effectiveness of Sublease . This Sublease shall not be effective prior to the satisfaction of each of the following conditions : ( a ) Approval of the Sublease to Sky West by Bird ' s Lessor under the Indenture of Lease ; (b ) Approval of the insurance provisions set forth in this Sublease by Bird ' s insurance agents . IN WITNESS WHEREOF, this Sublease has been executed by the parties hereto on December , 1986 . BIRD: BIRD PRODUCTS CORPORATION BY i Felix Troilo President BY : 40: nwin Secretary SKYWEST AIRLINES, INC. ya dent By: Secretary a I! r` 1 I 7 22. Entire Agreement of the Parties . This Sublease is the entire agreement of the parties and supersedes any previous written or oral understanding between Bird and Skvwest. 23 . Authorized Act . The parties each warrant that the execution of this Sublease by the named officers has been authorized by its respective Board of Directors . 24 . Agreement to Abide by Provisions of Article V, Paragraphs 5 through 8 , Inclusive . Skywest agrees to specifically abide by the provisions of paragraphs 5 through 8 , inclusive , of Article V, of the Indenture of Lease. 25 . Contingent Effectiveness of Sublease. This Sublease shall not -e-erfective prprior to the satisfaction of each of the following conditions : (a) Approval of the Sublease to Skywest by Bird ' s Lessor under the Indenture of Lease; ( b) Approval of the insurance provisions set forth in this Sublease by Bird ' s insurance agents. IN WITNESS WHEREOF , this Sublease has been executed by the parties hereto on December , 1986 . BIRD: BIRD PRODUCTS CORPORATION By: Felix Troilo President By: _ Thor Konwin Secretary SKYWEST: SKYWEST AIRLINES , INC. By: co arc/ President By: /1 Secretary �/✓" 7 /j SIIpp I I I II III AL PCb'l ri 1111 Ito, 1 - Id AI',:If Glfllf 0U 4'.7 IIIIEIIEAS, the C1ty of I'll Uu Springs, har oinaf ter called 'YI Ly" or "I es so l" _ and Ill Ill Cm pn at l on, he re i n a f In l- called "IliI d" at- "I-es see" en t r.red In la A;rearanl Ito. 462 on er abnot Life 2501 day of July, 1 966; and kitu,itLAS, ALr Leman l Ito 452 called for Ilia lease by hill of certain IJty-Win" land and Cily-atnod hot I'll jigs Illn.renn; and lnpllEnS, City and Illnl cnluicd Into A9rcommnl Ito. 60) oil or abouL hecc.nhcr 13, 1971; and Illlf lit AS, A9rcunent 110. 110) Call 1I'll for Llu: IL'aSO of Carinllr CIly-maocd I and and a ci ty-mmed hangar Llluloun; and IldLnLAS, lha barUar lapsed Lo Will (Innugh A9raemmut Ito 802 as destr01ed Iry• fire nn .limn 29, 1974, and WIfI1LAS, saki Ilao9ar uas used as a u,nclmuee and equipment assembly Imllding by Iesseu; and Wi ELLAS, I.assae desires Io constniCL a anal building on land no'i leased co from lessor tht mglh A9 rcelnant Ilu 452, in order in cal ry our na Anal bus art ss; —� nOH IIIE; M(d.., lha pal'tias m,rLual iy agree ns fill lu::s: 1. At 11, Sncttnn 1 of IIw sub3act AiloumanL Ito )52 is mn"ndcd fly dclaling fail lot aphs c), dud (,I�, and subn Li[tit in9 Lhu filllou',u9 I'd Id- of aphs: (it) for the sixth Lhfaugh file touch year of this lease an alnounI of Iliac Thousand If II l ars ($9,00(1) per Year pa ya hie mop lh ly in advance in aroouots of Seven Ilundred Fi fly LaHals ($I6U). An addi tlonal mm1chly lanl,ll plolunt of Jill hundred luanLy-Iliac I)nllars ($229) shall hecaae Lit, Live upon comple Lion or- partial ocngrancy and/or use of Lhe ncu hutldin9 to ha coos L['nLcei Jim suanI La Sapp i e+nrn Lai A91c melt IIn 1 to this Agrae,dant Ira 452, hilt in no ev nnL ;hall such effective dale Inc de cmed Idler than plc la her 1, 1971. (C) f01' lha clavenlh lluou)h the fl flnrnla year of fills Iensa all mould 'I of TIlC1Ve thousand Ill ne 16rndl ad and forty-E 19h1 gal lass 1512.J 11; par year payable amolhly in ldvarco in arlounts of One lhuusand and S, vnnly-Ilina poplars 1 Id) In, Ihr 11" )1111 y"ar• ai ally pi4liini Ihrn:ul ;ddiIiaunl Itmn II s of Ling fro•n Irssui:'S QXQI cl So Al Ihr Ill sl up Liao to ux l cud Ihr lens of 1111S a9f Lunent, rental shall he paid a LW ra le of T if:l va thousand mile illlndied and fnrty-Light Ilullars ($1'? 940) pin" yeal . payable monthly In advance in anoun Ls 01 One Thousand altd Sevcoly- Iliue Iwllals ($1,0191. 2. Any iosat.vca pruceeds iLcolvnd by Ill, l m' by Ito (:fly as A result of Article Y of Agreenleut Ilo. 1101 shall br, re La inod by ar inadc aval lahlu to hill, Who shall utillie not less than Lhn Iolfl onnlull of such pruceeds to construct or cause lu he consln¢ted a new building oil n pardon of that land fault leased Llu'ou9h Agieemenl Ito. 462 (to replbte the Imililing destroyed all June 29. 19M). Ihncedura5 and [fly approvals required pursuant to Article ViII of Agreement Ito 962 slwll be ohsurvud by Illid fn ceonuclinn wiLJI Lhe process of cunslluclion of said low building 3. txcept as expressly hereln modil led. Ili[: Iernis, covenants, and I mi- ditioos of AgruuaeaL Ila 4S2 ito hniety roliflud and shell contiliuc in hill fnrr.e and affect. III 11111JESS IIIILIHIOF, lbe parties buu:lu Lave caused Ihesu Ill tsmlL 10In: 9xeentell on this day of ", , 19/4. l ATTEST: 110uALll A. MHALIGII Cll'f Of pAth SI`iIIJIGS, CALIF AURA lily CIciR fly t it" Oelii ty C�—tic f.i ty Ila nagcr — �— AI'IifiNfIl AS JO F0111-1: IIIRO COIII101011 loll(ly Altnfnry C011J ed�API'll[IVF W API'flOVl'Ia 1lY iVVIi C{TY COt1PICIL �.—__—_ ilansPni t,,:sun i. fipary� ious i�ii C,.l far 7 lltz F .-- fir S0111T108 110 I I I5J OF 11IE CI if CONEIL OI 711E MY OF VAI_It SPIIIIIGS, CA11FOPHIA, Ai'l'cnV11:6 SW'1'If UNTAL Af,IICEIIf III 119. 1 TO AGKH:Fl1f 1111. 462 (([THEE(( THE CITY OF PALII SP811165 AIIO ItIP0 ECRNIRAT I011. 1111f11EAS, the City of Calm 5PrIn(Js Guns and Operates caln Springs k'alicipal Anpnrtl and WHEIILAS, Iha C119 Of I'dhn 5pri,g:. lice Gumftcr lumen as "City", and bit It Curporat-Ion llmeinaftcl Lnnun es "Ili rd'^'enle,ad into Agreement Ila. 152 on or almut .L,ly 25, 1961i, said tease calling for the 1LaSO by Ilird of cerla in Clty-ouued land and Inilldin95 lhetaon; and IIIIEOEAS, lha City and herd onlered into Agreement lln 1107 on or shout IlecGmhor lJ, 19)), calling for this luaSe by gird of another parcel of City-ounad land and a hangar resting thcrun, said hangar (laving been destroyed by fire on haill 29, 1971; and WHEREAS, It lid deSll'es to cans true(, or causo to Le cons[rnclad, a le- pla[cdient IallldlOg, to Lc slluatal on land non IcaSed I,y hlril cluuugh A,FLvmenl Ili). 152; HOII TIIEIIffORE HE IF RESOIVEII by lhu City CnunciI o(-t6c City of I'aha Sp, lO9s. that duppleum.nlal Aprcemmnl. IIO. 1 lu Agteement Ilo. 152 Is hereby approved. ADOPTEO tills ^Inch_ flay of July 197/. 1 AYE5: Cnanct lumu IlLir lLI,, Field, Ga,cl a, SChlcch[ and Hayor Foe[cr ' I 119ES: 11„ou AESEIIT. All EST: Cl FY OF I'AEII SI'I111135, CAI-I FOdII IA By pn[y y CT- -- � cltr'llaliagc��=— !/ HE91EUDI b APPROVED��1 11 INCK?'7UBF: 017 LZASF. This SNC-;aKE OF Imo.\SZ, made and catered into by and beCw+ 11 Lhc C1 OF ?.:Ill SPC.::CS, G1�_=iO1(K IA (he ra ina Cte� called "Lesaur•') and „ZRp and IIi?L7 COB?O.'v1'.'IO\, CaliLarni,-: ccrpera ri.cas havfmg 4-ts usual.. place of business nt the Paln Springs Xunici.pal fY�; C _ 'J Aicpar Mark 111 icsp-iracor I_ne, Palm Springs, California (hrCc- rc=erred to eclleaz_vcly as the "Lessee") : -4 =a GcE_iZAS, Lessor o,r.:s gad operates An. Airport kznc. as [tic Pa L_ J y Springs Hcaic=cal AL_porc, located in Cho C`-Cy of Pa'-n SpriZos , Cacnzy I e� iZive-s_de, Scace or Cali-`ornia (hereinafter called the "airpart") ; and Lessor des`__ocs of leasing to Lessee certain premises of the airport and of granting to Lessee certain -fights and U:iZ=-'5 Le=_see desires to lease c_rcain property gild Ca eSta_n i certain r_' at the a'i-.Po-z in arder to engage in th= business a�f aeronau:-cs, a_--raft wcd_=y ca Cicn and -....ca lls cion of aayge_, the necessary c::gineo-in^o, reszarah and testing of oxy ^_n -lien dev:c_s and tze-apeut'_c p-sc- cos eonneczad ::it respi=atom c_r.enz5 and 2TJi-i =?=.=73c, is ccas'_deratien of the renz:s, cavenants and manta contained 'c_c-ein and for athe- va'--zble considzrazicns, Lessor does hereby d__i>>^e, rent and let z❑ Lessee, and Lessee does hereby hire, take and lease =ram Lesser, tn_ -01lc—r z eremites nd ror t.._ period as spec-red i.n a--Bement, said -ar___.ent superszdino all previous doccmento and ag-cements 'cetueen Lessee and Lessor_ (a) A parcel of '_tnd apprasimately 3.94 acres in size ioeared ad- �acenc to the sauc eriy boundary of the zahoo_ district maia- cenance yard, all as core pa-ticuiariy deseibed is actac ed Exh i:tit A, tcyechc- wi ti the stall adobe building and the large aircra_t Wainteaancc hangar located on the descr_Led p_operzy. (b) The tight c❑ engage in those portions of the business Of Aeronautics as described in Arcicle Vi , aircraP- nodificazion and ins^.a!la[iaa a: oxygen equipmene, CGgecher with Che ne- cessary research, engLnecrLng and testing oL ca Ld equipmca-c including, but not LLm Lted Co, oche: inha"scion devices and chcruoeu[ic practices connccCed vita or - d,L,,=n,s and thCir t7Cn1mCn L. (e) The .fight to continue and expand present oprraciens, funcaaus and business. (d) The right to pursue , discharge, prat=ice and t=z ,sact business outlined by, but not limiccd to Cho following, taken fry the A==1cles Of IncGrporsC=❑R of S=B➢ T=g 12:OL2ZY, I,1'C. : ?ramnzrLly to engage in the Specific business of designing, dev❑lcp in„ manc�ng and selling produces for the aviation and medLaai. fields, as well as aperaL'_ng, malzta'-i'_ag and =epa__ing ait- c=af=; and in general no makE, buy, sell, lease, impart, export, produce, repair, adapt, prepare, use and aehc=-rise deal in produc:s for the fields of aviation and r..ediciia in- cluding in par Li.cular products ,.,_ich LnClude 'e iGmed'_csi, bio- physlCal and and j.�OCUC=S tiC1G: guard the corgis-pu lt:anary sysce.^s of me=aLs and [o on.r,g_ in t_he operation, ma_necnance acd repair of air -eft any a1sG Lo design, develop , manufacture and se'_'_ a=___aft sys=e.=, cGmpanen=S, and aGCeszo7ies f❑= a_=a=a_= in Ciud_ng pr2ssu'r_tt- tian systems . \ AHTICLc I - icon 1_ The ze= of this lease s hail e '_`❑r a pe=icd of aGor❑;:_see £_=teen C—) years, beginning an March 1 , 1955, --d te=ina- - an ne 30� 1930, unless scone_ Cz—_zated fir. accar.daree :._ '_c_eir. Z_ An option Ls hereby granted to Lessee Ca extend ::he t..= of this agree-e^[ for any zddi[3 ena1 period of tine not exceeding [�R (10) Years prcvided Lessee shall give .r_tten notice c-- intenticn co eac_tac the op^.ion he_cim granted vi:hin the sixty (od) day pe r_Gd im.-cd_a:c!y precedLng April L of the yezr 1970 or 1975. The exercise or this n'Lion by Lessee s:a'_L be applicable to all of the pranises, cegenc(:r WiCn any - 2 - .f yTYK� fi4a .� �'•^�` 41-- iJ ovcvcn JC:_ , �n:C.`. •C _.11C __va tf��! b[ •[3ictl !v ._C c S-.by (G0) dcyi prier cv c..c axv::.:an v: ch.s :ccsc 3-_ .cnc.. L op c:an, L_ ez c:c_s cnc _cuu my curr_sc , arson_ - _ - fyve (Z:) yc3a, chcrmY oek_n� cha tnui C:_v .miih is mncc _,,•.. __- AR--CI. RE7AL -� 1_ I<ts ee _e coa ca pz, cv :essvr a: :caul Ler l.he _ , -_ bc'_:dsez _..e_>rvn the Pv ii vu_:C mvun vx: t Severn i:wusaaL E!�.] Hv^e:cd ➢v 1'_z_3 ({.7,300) per year. f 4r'c� ' +'r prvabic —rriy La advance !Ln xrwn vP 5_ 'ruv a_ca - r F__y ➢v11c= (5630) - Far - , .� a�na� of zinc �]usand c.i'_art (S3.c0➢) Aer yn>= �_.---- ar> _ ac ycc_ nr :nc. �+orc_ dred ➢c Lv� _ �rL Fr y __, pcyaS L[ aanrh_y L- advances _n a___n_r. Cir y _=dr.d :==y ➢ai:.= (sass). u I (d) Far znz _tr. (i..) Yec_c cr .ay per_a .hurt.= I _ 4 (c) F.r chc c.+car7-eve (25) ycnv3, v- any pvrcon rnr-c_-, 1LLiC3a.3� C�.0 =tSLL .b ==5. _C3SCC'S C1L3='SC __ :-� \4I iiC=ad .=`_ V__] :are, z==n chc rt..^_ sh]:_ he c3 cic:uF.ed by beard a; A-avided _. A_____c x fy- - Proraea rental payWcnes shall apply co u,y add,tior,ai �I land wh Lch shall beck A part of J.essce' 5 pvcr..iscs fduring the ccrM, or CXcanslon, of this agrazneat. (g) RencoL for addicianal facUiC_cs or build;,.gs whirr, :,ay b li added to Lessee's premises during the life, or cxccnsion, R of this agreement shall be established by ncgotiacinn as provided in Article XIX_ AR-ICL- 771 - RICHr S ❑F L=SS7? 1_ Lessee shall have chose rights, in coon wiCh ocher cenan Cs that are eat_-azra red La Article VI. Z_ Lessee sha'_I have the righz to engage in ocher aerenaucica business i_ he advises Lessor in writing ac -Past siszyj (60) da;;s in ac va-.ce of the dace on welch he intends cc ecezence such add_cianal business. Lessee shall_ ebca Lc pe zissicn fr..r Che Lessor (whin: Per_ ^ass'_nn shall not be unreasonably withheld) prior co xc_uaLly cngae_no in any ocher bum_ne5z, " rovided however, that Lessee cusc agree cc pay any add_" Cicnsl f__s cc ren Czls or cc ahz.c_ by any acd`_c_'onaL cond-__ins or regulazions c_.ac are =Posed an other ___.ar.-s engaged in a businctis s ini-zr cc Clue incenced by Lessee_ I= tiara be no ocher cenanC(s) engaged in a __'.SC bus4na5s, Caen Lessee Shall pay Coat a.....4.._ whin.. _E e rablished by . ego daC_aas between Lessor and 7esSce- 3. Lessor agrees chaz Lessee, upcn pay':no the rental hereu:cex and perfc=ing the covenanCs of s_iis agreesenc, r-y quieC'_y have, hold and enjoy ::he leased prerises curing she ce= cE Ch_s age^^-e_en C, r..❑ zhac Lessec shale'_. have she rigaC se use, in cc,—or, wi-; oc ers, Che public fac°l�Cies as sae airPerc_ Lessee shall also have __ghz of ingress and excess frcr -,' Cs Leased premises and the public facilities fc its ea:p Loyees, siCors and cuscam2rs. A--=__= __ - 3-S7RICTI03S ON 7=55I2 I_ Lessee shall be specifically excluded fray the riZhc se se'_` and/ar deliver auc=oc:ve or aircraft fuels and lubriczncs for use on the airport. Z. Lessee shall not sell, or br;ng on the airport to be sold, any :cods er bevcrapcs unless prior permission for such act�ivity has been requested and received in writing from Lessor. 4 - i ]. Lassea zha LL not cub Lcase any of tcs pccmLsez ar ocher riehcs on cue aLrparc ca any oche_ party, whether or no[ such be presently cenan[s of the aLrparc, wichouc cha wriccan permission of Lcsaor_ Such pe—piss ion shall nor be unreasonably uichheLd but may he conditioned an the payment of additional rants or an Cric agrccmcnt of Lessee and the proposed cub-cananc co additional lenac cond,[ia-,s as may be cons- dared by Lessor to be necessary far the procectian of . the rights all other airport tenants, the airport or the Cicy of ?a?a Spr'_-gs_ - 4_ Lessee agrees char no aircraft alters Liens, reb ui ld'ao cr repairs shall he sol'_c'_ted from the general puh lit or done for =e-une=a- ties except in confor=ancn with the privileges of a valid F: ' Approved Repair Station. Certificate_ RoaZver, this provision is noc Lncended to prohibit I_ssee from pzr-armi:.g any warranty services cpecif=ed is c oanecrie„ with the sale of new or used air_ra_t_ - AR=CLE 4 - CEL=GAT_.QN-S OF LESSc= I_ Lessee agrees, cithaut the genera Lisp t_-reef, to observe and they and to ccmpel any of his employees, envit:cn.s or s.h esa doing business 4-irh hit co observe and obey all sue: =�Ies and fleas of Lesser which are now in e5_2c_ e_ which may ncreafter he muloated, provided chat seta f-rtaer rules and regtt'_a[ions s:.al_ not unreazc:a.n Cant ylpt Aith t.-C praViS'_qn5 of S:Ls Iec52_ 2_ Lessee leas e%zm ned [he: Leased pr__._ses and agrees to accept them i their present ccad'_tion• Lessee a*- __ make crciaar , re- pairs as may be necessary frcm tame zu time to noc-[a is the Leased preaizea in goad repair and useab Le canditio-• provided, hcweve�, t__ the test of any _e?a-_s or a'_=era ions necessary to --orate n strut -a: . de Fcct in or about the Leased premises which ray he required to per-_t reasonable uciliration of toe leased ore_ises and facilities by Lessee shall be borne by Lessor and Lessee equally. 3. Lessee agrees to provide ics ❑''n janitor and cleaning services and to -maintain its leased premises in a clr.an, orderly, sanitary co ndicion at all times. Lessee shall also provide for its trash removal at its own expense. • t 4. Lessee shall arrange for all utility services and pay [cc Fueh acre tens on its lensed pre-mises, 5_ Lessee, in the opera Cions CO hr. COnduccCd �111'suanc co Lhe Provisions of this lease and oLherwisc in ehc use of Chc airporc, shall nor discrir;iaacc or pc-=ic discrininacion a8ainsc any pc- on or clan; i of persons by reason of race, color, creed or national orid_n in any canner prohibited by Part 15 of the Federal Aviation Ragulac'_en_ or any amendments Chereco_ 6_ Lessee shall furnish ins and/or services on a fair, equal and noc un uscl discriainato.. basis cc all j y —y uSCrS thcre- of, and it shall charge fair, reasccable and noc unjust'_y disc_=inatory prices for each unit or service; provided, rhzc the Lessee shail be alloared cc rake reasonable and nondiscriminatory disccuncs, rebates or oeher s_i:_ar Cype of price reduceions to vol-cle ?urcrasers_ 7. Lessee shall Wake its acexY.o 'c._z._ans and/ar se=-vices avail- able to the public an fa_r cad reasonable cars wi Ccue unjust dis- c::imina[ion an, the bases of race, ..reed, calm or national origi 8. Non-ce=p Lance with Provisicns 5, 6 and 7 just above snail c ans situ tc a ra t_r.a'_ breach of this lease; and in t:'te even[ of su con-cc,-n 1'_.:ace, Lessor shall have CHe right co and the esCate nercby =reatad __c..out liabilicy c^erecor; or the Lessor or the Gniced Sea Cas shali have the r'_gnc cc judicially en- force sa'_d Prav_sians 5, 6 and 7. 9. Lessee agrees to L_serc Cie cur pravis tans of Paray_apha 51 6, 7 and 3 juse above, is a-y leasa, agra_e=eac or coarac_, by vnicn the Lessee -' g-anz a r=oho or pzwi ege cc any perscn, zi—i or cn-para ti c. co render acco—oda_ions and/or services to cce public an Che premises h_r__n leased. Ifl_ The Lcssor reserves the right, but is not: hereby obliga�cd eo the Lessee, to maincain and keep in repair cne landing area of Coe air?art and all pub licit'-owned facilicics of the airparL, Logethet wii:h the right to direct and control all activities of the Lrssee in this rcZard. .` 11. Lessee shall eo.^piy with the nocification and review reeuir - 6 v cncz cove-cd in Pcrt 77 of tha Fcdcral Av La ti an Rcgu ilcians Lf any future structure or 'ouLidirg is planned for Cho lcasod premises, or in Che even[ of any planned eodificaCian ar a1Cer3C`_on of any present or future build:no or szruazLLzz cizuzced an. Che Lca-: d prom's c.c. 121 There is hereby raLcrved to Che Lessor, its successor and assigns, for Che use And benefit of the public, a righc oP fll;;nt for psssage of aira=aft in the airspace above Che surface of the premises hereby leased toge[her with Che right to cause or ar'ou in said m_rspa- Such no2ze as coy be inhereno in the ove=all opera Cion of aircraft, not k-.oxla ❑= hereafter used for rav_ga Lion of ar flight in the air, us'_ng said airspace or landing ac, taking of_` firm or apesCi'ig an the ?a L^ Springs Municipal Airport_ 13_ The Lessee, by accep c=.-,g this lessa, expressly ag=eesfor itsel`, is successors and asaigns C_.aC it shall net Bract nor pe^it the erec_ien of ar.;✓ q-= c=uza or ohject nor per^__iC the g_owuh cf any tree as Che land 'eased hereunder above a mean sea level elev:.C_ac of SCO fe=_t. in G1e e-.rent the aforesaid covenant is 6=2ached, C:le Lance= reserves Co enter upon tl.e land leased hers idar and tc ra- move C e of=endcno stticture er abject and cur the of=ending c::ee, a1_? of uric: sha'_'_ be at Che expense of the _essee_ 14. The Lessee by aaceocj:-- t-.'is Lease e:trendy agrees far itself, i't> successors a._.. asz Lgns Chat i= Shall zoo: make use of tie leased pram_ses in any ca..-.___ ..a'_ch mit c ista=fere :;i Ch [he and ❑f- of aircra_t _=C= ?a I-- Spri-as Munzc aL n_=part ar Gz'"er vise tors t=c.ae a ha.a=d_ In the evert tu aforesaid covenant is the Lesser reserves the rig hC to enter upon the przmis es he=e6y leased and cause C__^.e abatement of Such Lnt__=erence at the sole expense of the Lessee. 15. This lease and all the provisians hereof shall he subjent to uba Ccve- = t the United Stacey Cave—menu nc-: has er in the may have cr acquire, off ea ang the control, operation or of this airport or Che exclusive or nor.-exclusive use of Che a'irpart by the United Stases during C.^.c time of car or national emecgrncy. 7 AR-ICIE VI - LI:E:E R-CRTS XCN-CXC�JS r`,E Hoch Lng coacaincd in this ao:rcr..ene sha Ll he construed co grant or �I authorize c;^.c crsncimo of an crc!us ivc =iE;nc wiChin ,ne meaning of Section 303 of [hc -cdcrnl AvizzLcn Acc of 1959. " Rig`.:rs' in Ca..-=pn with Othcrs: Lessen shall h_ve rho right in others (ezcepc c er cif ica ted by the Civil Acronautica Eoard to se-vine chc ai_perc on. a pub Lisheti schedu Le basis subject to the provisiena of Article -VVi) to engage in [he following sotivi=ies at the airpar=: (a) The occ_aa ro repair, cinema, condieion, inspect, ae_vice and ca ke alterations to aircraft, a'_c..rafc engines„ propeiicrs and apn Lances, lac Lccino the rep:w al of engines for uaajor cve_ act and the actual ❑ver aul of eng Lees and as agreed i� Article tiJLL; (b) Sale of parts and .__=__so__e.. for aircraft, aircraft cnginc5, prone'-ars and appliances; (c) Sa_c of a`_—en suppLicS; (d) iiaaEc__ne a_.., stcr_ng ❑: wirer.._'-, (e) oe?a lriao, cuinta iai-b, sz'_1i�g a-c ias ca ilz_g a�_cra e1==- Lrenip eqn 1p=ent; (� -he ap clan r_❑ store vo.=t__es rased In [he noz=aL ccncuct of an ae^naut xa_ bus Ness but npt for .esalz or deiivarl to - the pchLic_ This pr_v__egg of storage gra_ ::ed only by Sep— agate of .-._r?ort Director upon approval O- Marz:ai and upcn pz,^ent of acdicional ren[sL or fees based upon races to t:.cse paid by o[ner usa=z at the airpor7_ (g) Such pc c_ ac__.ri ties as are i..a idcn[ to the opera[ion er a general c c==e—ial aviation business_ AB`C�E v-- - L=55uR'S ?=Scn�lED RIG2"S I- Lessor Lesso_ reserves the right to _`ur[her develop or improve chc air- craft operad.no zrca of the airpert as is secs fit and co ca;;c any action is considers necessary to protect the aerial approaches of [he ai_po..-c against obscruzcLonz toCczher with the r`_ohc to prevent Lessee from erecting, or pe^il[ting to be erected, any buLldir,g ❑r other StrUCCUre - 8 l 1 on the airparc Which, in chc opinion of [,a Szor, vauld :unit chc usc[u1- ! nos-, of chc airport or conscicucc a hazard co airesCr. Z. During chc cir..e of war or rational Cmarguney, Lessor shall have the riehc ee lease chc airparc or any par[ charcof cc ci:c United Sc_cas Cove_^..cent for clLlirary or naval use_ If any such lease the provisions of this insccvccac insofar as chcy are inconSit[a,t viI_h the lease cc chc Gave-creme shall be suspended. In such an even[, a just and propart Lonare par= of the run[ hc_eunder sha11 be a'oaced. 3. Any ocher prowls Teas of r:^is "ease no rwi tbz rand Log, this lease sha-11 be subard_aace co ahe provisions of any exisczng or fuL1Se agree- ' cent between Lessor and nhe Ua_ced Scares relative Co the ❑peraciaa or ,:since^once of the a_rporr, toe ce--s and ex ecutLea of which has been or say be requ_red as a candirioa precedent cc chc expend'_=:re or re_s- hurseceec to Lessee of Federal _•,_-ids for t..e developceat of the a_troort_ 4. Lcssor, g rhrouh its duly auzhor_zed agent, sha"1 a[ a13. .` � _ass have c_.e fu'_1 and c.rescr_cted r_g= c❑ enter the leased prP�lsas far the purpose a_ =nspec__on cr sa-r_tc.-.ance and for the pease of do_r.g any _nrl a1'_ t __ gs ❑h"_zaced and has a r_g'z r cc co u.der to=s azre=cenc_ FT- -_- g_q-7r,�7 OF *TScS 1_ Lessee agrees t__at no cajer repairs, pe—,nent ar_reret_tns ar new cans c_,:c cicn vi11 be made co or an the den_sed pre_..a rece_v_ng Lessor's approval, wb_z.ch vLll roc he u..reasonably v-_ - held_ 'r.,owever, such approve_ _-y be caat'_ngent ups; approval by Lessor of plans and 5-yyet-__cs[_cns for proposed project as well as othzr condic_ens cars_gored by Lessor to be necessary_ Ieed_ately %pan car. ple Gen of the rcpa_r-, aicerat_es or net: cans c_,cc'_or, Lessee sha'_i present cc Lessor for exnr.._za Lien and approval a scate=eac of the "Cans crs cicn and/or n'_reratLan Costs_" Where such alterac_aas ar con- ar=zczon have been =ado on bc_ldiags ocned by Lesser, Lessee shall, v'_chin eh_rty (30) days folio-in; eccplccion of chc alzeraeicns cr cans cruccion, present cc Lcssor a cc-plece sec nF "as bui'_;' drauiaSs in- cluding, but nor necessarily 1=iced co, p'_u...bins and electrical sysc=,s .. i 2. In chc even[ ch:c Lcssce m:akcs alterations or Lcprovcc.cncs a£ I tie lcsbed prcmises, Che use thereof sha'_1 be anjoyed by Lessee du_i:o the z,�._., g cc-= of this agrccmcnC vi[houe Chu pnyncn: of additional rcncal chcrcfov, buc such alccracion or bcca=c the I j property oL Lessor upon Che exp L-a[ion or ccraination of this a rcenanc_ 3. "Construction and alteration costs" for Che purpose of this agzeeaen[ arc heraby defined as all mcney paid by Lessee for actual d ro�_[zan, eonscrucz-on or altcraeian, including areiicec[ural aqd engineezing cases plus per[inen[ fees in connecc'_on [herevl.ch. GA?.iICL= TX - DIE?LAY Or 5TC;NE Lessee shall hat erect, ca:n min or display any sins or o[h ez , ndverc'_s L^,g at or on she exterlor parch a-, the lensed premises vi=hma:: i __rst cb[aining the arietcn approval ❑f Lessor, which approval shall not be unreasonably wichield_ ART---CLE -X - TUTME OR A➢DTZIO';AL ?R!STEPE if Lessee stall ac a future cacz _-quiz_ additic;al land, ..t=_c_ cz other iaaidn s_ cce for t e Conduct or his busi_ess ac __.e airport, requasC shall_ be given aqua'_ considecat_on with all requests at t:at cir,e pending far use of a, prapriata land, office or other -ns zde space. - AR-TCL YI L LiabiLi Insurance. Lessee shall procure, and oaincain in e5_ec_ mar the ce— a= t_._s agreement, cacprehensive pub L_a 1iaBi Li ty and property da.-sge __surance covet ,g 'IL of Lessee's ac-_114__es and leased pzerises at the ai>>or_ and soeci_'ica'_lp nac,ing the City of pain Sor ngs as an addi[ia:al i_su_ed an all of such policies_ :he Iin`i cs of _..abil`_-=y for sue =.sczacce shall nac be less tSa r. :hzee ;...adred , TYlcusaad Dollars ($300,000) far iaju_y, to each person and one ;til'_ion ➢,liars ($1,000,000) for eaci ac cde:c. Lessee shall also precere and ca_nca_: in effect for the -err.. of chic agreement far each aircraft - a:.-Ted ar regularly used is his business, alreac: liability insurance in eie amount of Fifty Thousand De Llars ($30,000) per seas for passengers and caw and property damage insurance of no: less than Four Thousand Dollars ($4,000) for each ene thousand (1000) pounds (or fcaccion chart- of) o£ =ax?mua gross 4cigh: for c.hich aircra-`c is ccrcificazcd co ope:a_c, or Fifty T.`•o usand Dc laars ($50,000j , vhicheve.- is chc Drrater I 10 - ill amount, for each a'_rcra.t. ' Z. Fv-e ir,c'-:c:n cc. Lessee a4a 11 aiso procu:c, and �,tn[.an in e ccct for chc t-— of ch-s agrcamanc, fire and escended coverage in- I - I _ zurance for all City ouned buildings on the demised prenises in an aeounc' �. I equal cc ciohty percent (3071.) of the insurable value oL said build in :. and i_7pzovencnts, speci-`ice Lly caning Lessor as an additional inau.ed the--eon. Sot, the Lessee and the Lessor d❑ hereby mutually �;a the any right cc subrcgat_on against each Scher for any fare damag 3_ In the alter a dve to Paragraph Z above,' a[ Lessee' s -equal[, i I� Lessor shall procure and mz'_ncaia in effecC fire and extended coverage i insuranee an tie lease^old i_,rarest involved here``L­a and "-cad by the C_=y of Pala: Springs. The Les-ee sbal= be requ_red to rei�hu sa thn C_[y i-s p=ora[a share based an [hc value of the bu Lld4S and/or spree occuoied as ev_eenced by stare—act of values filed by C_[y vith Paci_"_c li r_rc Rating Surcau. 4. No deer of _ __ cer`==ed cony of each policy, or a cert=f i_�:.. evadenc_-y ,.he e_cistence theraef s:,a'_1 be ce'_'_v eyed to Lessor .._thincan (1C) a-;:s a=ccr t^.e execution of •._ lease_ =ach s::ch cony or cer____cate shall concz_n an erdorsecenc the insurance carr_e_ cc =,ruins:. Lesser at lerst c=_a (10) days' not-ce of i. any _ntendad aance_Lat_aa_ h: In the event of dotage c or des tru Lien af, all or nay part of t_e buLldir_gz cm the de=`_zed premises by f_re or Other insured casually, which daeage. render all or any part of the buz.a_.g or pre=`_see uaf_t I for n❑rcal use, [he sa-e shell be repa__ed or _tans trotted with due . d=ibence by Lessee but only to the extent of the Lnsu-ante proceeds I� available cc Lessee under -he insurance policies required to be m2Ln- I� . ta`�ed under Article XT, move_ In the event of da=�ge to of des t-uc�La: jI of all or any part of the buildings or de-ised prerisez, the r_nta_ pay cents due under Article ii of this agreement shall, du-in; chc period y that such bui'--dings or prec:ises arc unfit for no--sal use, be reduced - by the ratio that the value of the daubed premises bears to the value tI • - 11 - I of ehe e l. leasehold inceres: as is exisccd L cd`.a Cely prtar ee i the loss. Anv Ycrs_rs or rceans:ructio: by Lcssce hereunder shall be In accordance 4.z: p:cas and sped_:ccC_cns approved in yr Lzint; by Lessor. ARTIC- XIII - L)';1::'^;I^C Lasscc sha'_1 indamnify and hold ha^lass Lessor from any and all de_nds, losses, '__zh ill ties ar jud Qacncs, cogecher vita: costs and expenses incident there:❑ w:^,ica may ace_ne against, be charged co, or be recoverable Pro_ Lessor as a result of the acts or cmissians pP Lessee,- iCs c_plovees ar agents _ Lessor shall g:✓e co Lessee pro-pc and ticely nocice of any slain made or suit inst_Cu ted which is any uay, d=-ec:Ly or indirec:Ly, canziagenzly or a:herise, affac_z or n ighz af_ecC L^-ssee, and Lessee shall h9ave cha rigac co ccmprc:ise hr parzicipa:e c_`:e defense of the same to --he e%tea of _:s cum intcres Cs. AR=1CL- XIV - C NC2LLA.TION CH =RICR . .. TLdya I_ If Lessee shall. default i_-c r_^tat �aymenzs hereunder, or de- fault in its cz_,,er ab L'"gazicns ender chis agreemenz, or be adjudged 'p anlirL•pt a= i nsolva-,C (which shall be' Cansfder^_d a de_a,_I:) and su'n d^_fau'_C saall co:zi a far t_.___y (30) days Heine_ in tar___ taareaf has been g_v ec by Lessar, :flan L=_ssor �.y serve Lessee : C_ a final :.r_tten noc=ce rzcc_r_.g Lessee :a surge ice= `-,__ enz_re aren_ses vithi, three (3) days if _cc'a de=au'_= _s neC wHally re_ed-ied -_ the zhrce (_) aay per-od_ - Z. I= for any reason Lessee or Lessee ' ., cuczzmars are [tindered or unrcasenably praven:ed f=n= e_erc_s_no Chu rights granted to Lc by tail agreecen C, and 51:oc_u such ccnditian pers_st Chirty (30) days follaving clue Hat-ca in ar_eno Chereef by Lessee, chen Lessee may a- any ti_�e zhereaf tar, upon 1:z=ee (3) days wr__Cenocice, declare Chi agreement, to be :e_ina.:ed_ In such even[ Lessor s;.al'_ be liable Co - Lessee for the unamor diced bslance, a� all ccns:ruc Cian and _rpraver..enc casts expended by Lessee an the demised premises, in accordance w:ta the de_`imition in Article V=II, 3. 12 - 'I 3, Lessor and Lcsscc Shall bc[h be rcics:.cd L. tat ever„ t::nC n ` I � United Sues gover__er.tal agency nha 11 cake con[re_ of L.a entira � a Lrparc. i 4. The c:n= nacten of this agree=cnc by ci[hc_ party shn1L uac I , I coos titu[c a vawcr or estoppel and shall not prevent: suit Sp- either I party cc recover lawful dzn,.,Zes occasioned by the actions of c a i other party. In the cvcnc of a lawsuit to dctc^•Lac li.ahiLicy or d aeages aril-'ng etc cf t.-.Ls afire emenc, the prevailing party sha l'-. he I er.t`_cied to =ice'-ve t.'1e cost of reasonable attorney s Pees a: ndd_t:on I to dzcaEes axa=dad by the court. I, AR-IC:c nV - ASSIC'.^-:'.- O= Lessee snail not assign [his eg�eeaeat without f__at ❑ctainLno the prior ur'-tta- ce.7sent o: Lessor, whl'ca_ consen[ coy be vit_hzld °or cause. F.e.Never, the Lessee =ay assign ::-45 ag=eener.t 'to any entity corc=olLag, controlled by, or under ca.—or cant=ol vah Lesaaa- -aichcu-t cbca'_n!ng the ccnsent of Lessor; bu[ in such case notice of assign_ =;: shall be gf-ven to Lessor .._t.._i`c tam (10) days after =a Zas_e =ant_ . OircR r !c] 3A5= c7E3=Ogs It is L'ndors tcod between the pa=t_es hereto [-lac 7 -ZZor rctains �_ne p=Lv'leza of e^ze=ir= __ zo oche_ ag_eem.encs WnIcn a=or:.,__ _ne . _=oar- '' • zZes but only L'nen te_rr:.;C C:r=Z=C'_21 use C_ tZe a' _ _..�___ � --hose e;aendcd tC Lessee_ However, Lasser covenants nOt Co enter Into any sr.Lia_ ag=ee_ent with respect t❑ t^e a_:part cc.calns ===a favorable ce^s Diu,. _ts a.g7camer.� a-�th Lessee or to o�:ant co poccntial CC�peti tars of 725see p__V_LZg23 cot he=ei❑ aL•t hor__eC ,....__Ss tn2 sa=2 are cor_cnrr2n['/ e:¢andzd to Le<_sze, exc lud_nd the negc�iated va l_ce of lard. _ A?`LC:.= :C`!II - -=C°6=- uf.=\-- :.t:C" =nCT•T __./ . Lessee agrees to c if it so elects to establish an aircraft -aSn- tenznce facility, iz shall at all t4.es during the term. of this ag_ee- cecc Cain=in and opera[e said facLl-Sty in'accordance ci.rh t:hr. scnnda:-ds ■ec Ecrzh for a Federal :.viatica Agency approved repair static-, as out- lined in FAr. ::ar.ual No. 52, as amended_ (or a supersed_ng publica--Lcn) , a Such a facility shall include a cnxirum inves[men[ in cquipcent and in ; _ 1 ventory, based vpc❑ the original cost price of such equ Spmenc ccd in- ventory, of not less than One Huodred Thousand Dollars ($100,C00) . 13 ' AHTICLC XVi1T - X:1TTC'.:S AM CC:i5L'7S AND 1. TTOCiccs: ' A bill or scac=aaC, or any noCiec or co.-qunLedtian uh-mh LcsCmr I :. . y dcsira cc Five Lessee Shall be deemed properly p-csenccd if rho I came be in uri Ciao and be sent by reCir.terad or certi_`icd csil , addressed to Lessee at Chu address spec`_fLcd on Lhe first poCe hereof, or ac Chu address Lessee may substitute therefnr by notice to Lessor- Such se-mice may also be ef_'ecccd by personal delivery at such address or to Lessee' s represen CaCwe_ -he time of such service sba-- be deemed to be the time vbcn the same is mailed, left or de_ivered as herein prov" dad_ Amy nat:.ce £rc= Lessee to Lessor shall be validly Ziven If sane by rcgissrcd ar ccrti`icd mail addressed to the Cl -y of Pa1n Springs, Ca'_=-orn'_a, C'_cy Hall, ?a:.= Springs, Calif or at such other.address as Lessor shall be=aa=ter designace by nc Cue to Lessee, All may-encs s culd be made payaole Ca the C'_cy of 2alr Spr'_ags , - 2_ Cansc-cs 'nd Anmr=va"_s: Censznts and app=ovals as =zcci_ed under this agraa:zanz shall be in s:;all not be unrca_un sa Ti ' n be dee_ec Cm tza a bean va;- uc,ess 4, =4in =ty (30) days a--`- =ace of cr'_Cten request £_at: Lessee £er sec^ consent or apmroval , Lesser shall have given Lessee a _tt-n reply re`_us'_ng or actien on such co;sent or annroval and seating its reasons £a= such =e_`usal or uit_hm id;ng as action. AR-7C- :a - AHD_TRA i�0V In the event that Lesser and Lessee are unable =o agree c._th respect to negotiat Lars stipulated i= this lease cr with respect to any d'_spute than ray develop concerning provisions hece'_z, Cher. suc;. dismuce shall l he stbmitted to arc--ranch_ Each party shall appoint one arbitrator, and there two arbitrators sha11 appaint a chi-d arbi_ator. Said as tracers sha 11 hold hearinCs and receive evidence trap both pan ics according cc the rules of the Aaericar. A=bi-ration Association and the .' lays'of the Scale of California. Said arbicra,-.a-s shall arrive aC a decision and that decision shall be 'o finding upon the parties hereto. She cost of any such a;bi:-n gun sh211 be borne equally by both potties . 14 - I ARTICT.E XX - BCCtiS ANO RECCa DS i" Lcssce aZrccs co suhmLc co Lcssar by Cho cucnc:cc:^, (20[h) day o� each month a dczailed scatenen[ of all- business done ac rho airport dur`_nv the previous month, for which fees or pay-cots cc the City due. L Lessor sha'_i have the furchcr right to inspect [he aecounn-na record:: of Lessee at rcasorab lc ci-es and shall have the r,-ghc to request a copy of any reccrd kept by Lessee which is in any way refaced cc this lease. Lessee shall to Lessac each year a copy az its annuaL ce=[if Led audited report as soon as reasonable following close of ez¢ch fiscal year. iN VI=ESE tir.EdECF, the parties hereto have caused Giese presents to he e] ecuzed on t.^.e daze Lm.__C:ted bolo'.: Ch' OF FF-L: S? CCS, CAL_rC :C s. F. D_ AL=-,?=-- IC.J cy 24ar =-r APPROVED AS 70 = , !: B73D S?S E i-Q'.-'\CLCC7, INC. By —miry �.[cor_cy i -F/resdiue.c </ Dace By 6cerecarj_. 4 /-' B P.D COB?Ca -7 � V By Bv iSecret ry = as_ COM= Cc CON-?.A CCS-A On Sun�Z4 1 14 66 before ❑ ::.e uads_s Lgnzd, a ?vccary _ -_- anc a sa_d Scace perscna L':y appeared cT T-.. �„�,,� knc*- to -e cc be -he ?reside-c, k-.aim co me to be the Sacra-a-y of B_KD S?nCn u[vG�", LSC_ tacT2aracip• [__t executed the i nscry:.cnc, on Se calf of the CcrperdtLcn herc_n na_zd, and aokna::ice-ed cc .-c c 'c Seth Corperati et. executed the wic. in _ns trcment pursaanc. to :cs by-laws or a rasa Lucien a_' its board cf dircccors. W1=:=ESS my hand and official seal- _, o[ary 'up uc in -nu :or sa in 5 ca cc ........................ fnY Cummissv.F.oe.e.Fed, ]C, 17 is my Cc..'m Lss ion exp, -c5 (Ccrc Lficazion for BIRD COUDRA.10,i foLlc_;) - 15 - 1 _ S`'ATZ OF C.SLFOnNiA . : 6a . COLT,'y Ov CONTRA COSTA On Tune 7,1 19 66 before mu, c c undar- s40.Z=, a \c c:.ry r::u uc in ana c-yr cn ❑:iac SCnCC, pctV .:17.y cnrcnrcd kT_ L.. Pai�udo rl 'knorm to me co be the r`cs id Ln an❑ nu!c:,�?t. J=��h known to -e to be the Sr=ccary Of H-:i�CO:.cU2.1`_iu:: t_c orpo_=__an cnot executed the wich'_n lns tr'�-.ear, an hc.'=l_f of =hc .Corpora de herein nmmcd, and icl-.ow Lcdgcd to me t: t such Carpc-_G_c: e::ecuued t':e v--z a ins t_ument pur_uanC to its by-ini:s or a resclunicn ❑f _=5 bcard oL direCCprS. V-.7AS5 my hanc and official seal.----------------------- - WiLLIAL R u scary :uotz^ anc for Cv+,: Cho Lz:Y �v✓ vas. � ci:..v� SC3=0.l1 Cs..++.k..Era:�a r.S.M. 147: f ------------------------ Hy Cr W:.is.,ien exn.res T 16 - 1 . •, IIFj� I° IL [ p `wl11 it It• �r• l` I '�( - 1 II I II In lx 11 n ,I c �• I c I , la II 1, „ I: i; p l�' II �l N 11•II , U P II p - 1• , � '��� � � la pF 1 ' II 11 IUh b Il d Ir ❑ II II 11 4: II'i l In IJ.. .0 11 n n 1: tl lJ IJ II I I�, � � 1 .. `n�a IJ n �i w a �i � iI• ii ii o n o l i' .l IJ �• . .11._ , �' .. � � P IP ❑ II P. In II I f „ ( N C] p (r ]: J I: Ct ,1 1• 11 r Ir hJ II !1 l 41 1 �, •1 I•,��p'� i a l f` 11 U P P U 11 b it Il n 111 _ '.. �1 � ' I.I � ` � i,. r;l \. J1,'�i: . :.�\ •�. � ' � ��•1 1 I� I �I {r 1 II Ii � N '�* 'I � IJI II 1 11 ' I f I n M1 o r p IG I. .c p tJ p Lr I• II V n 'i �' IJ' : Il I Il P. I I I I G• O L ;I I I p • _ ' %� � ' •' ❑ 1. VI L I II b, I I1, r fl 11 I'I 1Ne I! ;�'.l ; '�,. �. f�,� ... 1 \,' .. �. 1 � ` 1111 I II ii n •h ilk ii rIL 4J li i; I` Ir �I �; II1r ` .. ' ,�� tI '1 . 1•. 1ln `i_ 1:. 1.' 1� rt � It � 11 ll IJ r r n J II 'I II (- V C ❑ •I' l i ; _ I PI II H L 1 f' ir 1.1 t; a Ir r n f1 r � . - I �,. � ,. I,. ' I , • ' li<�I • 'i .. �' lisp � 11 p, CI fl .r ;l U f^ p III' i Il tI it n `� 61 t' i t\((• { r Ji • ; � , •1.•I ' ' 1 ' .1 II Cl 11 N - •. IL 'J I It II L l '. - ..I :.+, . `' j ; ' '.'I: ;•I .1', "�l. I Ix P. lr. II II l ., 11 I ❑ p n li I i, ' fl tl o Ip 11 ,•,` 11 ' N p I* II p II C li p N 11. L n n it J� I' i ' 1 �] -� I n. II' la li I' !I I• fl ll'' Li 1; 4 :1 I, � ] N it N b• U rC . •, it ii 14 J n P � G i` li I. - - • �_-.,_,ate;/S- ' +/� / = _ .. ._ � �' - �. ... . ._ I - � �`.$''JJY�/ �'_:/.lam i �—�,G�=S- _�--_. - -_-__ - _ c_ �� _._ • r.,a - . Al wl "All E:XHIQIT B MINUTE ORDER NO. 3859 CONSENTING TO A SUBLEASE OF THE BIRD CORPORATION HANGAR TO SKYWEST AIRLINES FOR MAINTENANCE OPERATIONS UNTIL THE SKYWEST MAINTENANCE FACILITY IS COMPLETED. I HEREBY CERTIFY that this Minute Order, consenting to a sublease of the Bird Corporation hangar to Skywest Airlines for maintenance operations until the Skywest maintenance facility is completed, was adopted by the City Council of the City of Palm Springs, California, in a meeting thereof held on the 7th day of January, 1987. 'JUDITH SUMICH City Clerk Lease Agr 452 assigned from Minnesota Mining & Mfg Co. to Bird Products Corporation Res 15341, 11-20-84 CONSENT TO ASSIGNMENT Lessor has received all rent payments due under its Lease with Assignor dated June 24 , 1966, and Supplemental Agreement No . 1 dated July 18 , 1974 , and agrees that Assignor is not in default thereunder as of the date of this Assignment. In consideration of the Guarantee Agreement executed by Minnesota Mining and Manufacturing Company dated November 12 , 1984, and the assumption of said Lease by BIRD PRODUCTS CORPORA- TION, the undersigned Lessor does hereby consent to the foregoing Assignment . Effective Date : November 1984. CITY OF PALM SPRINGS , CALIFORNIA BY ✓p,' NORh AN R. KING Title CITY MANAGER Date— mnv 2, q0 QPA APPROVED BY THE CITY COUNCIL ASSIGNMENT OF LEASE In consideration of BIRD PRODUCTS CORPORATION' s assumption of the Lease as stated below and for other good and valuable con- sideration received and which is hereby acknowledged, MINNESOTA MINING AND MANUFACTURING COMPANY, a Delaware Corporation (Assignor) hereby assigns to BIRD PRODUCTS CORPORATION, a California corporation with an address of 3101 East Alejo Road, Palm Springs , California 92263 (Assignee) , all of its right , title and interest as Lessee under that certain Lease Agreement No . 452 dated June 24, 1966 , by and between CITY OF PALM SPRINGS, CALIFORNIA (Lessor) and BIRD SPACE TECHNOLOGY , INC. , and BIRD CORPORATION, now merged with parent company , the undersigned MINNESOTA MINING AND MANUFACTURING COMPANY, as Lessee , and that certain Supplemental Agreement No . 1 to Agreement No . 452, dated July 18 , 1974, which said Lease and Supplemental Agreement No . 1 pertain to the premises located at Palm Springs Municipal Airport , City of Palm Springs , Riverside County , California. Effective Date : The date City of Palm Springs , California grants its consent to this Assignment . MINNESOTA MI ING AND MANUFACTURING COMPANY By Title ASSUMPTION OF LEASE BIRD PRODUCTS CORPORATION, a California corporation, hereby accepts the foregoing Assignment , assumes the said Lease and Sup- plemental Agreement No . 1 and agrees to perform each and all of the terms , conditions and covenants required of the Lessee therein . Notices under the Lease should be sent to the undersigned at the address opposite the undersigned' s signature . Effective Date: The date City of Palm Springs , California grants its consent to this Assignment . BIRD F-R-ODUCTS C R-PORATI_ON By - �,� Title ,r- GUARANTEE For value received and in consideration of and in order to induce the execution of the Consent to Assignment for that certain lease dated July 25 , 1966, between the City of Palm Springs , as Landlord , and Bird Corporation, as Tenant, for the lease of Certain City-Owned land and buildings located at the Municipal Airport (hereinafter called the "Lease" ) and other good and valuable consideration, the undersigned (hereinafter sometimes called the "Guarantor" ) , having an address at 3M Center , St . Paul , Minnesota 55144, guarantees to the City of Palm Springs (hereinafter called "Lessor" ) and to its legal representatives , successors and assigns , the prompt and full performance and observance by the Assignee , Bird Products Corporation (hereinafter called "Lessee" ) , of all of the covenants , terms , provisions , conditions and agreements required to be performed by Lessee during the extension term of the Lease which term expires June 30 , 1990 . The Guarantor shall have no right of subrogation , reimbursement or indemnity whatsoever , nor any right of recourse to security for the debts and financial obligations of Lessee to Lessor, unless and until all of said debts and financial obligations have been satisfied in full . Notice of all defaults shall be given to Guarantor by registered mail addressed as follows : Office of General Counsel , 3M , P. 0. Box 33428 , St . Paul , Minnesota 55133-3428 , Attention : Daniel J . Shapiro . This guarantee shall not be effective if the Landlord consents to , any modification, supplement, extension or amendment of the Lease without first obtaining the written consent of the Guarantor . This guarantee shall remain effective only during the current extension term which term expires June 30 , 1990 . This guarantee shall be governed by the laws of California and enforceable in California. MINNESO'TA MINING AND MANUFACTURING COMPANY, Guarantor By : , / M. Adam Division Vice President Medical Products Division/3M Dated: November 12th 1984 STATE OF MINNESOTA ) )SS COUNTY OF RAMSEY ) On this 12th day of November , 1984 , before me personally appeared J. M. Adam , who acknowledged himself to be Division Vice President of MINNESOTA MINING AND MANUFACTURING COMPANY, a Delaware corporation , and that he as such Division Vice President , being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such Division Vice President Notary Public aAmvuvvv, 4`eh.NW'ned NsehlJJf�1l Mv'W' } tt4e Pift/4�'tFVtf+�RF`"nnnn�nP f:��' i•;'^nNSih"-- RESOLUTION NO. 15341 OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING ASSIGNMENT OF LEASE AGREEMENT #452 BETWEEN MINNESOTA MINING COMPANY AND THE CITY OF PALM SPRINGS TO BIRD PRODUCTS CORPORATION. WHEREAS the City of Palm Springs approved a lease of 3.99 acres of Airport property to Bird Corporation for certain manufacturing purposes; and WHEREAS said acreage was purchased by Minnesota Mining and Manufacturing Company, in January of 1981, to carry out those same manufacturing purposes under Lease Agreement #452; and WHEREAS the Minnesota Mining and Manufacturing Company desires to assign Lease Agreement #452 to Bird Products Corporation, a California corporation, and is requesting consent to such assignment; and WHEREAS Lease Agreement #452 provides for such assignment under Article XV, NOW THEREFORE BE IT RESOLVED by the City Council of the City of Palm Springs that the assignment of Lease Agreement #452 to Bird Products Corporation is hereby approved. ADOPTED this 20th day of November , 1984. AYES: Councilmembers Birer, Foster, Maryanov, Smith & Mayor Bogert NOES: None ABSENT: None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA By s/J. Sumich s/Norman R. King City Clerk City Manager REVIEWED & APPROVED �7 r _ LJ�l u U L' i 9M Cr,ntrr JhI I I IS191 SI Paul' Mmi d b5101 612/7331110 FINANCE DEPARTMENT January 6 , 1981 305) RECEIVED City of. Palm Springs JAN 1. Finance Dept. , P. 0. Box 850 Palm Springs , California 92262 Re: Palm Springs Municipal Airport - Leased Premises Gentlemen: Lease No. 452 , 807 , 452A Please be advised that on November 10, 1980 , the Board of Directors of MLnnesOtn Mining and Manuractur .inq Company approved the merger of Bird Corporation , your lessee, with the parent company, Minnesota Mining and Manufacturing Company. The merger is effective as of January 1 , 1981 . Pursuant to such merger , 3M has succeeded to the interests and obligations of Bird Corporation in the above described lease and fully .intends to abide by all the terms a'nd conditions of the lease agreement. In the future, please address all notice regarding the lease to : Office of General Counsel 3M Center, P. 0. r3ox 33428 St. Paul , Minnesota 55133 Attention : Susan C. Laine , Esq. If you have any questions regarding this matter, please contact Ms. Laine. Ij urs truly, M. Adam vice President JMA: kmm 30 b 2 SUPPLEMENTAL AGREEMENT NO. 1 TO AGREEMENT NO. 452A WHEREAS, the City of Palm Springs, hereinafter called "City" or "Lessor" and Bird Corporation, hereinafter called "Bird" or "Lessee" entered into Agreement No. 452A on or about the 28th day of June, 1971 for the term and upon the conditions set out therein, and WHEREAS, said Agreement expired upon its own terms on June 30, 1976, and WHEREAS, the City and Bird mutually desire to extend said Agreement to 77 m its final expiration simultaneous with that of Lease Agreement No. 4�$ t which it is inextricably related, and WHEREAS, the parties hereto mutually desire to amend said Agreement to provide for increased rentals. NOW THEREFORE, it is hereby mutually agreed that Agreement No. 452A is amended to hereafter read as follows: ARTICLE I - Term. The term of this Lease shall be for a period of 10-1/2 years beginning July 1 , 1971 and terminating on December 31 , 1981 unless sooner terminated in accordance with Article XIII herein. ARTICLE II - Rental . December For the period beginning July 1 , 1971 and ending/J ; 1976 Lessee agrees to pay Lessor the sum, of Ninety-nine Dollars and Twenty Cents ($99.20) per month for the land, Sixty-seven Dollars ($67.00) per month for the quonset hut, and Fifty Dollars ($50.00) per month for the carpenter shop building. The total monthly rental , payable monthly in advance, is Two Hundred Sixteen Dollars and Twenty Cents ($216.20). -1- January 1, 1977 For the period beginning/du4%A#K4Jft and ending December 31 , 1981 Lessee agrees to pay Lessor the sum of Three Hundred Thirty Three Dollars ($333.00) per month for the land, Sixty-seven Dollars ($67.00) per month for quonset but and Fifty Dollars ($50.00) per month for the carpenter shop building. The total monthly rental , payable monthly in advance, is Four Hundred and Fifty Dollars ($450.00) . Except as expressly modified herein, the terms, covenants, and conditions of Agreement 452A are hereby ratified and shall remain in full force. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the date indicated below: Executed in triplicate, each copy of which, has the effect of an original , this 2�� day of 1977. ATTEST: CITY OF PALM SPRINGS, CALIFORNIA DONALD A. BLUBAUGH City Clerk By _ ,Deputy City Clerk City Manager 61 APPROVED AS TO FORM: BIRD CORPORATION �tty Attorney President Date: Secreta APP.RO''VED AS TO ,67NANT Dire tor, T & 0 / Dater A PPRO°v�r D By TEE Clyy CrjUle9�lL BY RES. NC5. cp2� i 7^� 30b 3 -2- RESOLUTION NO. 12382 OF TIIE CIIY COUNCIL OF TIIL CITY OF PALM SPRINGS , CALIFORNIA, APPROVING SUPPLEMENTAL AGREEMENT NO. #1 TO LEASE A61(HMGNT NO. 452 WITH BIRD CORPORATION; WHEREAS the City by Resolution No. 10061 entered into Lease Agreement No. 452A for certain premises at the Airport with the bird Corporation , which Lease Agreement expired June 30 , 1976 , and has continued on a month-to-month basis , thereafter; and WiIEREAS the Airport Commission and Staff recommend extension of Lease Agreement No. 452A with the bird Corporation NOW THEREFORE BE IT RESOLVED I:hat the City Council of the City of Palm Springs does hereby approve said extension of Lease Agreement No. 452A for the period beginning January 1 , 1977 and terminating Decen;ber 31 , 1981 . AOOPIED this 21st day of September 1977. AYES : Councilmembers Beadling, Doyle, Field and Poster NOES : None ABSENT: None ABSTAIN: Mayor Beirich ATTEST: CITY OF PALM SPRINGS, CALIFORNIA 8y /s/ J. Sumich /s/ Donald A. Blubaugh Deputy City Cler< City Manager REVIEWED & APPROVED JLl '�i--t 1 30 b 1 SUPPLEMENTAL AGREEMENT NO. 1 TO AGREEMENT NO. 452 WHEREAS, the City of Palm Springs , hereinafter called "City" or "Lessor" and Bird Corporation, hereinafter called "Bird" or "Lessee" entered into Agreement No. 452 on or about the 25th day of July, 1966; and WHEREAS, Agreement No. 452 called for the lease by Bird of certain City-owned land and City-owned buildings thereon; and WHEREAS , City and Bird entered into Agreement No. 807 on or about December 13, 1971 ; and WHEREAS , Agreement No. 807 called for the lease of certain City-owned land and a City-owned hangar thereon; and WHEREAS, the hangar leased to Bird through Agreement No. 807 was destroyed by fire on June 29, 1974; and WHEREAS, said hangar was used as a warehouse and equipment assembly building by Lessee; and WHEREAS, Lessee desires to construct a new building on land now leased from Lessor through Agreement No. 452, in order to carry out normal business ; NOW THEREFORE, the parties mutually agree as follows: 1 . Article II , Section i of the subject Agreement No. 452 is amended by deleting paragraphs (b) , (c) , and (d) , and substituting the following para- graphs: (b) For the sixth through the tenth year of this lease an amount of Nine Thousand Dollars ($9,000) per year payable monthly in advance in amounts of Seven Hundred Fifty Dollars ($750) . An additional monthly rental payment of Two Hundred Twenty-Nine Dollars ($229) shall become effec- tive upon completion or partial occupancy and/or use of the new building to be constructed pursuant to Supplemental Agreement No. 1 to this Agreement No. 452, but in no event shall such effective date be deemed later than October 1 , 1974. (c) For the eleventh through the fifteenth year of this lease an amount of Twelve Thousand Nine Hundred and Forty-Eight Dollars ($12,948) per year payable monthly in advance in amounts of One Thousand and Se- venty-Nine Dollars ($1 ,079) . 1 (d) For the ten (10) years or any portion thereof additional time re- sulting from Lessee' s exercise of the first option to extend the term of this agreement, rental shall be paid at the rate of Twelve Thousand Nine Hundred and Forty-Eight Dollars ($12,948) per year, payable monthly in advance in amounts of One Thousand and Seventy- Nine Dollars ($1 ,079). 2. Any insurance proceeds received by Bird or by the City as a result of Article X of Agreement No. 307 shall be retained by or made available to Bird, who shall utilize not less than the total amount of such proceeds to construct or cause to be constructed a new building on a portion of that land now leased through Agreement No. 452 (to replace the building destroyed on June 29 , 1974). Procedures and City approvals required pursuant to Article VIII of Agreement No. 452 shall be observed by Bird in connection with the process of construction of said new building. 3. Except as expressly herein modified, the terms, covenants, and con- ditions of Agreement No. 452 are hereby ratified and shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on this l day of . l`„,t 1974. ATTEST: DONALD A. BLUBAUGH CITY OF PALM SPRINGS, CALIFORNIA City Clerk y Deputy City Cl erk City Manage' / APPROVED AS TO FORM: BIRD CORPORATION Ci/ 9By ity Attorney ' Date:_-10 —2 y Attest: ' CONT TS APPROVED: �u/ �/l"ril.� T anspo tion & Open tions D rector ;- 7 i Date: 2 STATE OF CALIFORNIA, COUNTY of R.l�v�'rslde ) ON__ Jul"I , 197, before me, the undersigned, a Notary Public in and for said State, personally appeared Claude C. Christer- authorize�2gt for Bird Corporation known tome, to be the person_whose name_ subscribed to the within Instrument, cr-F raAC SEALand acknowledged to me that_he— executed the same. OLII'E S. MARSH ALL CBT:f'.'f fL';UC - C:Li Fr.R:I;A f WITNESS my hand and official seal. ' y :IVc RSID= Co--11 F Aly C-I,mlrsmn e;,Iion m. sexy O1ive :i. 14a.rshall Notary Public in and for sold State. ..niveWLEGGMENT—General—WoLm Hs Form 233—Nev. 3-64 �1 RESOLUTION NO. 11153 OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING SUPPLEMENTAL AGREEMENT NO. 1 TO AGREEMENT NO. 452 BETWEEN THE CITY OF PALM SPRINGS AND BIRD CORPORATION. WHEREAS, the City of Palm Springs owns and operates Palm Springs Municipal Airport; and WHEREAS, the City of Palm Springs hereinafter known as "City", and Bird Corporation hereinafter known as "Bird" entered into Agreement No. 452 on or about July 25, 1966, said Lease calling for the lease by Bird of certain City-owned land and buildings thereon; and WHEREAS, the City and Bird entered into Agreement No. 807 on or about December 13, 1971 , calling for the lease by Bird of another parcel of City-owned land and a hangar resting theron, said hangar having been destroyed by Fire on June 29, 1974; and WHEREAS, Bird desires to construct, or cause to be constructed, a re- placement building, to be situated on land now leased by Bird through Agreement No. 452; NOW THEREFORE BE IT RESOLVED by the City Council of the City of Palm Springs. that Supplemental Agreement No. 1 to Agreement No. 452 is hereby approved. ADOPTED this loth day of July , 1974. AYES: Councilmen Beirich, Field, Garcia, Schlecht and Mayor Foster NOES: None ABSENT: None ATTEST: CITY OF PALM SPRINGS, CALIFORNIA By /s/ J. Sumich Is/ Donald A. Blubaugh Deputy City Clerk City Manager REVIEWED & APPROVED " BIRD CORPORATION - lease of 3.99 acres at Airport & Maintenance INDENTURE OF LEASE Vangar AGREEMENT #452 (Original) 3-1-65 Res #8717, 7-25-66 This INDENTURE OF LEASE, made and entered into by and between the uja,Y OF PALM SPRINGS, CALIFORNIA (hereinafter. called "Lessor") , and BIRD SPACE TECHNOLOGY, INC. and BIRD CORPORATION, California corporations having its usual place of business at the Palm Springs Municipal Airport, Mark III Respirator Lane, Palm Springs , California (here- inafter referred to collectively as the "Lessee") : WITNESSETH: WHEREAS , Lessor owns and operates an airport known as the Palm Springs Municipal Airport, located in the City of Palm Springs , County of Riverside, State of California (hereinafter called the "airport") ; and WHEREAS , Lessor is desirous of leasing to Lessee certain premises of the airport and of granting to Lessee certain rights ; and WHEREAS, Lessee desires to lease certain property and to obtain certain rights at the airport in order to engage in the business of aeronautics , aircraft modification and installation of oxygen equipment, together with the necessary engineering, research and testing of oxygen equipment, inhalation devices and therapeutic practices connected with respiratory ailments and their treatment; NOW THEREFORE, in consideration of the rents, covenants and agree- ments contained herein and for other valuable considerations , Lessor does hereby demise, rent and let to Lessee, and Lessee does hereby hire, take and lease from Lessor, the following premises and rights for the period as specified in this agreement, said agreement superseding all previous documents and agreements between Lessee and Lessor. (a) A parcel of land approximately 3. 99 acres in size located ad- jacent to the southerly boundary of the school district main- tenance yard, all as more particularly described in attached Exhibit A, together with the small adobe building and the large aircraft maintenance hangar located on the described property. (b) The right to engage in those portions of the business of aeronautics as described in Article VI, aircraft modification and installation of oxygen equipment, together with the ne- cessary research, engineering and testing of said equipment including, but not limited to, other inhalation devices and therapeutic practices connected with respiratory ailments or diseases and their treatment. (c) The right to continue and expand present operations, funcLi,ous and business . (d) The right to pursue, discharge, practice and transact business outlined by, but not limited to the following, taken from the Articles of Incorporation of BIRD TECHNOLOGY, INC. : Primarily to engage in the specific business of designing, developing,, manufacturing and selling products for the aviation and medical fields , as well as operating, maintaining and repairing air- craft; and in general to make , buy, sell, lease, import, export, produce , repair, adapt, prepare, use and otherwise deal in products for the fields of aviation and medicine in- cluding in particular products which include biomedical, bio- physical and biochemical considerations and products which guard the cardio-pulmonary systems of mammals and to engage in the operation, maintenance and repair of aircraft and also to design, develop, manufacture and sell aircraft systems, components, and accessories for aircraft including pressuriza- tion systems . ARTICLE I - TERM 1. The term of this lease shall be for a period of approximatel_, fifteen (15) years , beginning on March 1, 1965, and terminating 'on June 30, 1980, unless sooner terminated in accordance with Article ~YIV ;herein. 2. An option is hereby granted to Lessee to extend the term of this agreement for any additional period of time not exceeding ten .,("10) years provided Lessee shall give written notice of intention to exercise the option herein granted within the sixty (60) day period immediately preceding April 1 of the year 1970 or 1975. The exercise of this option by Lessee shall be applicable to all of the premises , together with any - 2 - improvements thereon, which at that time shall be leased to Lessee. ?3. Sixty (60) days prior to the expiration of this lease and its first renewal option, if exercised, the Lessee may exercise a second option to extend the term of this agreement for an additional twenty- five (25) years , thereby masking the total time possible under this lease approximately fifty (50) years . ARTICLE II - RENTAL 1. Lessee agrees to pay to Lessor as rental for the land and buildings thereon the following amounts : (a) For the first five (5) years of this lease, an amount of Seven Thousand Eight Hundred Dollars ($7, 800) per year, payable monthly in advance in amounts of Six Hundred Fifty Dollars ($650) . (b) For the sixth through the tenth year of this lease an amount of Nine Thousand Dollars ($9 ,000) per year payable monthly in advance in amounts of Seven Hundred Fifty Dollars ($750) . (c) For the eleventh through the fifteenth year of this lease an amount of Ten Thousand Two Hundred Dollars ($10,200) per year, payable monthly in advance in amounts of Eight Hundred Fifty Dollars ($850) . (d) For the ten (10) years or any portion thereof additional time resulting from Lessee ' s exercise of the first option to extend the term of this agreement, rental shall be paid at the rate of Ten Thousand Two Hundred Dollars ($10, 200) per year, payable monthly in advance in amounts of Eight Hundred Fifty Dollars ($850) . (e) For the twenty-five (25) years, or any portion thereof, additional time resulting from Lessee ' s exercise of the second option to extend the term of this agreement, the rental rate will be established by negotiation. If the parties to this lease shall fail to agree on the rental rate, then the rent shall be established by an arbitration board as provided in Article XIX hereof. 3 - (f) Prorata rental payments shall apply to any additional land which shall become a part of Lessee ' s premises during the term, or extension, of this agreement. (g) Rental for additional facilities or buildings which may be added to Lessee ' s premises during the life, or extension, of this agreement shall be established by negotiation as provided in Article XIX. ARTICLE III - RIGHTS OF LESSEE ' l. Lessee shall have those rights , in common with other tenants that are enumerated in Article VI. 2 . Lessee shall have the right to engage in other aeronautical business if he advises Lessor in writing at least sixty (60) days in ad- vance of the date on which he intends to commence such additional business . Lessee shall obtain permission from the Lessor (which per- mission shall not be unreasonably withheld) prior to actually engaging in any other business , provided however, that Lessee must agree to pay any additional fees or rentals or to abide by any additional conditions or regulations that are imposed on other tenants engaged in a business similar to that intended by Lessee. If there be no other tenant(s) engaged in a like business, then Lessee shall pay that amount which is established by negotiations between Lessor and Lessee. 3 . Lessor agrees that Lessee, upon paying the rental hereunder and performing the covenants of this agreement, may quietly have, hold and enjoy the leased premises during the term of this agreement, and that Lessee shall have the right to use, in common with others , the public facilities at the airport. Lessee shall also have the right of ingress and egress from its leased premises and the public facilities for its employees, -Visitors and customers . ARTICLE IV - RESTRICTIONS ON LESSEE 1. Lessee shall be specifically excluded from the right to sell and/or deliver automotive or aircraft fuels and lubricants for use on the airport. 2. Lessee shall not sell, or bring on the airport to be sold, any foods or beverages unless prior permission for such activity has been requested and received in writing from Lessor. - 4 - 3. Lessee shall not sublease any of its premises or other rights on the airport to any other party, whether or not such be presently tenants of the airport, without the written permission of Lessor. Such permission shall not be unreasonably withheld but may be conditioned on the payment of additional rents or on the agreement of Lessee and the proposed sub-tenant to additional lease conditions as may be considered by Lessor to be necessary for the protection of the rights of other airport: tenants , the airport or the City of halm Springs . 4. Lessee agrees that no aircraft alterations , rebuilding or repairs shall be solicited from the general public or done for remunera- tion except in conformance with the privileges of a valid FAA Approved Repair Station Certificate. However, this provision is not intended to prot:ibit Lessee from performing any warranty services specified in connection with the sale of new or used aircraft. ARTICLE V - OBLIGATIONS OF LESSEE 1. Lessee agrees , without limiting the generality thereof, to observe and obey and to compel any of his employees , invitees or those doing business with him to observe and obey all such rules and regula- tions of Lessor which are now in effect or which may hereafter be pro- mulgated, provided that such further rules and regulations shall not unreasonably conflict with the provisions of this lease. 2 . Lessee has examined the leased premises and agrees to accept them in their present condition. Lessee shall make ordinary re- pairs as may be necessary from time to time to maintain the leased premises in good repair and useable condition provided, however, that the cost of any repairs or alterations necessary to correct a structural defect in or about the leased premises which may be required to permit reasonable utilization of the leased premises and facilities by Lessee shall be borne by Lessor and Lessee equally. 3 . Lessee agrees to provide its own janitor and cleaning services and to maintain its leased premises in a clean, orderly, sanitary condition at all times . Lessee shall also provide for its trash removal at its own expense. 5 - 4. Lessee shall arrange for all utility services and pay for such services on its leased premises . 5. Lessee, in the operations to be conducted pursuant to the provisions of this lease and otherwise in the use of the airport, shall not discriminate or permit discrimination against any person or class of persons by reason of race, color, creed or national origin in any manner prohibited by Part 1.5 of the Federal Aviation Regulations or any amendments thereto. 6 . Lessee shall furnish its accommodations and/or services on a fair, equal and not unjustly discriminatory basis to all users there- of, and it shall charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided, that the Lessee shall be allowed to make -reasonable and nondiscriminatory discounts , rebates or other similar type of price reductions to volume purchasers . 7 . Lessee shall make its accommodations and/or services avail- able to the public on fair and reasonable terms without unjust dis- crimination on the basis of race, creed, color or national origin. 8 . Non-compliance with Provisions 5, 6 and 7 just above shall constitute a material breach of this lease; and in the event of such non-compliance, Lessor shall have the right to terminate this lease and the estate hereby created without liability therefor; or either the Lessor or the United States shall have the right to judicially en- force said Provisions 5, 6 and 7 . 9. Lessee agrees to insert the four provisions of Paragraphs 5, 6, 7 and 8 just above, in any lease, agreement or contract, by which the Lessee might grant a right or privilege to any person, firm or corporation to render accommodations and/or services to the public on the premises herein leased. 10. The Lessor reserves the right, but is not hereby obligated to the Lessee, to maintain and keep in repair the landing area of the airport and all publicly-owned facilities of the airport, together with the right to direct and control all activities of the Lessee in this regard. 11. Lessee shall comply with the notification and review require- - 6 - ments covered in Part 77 of the Federal Aviation Regulations if any future structure or building is planned for the leased premises , or in the event of any planned modification or alteration of any present or future building or structure situated on the leased premises . 12. There is hereby reserved to the Lessor, its successor 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 hereby leased together with the right to cause or allow in said airspace such noise as may be inherent in the overall operation of aircraft, now known or hereafter used for navigation of or flight in the air, using said airspace or landing at, taking off from or operating on the Palm Springs Municipal Airport. 13 . The Lessee, by accepting this lease, expressly agrees for itself, its successors and assigns that it shall not erect nor permit the erection of any structure or object nor permit the growth of any tree on the land leased hereunder above a mean sea level elevation of 500 feet. In the event the aforesaid covenant is breached, the Lessor reserves the right to enter upon the land leased hereunder and to re- move 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 expressly agrees for itself, its successors and assigns that it shall not make use of the leased premises in any manner which might interfere with the landing and taking off of aircraft from Palm Springs Municipal Airport or other- wise constitute a hazard. In the event the aforesaid covenant is breached the Lessor reserves the -right to enter upon the premises hereby leased and cause the abatement of such interference at the sole expense of the Lessee . 15. 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 or regulation of this airport or the exclusive or non-exclusive use of the airport by the United States during the time of war or national emergency. 7 - ARTICLE VI - LESSEE RIGHTS NON-EXCLUSIVE Nothing contained in this agreement shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1958. Rights in Common with Others : Lessee shall have the right in common with others (except carriers certificated by the Civil Aeronautics Board to service the airport on a published schedule basis subject to the provisions of Article XVI) to engage in the following activities at the airport: (a) The option to repair, maintain, condition, inspect, service and make modification and alterations to aircraft, aircraft engines , propellers and appliances, including the removal of engines for major overhaul and the actual overhaul of engines and aircraft; as agreed in Article XVII; (b) Sale of parts and accessories for aircraft, aircraft engines , propellers and appliances ; (c) Sale of airmen supplies ; (d) Hangaring and storing of aircraft; (e) Repairing, maintaining, selling and installing aircraft elec- tronic equipment; (f) The option to store volatiles used in the normal conduct of an aeronautical business but not for resale or delivery to the public. This privilege of storage granted only by sep- arate authorization of Airport Director upon approval of Fire Marshal and upon payment of additional rental or fees based upon rates comparable to those paid by other users at the airport. (g) Such other activities as are incident to the operation of a general commercial aviation business . ARTICLE VII - LESSOR' S RESERVED RIGHTS 1. Lessor reserves the right to further develop or improve the air- craft operating area of the airport as it sees fit and to take any action it considers necessary to protect the aerial approaches of the airport against obstructions together with the right to prevent Lessee from erecting, or permitting to be erected, any building or other structure - 8 - on the airport which, in the opinion of Lessor, would limit the useful- ness of the airport or constitute a hazard to aircraft. 2 . During the time of war or national emergency, Lessor shall have the right to lease the airport or any part thereof to the United States Government for military or naval use. If any such lease is executed, the provisions of this instrument insofar as they are inconsistent with the lease to the Government shall be suspended. In such an event, a just and proportionate part of the rent hereunder shall be abated. 3 . Any other provisions of this lease notwithstanding, this lease shall be subordinate to the provisions of any existing or future agree- ment between Lessor and the United States relative to the operation or maintenance of the airport, the terms and execution of which has been or may be required as a condition precedent to the expenditure or reim- bursement to Lessor of Federal funds for the development of the airport. 4. Lessor, through its duly authorized agent, shall at all times have the full and unrestricted right to enter the leased premises for the purpose of inspection or maintenance and for the purpose of doing any and all things which it is obligated and has a right to do under this agreement. ARTICLE VIII - ALTERATION OF PREMISES 1. Lessee agrees that no major repairs , permanent alterations or new construction will be made to or on the demised premises without -receiving Lessor' s written approval, which will not be unreasonably with- held. However, such approval may be contingent upon approval by Lessor of plans and specifications for the proposed project as well as other conditions considered by Lessor to be necessary. Immediately upon com- pletion of the repairs , alterations or new construction, Lessee shall present ro Lessor for examination and approval a statement of the "Construction and/or Alteration Costs ." Where such alterations or con- struction have been made on buildings owned by Lessor, Lessee shall, within thirty (30) days following completion of the alterations or construction, present to Lessor a complete set of "as built" drawings in- cluding, but not necessarily limited to, plumbing and electrical systems . - 9 - F 2 . In the event that Lessee makes alterations or improvements of the 7eased premises, the use thereof shall be enjoyed by Lessee during the remaining term of this agreement without the payment of additional rental therefor, but such alteration or improvement shall become the property of Lessor upon the expiration or termination of this agreement. 3 . i°Construction and alteration costs" for the purpose of this agreement are hereby defined as all money paid by Lessee for actual demolition, construction or alteration, including architectural and engineering costs plus pertinent fees in connection therewith. ARTICLE IX - DISPLAY OF SIGNS Lessee shall not erect, maintain or display any signs or other advertising at or on the exterior parts of the leased premises without first obtaining the written approval of Lessor, which approval shall not be unreasonably withheld. ARTICLE X - FUTURE OR ADDITIONAL PREMISES If Lessee shall at a future date require additional land, office or other inside space for the conduct of his business at the airport, his request shall be given equal consideration with all requests at that time pending for use of appropriate land, office or other inside space . ARTICLE XI - INSURANCE 1. Liability Insurance . Lessee shall procure, and maintain in effect for the term of this agreement, comprehensive public liability and property damage insurance covering all of Lessee ' s activities and leased premises at the airport and specifically naming the City of Palm Springs as an additional insured on all of such policies . The limits of liability for such insurance shall not be less than Three Hundred Thousand Dollars ($300,000) for injury to each person and One Million Dollars ($1,000,000) for each accident. Lessee shall also procure and maintain in effect for the term of this agreement for each aircraft owned or regularly used in his business , aircraft liability insurance in the amount of Fifty Thousand Dollars ($50,000) per seat for passengers and crew and property damage insurance of not less than Four Thousand Dollars ($4,000) for each one thousand (1000) pounds (or fraction there- of) of maximum gross weight for which aircraft is certificated to operate, or Fifty Thousand Dollars ($50,000) , whichever is the greater 10 - amount, for each aircraft. 2 . Fire Insurance. Lessee shall also procure, and maintain in effect for the term of this agreement, fire and extended coverage in- surance for all City owned buildings on the demised premises in an amount equal to eighty percent (80%) of the insurable value of said buildings and improvements , specifically naming Lessor as an additional insured thereon. Both the Lessee and the Lessor do hereby mutually waive any right to subrogation against each other for any fire damage. 3 . In the alternative to Paragraph 2 above, at Lessee' s request, Lessor shall procure and maintain in effect fire and extended coverage insurance on the leasehold interest involved herein and owned by the City of Palm Springs . The Lessee shall be required to reimburse the City its prorata share based on the value of the building anal/or space occupied as evidenced. by statement of values filed by City with Pacific Fire Rating Bureau. 4. Notices of Insurance. A certified copy of each policy, or a certificate evidencing the existence thereof shall be delivered to Lessor within ten (10) days after the execution of this lease. Each such copy or certificate shall contain an endorsement obligating the insurance carrier to furnish Lessor at least ten (10) days ' notice of any intended cancellation. ARTICLE XII - DAMAGE TO PREMISES in the event of damage to, or destruction of, all or any part of the buildings on the demised premises by fire or other insured casualty, which damage renders all or any part of the building or premises unfit for normal use, the same shall be repaired or reconstructed with due diligence by Lessee but only to the extent of the insurance proceeds available to Lessee under the insurance policies required to be main- tained under Article XI, above. In the event of damage to or destruction of all or any part of the buildings or demised premises , the rental pay- ments due under Article 11 of this agreement shall, during the period that such buildings or premises are unfit for normal use, be reduced by the ratio that the value of the damaged premises bears to the value - 11 - of the total leasehold interest as it existed immediately prior to the loss . Any repairs or reconstruction by Lessee hereunder shall be in accordance with plans and specifications approved in writing by Lessor. ARTICLE XIII - INMINTTY Lessee shall indemnify and hold harmless Lessor from any and all demands , losses , liabilities or judgments , together with costs and expenses incident thereto which may accrue against, be charged to, or be recoverable from Lessor as a result of the acts or omissions of Lessee, its employees or agents . Lessor shall give to Lessee prompt and timely notice of any claim made or suit instituted which in any way, directly or indirectly, contingently or otherwise, affects or might affect Lessee, and Lessee shall have the right to compromise or participate in the defense of the same to the extent of its own interests . ARTICLE XIV - CANCELLATION OR PRIOR TEPu' E T10R 1. If Lessee shall default in rental payments hereunder, or de- fault in its other obligations under this agreement, or be adjudged bankrupt or insolvent (which shall be considered a default) and such default shall continue for thirty (30) days after notice in writing thereof has been given by Lessor, then Lessor may serve Lessee with a final written notice requiring Lessee to surrender the entire premises within three (3) days if such default is not wholly remedied within the three (3) day period. 2 . If for any reason Lessee or Lessee ' s customers are hindered or unreasonably prevented from exercising the rights granted to it by this agreement, and should such condition persist thirty (30) days following due notice in writing thereof by Lessee, then Lessee may at any time thereafter, upon three (3) days written notice, declare this agreement to be terminated. In such event Lessor shall be liable to Lessee for the unamortized balance of all construction and improvement costs expended by Lessee on the demised premises, in accordance with the definition in Article VIIT, 3. 12 - 3 . Lessor and Lessee shall both be released in the event that a United States governmental agency shall take control of the entire airport. 4. The termination of this agreement by either party shall not constitute a waiver or estoppel and shall not prevent suit by either party to recover lawful damages occasioned by the actions of the other party. In the event of a lawsuit to determine liability or damages arising out of this agreement , the prevailing party shall be entitled to receive the cost of reasonable attorney° s fees in addition to damages awarded by the court. ARTICLE XV - ASSIGU14ENT OF AGREEMENT Lessee shall not assign this agreement without first obtaining the prior written consent of Lessor, which consent may be withheld for cause. However, the Lessee may assign this agreement to any entity controlling, controlled by, or under common control with Lessee without obtaining the consent of Lessor; but in such case notice of assignment shall be given to Lessor within ten (10) days after the assignment. ARTICLE XVI - OTHER FIXED BASE OPERATORS It is understood between the parties hereto that Lessor retains the privilege of entering into other agreements which authorize the commercial use of the airport facilities but only upon terms similar to those extended to Lessee. However, Lessor covenants not to enter into any similar agreement with respect to the airport which contains more favorable terms than its agreement with Lessee or to grant to potential competitors of Lessee privileges not herein authorized unless the same are concurrently extended to Lessee, excluding the negotiated value of land. ARTICLE XVII - AIRCRAFT IriAINTENANCE FACILITY Lessee agrees that if it so elects to establish an aircraft main- tenance facility, it shall at all times during the term of this agree- ment maintain and operate said facility in accordance with the standards set forth for a Federal Aviation Agency approved repair station, as out- lined in FAA Manual No. 52, as amended, (or a superseding publication) . Such a facility shall include a maximum investment in equipment and in- ventory, based upon the original cost price of such equipment and in- ventory, of not less than One Hundred Thousand Dollars ($100, 000) . - 13 - ARTICLE XVIII - NOTICES AND CONSENTS AND APPROVALS 1. Notices A bill or statement, or any notice or communication which Lessor may desire to give Lessee shall be deemed properly presented if the same be in writing and be sent by registered or, certified mail, addressed to Lessee at the address specified on the first page hereof, or at the address Lessee may substitute therefor by notice to Lessor. Such service may also be effected by personal delivery at such address or to Lessee ' s representative, The time of such service shall be deemed to be the time when the same is mailed, left or delivered as herein provided. Any notice from Lessee to Lessor shall be validly given if sent by registered or certified mail addressed to the City of Palm Springs , California, City Hall, Palm Springs , California, or at such other address as Lessor shall hereafter designate by notice to Lessee. All payments should be made payable to the City of Palm Springs , Caii_'-'ornia , 2. Consents and Approvals : Consents and approvals as required under this agreement shall be in writing, shall not be unreasonably withheld and shall be deemed to have been given unless within thirty (30) days after receipt of written request from Lessee for such consent or approval, Lessor shall have given Lessee a written reply refusing or withholding action on such consent or approval and stating its reasons for such refusal or withholding of action. ARTICLE XIX - ARBITRATION In the event that Lessor and Lessee are unable to agree with respect Lo negotiations stipulated in, this lease or with respect to any dispute that may develop concerning provisions herein, then such dispute shall be submitted to arbitration. Each party shall appoint one arbitrator, and these two arbitrators shall appoint a third arbitrator. Said arbi- trators shall hold hearings and receive evidence from both parties according to the rules of the American Arbitration Association and the laws of the State of California . Said arbitrators shall arrive at a decision and that decision shall be binding upon the parties hereto. The cost of any such arbitration shall be borne equally by both parties . - 14 - ARTICLE XX - BOOKS AND RECORDS Lessee agrees to submit to Lessor by the twentieth (20th) day of each month a detailed statement of all business done at the airport during the previous month, for which fees or payments to the City are due . Lessor shall have the further right to inspect the accounting records of Lessee at reasonable times and shall have the right to -request a copy of any record kept by Lessee which is in any way related to this lease. Lessee shall submit to Lessor each year a copy of its annual certified audited report as soon as reasonable following close of each fiscal year. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the date indicated below: ATTEST: CITY OF PALM SPRINGS, CALIFORNIA F. D. ALESHIRE City Clerk Yfi- Deputy City Gler City Manager APPROVED AS TO F0RM: BIRD SPA E T NOLOGY, INC. By � City Attorney �; President Date � BY Secretary APPROVED AS TO C TENTS : BIRD CORPRAT.T By Da t _ President BySecretary STATE STATE OF CALIFORNIA ) ss . COUNTY OF CONTRA COSTA ) On June 24 19 66 before me, the undersigned, a Notary Public in and ror the said State, personally appeared _ H. L. Pohndorf known to me to be the President, anc, Aulene B Jose-oh known to me to be the Secretary of BIRD SPACE TECS-h OLOG , INC. tFe Corporation that executed the within instrument, on behalf of the Corporation herein named, and acknowledged to me that such Corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors . WITNESS my hand ar},qopfficial seal. N/ILLIAN] R CiiAA�DLER° %ri/ 'f � . �—��ri-.'::r-',:'.ems=—.i c,nlia cosia county o Notary Public in anorr said o :, h o ""r Stale of caldorma n State 4�Gvo3=ae.aoenospo.�o;,�, �;p� µy Commission Expires F"e6, 20, 1970 My commission expires (Certification for BIRD CORPORATION follows) iJ - STATE OF CALIFORNIA ) ss . COUNTY OF CONTRA COSTA ) On Tune 24 19 66 before me , the under- signed, a Notary Public in and for the sand State, pelf-j?6gi,lJ_y appeared H L. Pohndorf _, known to me to be the President, and Aulene B. Joseph , known to me to be the Secretary of BIRD CORPORATION the Corporation that executed the within instrument, on behalf of the Corporation herein named, and acknowledged to me that such Corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors . WITNESS my hand and official seal. ® WiL LIAM R. CHAi rJLER.© Noiary Pucoc Notary Public in and or said counr, cosia county 0 State Slale at Cahfarnia My Commission Expires Feb, 2Q, 1970 oo�ee>ceocu000.,eec�©o�oa My commission expires 16 LECrL 'CESCRSPi1.ON V OR KRD CORPO:t4MON w,E.`-_SL portion of :'oC :c Lo'z _. of Colo nhown C �� '1 r Pal!„ Valley :.y 7a�h�a, eu .. ,2n gook 14, Page G52, Recorh of Son Vogo County, in SCcKon 13, T. 4 S.,, no ;,orCc:. ,...loul,.Oly .,...;ti:w: O an OK-Oww'. Commencing at the Northwest coma: of said 'Lot 2 of Palm 'Valley Colony lands, said corner being on the Nor0crly Line of Section 13, which is also On centerline of _ ajo Road; _hence East along said Northerly Tina and cannerline a distance of 32S.63 feet; thence South 360.05 feet; thence West a distance of 1.30 fact to the '_rue Point of neginning; Chance South 00`15`00" blest a Knuanca of 257.09 feet; thence South O.,oi. u v f 66 42 r. - t O0°23'40" Gal:y ,S 00 hest a distance o_ u5o.�:_. _eat; thence iVo;^;..: .. . . - distance of 1J7. 7 feet; ta.ca:GE ?!G'C::!h 37°00 OO West .. distance of ' 2S.31 feat; thence West a uiswncc of 25.70 feat thence .North a distance . of 42.31 feet; thence East a distance of 76.50 _act; thence Worth a . distance of 13.19 feet; thence South S703010" East a distance of 41.21 feet; thence South 00°40'00" Enst a diozance of 10.43 feat; thence Egon a distance of 591.18 Geed to the Towe Point Of Beginning. Said PGICK . coatni lino 3.99 tree Page 1 of 2 ' 3 3 c1 .. .. � .. .cJ�✓"�ICJ'� J�`✓✓✓ � �i I � � Cv�u��lJ����� l� • � - � 1 ' ��� ✓1a`� .�:o:�IL07L:✓' { .=rlSi� ✓/a.3D' � o. � �-%!1✓ GOf'. GG>T% �A�is°Z�✓r9�E':'S''-�'f/,'.!�i:��''.?�-?,+`il�.i �� TV 0 PA!!V., SPRlINGS I y CA L IFOR'IA _ W I I PDr 'T/G/V of A/A��2- � s "� �i✓v' Div:�1 c � � ,� , LX,. 'B1T A.p�:ov-;d:y Pagel of d - - �i D:ccm Ey t,hCc::cG F>j t FHo NO, D'.vq No RESOLUTION NO. 8717 OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS , CALIFORNIA, APPROVING LEASE WITH BIRD CORPORATION (AGREEMENT NO. 452) WHEREAS the City of Palm Springs owns and operates the Palm Springs Muni- cipal Airport; and WHEREAS the City is desirous of leasing to Bird Corporation certain pre- mises of the airport and of the granting to Bird Corporation certain rights; and WHEREAS it is the desire of Bird Corporation to engage in certain aeronau- tical activities as described in Article VI of the lease; and to engage in the installation of oxygen equipment, together with the necessary re- search, engineering and testing of said equipment, including but not limited to other inhalation devices and therapeutic practices connected with respiratory ailments or diseases and their treatment; and WHEREAS the Airport Commission, after due consideration, recommends that the City Council authorize execution of said lease with Bird Corporation; NOW THEREFORE BE IT RESOLVED that the City Council of the City of Palm Springs does hereby approve lease with Bird Corporation for the period commencing March 1, 1965 and terminating on June 30, 1980, and does here- by cancel existing lease agreement No. 347. Adopted this 25th day of July , 1966. Ayes: Councilmen Dragicevich, Foster, Wiefels & McCoubrey Noes: None Absent: Selig CITY OF PALM SPRINGS, CALIFORNIA City Manager ATTEST: F. D. ALESHIRE CITY CLERK By — Deputy City Cleric APPROVED AASS, TO FORM CO ENTS APPROVED City Attorney �- _ / Date July 7, 1966 Date (o 11-B Bird Corp. - lease .98 acre parcel at Airport INDENTURE OF L AGREEMENT 452-A (Original 6-28-71) Res #10061, 6-28-71 This INDENTURE OF LEASE, made and entered into by and between the CITY OF PALM SPRINGS, CALIFORNIA (hereinafter called "Lessor") , and BIRD SPACE TECHNOLOGY, INC. and BIRD CORPORATION, California corporations having its usual place of business at the Palm Springs Municipal Airport, Mark III Respirator Lane, Palm Springs, California (hereinafter referred to collec- tively as the "Lessee") : WITNESSETH: WHEREAS, Lessor owns and operates an airport known as the Palm Springs Municipal Airport, located in the City of Palm Springs, County of Riverside, State of California (hereinafter called the "airport" ) ; and WHEREAS, Lessor is desirous of leasing to Lessee certain premises of the airport and of granting to Lessee certain rights; NOW THEREFORE, in consideration of the rents , covenants and agreements contained herein and for other valuable considerations, Lessor does hereby demise, rent and let to Lessee, and Lessee does hereby hire, take and lease from Lessor, the following premises and rights for the period as specified in this agreement. (a) A parcel of land containing approximately .98 acres, all as more particularly shown and described in Exhibit A attached hereto and made a part hereof for all purposes , together with the quonset but and carpenter shop building. (b) The right to use said premises and to engage in those practices and functions authorized by Lease Agreement No. 452. ARTICLE I - TERM The term of this lease shall be for a. period of five (5) years beginning July 1 , 1971 , and terminating on June 30,1976, unless sooner terminated in accordance with Article XIII herein. 0 ARTICLE II - RENTAL Lessee agrees to pay Lessor the sum of Ninety-nine Dollars and Twenty Cents ($99.20) per month for the land, Sixty-seven Dollars ($67.00) per month for the quonset but and Fifty Dollars ($50.00) per month for the present carpenter shop building. The total monthly rental , payable monthly in advance, is Two Hundred Sixteen Dollars and Twenty Cents ($216.20) . ARTICLE III - RIGHTS OF LESSEE 1 . Lessee shall have those rights , in common with other tenants, that are enumerated in Articles III and VI of Lease Agreement No. 452. 2. Lessor agrees that Lessee, upon paying the rental hereunder and per-. forming the covenants of this agreement, may quietly have, hold and enjoy the leased premises during the term of this agreement, and that Lessee shall have the right to use, in common with others , the public facilities at the airport. Lessee shall also have the right of ingress and egress from its leased premises and the public facilities for its employees, visitors and customers. ARTICLE IV - RESTRICTIONS ON LESSEE 1 . Lessee shall be specifically excluded from exercising any right to sell and/or deliver automotive or aircraft fuels and lubricants for use on the airport. 2. Lessee shall not sell , or bring on the airport to be sold, any foods or beverages unless prior permission for such activity has been requested and received in writing from Lessor. 3. Lessee shall not sublease any of its premises or other rights on the airport to any other party, whether or not such be presently tenants of the airport, without the written permission of Lessor. Such permission shall not be unreasonably withheld but may be conditioned on the payment of additional rents or on the agreement of Lessee and the proposed sub-tenant to additional lease conditions as may be considered by Lessor to be necessary for the pro- tection of the rights of other airport tenants, the airport or the City of Palm Springs. -2- ARTICLE V - OBLIGATIONS OF LESSEE 1 . Lessee agrees , without limiting the generality thereof, to observe and obey and to compel any of his employees, invitees or those doing business with him to observe and obey all such rules and regulations of Lessor which are now in effect or which may hereafter be promulgated, provided that such further rules and regulations shall not unreasonably conflict with the provisions of this lease. 2. Lessee has examined the leased premises and agrees to accept them in their present condition. Lessee shall make ordinary repairs as may be necessary from time to time to maintain the leased premises in good repair and useable condition provided, however, that the cost of any repairs or alterations necessary to correct a structural defect in or about the leased premises and facilities by Lessee shall be borne by Lessor and Lessee equally. 3. Lessee agrees to provide its own janitor and cleaning services and to maintain its leased premises in a clean, orderly, sanitary con- dition at all times. Lessee shall also provide for its trash removal at its own expense. 4. Lessee shall arrange for all utility services and pay for such services on its leased premises. 5. Lessee, in the operations to be conducted pursuant to the pro- visions of this lease and otherwise in the use of the airport, shall not discriminate or permit discrimination against any person or class of persons by reason of race, color, creed or national origin in any manner prohibited by Part 15 of the Federal Aviation Regulations or any amend- ments thereto. -3- 6. 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 shall be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volume purchasers. 7. Lessee shall make its accommodations and/or services available to the public on fair and reasonable terms without unjust discrimination on the basis of race, creed, color or national origin. 8. Non-compliance with Provisions 5, 6 and 7 just above shall constitute a material breach of this lease; and in the event of such non-compliance, Lessor shall have the right to terminate this lease and the estate hereby created without liability therefor; or either the Lessor or the United States shall have the right to judicially enforce said Provisions 5, 6 and 7. 9. Lessee agrees to insert the four provisions of Paragraphs 5, 6, 7 and 8 just above, in any lease, agreement or contract, by which the Lessee might grant a right or privilege to any person, firm or corporation to render accom- modations and/or services to the public on the premises herein leased. 10. The Lessor reserves the right, but is not hereby obligated to the Lessee, to maintain and keep in repair the landing area of the airport and all publicly-owned facilities of the airport, together with the right to direct and control all activities of the Lessee in this regard. 11 . Lessee shall comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations if any future structure or building is planned for the leased premises , or in the even,tof any planned modification or alteration of any present or future building or structure situated on the leased premises. 12. There is hereby reserved to the Lessor, its successor 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 hereby leased, together with the right to cause or allow in said airspace such noise as may be inherent in the overall operation of aircraft, now known or hereafter used for navigation of or flight in the air, using said airspace or landing at, -4- taking off from or operating on the Palm Springs Municipal Airport. 13. The Lessee, by accepting this lease, expressly agrees for itself, its successors and assigns that it shall not erect nor permit the erection of any structure or object nor permit the growth of any tree on the land leased here- under above a mean sea level elevation of 500 feet. In the event the afore- said covenant is breached, the Lessor 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 expressly agrees for itself, its successors and assigns that it shall not make use of the leased premises in any manner which might interfere with the landing and taking off of aircraft from Palm Springs Municipal Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, the Lessor reserves the right to enter upon the premises hereby leased and cause the abatement of such interference at the sole expense of the Lessee. 15. 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 or regulation of this airport or the exclusive or non-exclusive use of the airport by the United States during the time of war or national emergency. 16. Lessee shall fence and landscape the area leased 'hereby in accordance with the standards adopted by the Planning Department of the City of Palm Springs and as more particularly shown on Exhibit B attached hereto and made a part hereof. Lessee shall improve the carpenter shop building by repainting . and—oth_ rwi-se—re-pairtng-to—standards—acceptable-to-the--Pl-anning-Department of A_0 --the--Ci-t-y--of—Pa-1-m Springs 17, Lessee agrees that all maintenance and repair of the buildings leased hereby shall be performed by Lessee at no cost or expense to the City. -5- ARTICLE VI - LESSOR'S RESERVED RIGHTS 1 . Lessor reserves the right to further develop or improve the aircraft operating area of the airport as it sees fit and to take any action it considers necessary to protect the aerial approaches of the airport against obstructions together with the right to prevent Lessee from erecting, or permitting to be erected, any building or other structure on the airport which, in the opinion of Lessor, would limit the usefulness of the airport or constitute a hazard to aircraft. 2. During the time of war or national emergency, Lessor shall have the right to lease the airport or any part thereof to the United States Government for military or naval use. If any such lease is executed, the provisions of this instrument insofar as they are inconsistent with the lease to the Government shall be suspended. In such an event, a just and proportionate part of the rent hereunder shall be abated. 3. Any other provisions of this lease notwithstanding, this lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States relative to the operation or maintenance of the airport, the terms and execution of which has been or may be required as a condition precedent to the expenditure or reimbursement to Lessor of Federal funds for the development of the airport. 4. Lessor, through its duly authorized agent, shall at all times have the full and unrestricted right to enter the leased premises for the purpose of inspection or maintenance and for the purpose of doing any and all things which it is obligated and has a right to do under this agreement. ARTICLE VII - ALTERATION OF PREMISES 1 . Lessee agrees that no major repairs, permanent alterations or new construction will be made to or on the demised premises without receiving Lessor's written approval , which will not be unreasonably withheld. However, such approval may be contingent upon approval by Lessor of plans and specifi- cations for the proposed project as well as other conditions considered by Lessor to be necessary. Immediately upon completion of the repairs , alterations or new construction, Lessee shall present to Lessor for examination and approval -6- ARTICLE XV - NOTICES AND CONSENTS AND APPROVALS 1 . Notices : A bill or statement, or any notice or communication which Lessor may desire to give Lessee shall be deemed properly presented if the same be in writing and be sent by registered or certified mail , addressed to Lessee at the address specified on the first page hereof, or at the address Lessee may substitute therefor by notice to Lessor. Such service may also be effected by personal delivery at such address or to Lessee's representative. The time of such service shall be deemed to be the time when the same is mailed, left or delivered as herein provided. Any notice from Lessee to Lessor shall be validly given if sent by registered or certified mail addressed to the City of Palm Springs, California, City Hall , Palm Springs, California, or at such other address as Lessor shall hereafter designate by notice to Lessee. All payments should be made payable to the City of Palm Springs, California. 2. Consents and Approvals : Consents and approvals as required under this agreement shall be in writing, shall not be unreasonably withheld and shall be deemed to have been given unless within thirty (30) days after receipt of written request from Lessee for such consent or approval , Lessor shall have given Lessee a written reply refusing or withholding action on such consent or approval and stating its reasons for such refusal or withholding of action. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the date indicated below: ATTEST: CITY, OF PALM SPRINGS, CALIFORNIA F. D. ALESHIRE City Clerk By Deputy City Clerk 6/,c,5` ity Manager APPROVED AS TO FORM: BIRD SPACE TECHNOLOGY, INC. -City At to 'e er --P-nes-rden t Date: _ - Secretary APPROVED; AS TO C NTENTS:;,{ BIRD CORPORATION r s, , g .fJ".rri 6 :/"/� Cam,' .• /-_?__- .->.- !/''%-<�a Airport 'birector,-! President � Dater Lli Secretary- a statement of the "Construction and/or Alteration Costs". Where such alterations or construction have been made on buildings owned by Lessor, Lessee shall , within thirty (30) days following completion of the alterations or construction, present to Lessor a complete set of "as built" drawings including, but not necessarily limited to, plumbing and electrical systems. 2. In the event that Lessee makes alterations or improvements of the leased premises , the use thereof shall be enjoyed by Lessee during the remaining term of this agreement without the payment of additional rental therefor, but such alteration or improvement shall become the property of Lessor upon the expiration or termination of this agreement. 3. "Construction and alteration costs" for the purpose of this agree- ment are hereby defined as all money paid by Lessee for actual demolition, construction or alteration, including architectural and engineering costs plus pertinent fees in connection therewith. ARTICLE VIII - DISPLAY OF SIGNS Lessee shall not erect, maintain or display any signs or other advertising at or on the exterior parts of the leased premises without first obtaining the written approval of Lessor, which approval shall not be unreasonably withheld. ARTICLE IX - FUTURE OR ADDITIONAL PREMISES If Lessee shall at a future date require additional land, office or other inside space for the conduct of his business at the airport, his request shall be given equal consideration with all requests at that time pending for use of appropriate land, office or other inside space. ARTICLE X - INSURANCE 1 . Liability Insurance. Lessee shall provide that the liability insurance required under Lease Agreement No. 452 shall also apply to the premises leased hereby. 2. Fire Insurance. Lessee shall provide that the fire insurance required under Lease Agreement No. 452 shall also apply to the premises leased hereby. -7- 3. Notices of Insurance. A certified copy of each policy, or a certificate evidencing the existence thereof shall be delivered to Lessor within ten (10) days after the execution of this lease. Each such copy or certificate shall contain an endorsement obligating the insurance carrier to furnish Lessor at least ten (10) days ' notice of any intended cancellation. ARTICLE XI - DAMAGE TO PREMISES In the event of damage to, or destruction of, all or any part of the buildings on the demised premises by fire or other insured casualty, which damage renders all or any part of the building or premises unfit for normal use, the same shall be repaired or reconstructed with due diligence by Lessee but only to the extent of the insurance proceeds available to Lessee under the insurance policies required to be maintained under Article X above. In the event of damage to or destruction of all or any part of the buildings or demised premises, the rental payments due under Article II of this agree- ment shall , during the period that such buildings or premises are unfit for normal use, be reduced by the ratio that the value of the damaged premises bears to the value of the total leasehold interest as it existed immediately prior to the loss. Any repairs or reconstruction by Lessee hereunder shall be in accordance with plans and specifications approved in writing by Lessor. ARTICLE XII - INDEMNITY Lessee shall indemnify and hold harmless Lessor from any and all demands, losses , liabilities or judgments , together with costs and expenses incident thereto which may accrue against, be charged to, or be recoverable from Lessor as a result of the acts or omissions of Lessee, its employees or agents. Lessor shall give to Lessee prompt and timely notice of any claim made or suit instituted which in any way, directly or indirectly, contingently or otherwise, affects or might affect Lessee, and Lessee shall have the right to compromise or participate in the defense of the same to the extent of its own interests. -8- ARTICLE XIII - CANCELLATION OR PRIOR TERMINATION 1 . If Lessee shall default in rental payments hereunder, or default in its other obligations under this agreement, or be adjudged bankrupt or insolvent (which shall be considered a default) and such default shall continue for thirty (30) days after notice in writing thereof has been given by Lessor, then Lessor may serve Lessee with a final written notice requiring Lessee to surrender the entire premises within three (3) days if such default is not wholly remedied within the three (3) day period. 2. If for any reason Lessee or Lessee's customers are hindered or unreasonably prevented from exercising the rights granted to it by this agree- ment, and should such condition persist thirty (30) days following due notice in writing thereof by Lessee, then Lessee may at any time thereafter, upon three (3) days written notice, declare this agreement to be terminated. In such event Lessor shall be liable to Lessee for the unamortized balance of all construction and improvement costs expended by Lessee on the demised premises, in accordance with the definition in Article VII , 3. 3. Lessor and Lessee shall both be released in the event that a United States governmental agency shall -take control of the entire airport. 4. The termination of this agreement by either party shall not constitute a waiver or estoppel and shall not prevent suit by either party to recover lawful damages occasioned by the actions of the other party. In the event of a lawsuit to determine liability or damages arising out of this agreement, the prevailing party shall be entitled to receive the cost of reasonable attorney's fees in addition to damages awarded by the court. ARTICLE XIV - ASSIGNMENT OF AGREEMENT Lessee shall not assign this agreement without first obtaining the prior written consent of Lessor, which consent may be withheld for cause. However, the Lessee may assign this agreement to any entity controlling, controlled by, or under common control with Lessee without obtaining the consent of Lessor; but in such case notice of assignment shall be given to Lessor within ten (10) days after the assignment. -9- �� srarFpF CppNTY pF pA(/FpRN/A �l RjvFRSj�F pN t m, t d 4 t°� or �G tp ad thation th EN\ /es0,othat sayitbi�n ex bViTjyFSS�°f its 6oa�p1po t se yha dp W°�Cprts F°r edan0' a 364 E —N.E. COR. LOT 3 N 890 48'00" E (EAST, RECORD) _ _----�---- aLEJa _ ROAD a tl' ! 103.0i5_ \i N89° 48'00"E f' 100, Lu ? R' 2O I t A=890 3750 x :^ a T= 19.87 w ( E AS t= I LaJ z � I � on r � 1 00 EAST m 1 I00' �1� 0 P o �-- ^-0W .9&Ares= a. � a o � z ` x ti 0 w > L f 1 U N 89040'00"W, 224.45' 5 LOT 3 LOT 2 SEC. 13 , T 4 S., R,4 E. PALM VALLEY COLONY LANDS M.B. 14 /652 S.D. Co. CITY OF PALIA SPRINGS DEPARTME14T OF PUBLIC VVOPKS _ ENGINEERING DIVISIC �. LEASE � PATPROVED: .3�J rr" PUBLIC WORKS DIRECTOR R,C.E ADDITIONAL LEASE AREA TO BIRD DESIGN BY�T SCALE; FILE NP CORPORATION IN SECTION 13, T4S., F, O.M. I"=100' RJV R. 4 E., S. B.B& M. CHECKED BY: UVFG. N;r._.._ SHEETEXHIBIT A- gage 1 I �� I INSERT NAME OF COMPANY__ - (Pleiem called the company) CERTIFICATE OF INSURANCE The company hereby slates that it has issued to the insured named herein the policy Tho company wlu man m the person or organization named of policies of insurance described below: below, at [ha addross indurated herein notice of cancela[ion and, where Possible, notice of any material change in any of the desnibcd pohe(es NAMED INSURED AND ADDRESS This certificate Is furnished as a matter of information only - and confers no rights upon the holder. It is issued with the �DLL'J7 COFLP01i'STTCi'1, .i;I;iD OI'LYGrTI`f understanding that the rights and liabilities of the parties I3UX,PTIIING Gy�?IPI� Sit TIiTOe yJ� will be governed by the original policy as it may be lawfully amended by endorsement from time to time. Insurance is pj lT?D ASP_+LCt�. TECEPTOZOCY, IILTC, afforded only with respect to such and so many of the 700 SOUTII 14111 S'HIET 11 policies and coverages thereunder as are indicated by a limit of liability applicable thereto.The limit of the company's �IIC.[31(i01JI1, Cet].;II'CiI,1TT i`< liability under each such coverage shall not exceed the amount stated herein, subject to all the terms of the policy having reference thereto. TYPE OF INSURANCE POLICY EFFECTIVE EXPIRATION LIMITS OF LIABILITY (Indmale by "X" In Box) NUMBER DATE DATE BOmLY hvmnv LIABILITY PROPERTY DAMAB6 LIABILITY El Owners; Landlords' and each each Tenants'Liability El Manufacturers' and $ perach son[son § accident Contractors'Liability $ accident Owners' and Contractors' aggregate Yromctiva Liability _ $ products •a aggregate each each $ person $ accident each _ $ _ accident I aggregate COMPREHENSIVE LIABILITY EXCEPT AUTOMOBILE LIABILITY eac$ 1 000 00C. person $ ]- 000 OOO each '+ r` a aggregate ❑ INCLUDING AUTOMOBILE $ operations each aggregate CS.P 906j3 10/19/66 10113169 $ SIT'GTw accident $ S11,fCaut: proteective ❑EXCLUDING AUTOMOBILE LIl^iL1d $ f.1'll'T' products aggregate $ contractual — AUTOMOBILE p[Oducts WHIZ) VitID_] PRODUCT'S COU:-?h8? 1@C11,UDa) each $ accident Coverage afforded in accordance with the Workmen's Compensation Law of the States specified in subdivision (a) below and the Occupational Disease WORKMEN'S Law, it any, at such States, unless otherwise stated in subdivision (b) below COMPENSATION (a) (b) EMPLOYERS' LIABILITY COVERAGE B—EMPLOYEES SUBJECT TO COMPENSATION LAW (Unless number, effective stated, the pol-ar, �,$ icy numbeq effective and erthos Lion dates are the same m those COVERAGE B—EMPLOYEES NOT SUBJECT TO COMPENSATION LAW shown for workmen's compensa- tion Insurance) Irv.runv BY AccmcrvT Irvaunv By Darnse each each $ person t$$ person each aggregate $ accident (each state) MEDICAL $ each - person REMARKS TIT Tii T31i C[' 0ftifCy7L.,e TTC:v OT ,I,;:rl POZICT�` ( A :? )iTC1'IOir Iil '_' I7 LIA'lI'TS OP T^I-s IJILSIIIITY, TICD CO1,1P ,d'1 ;lt, 71--KJ)_9AVO:t .T,O GIVE ':IltTTi'J;il T_dOTIG3, TO r I r I'_ER'Y TO S 0'tl TI1I5 CZHIPICITE IS TSST-D T.Zlii lilO) DAYS P]PRT1Z TO P C I'`3 D;iI.TDI OF C'__ CkLj. i'IO I. N5ti .t 'THE ' So ]; L bP li I D Z ` 'Pori; sTCi?D OCCJIRTcC SLJ,Z ,MS'TITUT?) THeIrEiOR. n ISSUED AT REQUEST OF: City of Palm Spriq--is Date Palm Springs, California. By L11t,Ln: De,pird-y City Clerk <' /t f� flT'z,✓GEC L Authorized Representative CERTIFICATE OF INSURANCE ,ti Q GENERAL OFFICES 80 MAIDEN LANE, NEW YORK, NEW YORK 10038 DEPARTMENTAL OFFICES Eastern Department . . . . . . . . . . . . . . . 80 Maiden Lane, New York, New York 10038 Middle Department: . . . . . . . . . . . . . . . 10 Park Place, Newark, New Jersey 07101 Western Department . . . . . . . . . . . . . . . 360 West Jackson Boulevard, Chicago, Illinois 60606 Pacific Department . . . . . . . . . . . . . . . . 160 Pine Street, San Francisco, California 94111 Southeastern Department . . . . . . . . . . . . . 161 Peachtree Street, N. E., Atlanta, Georgia 30303 Southwestern Department . . . . . . . . . . . . . 1810 Commerce Street, Dallas, Texas 75201 Branch and Field Offices in all Principal Cities 0 CERTIFICATE OF INSURANCE Date..Js7,1}U.. .Y .....2. ....................... 19.Fi..7..... THIS IS TO CERTIFY that the Insured set forth below is at this date insured with the Company(ies) as indicated under Policy(ies) described in the following schedule. DESCRIPTIVE SCHEDULE Insured: Bird Corporation Address of Insured: Mark III P.eshiraior Lane , Palm Springs , California, Locations Covered: United States , Canada and C,Iexico Aircraft: N 5907 , N 1234V, N 26044 , F1 7436C Company Policy No. Expiration Date Limits of Liability Aircraft Liability _ Each Person $ 250 t (J Q!y BodilyInjury Pacific A1-13_11461A 1 2J G°o'' Each Occurrence J 1$ f1 Ij Y � � .,O ,000 Property Damage Indemnity Each Occurrence $'] 2 G G G s 0 G G Passenger Insurance Each Person $ 250 ,O0ii x C orll 1)anv Each Occurrence $1 500 a000 k Single Limit inc 1. Passenger Each Occurrence $ Single Limit exc 1. Passenger Each Occurrence $ Airport Liability PaC'I 'F'IC f!P3-ll65!', 1 /26/58 Each Person $ 250000 t Bodily Injury Indemni �l Each Occurrence $ 500 :0616 Property Damage Insurance Each Accident $I ,0f00 ,OO oi . Single Limit Golf}Ian V Each Accident $ ❑ Hull-Ground only Amount of Insurance Ll Hull—Ground&Flight Workmen's Statutory Compensation v of Palm S+arinrs This certificate a issued at the request of...................... ...............................................................................I............................ ................. . ..............................................................................,.........•...................................................................I.................. .... I'a (... ��JrintlS whoseaddress u......... .............................................................. ................................: ................................................................................. ....................................................................................California Whom we agree, if possible to notify Ten days before date of Cancellation, if policy should be can- celled, but the Company(ies) shall not be liable in any way for failure to give such notice. ADDITIONAL AGREEMENTS * S250,000 , each person - 1250 ,000 multi -lied b , the number o1 passenger seats carried in the aircrafi insured hereunder , but in no event to exceed ;;1 ,500 ,000 . each occurence . AVIATION INSURANCE MANAGERS, INC. AVIATION MANAGERS � �ih.<� .......... . ....riz . . .... .........\...................... ... ....... Authorized R Form No. 502* 12/61