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Contracts & Agreements_161-2021
RECORDING REQUESTED BY CITY CLERK'S OFFICE CITY OF REDLANDS WHEN RECORDED RETURN TO CITY CLERKS OFFICE CITY OF REDLANDS P O BOX 3005 REDLANDS, CA 92373 0 Electronically Recorded in Official Records San Bernardino County Bob Dutton Assessor Recorder -County Clerk DOC# 2021-0410929 09/09/2021 Titles 1 Pages 27 08 00 AM SAN Fees $0 00 Taxes $0 00 C5032 CA SB2 Fee $0 00 Total $0 00 FEES NOT REQUIRED PER GOVERNMENT CODE SECTION 6103 (THIS SPACE FOR RECORDER'S USE ONLY) GROUND LEASE This Ground Lease (hereinafter referred to as "Lease"), is made and entered into this 7th day of September, 2021 ("Effective Date"), by and between the City of Redlands, a municipal corporation and general law city hereinafter referred to as "City," and Eric C Paul, an individual, hereinafter referred to as "Tenant " City and Tenant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " RECITALS WHEREAS, City is the owner of certam aircraft hangars located at the Redlands Municipal Airport which City acquired pursuant to that specific Settlement Agreement and General Release dated December 20, 2005 ("Settlement Agreement"), by and between Aerodynamics, Inc and City, and WHEREAS, at the time of City's acquisition of the hangers, Tenant was the only sublessee of Aerodynamics, Inc , and, pursuant to section 8 of the Settlement Agreement, City desires to enter into a ground lease with Tenant and Tenant desires to obtain the lease rights set forth herein, to facilitate Tenant's ownership of Hangar #1 located at the Redlands Municipal Airport ("Airport"), NOW, THEREFORE, inconsideration of the mutual promises contained herein and for such other good and valuable consideration, the receipt of which is hereby acknowledged, City and Tenant agree as follows AGREEMENT ARTICLE 1 PROPERTY LEASED 1 1 Definition of Property City hereby leases to Tenant, and Tenant hereby leases and takes from City, for the term and for the Rent (as hereinafter defined in section 4 hereof) and upon the conditions, set forth herein, the property descnbed m Exhibit "A" ("Property") 1 L \ca\dim\Agrcements\Enc Paul Auport Ground Subleasc 9 7 21 docx.in DOC #2021-0410929 Page 2 of 27 1 2 Absence of Warranties. Except as may be specifically set forth in this Lease, both Parties acknowledge and agree that neither Party has made, nor has either Party relied upon, any representation or warranty by the other Party regarding the permitted use, the effect of any apphcable laws or restnctions, the physical condition, or any other aspect of the Property ARTICLE 2 TERM 2 1 Term The term of this Lease shall commence on its Effective Date, and expire on April 30, 2029, subject, however, to earlier termination as hereinafter provided ARTICLE 3 USE AND COMPLIANCE WITH LAWS 3 1 Use The use herein granted is for pnvate storage and/or mamtenance of aircraft owned or leased by Tenant and, with pnor wntten approval by City, an aviation related business This approval by City for a proposed aviation related business by Tenant cannot be unreasonably withheld An aviation related business is defined as a business that provides service to an aircraft or provides a product that becomes part of an aircraft No other activity shall be conducted by Tenant without advance written approval by City 3 2 FAA Regulations Applicable. It is understood and agreed by Tenant that City, by accepting federal aid for the development of the Airport, agreed in wntmg to comply with Federal Aviation Administration ("FAA") regulations concernmg any agreements, contracts, leases, or other privileges given in connection with the Airport Applicable FAA Regulations are deemed incorporated herein In addition to the FAA Regulations to which City agreed, City has reserves for itself the following nghts A Aeronautical Uses (1) The right to further develop or improve the landing area of the Airport as it may find necessary in City's sole discretion, regardless of the desires or view of Tenant and without interference or hindrance, and (2) The nght, but not being obligated to Tenant, to maintam and keep in repair the landing area of the Airport and all publicly -owned facilities of the Airport, together with the nght to direct and control all activities of Tenant with regard to all publicly -owned facilities, and (3) The nght to keep this Lease subordinate to the provisions and requirements of any existing or future grant agreements between City and the United States or any existing or future FAA Regulations relative to the development, operation or maintenance of the Airport B Non -Aeronautical Uses. (1) That there is hereby reserved to City, and its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Property, together with the nght to cause m said airspace such noise as may be 2 L.\ca\dim\Agreements\Enc Paul Auport Ground Subleasc 9 7 21.do x jn DOC #2021-0410929 Page 3 of 27 inherent in the operation of aircraft, now known or hereafter used for navigation of or flight in the air, using said airspace for landmg at, taking off from or operating at the Airport, and (2) That Tenant by accepting this Lease expressly agrees for itself, its successors and assigns that it will not erect nor permit the erection of any structure or object m violation of City's ordinances, and (3) That Tenant by accepting this Lease expressly agrees for itself, and its successors and assigns, that it will not make use of the Property or of the common areas of the Airport m any manner which might mterfere with the landing and taking oft of aircraft from the Airport or otherwise constitute a hazard In the event the aforesaid covenant is breached, City shall have the nght to enter upon Tenant's Property and cause the abatement of such mterference at the expense of Tenant 3 3 Compliance with Laws. Tenant, without cost to City, shall comply with all laws and ordinances, and the orders, rules, regulations and requirements of all Federal, State and municipal governments and appropnate departments, commissions, boards and officers thereof, foreseen or unforeseen, ordinary as well as extraordinary, and whether or not the same require structural repairs or alterations, which maybe apphcable to the Property, or the use or manner of use of a hangar located upon the Property, including such requirements of City as are communicated to Tenant by City from time to tune, and Tenant agrees to indemnify and hold City harmless from any penalties, charges or damages imposed for any violation thereof 3 4 Contest of Laws Tenant shall have the nght, after pnor wntten notice to City, to contest by appropnate legal proceedings, without cost or expense to City, the validity of any law, ordinance, order, rule regulation or requirement of the nature referred to in this Section 3 4 if compliance with same may legally be held m abeyance without subjecting Tenant, City to any liability of any nature for failure so to comply therewith, provided Tenant posts such bond or obtains such injunction, order or wnt as will permit Tenant to postpone compliance therewith until the final determmation of proceedings All such proceedmgs shall be prosecuted with all due diligence and dispatch Neither City shall not be required to join in any such proceeding unless it shall be technically necessary for it to do so to properly prosecute such proceedings, provided, however, City A Shall be fully mdemnified to their respective satisfaction against all costs and expenses, including attorney's fees in connection therewith, and B City shall not be subjected to any liability for the payment of any costs or expenses in connection with any such proceedmgs brought by Tenant, and C Tenant covenants to indemnify and hold harmless City from any such costs or expenses, including attorney's fees In the event that any such contest is finally determined adversely to Tenant, Tenant shall immediately comply with any such law, ordmance, order, rule, regulation or requirement Except as specifically provided herein, neither City shall have a duty to act or have any obligation with respect to such law, ordinance, order, rule, regulation or requirement 3 L \ca\dim\Agreements\Enc Paul Anport Ground Sublease 9 7 21 docx in DOC #2021-0410929 Page 4 of 27 3 5 Certain Environmental Matters A Tenant shall at all tunes and m all respects comply with all Federal, State and local laws, ordinances and regulations ("Hazardous Matenals laws") relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal or transportation of any oil, fuel, flammables, explosives, asbestos, urea, formaldehyde, radioactive materials or waste, or other hazardous, toxic, contaminated or polluting matenals, substances or wastes, including, without limitation, any "hazardous substance," "hazardous wastes," "hazardous materials" or "toxic substances" under any such laws, ordinances or regulations (collectively, "Hazardous Matenals") City represents and warrants that to the best of City's knowledge, no Hazardous Matenals currently exist on the Property B Tenant, at no expense to City, shall cause any and all Hazardous Matenals removed from the Property to be removed and transported solely by duly licensed haulers to duly licensed facilities for final disposal of such matenals and wastes Tenant shall m all respects handle, treat, deal with and manage any and all Hazardous Materials m, on, under or about the Property in total conformity with all applicable Hazardous Matenals Laws and prudent mdustry practices regarding management and disposal of such Hazardous Materials Upon expiration or earlier termination of the term of the Lease, Tenant shall, at no expense to City cause all Hazardous Materials to be removed from the Property and transported for use, storage or disposal m accordance and compliance with all applicable Hazardous Matenals Laws Tenant shall not take any remedial action in response to the presence of any Hazardous Matenals m, on, under, or about the Property or any hangar, nor enter into any settlement agreement, consent, decree or other compromise in respect to any claims relating to any Hazardous Matenals m any way connected with the Property or any hangar without first notifying City in wnting of Tenant's mtention to do so and affording City ample opportunity to appear, intervene or otherwise appropnately assert and protect City's interest with respect thereto C Tenant shall immediately notify City m writing of (I) Any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any Hazardous Matenals Laws, contnbution, cost recovery compensation, loss or injury resultmg from or claimed to result from any Hazardous Matenals, and (n) Any reports made to any environmental agency arising out of or in connection with any Hazardous Materials m, on, under or removed from the Property, including any complaints, notices, warnings or asserted violations m connection therewith Tenant shall also supply to City as promptly as possible, and m any event within five (5) business days after Tenant first receives or sends the same, with copies of all claims, reports, complamts, notices, warnings, or asserted violations relatmg in any way to the Property, or Tenant's use thereof Tenant shall promptly deliver to City copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Matenals removed from the Property Tenant shall make all reports and filmgs required by any Hazardous Materials Laws, mcludmg without limitation, pursuant to California Water Code Section 13260 and California Health and Safety Code Section 25220, and provide City with the same for City's review prior to filing 4 L \ca\dpn\AgrcementslEric Paul Airport Ground Sublease 9 7 2l docx jn DOC #2021-0410929 Page 5 of 27 D Tenant shall indemnify, defend (by counsel reasonably acceptable to City), protect, and hold City, employees, agents, attorneys, successors and assigns, free and harmless from and against any and all claims, demands, damages, costs, liabilities, penalties, forfeitures, losses or expenses (including attorneys' fees) or death of or injury to any person or damage to any persons' property (all such persons including, without limitation, Tenant and all of Tenant's successors, assigns and affiliates) (collectively, a "Claim" herein), ansmg from or caused In whole or in part, directly or mdirectly, by (1) The presence in, on, under or about the Property or discharge In or from the Property of any Hazardous Materials or Tenant's use, analysis, storage, transportation, disposal, release, threatened release, discharge or generation of Hazardous Matenals to, in, on, under, about or from the Property, (n) Any failure to perform Tenant's obligations regarding Hazardous Matenals provided for under this Lease, or (ni) Tenant's failure to comply with any Hazardous Matenals law The Claims mcluded hereunder shall specifically mclude, without limitation, (a) Any Claim by a Federal, state or local governmental agency arising out of or in any way connected with the environmental condition of the Property, mcluding but not limited to Claims for additional cleanup of the Property, and (b) Any Claim by any successor, grantee of Tenant (includmg a mortgagee who acquires title to Tenant's mterest in the Property through foreclosure or by accepting a deed m lieu of foreclosure), or by any tenant, licensee or mvitee of Tenant, out of or in any way connected with the environmental condition of the Property Tenant's obligations hereunder shall mclude, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, cleanup, detoxification, or decontamination of the Property, and the preparation and implementation of any closure, remedial action or other required plans m connection therewith, and all of Tenant's obligations under this Section 3 5 shall survive the expiration or earlier termination of the term of the Lease For purposes of the release and indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, assigns, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Tenant Tenant expressly waives the benefits of Section 1542 of the California Civil Code which provides as follows "A general release does not extend to claims which the creditor does not know or expect to exist in his or her favor at the time of executmg the release, which if known to him or her must have matenally affected the settlement with the debtor " E The Parties agree that although City shall have the nght to enter upon the Property at any time to monitor and enforce Tenant's compliance with the requirements of this Section 3 5, City does not have the power, obligation or authority to control Tenant's actual use of the Property beyond the commitments and covenants set forth herein and, therefore shall have no responsibility for the same 5 L \ca\dim\Agreements\Enc Paul Auport Ground Sublease 9 7 21 docx jn DOC #2021-0410929 Page 6 of 27 ARTICLE 4 RENT 4 1 Initial Rent. Until the date of the First Rent Adjustment, Tenant shall pay to City as rent ("Rent") without deduction, offset, or prior notice or demand for the use and occupancy of the Property, the sum of three thousand eight hundred three dollars and thirty five cents ($3,803 35) per year 4 2 Rent Adjustments (a) Beginning on the first year anniversary of this Lease in 2022, and every year thereafter, Rent shall be adjusted in accordance with the most recent available Consumer Price Index for All Urban Consumers for the immediate geographic area ("CPI") as promulgated by the Bureau of Labor Statistics of the Department of Labor (b) The adjustment shall be based on the following (1) Rent shall not decrease as a result of changes to CPI (2) Rent adjustment shall be five percent (5%) per year or the percentage change in CPI per year, whichever is less, (3) Each adjustment to Rent shall be calculated by City during the second month of each subsequent penod as identified m Section 4 2(a) above City shall notify Tenant of the adjusted Rent before the end of the fourth (4th) month following the end of each subsequent period Tenant, upon notice from the City of the adjustment to Rent, shall make up, the difference for the preceding months back to the Adjustment Date, and commence paying the newly adjusted Rent Any failure or error of City in computmg the Rent Adjustment shall not be interpreted as a waiver of City's nght to increase the rent as set forth herein 4 3 Place of Paying Rent. The Rent provided for herein shall be paid to City's Revenue Division at 35 Cajon Street, Suite 15B, Redlands, California 92373 or at such other place as City may from time to time designate in wntmg 4 4 Past Due Rent. Tenant acknowledges that late payment by Tenant to City of any Rent will cause City to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to determine in advance Such costs include, without limitation, processing and accounting charges, and late charges that may be imposed by City Therefore, if any Rent due from Tenant is not paid when due, Tenant shall pay to City an additional sum of ten percent (10%) of the overdue Rent as a late charge, along with interest on the defaulted sum at the rate set forth in Section 18 5 from the date due The Parties agree that this late charge and this interest charge together represent a fair and reasonable estimate of the costs and damages that City will incur by reason of late payment by Tenant Acceptance of any late charge shall not constitute a waiver of Tenant's default with respect to the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City 4 5 Special Adjustments to Lease Payments, Disputes 6 L \ca\djm\Agreements\Eric, Paul Airport Ground Sublease 9 7 21 docx.in DOC #2021-0410929 Page 7 of 27 A If, during time of war or national emergency the United States Government shall require for military uses, all or such portions of the Property that a reasonable amount of reconstruction of the Property will not permit Tenant's practical continued occupancy, the provisions of this Lease, insofar as they are rendered impossible of fulfillment by reason of the United States Government's use or uses of the Property, shall be suspended for the duration of such governmental use or uses It is further agreed between the respective Parties that dunng any such time of war or national emergency, City shall have the nght to enter into and execute an agreement with the United States Government for such military use without terminating or otherwise effecting this Lease, but rather with the effect of suspending any provisions under said agreement insofar as they are inconsistent with those contained in the agreement of City with the government B If, by reason of any Act of Congress, Presidential Executive Order, Regulation of Federal Aviation Administration, or during time of war or declared national emergency, the nght of the citizenry at large to engage in pnvate flying activities is prohibited absolutely or temporarily suspended, the amount of Rent due and covenanted to be paid by Tenant hereunder to City under any provision of this Section 4 5 and shall be reduced to a reasonable Rent in view of such circumstances as may from time to time be established by City in its reasonable discretion ARTICLE 5 RULES AND REGULATIONS 5 1 Authority of City Notwithstanding any other provision of this Lease City shall have complete dominion over the Property descnbed herein during the term of this Lease for the purpose of and to the extent necessary to maintain law, order, and safety, and each of them has the authonty and nght to deny access to the Project by any person who fails to conform in all respects to this Lease 5 2 Project Rules and Regulations City may adopt and enforce reasonable and lawful rules and regulations with respect to aircraft operations within the project area which tenant agrees to observe and obey, provided such rules and regulations are consistent with safety and/or the rules, regulations and orders of the Federal Aviation Administration or any other governing body with respect to aircraft operations Tenant agrees to maintain the Property in a neat, clean and orderly condition, and not to allow the use of said Property for any unlawful purposes Tenant may not erect any signage or make modifications to the exterior of the hangar building without the wntten consent of City While maintenance or work activity of any legal kind on tenant owned or leased aircraft is permitted inside the Property it is not permitted outside the Property, in common areas or in any area that may inhibit the use and enjoyment of the Airport by others ARTICLE 6 TENANTS TAXES AND ASSESSMENTS 6 1 Real and Personal Property Tenant agrees to pay ten (10) days pnor to the date of delinquency, all real property taxes and assessments which shall, during the term of this Lease, be assessed against the Property, and m addition thereto Tenant shall pay all taxes and assessments of any nature levied against any personal property, trade fixtures or improvements belonging to Tenant (including the hangar) in, on or about said Property Any real property taxes shall be 7 L \ca\dim \Agrccments\Enc Paul Airport Ground Sublease 9 7 21 docx.jn DOC #2021-0410929 Page 8 of 27 prorated from the date hereof Tenant shall give wntten notice to City of such payment within ten (10) days after the date that Tenant makes such payment 6 2 Calculations by City As the Property may or may not be separately assessed, and may be part of a larger parcel, for assessment purposes (hereinafter referred to as the "larger parcel"), taxes shall be calculated by using a fraction of said taxes on the larger parcel, the numerator of which shall be the square footage of the Property and the denominator of which shall be the total square footage of all hangars within the larger parcel With respect to any assessments which may be levied against or upon the Property and the underlying realty, or which under the laws then in force may be evidenced by improvement or other bonds, or may be paid m annual Installments, only the amount of such annual installment (with appropriate proration of any partial year) and statutory mterest shall be included within the computation of the annual taxes levied against the Property and the underlying realty 6 3 Special Assessments Tenant agrees to pay, ten (10) days pnor to date of dehnquency, in addition to all other sums provided for herein, all general or special assessments which may become due and payable and which may be levied or assessed against the Property during the term hereof Tenant shall give wntten notice to City of such payment ten (10) days after the date that Tenant makes such payment 6 4 Payment by City In the event Tenant fails to pay such taxes, assessments or charges or fails to give wntten notice of such payment as herein provided at least ten (10) days pnor to the time the same would become delinquent, City may at his option, at any time within or after such ten (10) day period, pay any such taxes, assessments or charges, together with all penalties and interest which may have been added thereto by reason of any such delinquency or default, and may likewise redeem the Property, or any part thereof, or the buildings or Improvements located thereon, from any tax sale or sales Any such amounts so paid by the City shall become immediately due and payable as Rent by the Tenant to the City, together with interest thereon at the rate set forth in Section 18 5 from the date of payment by City until paid by Tenant Any such payment shall not be deemed to be a waiver of any other nghts of City hereunder ARTICLE 7 UTILITIES 7 1 Use Charges Tenant shall pay City for all charges for water, electricity, light, heat or power, or other utilities, used, rendered or supplied upon or in connection with the Property throughout the term, based upon use calculations and/or use allocations determined by City, billed by City, and the utility meters installed by City 7 2 Utility Permits. Tenant shall, without cost to City, procure any and all necessary permits, licenses or other authorizations required for the lawful and proper installation and maintenance upon the Property of wires, pipes, conduits, tubes and other equipment and appliances for use in supplying any such services to and upon the Property ARTICLE 8 HANGAR CHANGES, ALTERATIONS AND MODIFICATIONS 8 L \ca\djm\Agreements\Enc Paul Airport Ground Sublease 9 7 21 docx.jn DOC #2021-0410929 Page 9 of 27 8 1 Construction Standards Tenant shall have the nght, at his expense, to make reasonable alterations to the improvements located on the Property from time to time during the term of this Lease, subject, nevertheless, to the following conditions A Tenant shall first obtain written consent of City, which City may withhold in its reasonable discretion B Tenant shall furnish written plans and specifications to City C All costs of any alterations, changes or improvements shall be borne and paid for by Tenant D The Property shall at all times be kept free of mechanics and matenalmen hens, as more specifically provided m Article 9 below, and E City shall have the nght to post notices of non -responsibility in compliance with the laws of the State of California then and there effective F Alterations shall be in complete conformance with all applicable local, county, State, and Federal rules, codes and regulations G Tenant agrees that any damage to City's hangar structure or to the improvements/property of others caused by any of Tenant alterations shall be repaired m a workman like manner and at Tenant's sole expense 8 2 Performance Bond. Pnor to the commencement of any construction on the Property Tenant shall furnish to City at Tenant's sole expense, a performance bond with a surety company authonzed to do business m the State of Cahfornia and in a form reasonably satisfactory to City guaranteeing m favor of City the construction of such improvements according to plans and specifications, free and clear of all mechanics' hens, matenalmens' hens and hens of a similar nature 8 34 No Removal at End of Term At the end of the term of this Lease, Tenant's interest in any hangar located on the Property, including any alterations, additions and changes, shall terminate, and the hangar and all improvements erected on the Property shall be deemed the property of City, without compensation to Tenant, and free and clear of all claims, hens and encumbrances whatsoever, with respect to which Tenant shall indemnify and hold harmless City ARTICLE 9 MECHANICS' LIENS 9 1 Liens on Property Tenant shall not suffer or permit any mechanics' hens or other liens to be filed against the Property, nor any buildings or improvements on the Property by reason of any work, labor, services, or matenals supplied or claimed to have been supplied to Tenant or anyone holding the Property, or any part thereof, through or under Tenant 9 2 Contesting Liens if any such mechanics' liens or matenalmens' hens shall be recorded against the Property or any hangar, Tenant shall cause the same to be removed, or, and in the alternative, if Tenant in good faith desires to contest the same, Tenant shall be privileged to do so at his expense, but in such case Tenant shall indemnify and save City harmless from all liability for damages and attomey's fees occasioned thereby and shall, m the event of a judgment 9 L \ca\djm\Agreements\Eric Paul Airpon Ground Sublease 9 7 21 doex jn DOC #2021-0410929 Page 10 of 27 of foreclosure upon said mechanic's hen, cause the same to be discharged and removed within three (3) days of the date of said judgment 9.3 City's Rights to Remove Lien If Tenant fails to discharge such hen or furnish a bond against the foreclosure thereof as provided by the statutes of the State of California, City may, but is not obligated to, discharge the same or take such other action as City deems necessary to prevent a judgment of foreclosure upon said lien from being executed against the property, and all costs and expense, including reasonable attorney's fees incurred by City, shall be repaid by Tenant upon demand, and if unpaid may be treated as additional rent 9 4 Notices of Non -Responsibility Nothing m this Lease shall be deemed or construed m any way as constituting the consent or request of City, expressed, or implied, by mference or otherwise, to any contractor, subcontractor, laborer or matenalmen for the performance of any labor of the furmshmg of any matenals for any specific improvement, alteration or repair of, or to, the Property, any buildings or improvements thereof, or any part thereof City shall have the nght at all reasonable tunes to post and keep posted on the Property such notices of non -responsibility as City may deem necessary for the protection of City from mechanics and matenalmens' liens ARTICLE 10 REPAIRS AND MAINTENANCE City shall not be obhgated to make any repairs, alterations, additions or improvements in or to or upon the Property or in, on or upon any hangar or any structure or other improvements existing or hereinafter erected or installed thereon Tenant shall, at all times during the term of this Lease and at Tenant's sole cost and expense keep and maintain such hangar and all buildings, structures and other improvements erected and installed on said Property in good order and repair, and keep the Property and the whole thereof in a clean and sanitary condition Tenant shall construct, maintain and repair all walls, sewers, sewer connections, electrical connections, drams, pipelines, and other improvements which may be required at any time by law to be constructed, maintained or repaired upon said Property or any hangar Tenant shall make any and all additions to or alterations in the hangar or any other buildings and structures erected on said Property which may be required by, and shall otherwise observe and comply with, any and all public laws, ordinances and regulations at any time applicable to said Property and the hangar Tenant shall indemnify and save harmless the City against all actions, claims and damages by reason of A Tenant's failure to perform the terms hereof including but not limited to Tenant's failure to keep and maintain said Property, any hangar, and any other buildings and improvements thereon as herein above provided, or B Tenant's non -observance or non-performance of any law, ordinance or regulation applicable thereto Tenant waives any provisions of law, including sections 1941 and 1942 of the Civil Code of the State of California, that may require any duty of repair by City or permit Tenant to repair at expense of City ARTICLE 11 INDEMNITY AND INSURANCE 10 L.\ca\djm\Agreements\Enc Paul Anport Ground Sublease 9 7 21.docx.jn DOC #2021-0410929 Page 11 of 27 11 1 Liability of City City shall not be liable at any time for any loss, damage or injury to the property or person of any person whomsoever at any time occasioned by or arising out of any act, activity, or omission of Tenant, or of anyone holding under Tenant, or the occupancy or the Property or any part thereof, by or under Tenant, or any state or condition the Property or any part thereof 11 2 Indemnity. Notwithstandmg anything to the contrary herein contained and irrespective of any insurance carried by Tenant for the benefit of City under the terms hereof, Tenant agrees to protect, mdemnify and hold City and said Property harmless from any and all damages or liabilities at any time occasioned by or arising out of any act, activity, or omission of Tenant, or of anyone holding under Tenant, or the occupancy or use the Property or any part thereof, by or under Tenant, or any state or condition the Property or any part thereof 11 3 Insurance A As a condition precedent to the effectiveness of this Lease and in partial performance of Tenant's obligations hereunder, Tenant agrees to be listed on policies with City if legal and appropnate, and pay applicable premiums, or at his own expense shall deliver to City for approval certificates or pohcies of insurance as evidence that the following types and amounts of insurance are in effect during the term of this Lease (1) Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self -insured or exempt from the workers' compensation laws of the State of California Consultant shall execute and provide City with Exhibit "B," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herem by this reference, pnor to performance of the Services (2) Comprehensive General Liability insurance with carvers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public hability, property damage and personal mjury is required. City shall be named as an additional insured and such insurance shall be primary and non-contnbuting to any insurance or self-insurance maintained by City (3) Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined smgle limit bodily injury liability and property damage liability This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non -owned vehicles, and employee non - ownership vehicles City shall be named as an additional msured and such msurance shall be pnmary and non-contributing to any insurance or self-insurance maintained by City (4) Property Damage Two hundred thousand dollars ($200,000) Combined Single Limit (5) Fire Insurance Adequate to cover full replacement value of Tenant's personal property, tenant improvements and betterments located on the Property 11 L \ca\djm\Agreements\Enc, Paul Airport Ground Sublease 9 7 21.docx.jn DOC #2021-0410929 Page 12 of 27 B The City shall be named additional insureds under said pohcy or policies of insurance Tenant shall be required to inform City in writing of any change, expiration or renewal of insurance policy or policies within thirty (30) days of effective date of change Further. each pohcy shall provide that same shall not be canceled until a thirty (30) day written notice of cancellation shall be mailed to City at P 0 Box 3005, Redlands, Cahforma 92373 C All Insurance required shall be maintained m force at all times by Tenant Failure to maintain said insurance, due to expiration, cancellation, etc , shall be cause for City to give notice to immediately suspend all Tenant's activities at the Airport Failure to reinstate said Insurance within thirty (30) days shall be cause for termination and forfeiture of this Lease D The procuring of such policies of insurance shall not be construed to be a limitation upon the Tenant's liability or as a full performance on it's part of the indemnification provisions of this Lease, Tenant's obligation being notwithstandmg said policies of insurance, for the full and total amount of any damage, injury or loss caused by negligence connected with its operation under this Lease E Additional Insurance or Fmancial Capacity If at any time it reasonably appears to City that Tenant is not maintaining sufficient msurance or other means of financial capacity to enable Tenant to fulfill its obligations to City under this Section 11 3, whether or not then accrued, liquidated, conditional or contingent, Tenant shall procure and thereafter maintain in full force and effect such msurance or other form of financial assurance, with or from companies or persons and in such amounts and forms reasonably acceptable to City, as City may from time to time reasonably request F If Tenant fails to procure and keep m force the insurance required, City may but need not procure that insurance, and all premiums and costs associated therewith shall be immediately due and payable by Tenant as Additional Rent ARTICLE 12 HYPOTHECATION 12 1 Encumbrance of Leasehold. Incident to the acquisition of any hangar or any alteration, Tenant may encumber its leasehold to a lender consented to pursuant to a "Consent of Hypothecation" by the City "Approved Encumbrance" herein shall mean an encumbrance approved by the City "Lender" herein shall mean the owner and holder of an Approved Encumbrance 12 2 Default in Loan A Upon default by Tenant under any of the terms of an Approved Encumbrance, the Lender may exercise any nghts provided in such Approved Encumbrance, provided that before any sale of the Leasehold, whether under power of sale or foreclosure, the Lender shall give to the City, notice of the same character and duration as is required to be given to Tenant by either or both such encumbrance or the laws of the State of California B If such notice shall be given and any default shall continue, the City first, prior to sale of the Leasehold under power of sale or foreclosure, shall each have the right to cure such 12 L \ca\djm\Agreements\Enc Paul Airport Ground Sublease 9 7 21 docx.pn DOC #2021-0410929 Page 13 of 27 default and initiate action under Article 12 of this Lease to terminate this Lease Provided that upon any termination hereunder the City shall pay to Lender the amount of principal, accrued interest and other charges which remain unpaid C If a sale or foreclosure under the Approved Encumbrance occurs or if the Lender acquires the Leasehold by assignment in lieu of foreclosure, said purchaser or assignee, as successor in interest to Tenant, will be bound by all the terms of this Lease and will assume all the obligations of Tenant hereunder Any acquisition of the property by a party other than Lender (whether by purchase at judicial foreclosure proceedings, Trustee's Sale, or upon assignment from Lender) shall be subject to the written approval of City, which approval shall not be withheld where a reasonable transferee is proposed A transferee shall be deemed "reasonable" if its overall financial position is substantially as strong as that of Tenant at the time of execution of this Lease Upon approval of such transferee by City, Lender shall no longer be liable for the performance of any of Tenant's obligations under this Lease and the transferee shall become the new Tenant hereunder ARTICLE 13 CONDEMNATION If, during the term of this Lease, there is a taking or transfer or damage to all or any part of the land subject to this Lease for a public use by any individual or entity, public or pnvate, possessing the power of eminent domain, whether by a condemnation proceeding or otherwise (hereinafter referred to as taking), the rights and obligations of City and Tenant, with regard to such taking, shall be governed by the provisions of this Section 13 1 Date of Takmg The date of taking, as used hereafter in this Section 13 1, is defined as the earliest of the following dates A The date legal possession is taken, which is the date after which the condemnor may take possession of the property, as stated in an order authonzing the condemnor to take possession, B The date a final order of condemnation or final judgment is filed or recorded or the date a deed is recorded in the event of a transfer, and C The date that physical possession of the property is taken 13 2 Total Taking In the event of a total taking, this Lease shall terminate subject to the provisions of Article 13 herein, as of the date of takmg as herein defined and the rent payable to City shall be prorated as of said date 13 3 Partial Taking In the event only a portion of the Property is taken and the part remaining is not reasonably suited to the use to which Tenant had put the Property prior to such taking, or if no land is actually taken, but the entire property is damaged by reason of the taking of access nghts or similar valuable property nghts so that the entire remainder is not suited to such use, then this Lease may be terminated at, the option of Tenant by written notice Such option to terminate must be exercised within thirty (30) calendar days from the date of service of summons 13 L \ca\djm\Agreements\Eric, Paul Auport Ground Sublease 9 7 21 docx in DOC #2021-0410929 Page 14 of 27 and complaint in condemnation upon Tenant, or the date of taking as defined in this Section, whichever first occurs, such termination shall be effective thirty (30) calendar days thereafter 13 4 Rent Adjustment. This Lease shall, as to the part taken, terminate as of the date of taking as herein defined, and the Rent payable hereunder shall be adjusted so that Tenant shall be required to pay, for the remainder of the term, only such portion of such rent as the value of the part remaining after the taking bears to the value of the entire Property at the date of taking 13 5 Abandonment of Condemnation Proceedings In the eN, ent the condemning agency shall abandon an eminent domain proceeding after servu.e of any notice of termination by Tenant, as provided for in Section 3 hereof, then Tenant may, at its option, revoke and cancel such notice by notifying City in writing, not more than ten (10) calendar days after there has been an express or implied abandonment, as defined in Section 1255(a) of the California Code of Civil Procedure, or any amendment thereof Upon an express or implied abandonment, either party hereto shall have a nght to contest the condemnor's abandonment and a right to its respective costs and disbursements as defined and provided for in California Code of Civil Procedure Section 1255(a) or any amendment thereof If, after the condemnor takes possession or Tenant moves from the property in compliance with an order of possession, the condemnor abandons the proceeding as to such property or a portion thereof, or if it is determined that the condemnor does not have authority to take such property or portion thereof by eminent domain, and the condemnor is required by law to deliver possession of such property or such portion thereof to the Parties entitled to the possession thereof and pay damages as are provided for in Cahforma Code of Civil Procedure Section 1255(a) or any amendment thereof, then City shall receive the award of such damages, but Tenant shall be entitled to retake possession of the Property, and, in the event of such repossession by Tenant, all the terms of this Lease shall remain in effect 13 6 Apportionment of Award In the event that an award is made for the taking or damage of the land which is the subject of this Lease in any action in direct or inverse condemnation, or m the event of a transfer m lieu thereof, the Parties hereto agree that their respective nghts to the award or compensation paid shall be as follows A All that portion of the award received for the appropriation of land shall be paid to City, B All that portion of the award received for the appropriation of buildings or other improvements shall be awarded to Tenant, C All that portion of the award received for severance or other damages shall be divided between City and Tenant, as follows Tenant is to receive that percentage of said funds as the remaining term the Lease has to run at the time of the taking bears to the total term of this Lease City is to receive the balance of said funds, and D Any Interest on any award received shall be apportioned pursuant to the above allocation If there is an award made pursuant to a Judgment and the Parties cannot agree as to the values to be assigned to their respective interests in such award, the values of these interests shall 14 L \ca\djm\Agreements\Eric Paul Anport Ground Sublcasc 9 7 21 docx in DOC #2021-0410929 Page 15 of 27 be determined under a proceeding governed by California code of Civil Procedure Section 1246 1 or any amendment thereof Neither Party will do any act or make any agreement which will impair the legal obligation of the condemnor to bear the costs of such proceeding Both Parties agree, however, that m the event such a proceeding is used, the rights of the respective Parties hereto shall be govemed by the formula set forth herein 13 7 Attorneys' Fees and Costs Each Party shall bear its own costs, attorneys' fees, appraiser fees and all other costs m connection with any matter contamed m this Section except as may be otherwise provided 13 8 Right of Entry, Neither Party hereto shall grant a nght of entry to any condemnor without the written consent of the other Party hereto 13 9 Notice In the event either Party hereto receives actual or constructive notice of any acts on the part of an entity or individual possessmg the power of eminent domain which would cause or allow any of the provisions of this Section to be invoked, then in that event such Party shall immediately notify the other Party in wntmg of such information ARTICLE 14 ASSIGNMENT Tenant shall not assign this Lease m whole or m part by operation of law or otherwise, without the pnor wntten consent and approval of City first had and obtained, and any such assignment without such wntten consent shall be invalid for all purposes City shall not unreasonably withhold consent to such assignment Tenant shall furnish City with satisfactory Financial Statements and information regarding the proposed assignees The consent of an assignment, as herein provided, shall not be required of an institutional lender in the event of a foreclosure or acquisition in lieu thereof pursuant to the provisions of the Section captioned "Hypothecation " ARTICLE 15 SUBLETTING Tenant shall have the nght, at any time or from time to time, with City's prior wntten consent (which shall not be unreasonably withheld), to sublet all or any portion of the Property, including any hangar on the Property, or any improvements thereon, subject to all of the agreements, terms, covenants and conditions of this Lease Any assignment or subletting shall not be for a period longer than the term of this Lease or it shall be null and void ARTICLE 16 DAMAGE OR DESTRUCTION In the event the improvements, or any part thereof, shall be damaged or destroyed by any cause whatsoever, Tenant shall give City written notice thereof and shall forthwith commence repairing or rebuilding at no cost to City, to the extent of a sum equal to the replacement cost of all improvements immediately pnor to the casualty Such repairing or rebuilding shall be diligently prosecuted to completion All insurance moneys payable by the reason of said casualty up to the 15 L \ca\djm\Agiccntents\E.ric Paul Auport Ground Sublease 9 7 21.doc . n DOC #2021-0410929 Page 16 of 27 replacement cost of all improvements immediately pnor to said casualty shall be applied to the cost of repairing or rebuilding and said sums shall be payable to City and Tenant jointly In the event said proceeds are insufficient to complete such repairing or rebuilding, Tenant shall provide such additional sums as are necessary for the completion In the event of termination of this Lease for any reason whatsoever, all insurance proceeds to be paid shall be immediately paid to City, and Tenant hereby assigns to City any interest in said proceeds in such event Damage or destruction of any Improvements on the Property shall not terminate this Lease nor in any way release Tenant from his liabilities or obligations hereunder, and Tenant hereby waives any provision of the law to the contrary ARTICLE 17 DEFAULT AND REMEDIES 17 1 Without Hypothecation In the event no hypothecation shall have been consented to by City, if Tenant shall default in the payment of any sum of money due hereunder, and such default shall continue for a period of ten (10) calendar days after written notice thereof by City, or if Tenant shall default rn the performance or observance of any other provision of this Lease to be performed or observed by Tenant, and such default shall continue for a period of thirty (30) calendar days after wntten notice thereof by City (or, in the case of a default which cannot with reasonable diligence be cured within thirty (30) days, Tenant shall fail to proceed promptly after the service of such notice and with all reasonable diligence to cure the same or thereafter shall fall to prosecute with all reasonable diligence the curing of such default), City may, in addition to any other remedies available under the laws of the State of Cahforma to a City against a defaulting Tenant, without further notice or demand and with or without legal process, re-enter and take possession of the Property and all improvements thereon and remove therefrom all persons and property, and at the option of City either A Declare this Lease terminated. In which event City shall be entitled damages rn the following sums (i) The worth at the time of award of any unpaid Rent which had been earned at the time of such termination, plus (n) The worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss Tenant proves could have been reasonably avoided, plus (m) 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 Rent loss that Tenant proves could be reasonably avoided, plus (iv) Any other amount necessary to compensate City for all the detnment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, any costs or expenses Incurred by City in (1) retaking possession of the Property, including reasonable attorneys' fees therefore, (2) maintammg or preserving the Property after such default, (3) preparing the Property for reletting to a new tenant, including repairs or alterations to the Property 16 L \cakijm\Agteements\Eric Paul Auport Ground Sublcase 9 7 21.docx.in DOC #2021-0410929 Page 17 of 27 for such relettmg, (4) leasing commissions, or (5) any other costs necessary or appropriate to relet the Property, plus (v) At City's election, such other amounts m addition to or m lieu of the foregoing as may be permitted from time to time by California law As used in subparagraphs (i) and (n) above, the "worth at the time of award" is computed by allowing interest at the maximum lawful rate As used in subparagraph (m) above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank, Los Angeles branch, at the time of award plus one percent (1%), or B Without termmatrng this Lease, relet the Property or any part of the Property as the agent and for the account of Tenant upon such terms and conditions as City may deem advisable, in which event the rents received on such relettmg shall be applied first to the expenses of such relettmg and collection, including necessary renovation and alterations of the Property, reasonable attomey's fees, and any real estate commissions paid, and thereafter to payment of all sums due or to become due to City under this Lease, and if a sufficient sum shall not be thus realized by paying such sums and other charges, Tenant shall pay City any deficiency monthly, and City may bnng an action therefore as such monthly deficiency shall anse Any such reentry shall be allowed by Tenant without let or hindrance, and City shall not be liable in damages for any such re-entry, or be guilty of trespass or forcible entry 17 2 With Hypothecation. City's rights under this Article 17 are expressly made subject to the provisions of Article 12 (Hypothecation) above, accordingly, the following provisions shall apply in cases where a hypothecation has been consented to by the City A Monetary Default If there should be any default in payment by Tenant of the Rent provided herein, the City shall provide Tenant and the lender identified under Article 12 wntten notice of such default The Lease will not be terminated if within ten calendar (10) days after receipt of such written notice (1) The Tenant or Lender shall cure the default or breach, (2) Or within ten (10) calendar days after receipt of such notice, Lender shall have given a written acknowledgment of receipt of such notice and indicating what action Lender is pursuing in response to such default, and within thirty (30) calendar days after receipt of such wntten notice lender shall cure the default or breach If neither of said methods of cure is accomplished as provided above, this Lease and Tenant and Lender's nghts hereunder shall, at the option of the City forthwith be terminated and forfeited and City shall immediately be entitled to purchase any hangar B Non -Monetary Default If Tenant should fail to perform, keep or observe any of the terms, conditions or covenants as set forth in this Lease other than payments of Rent and fees as provided hereinafter, City may give Tenant and lender written notice to correct such condition or cure such default (1) This Lease will not be terminated if within thirty (30) calendar days after receipt of such written notice, Tenant or Lender shall cure the condition or default 1^7 1r L \ca\djm\Agi-eements\Eric Paul Auport Ground Sublease 9 7 21 docx in DOC #2021-0410929 Page 18 of 27 (2) In case a default or breach on the part of Tenant occurs preceding, dunng or due to bankruptcy, receivership or insolvency of the Tenant, and the Lender, pnor to the receipt of City's notice of intent to terminate as descnbed herem or within thirty (30) calendar days after receipt thereof, shall have filed in the court having junsdiction over such bankruptcy, receivership or insolvency, a petition for permission to foreclose or a motion for relief from automatic stay, the filing of such petition shall be deemed to be the beginning of foreclosure proceedings for the purpose of this paragraph The bankruptcy, receivership or Insolvency of Tenant shall be considered a breach which cannot reasonably be cured by Lender and one not curable by payment of money which shall give rise to City's right to purchase pursuant to Section 19 2 (3) If such condition or default should contmue for thirty (30) calendar days after receipt of wntten notice of default, and Lender does not timely commence foreclosure and sale proceedings, City may at its option elect to terminate this Lease Such election to terminate shall not be construed as a waiver of any claim City may have against Tenant, consistent with such termination including City's right of purchase pursuant to Section 19 2 (4) If, however, Tenant and/or Lender shall have commenced the elimination of such default within thirty (30) calendar days after receipt of such notice, and shall continuously and diligently proceed in good faith to ehminate such default, then the penod of correction shall be extended for such length of time as is reasonably necessary to complete such correction ARTICLE 18 GENERAL PROVISIONS 18 1 Quiet Enjoyment Tenant, upon paying the Rent and all Additional Rent provided for herein and observing and performing all of the provisions of this Lease to be observed and performed by Tenant, shall quietly have and enjoy the Property dunng the term, without hindrance or molestation by anyone lawfully claiming under City, subject to all of the provisions of this Lease 18 2 City's Right of Entry. City shall have the nght throughout the term, in person or through duly appointed agents and with at least twenty four (24) hours pnor wntten or electronic notice, to enter any hangar located upon the Property, during City's ordinary and regular business hours, for the purpose of inspecting the same, inspecting any work in progress to see that it is being performed in accordance with all of the provisions of this Lease, or in connection with any other matter pertaining to this Lease 18 3 Holding Over. A Upon the expiration of this Lease or upon its earlier termination for any reason whatsoever, Tenant shall surrender and deliver up the Property and all improvements thereon, except movable trade fixtures and personal property installed therein by Tenant or his subtenants, in good order, condition and repair except for reasonable wear and tear and except for damage caused by fire or other casualty, provided, however, that if Tenant shall surrender and deliver up the Property and improvements to City without having repaired or restored any such damage done by fire or other casualty, Tenant shall concurrently therewith assign to City all of Tenant's nghts or claims to any insurance proceeds resultmg from such fire or other casualty Tenant shall repair 18 L \ca\djm\Agreements\Eric Paul Airport Ground Sublease 9 7 21 docx in DOC #2021-0410929 Page 19 of 27 any damage resulting from the removal by Tenant or any subtenant of Tenant of any trade fixture or personal property not required to be so surrendered B Upon the expiration of this Lease should Tenant remain in possession of the Property with City's consent, expressed or implied, such holding over shall be deemed to have created only a tenancy from month to month, terminable by either Party upon thirty (30) calendar day's written notice to the other, at a monthly Rent equal to two hundred percent (200%) of the Rent for the last full month of the Lease term 18 4 Force Majeure In the event the performance by either Party of any of its obligations hereunder is delayed by reason of the act or neglect of the other Party, act of God, stormy or inclement weather, strike, labor dispute, boycott, lockout or other Iike defensive action by such Party, inability to obtain labor or materials, or power, governmental restnctions, not, insurrection, war, catastrophe, casualty, act of the public enemy, or any other cause, whether similar or dissimilar, beyond the reasonable control of the Party from whom such performance is due, the penod for the commencement or completion thereof shall be extended for a period equal to the penod during which performance is so delayed 18 5 Interest on Past Due Obhgations Any amount due from either Party to the other hereunder which is not paid within ten (10) calendar days after its due date shall bear interest at the rate of eighteen percent (18%) per annum but not to exceed the maximum legal rate from the date due until paid However, the payment of such interest shall not excuse or cure any default under this Lease 18 6 Attorneys' Fees. If either Party shall bring suit for the possession of the Property, for the recovery of any sum due under this Lease, or for the breach of, or to construe any provision of, this Lease, the prevailing Party shall be entitled to receive from the losing Party such amount as the court may adjudge to be reasonable as attorneys' fees and costs mcludmg fees for a Party's use of in-house counsel 18 7 Waiver. No waiver by either Party of any provision of this Lease shall be deemed to be a waiver of any other provision hereof or of any subsequent breach of the same or any other provision The consent or approval of either Party to any act of the other Party requiring such consent or approval shall not be deemed to render unnecessary the obtaining of such Party's consent to or approval of any subsequent act of the other Party, whether or not similar to the act so consented to or approved 18.8 Notices. Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in wntmg Any such notice shall be deemed delivered (i) on the date of delivery in person, (u) five (5) days after deposit in first class registered mail, with return receipt requested, (ni) on the actual delivery date if deposited with an overnight couner, or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropnate address set forth below, or such other address as a Party may provide notice in accordance with this section 19 L \ca\djm\Agrcements\Enc Paul Airport Ground Subbase 9 7 21 docx.in DOC #2021-0410929 Page 20 of 27 CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands org Phone (909) 798-7531 TENANT. Enc C Paul 1037 Mockingbird Drive Grapevine, TX 76051 Email enc paul@avrecords com Phone (951) 544-7089 18 9 Heirs and Assigns Subject to the limitations on assignment, each of the terms, covenants and conditions of this Lease shall extend to and be binding on and inure to the benefit of not only City and Tenant, but each of their respective successors, heirs, representatives, administrators and assigns Whenever m this Lease reference is made to either the City or Tenant, the reference shall be deemed to include, wherever applicable, the successors, heirs, legal representatives and assigns of such Parties, the same as if in every case expressed 18 10 Relationship of Parties. The relationship of the Parties is that of City and Tenant, and it is expressly understood and agreed that City does not in any way nor for any purpose become a partner of Tenant, or a joint venturer with Tenant, m the conduct of Tenant's activities or otherwise, and that the provisions of any agreement between City and Tenant relating to rent are made solely for the purpose of providing a method whereby Rent payments are to be measured and ascertained 18 11 Time of Essence Time is expressly declared to be of the essence of this Lease and of every provision thereof in which time is an element 18 12 Cloud on Title At the expiration or earlier termination of this Lease, Tenant shall execute, acknowledge and deliver to City, withm five (5) calendar days after wntten demand from City to Tenant, a deed or other document reasonably satisfactory to City and required by any reputable title company to remove the cloud of this Lease from the Property subject to this Lease 18 13 Number and Gender Whenever the singular number is used in this Lease and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and the word "person" shall include corporation, firm or association If there be more than one Tenant, the obligations imposed under this Lease upon Tenant shall be joint and several 18 14 Paragraph Headings. The marginal headings or titles to the paragraphs of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease 18 15 Entire Agreement This Lease, including the exhibits attached hereto, constitutes the entire agreement between City and Tenant pertaining to the subject matter hereof and supersedes all pnor agreements, understandings, letters of intent, term sheets, negotiations, and discussions, whether oral or wntten, of the Parties, and there are no warranties, representations, or other agreements, express or implied, made to either Party by the other Party in connection with 20 L \ca\dam\Agreements\Enc Paul Airport Ground Sublease 9 7 21.docx.in DOC #2021-0410929 Page 21 of 27 the subject matter hereof except as specifically set forth in this Lease or in the documents delivered pursuant hereto or in connection herewith IN WITNESS WHEREOF, the Parties hereto have executed this Ground Lease on the day and year first above written TENANT By Paul T Barich, Mayor Eric C Paul ATTEST B nne Donaldson, City Clerk 21 L \ca\djm\Agreements\Enc Paul Airport Ground Sublease 9 7 21 docx.jn DOC #2021-0410929 Page 22 of 27 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of Californt: Cou o 41 itelii I IL T On Iy 11���M Date �� b personal) appeared j1' ( beforexne, Here rt Nameind Title of tf,e f41'4_ ficer -4 Name of Signet% who proved to me on the basis of satisfactory evidence to be the personV whose name f is/ay subscribed to the within instrument and acknowledged to me that he/s ie/tlkby executed the same i his/hk/thjr authorized capacity(1), and that by his/h�r/tyeir signatureig) on the instrument the person(a or the entity upon behalf of which the person acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct L. R MCCASLAND Notary Public California Riverside County Commission N 2319647 My Comm Expires Feb 19 2024 Place Notary Seal Above Signature OPTIONAL WITNESS my hand and official seal of Not Sign.' ry Public Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document Document Date Number of Pages Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name ❑ Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing Signer's Name ❑ Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing ©2014 National Notary Association • www NationalNotary org 1-800-US NOTARY (1-800-876-6827) Item #5907 DOC #2021-0410929 Page 23 of 27 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of Calif() nia Cou ty of �_I 11\ i �! 1. if 0 Date personally appeared 1). Name(s) of Sign k\k , e'and Title AteleVeNdAt (s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct L R MCCASLAND Notary Public California Riverside County Commission k 2319647 My Comm Expires Feb 19, 2024 Place Notaty Seal Above WITNESS my hand and official seal Signature OPTIONAL Signat - of ► • ary Public Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document Document Date Number of Pages Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name ❑ Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑ General ❑ Individual 0 Attorney in Fact 0 Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing Signer's Name ❑ Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing '.:.,N-cxuc,'t-4'� U� ©2014 National Notary Association www NationalNotary org • 1-800-US NOTARY (1-800-876-6827) Item #5907 DOC #2021-0410929 Page 24 of 27 EXHIBIT "A" LEGAL DESCRIPTION 22 L \ca\djm\Agreements\Eric Paul Airport Ground Sublease 9 7 21 docx in DOC #2021-0410929 Page 25 of 27 EXHIBIT A GROUND LEASE DESCRIPTION IN THE CITY OF REDLANDS, THAT PORTION OF LOT 1 OF TRACT NO 12083-1 AS PER PLAT RECORDED IN BOOK 176 OF MAPS, PAGES 63 AND 64, IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS COMMENCING AT THE POINT OF CURVATURE IN THE CENTER LINE OF SESSUMS DRIVE, LOCATED SOUTH 89°55'00" WEST, 208 00 FEET OF THE INTERSECTION OF SAID CENTER LINE AND THE EAST TRACT BOUNDARY OF SAID TRACT, THENCE, NORTH 89''55'00" EAST, 114 71 FEET ALONG SAID CENTER LINE, THENCE; NORTH 00°05'00" WEST, 336 95 FEET TO A POINT ON THE WESTERLY PROLONGATION OF THE NORTHERLY EDGE OF THE CONCRETE FOUNDATION OF HANGAR 1, 1625 SESSUMS DRIVE, REDLANDS, CALIFORNIA, THENCE, SOUTH 89°59'07" EAST, 10 00 FEET ALONG SAID PROLONGATION TO THE NORTHWEST CORNER OF SAID FOUNDATION AND THE TRUE POINT OF BEGINNING, THENCE, CONTINUING SOUTH 89°59'07" EAST, 4011 FEET ALONG THE NORTHERLY EDGE OF SAID FOUNDATION TO THE NORTHEAST CORNER OF SAID FOUNDATION THENCE, SOUTH 00°00'04' WEST, 61 13 FEET ALONG THE EASTERLY EDGE OF SAID FOUNDATION TO A POINT ON THE EASTERLY PROLONGATION OF THE NORTH EDGE OF A FOUR INCH WIDE STEEL BEAM SET ON SAID FOUNDATION, SAID BEAM BEING A STRUCTURAL COMPONENT OF SAID HANGAR 1 ONTO WHICH METAL SIDING IS ATTACHED DEFINING THE SOUTHERLY WALL OF SAID HANGAR 1, THENCE, NORTH 89°59'34' WEST, 40 19 FEET ALONG SAID NORTH EDGE OF SAID STEEL BEAM TO A POINT ON THE WESTERLY EDGE OF SAID FOUNDATION, THENCE, NORTH 00°04'29" EAST, 0 50 FEET ALONG THE WESTERLY EDGE OF SAID FOUNDATION TO THE SOUTHERLY EDGE OF A CONCRETE SLAB LAYING WESTERLY OF AND ADJACENT TO SAID FOUNDATION, THENCE, NORTH 89°26'14" WEST, 3 00 FEET ALONG THE SOUTHERLY EDGE OF SAID SLAB TO THE SOUTHWEST CORNER OF SAID SLAB THENCE; NORTH 01°13'17" EAST, 3 76 FEET ALONG THE WESTERLY EDGE OF SAID SLAB TO THE NORTHWEST CORNER OF SAID SLAB, THENCE, SOUTH 88°26'34" EAST, 2 93 FEET ALONG THE NORTHERLY EDGE OF SAID SLAB TO THE WESTERLY EDGE OF SAID FOUNDATION, THENCE, NORTH 00°04'29" EAST, 3 38 FEET ALONG THE WESTERLY EDGE OF SAID FOUNDATION TO THE SOUTHERLY EDGE OF A SECOND CONCRETE SLAB LAYING WESTERLY OF AND ADJACENT TO SAID FOUNDATION, THENCE NORTH 89°20'33" WEST 2 99 FEET ALONG THE SOUTHERLY EDGE OF SAID SECOND SLAB TO THE SOUTHWEST CORNER OF SAID SECOND SLAB, THENCE NORTH 00°04'47° EAST, 6 73 FEET ALONG THE WESTERLY EDGE OF SAID SECOND SLAB TO THE NORTHWEST CORNER OF SAID SLAB, THENCE' NORTH 89°40'21° EAST, 2 99 FEET ALONG THE NORTHERLY EDGE OF SAID SECOND SLAB TO THE WESTERLY EDGE OF SAID FOUNDATION, THENCE, NORTH 00°04'29" EAST 46 75 FEET ALONG THE WESTERLY EDGE OF SAID FOUNDATION TO THE POINT OF BEGINNING CONTAINING 2,485 5 SQUARE FEET, MORE OR LESS DOC #2021-0410929 Page 26 of 27 EXHIBIT B IN THE CITY OF REDLANDS, THAT A PORTION OF LOT 1 OF TRACT NO 12083-1 AS PER PLAT RECORDED IN BOOK 176 OF MAPS, PAGES 63 AND 64, IN THE OFFICE OF THE COUNTY RECORDER, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA TPOB S89°59'07'E---- 1 - S89°59'07'E 4011' 0\ 1a CO C') N00°05'00'1./ Poc FOUND 1" IRON PIPE, FLUSH, TAGGED LS 2851, ACCEPTED AS CENTER LINE POINT OF CURVATURE PER MB -176/63-64 10.00' z D'- o CO tnI Ng IQ 4-\ �a O Lo N Id rY Om Nz O 0 a_ r-i 0 !_ - w O 0 W NORTHERLY EDGE OF CONCRETE FOUNDATION L-8 L 7 SECOND CONCRETE SLAB L 3- CONCRETE SLAB NI L--2 - HANGAR 1 1625 SESSUPIS DR REDLANDS, CA 2485 54 SF L-1 N00°04`29"E 0 50' L-2 N89.26`14"W 3.00` L-3 N01'13`17"E 3 76' L-4 S88"26`34"E 2.93' L-6 L-5 N00'04`29"E 3 38' L-6 N89°20'33'°W 2.99' L 5 L-7 N00°04`47"E 6 73' L-4 L-8 N89°40"21"E 2.99' L-1 NORTHERLY EDGE OF STEEL BEAM FOUNDATI❑NB C❑NCRETE L 0 LA LLl >- w w W w ° 0 z N89'59'34"W 40.19' HANGAR 2 INTERSECTION OF CENTER UNE SESSUMS DR AND EAST TRACT BOUNDARY. NOTHING FOUND, LOCATION ESTABLISHED PER FOUND CENTER LINE TIES PER HHFB 76/59 7' EAST TRACT BOUNDARY MB 176/6❑-64 114.71' - - SESSUPIS DRIVE - -\-- -- - DOC #2021-0410929 Page 27 of 27 EXHIBIT "B" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation rn one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to wnte compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an mdividual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of abihty to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code § 1861) I affirm that at all times, m performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made m this certificate are true and correct TENANT By Enc C Paul 23 L \ca\dlm\AgrcementslEnc Paul Auport Ground Subleas 9 7 21 docx jn Date -" 1 -1