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' LAG-10-001,Adden#9-17
AMENDMENT N0. 9 TO LEASE AGREEMENT LAG-10-001
(City of Renton to The Boeing Company)
THIS AMEfVDMENT No. 9 to Lease Agreement LAG-10-001 ("Amendment No. 9") is entered into
as o�Q,�1U�h�q�� , 2017 by the City of Renton, a Municipal Corporation
(Landlord) and The Boeing Company, a Delaware corporation (Tenant) and amends that certain
lease agreement LAG-10-001 dated June 1, 2010, as amended to the date hereof(the "Lease").
RECITALS:
1. WHEREAS, Tenant currently leases the 760 and 770 parcels on Apron C, through 2018,
by Addendum 4-13 to LAG 10-001 (Master Lease); and
, 2. WHERfAS, the term of Addendum 4-13 ends on August 14, 2020; and
3. WHEREAS, Tenant's lease of the subject,parcels was the subject of a Part 16 Complaint,
Federal Aviation Administration ("FAA") Docket# 16-15-03, for which no decision has
been received to date; and
4. WHEREAS, one of the issues alleged in the Part 16 Complaint was the classification of
Apron C on the Airport Layout Plan as General Aviation and Tenant's use as'something
�otherthan General Aviation; and
5. WHEREAS, Renton Municipal Airport (hereinafter"RMA") is currently working on its
Airport Masten,Plan update; and, as part of that process, the Airport Layout Plan will be
updated; and
6. WHEREAS, notwithstanding the Parties' view that Tenant's use of Apron C is consistent
with the current Airport Layout Plan,the updated Airport Layout Plan is expected to
address the classification of Apron C to clarify the permissibility of Tenant's use; and
7. WHEREAS, the process of updating the Airport Master Plan and the Airport Layout Plan
will not be complete until late 2017; and
8. WHEREAS, the Landlord must obtain FAA acceptance and approval of the Airport Master
Plan and the Airport Layout Plan; and
9. WHEREAS, the Landlord obtained the RMA through the Surplus Property Act of 1944;
and
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10. WHEREAS, the RMA qualifies for Airport Improvement Program (hereinafter "AIP") grant
funding; and
11. WHEREAS, the FAA administers the AIP grant funding; and ,
12. WHEREAS, as a condition of receiving AIP grant funding, prospective grantees must
agree to comply with the Grant Assurances, pursuant to 49 USC §47107 et seq., as
amended; and
13. WHEREAS,to seek and obtain AIP grant funding, the Landlord must agree that it will
comply with the Grant Assurances; and
14. WHEREAS, Tenant now seeks to extend the term of the lease of the 760 and 770 Parcels
to have,a termination date that coincides with its Master Lease LAG 10-001; and
• � 15. WHEREAS, Tenant has asked the Landlord to award it a long term lease before the
Airport Master Plan and Airport Layout Plan are completed and submittedto the FAA ,
for review and approval; and �
16. WHEREAS, Tenant's request is made in order to permit Tenant to maintain its current
and forecasted production schedule of the Boeing 737 program; and
17. WHEREAS, Tenant acknowledges that its lease of the 760 and 770 Parcels could be
determined by the FAA to be out of compliance with the Grant Assurances; and
18.�WHEREAS,Tenant acknowledges and understands that the Landlord's leasing of the 760
and/or 770 Parcels to Tenant might put AIP grant funding for RMA at risk and that
without funding from the FAA, projects at the RMA would either need to be funded by
other means or would not be undertaken; and
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19. WHEREAS, Tenant acknowledges that Landlord funds the RMA with an enterprise fund
through grants, user fees and other user/rent charges so that Landlord's municipal
general fund does not subsidize the Airport's operation; and �
20. WHEREAS, Tenant acknowledges that if Landlord were to lose adequate funding to
maintain or improve the RMA to a condition required for Landlord to operate its
business, Landlord would not be required to subsidize the RMA's operation from its
general fund and could terminate or modify the Master Lease if it were unable to obtain
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sufficient funding necessary to operate the Airport in a condition required for Tenant's
business; and
21. WHEREAS, the FAA decision on the Part 16 Complaint is scheduled for January 11, 2017;
and �� � �
, .
22. WHEREAS, the Parties acknowledge that there could be a reconsideration of the
r decision on the Part 16 Complaint or there could be another Part 16 Complaint lodged
with the FAA that challenges the Landlord's leasing of Parcels 760 and 770 to Tenant;
and
23. WHEREAS,the Parties acknowledge that, as an alternative to a Part 16 Complaint, an
aggrieved party can file a Part 13 Complaint (14 CFR 13.1, et seq.) with the FAA;
NOW, THEREFORE, IN CONSIDERATION OF THE TERMS AND CONDITIONS HEREIN CONTAINED
AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND.SUFFICIENCY OF
WHICH IS HEREBY ACKNOWLEDGED, LANDLORD AND TENANT AGREE TO AMEND THE LEASE AS
SET FORTH BELOW:
,
WITNESSETH:
Definitions. The "Master Lease" means lease LAG-10-001 but excludes the amendments to -�
LAG-10-100. "Lease" means the Master Lease and Amendments Nos. 1, 2, 3, 4, 5, 6, 7, and 8 to
the Master Lease. All terms used in this Amendment No. 9 that are defined in the Lease are
used here as they are there defined.
Recitals. Landlord and Tenant confirm the accuracy of the statements set out in Recitals 1
through 21, inclusive and agree that such statements form the basis for the agreements set out
in this Amendment No. 9. �
�
Landlord and Tenant agree to amend the Lease, in the following respects:
A. Paragraph 1.b., added in Amendment#4, entitled "Landlord's Ri�ht to Continue Leasin�the
760 & 770 Parcels" is replaced in its entirety with "Intentionally Omitted" and is of no
further force and effect.
. B. Paragraphs 3.c. and 3.c.1 of the Lease (added in Amendment No. 4) are amended to read as
follows:
,
3.c. Term for the 760 and 770 Parcels: The lease of the 760 and 770 Parcels shall expire
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on May 31, 2030, subject to Tenant's right to extend the lease term for such Parcels as
set out in Section 3.c.1. �
' 3.c.1. Option to Extend Term for the 760 and 770 Parcels: Tenant shall have the
right to extend the lease term of the 760 and 770 Parcels for up to two (2)ten !
(10) year terms as provided in Section 3.b of the Lease. Tenant may exercise its
rights to extend the Lease for all other parcels pursuant to Section 3.b without
extending the term for the 760 and 770 Parcels. However, Parcels 760 and 770
are leased together as an indivisible group and Tenant cannot extend the term
for one parcel without extending the term of the other. All other parcels subject
� to this Lease are leased together as a separate indivisible group. Tenant may not �
extend the term of the 760 and 770 Parcels without also extending the term of
the Lease for all other parcels.
C. A new Section 31 shall be added to the Lease as follows:
t 31. A�reements related to�rant fundin�:
� 31.a. In the event the FAA determines that the lease of the 760 and/or 770
- Parcels by the Landlord to Tenant has caused the Landlord to be out of
compliance witfi the Grant Assurances, Tenant agrees that it will cooperate with
and assist Landlord in remedying the condition(s) specified by the FAA as placing
Landlord out of compliance. It is understood between the Parties that it may be
_ possible to cure a lack of compliance cited by the FAA (if any) without amending
� � or terminating the long-term lease of the 760 and/or 770 Parcels. However, if �
Tenant and Landlord do not agree upon..a cure that remedies the condition -
specified by the FAA as placing Landlord out of compliance with the Grant
Assurances,Tenant�shall fully indemnify and hold harmless the Landlord for the
amount of damages and costs Landlord incurs and/or funding it loses by reason
of Boeing's lease of the 760 and/or 770 Parcels and a FAA or court finding that
such lease causes Landlord to be out of compliance with the Grant Assurances.
_ To the extenf the condition can be cured by Tenant vacating the 760 and 770
, Parcels and the Parties cannot agree upon another cure,Tenant may mitigate its
indemnification liability under this Section 31.a by terminating its occupancy and
lease of the 760 and 770 Parcels. To exercise such termination option, Tenant
shall deliver written notice of such termination to Landlord. The termination of
the Lease with respect to the 760 and 770 Parcels shall be effective on'the date
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specified in such notice (the "760-770 Termination Date"). If the 760-770
Termination Date is less than one (1) year from the date on which such notice is
delivered (the "One-Year Notice Date"),Tenant shall pay to Landlord a
termination fee equal to the rent that otherwise would have been payable by
Tenant for the 760 and 770 Parcels for the period beginning on the 760-770
Termination Date and ending on the One-Year Notice Date. Such fee shall be
due and payable thirty (30) days following Tenant's delivery of such termination
notice to Landlord.
31.b. In the event that there is either a Part 13 Complaint or a Part 16 challenge
(by way of a request for reconsideration or appeal of the current Part 16
Complaint (FAA Docket 16-15-03) or a new Part 16 Complaint) due to Landlord
having granted Tenant a long term lease of the 760 and/or 770 Parcels, Tenant
will fund the Landlord's defense, including but not limited to, reimbursement of
the Landlord's actual, reasonable, documented, out of pocket costs resulting
from the use'of city staff and resources to defend, as well as attorney's fees and ,
costs for independent counsel, selected by the Landlord's attorney. Such
reimbursement shall be limited to amounts that were reasonably incurred in the
� Landlord's defense. For purposes of this section, "out of pocket costs" shall
include staff time (including in-house counsel) at staff's rate of pay including
, benefits.
31.c The foregoing notwithstanding, Landlord may terminate or amend the
lease of Parcels 760 and 770 pursuant to.the terms provided in this Lease,
including but not limited to those provisions for termination or amendment in
Sections 2.c and 15.c. However, Landlord may not unilaterally terminate the
lease due to a finding that the lease of Parcels 760 and 770 cause the Landlord to ,
be out of compliance with the Grant Assurances unless Landlord reasonably
determines that the remedies and protections provided for in Sections 31.a and
31.b are insufficient to protect the Landlord or the operation of the Airport from
ongoing damage, losses, and/or expenses that are incurred or likely to be
incurred as a result of such finding. Moreover, the Parties agree that the
Landlord is not required to maintain or improve the Airport to support Tenant's
business if adequate funding for such maintenance or improvements is not
available without subsidy from the Landlord's general fund.
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D. Miscellaneous: %
1. This Amendment No. 9 will be effective immediately upon execution and delivery by the
parties. �
2. This Amendment No. 9 may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which,together, shall constitute but one and the same
instrument.
3. This Amendment No. 9 shall be governed by the laws of the State of Washington,
without reference to its choice of law rules.
4. This Amendment No. 9 supersedes any prior agreements, negotiations and
communications, oral or written, with respect to the extension of the term of the lease
of the 760 Parcel and the 770 Parcel under the Lease and contains the entire agreement
between, and the final expression of, the Landlord and Tenant with respect to such
extension. No subsequent agreement, representation, or promise made by either party,
or by or to an employee, officer, agent or representative of either party shall be of any
effect unless it is in writing and executed by the party to be bound thereby.
5. As amended by this Amendment No. 9, the Lease continues in full force and effect in
i
accordance with its terms. On and after the date of this Amendment No. 9, the Lease
shall be deemed amended by this Amendment No. 9 and all references in the Lease to
' "this Agreement" "this Lease" "herein" "hereof" and the like shall be deemed to be
references to the Lease as amended by this Amendment No. 9. �
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Executed by Landlord and Tenant as of the date first written above.
The Boeing Company CITY OF RENTON
a Delaware corporation a Municipal Corporation
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Alan Coleman Denis Law
Authorized Signatory Mayor
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Date J son Seth
City Clerk
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City Attorney
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ACKNOVVLEDGEMENT
STATE OF WASHINGTON )
) §
COUNTY OF KING )
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On this�day of �` , 2017, before me, the undersigned notary
- public i and for the State of Washingt n, duly commissioned and sworn, personally appeared
to me known to be the
- of THE'BOEING COMPANY, a Delaware corporation, the party
that executed t foregoin instrument, and acknowledged said instrument to be the free and
_ voluntary act and deed of said party, for the uses and purposes therein mentioned, and on oath
stated that he/she was duly authorized to execute the same.
WITNESS my hand and official seal hereto the day and year in this Certificate fir ve
written. `
Signature:
MARYFULLER PRICE Notary Public in a d fo the State of Washington
Noary Publfe Notary (print name) Jvl.(�1'Y� ��,t,�f�/ �'�P_
St,te of Wa'hl�pton
My AppoiMmerM Expires Apr 28,2020 -� �„n
Residing at (/f�/Yl,� ,d, ,
My appointment expires:
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