HomeMy WebLinkAboutPermit PAG-18-004
OPERATING PERMIT AND AGREEMENT
between the City of Renton and Seaplane Scenics, LLC
THIS IS A PERMIT TO OPERATE AN AVIATION RELATED ACTIVITY UPON THE RENTON
MUNICIPAL AIRPORT AND AN AGREEMENT (hereinafter "Operating Permit") between THE CITY
OF RENTON, a Washington municipal corporation (hereinafter "Permittor"), and Seaplane
Scenics, LLC, an Alaska limited liability company (hereinafter "Permittee").
IN CONSIDERATION of the covenants and agreements hereinafter set forth, the parties
agree as follows:
1. ACKNOWLEDGEMENT OF SUB-LEASE:
1.1. Pursuant to lease agreement LAG-84-006, effective September 1, 1984, as
subsequently amended, Permittor granted a lease of the subject premises to Aerodyne, LLC
("Lessee") for the purpose of construction and operation of aircraft repair, maintenance, and
storage facilities.
1.2. Thereafter, Lessee sublet a portion of the subject premises to Seaplane Scenics,
LLC ("Permittee") by sublease agreement captioned Office/Facility Rental Agreement (the
"Sublease"), effective March 1, 2018 and expiring on February 28, 2019, for the purposes of
flight instruction, scenic tours, and charter services. A copy of the Sublease is attached as
Exhibit A.
1.3 Permittee is required to have written consent from Permittor before subleasing
a portion of the subject premises per Section 11 of lease agreement LAG-84-006 between
Lessee and Permittor.
2. GRANT OF OPERATING PERMIT:
2.1. Description of Premises: The space subleased by Permittee is described in the
Sublease as "250 sq ft of Office and pro-rata space of Common Area in Aerodyne Facility for
public use (Approx 550 sq ft); and tie down for two aircraft (various) with space for one (1)
aircraft tow tractor," all located at 295 East Perimeter Road (the "Premises"). The layout of the
Premises is depicted in Exhibit B which is attached hereto and incorporated by this reference.
2.2. Common Areas: Permittee, and its authorized representatives, subtenants,
assignees, agents, invitees, and licensees, shall have the right to use, in common with others,
on a non-exclusive basis and subject to the Airport Regulations and Minimum Standards (as
they may be amended from time to time) pursuant to Section 8.5 below, and subject to the
terms of the Sublease, the public portion of the Renton Municipal Airport (aka Clayton Scott
Field, hereinafter referred to as "Airport"), including the runway and other public facilities
provided thereon.
OPERATING PERMIT AND AGREEMENT ORIGINAL 1
City of Renton to Seaplane Scenics, LLC
2.2.1. Access to Taxiways and Runway: Notwithstanding anything in this Operating
Permit to the contrary, Permittor acknowledges that direct access to the taxiways and runway
from the Premises is essential to the conduct of Permittee's business on the Premises and,
except during construction activities occurring on the taxiways, runway or weather-related
events, Permittor shall not do anything that would interfere with direct access to the taxiways
and runway by Permittee and its representatives, subtenants, assignees, agents, invitees, and
licensees during the Term of this Operating Permit, PROVIDED that if Permittor plans any
construction activity on the taxiways or runway, Permittor will schedule such activity so as not
to interfere with Permittee's use of the Premises, the taxiways, or the runway, will notify
Lessee of any plans for such activity not less than six months in advance of the commencement
of such activity, and will consult and coordinate with Lessee and/or Permittee to ensure that
such activity does not interfere with Permittee's use of the Premises, the taxiways, or runway,
except that in the case of an emergency Permittor may proceed with such activity without
notice to Lessee and will use its best reasonable efforts not to interfere with Permittee's use of
the Premises, taxiway, or runway in addressing such emergency. For purposes of this
provision, an "emergency" is a condition that presents an imminent threat of bodily injury to or
death of any person or loss of or significant damage to any property.
3. CONDITIONS:
3.1. Specific Conditions: This Operating Permit, and Permittee's rights and
permitted uses under this Operating Permit, are subject to the following:
3.1.1. Easements, restrictions and reservations of record;
3.1.2. The Airport Regulations and Minimum Standards pursuant to Section 8.5
below, including Permittor's standards concerning operation of aviation activities from
the Airport; and
3.1.3. All such non-discriminatory charges and fees for use of the Airport as
may be established from time to time by Permittor as set out in Section 5.3. of this
Operating Permit.
3.2. No Conveyance of Airport: This Operating Permit shall in no way be deemed to
be a conveyance of the Airport, and shall not be construed as providing any special privilege for
any public portion of the Airport except as described herein. Permittor reserves the absolute
right to lease or permit the use of any portion of the Airport for any purpose deemed suitable
for the Airport, except that portion that is permitted hereby.
3.3. Nature of Permittor's Interest: It is expressly understood and agreed that
Permittor holds and operates the Airport, and the Premises under and subject to a grant and
conveyance thereof to Permittor from the United States of America, acting through its
Reconstruction Finance Corporation, and subject to all the reservations, restrictions, rights,
conditions, and exceptions of the United States therein and thereunder, which grant and
conveyance has been filed for record in the office of the Recorder of King County, Washington,
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City of Renton to Seaplane Scenics, LLC
and recorded in Volume 2668 of Deeds, Page 386; and further that Permittor holds and
operates said Airport and Premises under and subject to the State Aeronautics Acts of the
State of Washington (chapter 165, laws of 1947), and any subsequent amendments thereof or
subsequent legislation of said state and all rules and regulations lawfully promulgated under
any act or legislation adopted by the State of Washington or by the United States or the
Federal Aviation Administration. It is expressly agreed that Permittee also accepts and will
hold and use this Operating Permit and the Premises subject thereto and to all contingencies,
risks, and eventualities of or arising out of the foregoing, and if this Operating Permit, its Term,
or any conditions or provisions of this Operating Permit are or become in conflict with or
impaired or defeated by any such legislation, rules, regulations, contingencies or risks, the
latter shall control and, if necessary, modify or supersede any provision of this Operating
Permit affected thereby, all without any liability on the part of, or recourse against, Permittor
in favor of Permittee, provided that Permittor does not exceed its authority under the
foregoing legislation, rules and regulations.
3.4. Future Development/Funding: Subject always to Permittee's rights under
Section 2.2.1 of this Operating Permit, nothing contained in this Operating Permit shall operate
or be construed to prevent or hinder the future development, improvements, or operation of
Airport by Permittor, its agents, successors or assigns, or any department or agency of the
State of Washington or of the United States, or the consummation of any loan or grant of
federal or state funds in aid of the development, improvement, or operation of the Renton
Municipal Airport. But Permittor's exercise of such rights shall not unreasonably interfere with
Permittee's rights under this Operating Permit.
4. TERM OF LEASE, SUBLEASE AND OPERATING PERMIT:
4.1. Initial Term of Sublease: The initial term of the Sublease is stated in the TERM
section of the Sublease attached hereto as Exhibit A.
4.2. Permit Term: The term of this Operating Permit is month-to-month during the
initial term of the Sublease and may be extended on a month-to-month basis by operation of
any extension of the Sublease (collectively, the "Term"), with all other terms and conditions of
this Operating Permit remaining in full force and effect.
5. RENTAL:
5.1. Rent on Lease: As rental for the premises described in LAG-84-006 and addenda
thereto, Lessee has agreed to pay Permittor a building lease amount of sixty-two thousand
three hundred seventy-eight and 76/100 dollars ($62,378.76) per year or a monthly rental in
the sum of five thousand one hundred ninety-eight and 23/100 dollars ($5,198.23) which does
not include leasehold excise tax.
5.2. Rent on Sublease: As rental for the Premises described in Section 2, above,
during the initial term of the Sublease, Permittee has agreed to pay Lessee a monthly rental in
the sum of five hundred and 00/100 dollars ($500.00) which does not include leasehold excise
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tax. In the event Lessee fails to pay the rent identified in Section 5.1., and any future rental
rate increases, then Permittee may, whether Permittee subleases all or part of Lessee's airport
leasehold interest as described in LAG-84-006 and addenda thereto, pay said rent, when due.
In the event neither Lessee nor Permittee pay said rent, then Permittor may terminate this
Operating Permit with ten (10) days' notice.
5.3. Other Charges: Permittee further agrees to pay, in addition to the rental
specified and other charges hereinabove defined, all fees and charges now in effect or
hereafter levied or established by Permittor, or its successors, or by any other governmental
agency or authority, being or becoming levied or charged against the premises, structures,
business operations, or activities conducted by or use made by Permittee of, on, and from the
leased premises which shall include, but not be limited to, all charges for light, heat, gas,
power, garbage, water and other utilities, Aircraft Rescue and Fire Fighting services or services
rendered to said premises. In the event Lessee fails to pay the other charges identified in this
Section 5.3, then Permittee may, whether Permittee subleases all or part of Lessee's airport
leasehold interest as described in lease LAG-84-006 and addenda thereto, pay said other
charges, when due. In the event neither Lessee nor Permittee pay said other charges, then
Permittor may terminate this Operating Permit with ten (10) days' notice.
5.4. Leasehold Excise Tax: In the event that the State of Washington or any other
governmental authority having jurisdiction thereover shall hereafter levy or impose any similar
tax or charge on the leasehold estate described herein, and Lessee fails to pay said tax or
charge, then Permittee may, whether Permittee subleases all or part of Lessee's Airport
leasehold interest as described in LAG-84-006 and addenda thereto, pay said tax or charge,
when due. Such tax or charge shall be in addition to the regular monthly rentals. In the event
neither Lessee nor Permittee pay said tax or charge, then Permittor may terminate this
Operating Permit with ten (10) days' notice.
6. PAYMENT OF UTILITIES AND RELATED SERVICES:
6.1. Whether Permittee subleases all or part of Lessee's Airport leasehold interest as
described in LAG-84-006 and addenda thereto, if Lessee fails to pay such utilities and service
charges, then Permittee may pay all light, heat, gas, power, garbage, water, sewer and
janitorial service used in or on the Premises when due. In the event neither Lessee nor
Permittee pay said utility or service charges, then Permittor may terminate this Operating
Permit with ten (10) days' notice.
6.2. Permittor shall not be liable for any loss or damage caused by or resulting from
any variation, interruption, or failure of said utility services due to any cause whatsoever; and
no temporary interruption or failure of such services incident to the making of repairs,
alterations or improvements, or due to accident, strike, act of God, or conditions or events not
under Permittor's control, shall be deemed a breach of the Operating Permit or as an eviction
of Permittee, or relieve Permittee from any of its obligations hereunder.
7. PERMITTEE'S ACCEPTANCE OF PREMISES:
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7.1. Acceptance of Premises: By occupying the Premises, Permittee formally accepts
the same in AS IS condition, and acknowledges that Permittor has complied with all the
requirements imposed upon it under the terms of this Operating Permit with respect to the
condition of the Premises at the commencement of this term. Permittee hereby accepts the
Premises subject to all applicable zoning, municipal, county and state laws, ordinances and
regulations governing and regulating the use of the Premises, and accepts this Operating
Permit subject thereto and to all matters disclosed thereby and by any exhibits attached
hereto. Permittee acknowledges that neither Permittor nor Permittor's agent has made any
representation or warranty as to the suitability of the Premises for the conduct of Perm ittee's
business or use. Except as otherwise provided herein, Permittor warrants Permittee's right to
peaceably and quietly enjoy the premises without any disturbance from Permittor, or others
claiming by or through Permittor.
8. PURPOSE AND USE:
8.1. Use of Premises: The Premises are leased to Permittee for the purpose of
operating charter flights, air taxi, and sightseeing operations in accordance with the Airport
Regulations and Minimum Standards pursuant to Section 8.5 below.
8.2. Continuous Use: Permittee covenants that the Premises shall be continuously
used for those purposes during the term of this Operating Permit, shall not be allowed to stand
vacant or idle, and shall not be used for any other purpose without Permittor's written consent
first having been obtained. Consent of Permittor to other types of activities will not be
unreasonably withheld.
8.3. Non-Aviation Uses Prohibited: Permittee agrees that, except as expressly
provided above, the Premises may not be used for uses or activities that are not related,
directly or indirectly, to aviation.
8.4. Signs: No advertising matter or signs shall be at any time displayed on the
subleased premises or structures without the written approval of Permittor, which will not be
unreasonably withheld. One sign, of the type and dimensions specified by the Airport
Manager, shall be permitted to be displayed on the Rainier and Airport Way entrance fences
through the termination date of this Operating Permit.
8.5. Conformity with Rules: Permittee further covenants to keep and operate the
Premises and all structures, improvements, and activities in conformity with all rules,
regulations and laws now existing or hereafter adopted by Permittor, including the Airport
Regulations and Minimum Standards as they are amended from time to time and are
incorporated herein by this reference, the Federal Aviation Administration, the State
Aeronautics Commission, or other duly constituted governmental authority, all at Permittee's
cost and expense.
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8.6. Waste, Nuisance, Illegal Activities: Permittee shall not permit any waste,
damage, or injury to the Premises or improvements thereon, nor allow the maintenance of any
nuisance thereon, nor the use thereof for any illegal purposes or activities.
8.7. Increased Insurance Risk: Permittee shall not do or permit to be done in or
about the Premises anything which will be dangerous to life or limb, or which will increase any
insurance rates upon the Premises or other buildings and improvements at the Airport.
8.8. Aircraft Registration Compliance: Permittee is hereby notified of the
Washington State law concerning aircraft registration and the requirement that Permittee
comply therewith. See Exhibit C ("Aircraft Laws and Regulations, RCW 47.68.250 Public
Highways and Transportation").
9. HAZARDOUS SUBSTANCE USE:
9.1. Permittee's Representation and Warranty: Permittee shall not dispose of or
otherwise allow the release of any Hazardous Substances in, on or under the Premises, or the
Property, or in any Permittee improvements or alterations placed on the Premises by
Permittee. Permittee represents and warrants to Permittor that Permittee's intended use of
the Premises does not and will not involve the use, production, disposal or bringing on to the
Premises of any hazardous substance, hazardous material, waste, pollutant, or contaminant, as
those terms are defined in any federal, state, county, or city law or regulation (collectively,
"Hazardous Substances") other than fuels, lubricants, and other products which are customary
and necessary for use in Permittee's ordinary course of business, provided that such products
are used, stored and disposed of in accordance with applicable laws and manufacturer's and
supplier's guidelines. Permittee shall promptly comply with all laws and with all orders,
decrees or judgments of government authorities or courts having jurisdiction, relating to the
use, collection, treatment, disposal, storage, control, removal or cleanup by Permittee of
Hazardous Substances, in, on or under the Premises, or incorporated in any improvements or
alterations made by Permittee to the Premises, at Permittee's sole cost and expense.
9.2. Standard of Care: Permittee agrees to use a high degree of care to be certain
that no Hazardous Substances are improperly used, released or disposed in, on or under the
Premises during the Term by Permittee, or its authorized representatives or assigns, or are
improperly used, released or disposed on the Premises by the act of any third party.
9.3. Compliance Notification: In the event of non-compliance by Permittee, after
notice to Permittee and a reasonable opportunity for Permittee to effect such compliance,
Permittor may, but is not obligated to, enter upon the Premises and take such actions and
incur such costs and expenses to effect such compliance with laws as it deems advisable to
protect its interest in the Premises, provided, however that Permittor shall not be obligated to
give Permittee notice and an opportunity to effect such compliance if (i) such delay might
result in material adverse harm to the Premises or the Airport, or (ii) an emergency exists.
Permittee shall reimburse Permittor for the full amount of all costs and expenses incurred by
Permittor in connection with such compliance activities and such obligation shall continue even
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after expiration or termination of the Term. Permittee shall notify Permittor immediately of
any release of any Hazardous Substances in, on or under the Premises.
9.4. Indemnity:
9.4.1. Permittor shall have no responsibility to Permittee, or any other third party, for
remedial action under R.C.W. Chapter 70.105D, or other federal, state, county or municipal
laws, in the event of a release of or disposition of any Hazardous Substances in, on or under
the Premises during the Term that were caused by Permittee. Permittee shall defend,
indemnify and hold harmless Permittor, its officials, employees, agents, and contractors
(hereinafter "City Indemnitees") from any claims (including without limitation third party
claims for personal injury or real or personal property damage), actions, administrative
proceedings,judgments, penalties, fines, liability, loss, damage, obligation or expense,
including, but not limited to, fees incurred by Permittor or City Indemnitees for attorneys,
consultants, engineers, damages, environmental resource damages, and remedial action under
RCW Chapter 70.105D or other remediation, arising by reason of the release or disposition of
any Hazardous Substances in, on or under the Premises during the Term that are caused by
Permittee.
9.4.2. Permittee shall have no responsibility to Permittor, or any other third party, for
remedial action under RCW Chapter 70.105D, or other federal, state, county or municipal laws,
nor shall Permittee have any other liability or responsibility of any kind, in the event of the
presence, release, or disposition of any Hazardous Substance on, in or under the Premises
unless such presence, release, or disposition of any Hazardous Substance was caused by
Permittee. Permittor shall defend, indemnify and hold harmless Permittee, and their directors,
officers, agents, employees, and contractors (collectively, "Indemnittees") from any claims
(including without limitation third party claims for personal injury or real or personal property
damage), actions, administrative proceedings,judgements, penalties, fines, liability, loss,
damage, obligation or expense, including, but not limited to, fees incurred by Permittee or any
Indemnitee for attorneys, consultants, engineers, damages, environmental resource damages,
and remedial action under RCW Chapter 70.105D or other Remediation, arising from or in
connection with the presence, suspected presence, release or suspected release of any
Hazardous Substances in, on or under the Premises that is not caused, in whole or in part, by
Permittee or the Indemnitees.
9.4.3. The provisions of this Subsection 9.4 shall survive the expiration or sooner
termination of the Term. No subsequent modification or termination of this Operating Permit
by agreement of the parties or otherwise shall be construed to waive or to modify any
provisions of this Section unless the termination or modification agreement or other document
expressly so states in writing.
9.5. Dispute Resolution: In the event of any dispute between the parties concerning
whether any Hazardous Substances were brought onto the Premises by Permittee, or whether
any release of or disposition of any Hazardous Substance was caused by Permittee, the parties
agree to submit the dispute for resolution by arbitration upon demand by either party. Each
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party shall select one (1) arbitrator. The two (2) selected arbitrators, if unable to agree within
a period of thirty (30) days after such appointment, as that term is defined in Section 9.5.1 of
this Operating Permit, shall select a third arbitrator. The arbitrators shall be environmental
consultants with experience in the identification and remediation of Hazardous Substances.
The arbitrators shall make their decision in writing within sixty (60) days after their
appointment, unless the time is extended by the agreement of the parties. The decision of a
majority of the arbitrators shall be final and binding upon the parties. Each party shall bear the
cost of the arbitrator named by it. The expenses of the third arbitrator shall be borne by the
parties equally.
9.5.1. Appointed Arbitrators: The two appointed arbitrators shall meet, and shall
make their decision in writing within thirty (30) days after the date of their appointment. If the
appointment date for either arbitrator is later than the other, the latter date shall be the
appointment date for purposes of the thirty (30) day deadline. If the two arbitrators are
unable to agree within a period of thirty (30) days after such appointment, they shall, within a
period of thirty (30) days after the first thirty (30) day period, select a third arbitrator. If such
third arbitrator has not been selected or if such third arbitrator has not accepted such
appointment within such thirty (30) day period, either Permittor or Permittee may apply to the
head of the Seattle office of the American Arbitration Association to appoint said third
arbitrator.
The three arbitrators shall have thirty (30) days from the date of selection of the third
arbitrator to reach a majority decision unless the time is extended by agreement of both
parties. The decision of the majority of such arbitrators shall be final and binding upon the
parties hereto.
10. MAINTENANCE:
10.1. Maintenance of Premises: The Premises and all of the improvements or
structures thereon and authorized by Permittor for use by Permittee, shall be used and
maintained by Permittee in an operable, neat, orderly, and sanitary manner. Permittor shall
not be called upon to make any improvements, alteration, or repair of any kind upon the
Premises. Permittee is responsible for the clean-up and proper disposal at reasonable and
regular intervals of rubbish, trash, waste and leaves around the Premises, including that blown
against fences bordering the Premises, whether as a result of Permittee's activities or having
been deposited upon the Premises from other areas.
10.2. Removal of Snow/Floodwater/Mud: Permittee shall be responsible for removal
of snow and/or floodwaters or mud deposited there from the Premises and those areas of the
sublease utilized by Permittee, with the disposition thereof to be accomplished in such a
manner so as to not interfere with or increase the maintenance activities of Permittor upon
the public areas of the Airport.
10.3. Permittor May Perform Maintenance: If Permittee fails to perform Permittee's
obligations under this section, Permittor may at its option (but shall not be required to) enter
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the Premises, after thirty (30) days' prior written notice to Permittee, and put the same in good
order, condition and repair, and the cost thereof together with interest thereon at the rate of
twelve (12%) percent per annum shall become due within thirty (30) days of the date of
Permittor's invoice to Permittee.
11. ALTERATIONS:
11.1. Protection from Liens: Before commencing any work relating to alterations,
additions and improvements affecting the Premises ("Work"), Permittee shall notify Permittor
in writing of the expected date of commencement of the Work. Permittee shall pay, or cause
to be paid, all costs of labor, services and/or materials supplied in connection with any Work.
Permittee shall keep the Premises free and clear of all mechanics' and materialmen's liens and
other liens resulting from any Work. Permittee shall have the right to contest the correctness
or validity of any such lien if, immediately on demand by Permittor, it procures and records a
lien release bond issued by a responsible corporate surety in an amount sufficient to satisfy
statutory requirements therefore in the State of Washington. Permittee shall promptly pay or
cause to be paid all sums awarded to the claimant on its suit, and, in any event, before any
execution is issued with respect to any judgment obtained by the claimant in its suit or before
such judgment becomes a lien on the Premises, whichever is earlier. If Permittee shall be in
default under this Section, by failing to provide security for or satisfaction of any mechanic's or
liens, then Permittor may, at its option, in addition to any other rights or remedies it may have,
discharge said lien by (i) paying the claimant an amount sufficient to settle and discharge the
claim, (ii) procuring and recording a lien release bond, or (iii) taking such other action as
Permittor shall deem necessary or advisable, and, in any such event, Permittee shall pay, on
Permittor's demand, all reasonable costs (including reasonable attorney fees) incurred by
Permittor in settling and discharging such lien together with interest thereon at the rate of
twelve (12%) percent per year from the date of Permittor's payment of said costs. Permittor's
payment of such costs shall not waive any default of Permittee under this Section.
11.2. Bond: At any time Permittee either desires to or is required to make any
repairs, alterations, additions, improvements or utility installation thereon, or otherwise,
Permittor may at its sole option require Permittee, at Permittee's sole cost and expense, to
obtain and provide to Permittor a lien and completion bond in an amount equal to one and
one-half(1-1/2) times the estimated cost of such improvements, to insure Permittor against
liability for mechanics and materialmen's liens and to insure completion of the work.
11.3. Permittor May Make Improvements: Permittee agrees that Permittor may, at its
option and at its expense, make repairs, alterations or improvements which Permittor may
deem necessary or advisable for the preservation, safety, or improvement of utilities or airport
infrastructure on the Premises, if any. Permittor shall provide ten (10) days' advance notice of
any such work and use reasonable efforts to not interfere with Permittee's use of the Premises
during any such work.
11.4. Improvements: As further consideration for this Operating Permit, it is agreed
that upon the expiration or sooner termination of the Term, all structures and any and all
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improvements of any character whatsoever installed on the Premises by Permittee, shall be
and become the property of Permittor, and title thereto shall automatically pass to Permittor
at such time, and none of such improvements now or hereafter placed on the Premises shall be
removed therefrom at any time without Permittor's prior written consent. During the Term,
Permittee shall hold title to all improvements placed by Permittee on the Premises. Permittee
covenants and agrees that Permittee will pay and satisfy in full all outstanding liens, or other
debts, affecting or encumbering such improvements before transfer of ownership of such
improvements to Permittor. Permittor may, at its option, require Permittee, upon the
expiration or sooner termination of the Term, if any, to remove any and all improvements and
structures installed by Permittee from the Premises and repair any damage caused thereby, at
Permittee's expense.
12. ASSIGNMENT:
12.1. Assignment/Subletting: Any assignment, encumbrance or sublease, whether by
operation of law or otherwise, without Permittor's consent shall be void and shall constitute a
default by Permittee under this Operating Permit. No consent to any assignment or sublease
shall constitute a waiver of the provisions of this Section and no other or subsequent
assignment or sublease shall be made without Permittor's prior written consent. Before an
assignment or sub-lease will be approved, the proposed assignee or sub-permittee must
comply with provisions of the then current Airport Leasing Policies, including, but not limited to
the "Analysis of Tenant's Financial Capacity," independent of Permittee's compliance or
Financial Capacity. Consent shall not be unreasonably withheld, conditioned, or delayed.
In the case of an assignment of the full leasehold interest and/or complete sale of the stock or
other interests in the entity constituting Permittee and concomitant transfer of ownership of
said entity, (a) in the case of an assignment, the proposed assignee shall deliver to Permittor a
written instrument duly executed by the proposed assignee stating that it has examined this
Operating Permit and agrees to assume, be bound by and perform all of Lessee's obligations
under this Operating Permit accruing after the date of such assignment, to the same extent as
if it were the original Lessee, and (b) in the case of a stock transfer, Transferee shall deliver a
written acknowledgment that it shall continue to be bound by all the provisions of this
Operating Permit after the transfer. Except in the case of an assignment of the full leasehold
interest, any assignment permitted herein will not relieve Lessee of its duty to perform all the
obligations set out in this Operating Permit or addenda hereto. In no event will the assignment
of the full leasehold interest or the complete sale of the stock or other interests in the entity
constituting Lessee and concomitant transfer of ownership of said entity cause an extension of
the Term of this Operating Permit.
12.2. Conditions to Assignment or Sublease: Permittee agrees that any instrument by
which Permittee assigns or sublets all or any portion of the Premises shall (i) incorporate this
Operating Permit by reference, (ii) expressly provide that the assignee or subtenant may not
further assign or sublet the assigned or sublet space without Permittor's prior written consent
(which consent shall not be unreasonably withheld, conditioned, or delayed), (iii) acknowledge
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that the assignee or subtenant will not violate the provisions of this Operating Permit, and (iv)
in the case of any assignment, acknowledge that Permittor may enforce the provisions of this
Operating Permit directly against such assignee.
12.3. Documentation: No permitted subletting by Permittee shall be effective until
there has been delivered to Permittor a copy of the sublease and an executed Operating
Permit and Agreement in which the subtenant agrees not to violate and to act in conformity
with the terms and provisions of this Operating Permit; provided that no operating permit shall
be required for the subletting of hangar or tie-down space for aircraft storage purposes. No
permitted assignment shall be effective unless and until there has been delivered to Permittor
a counterpart of the assignment in which the assignee assumes all of Lessee's obligations
under this Operating Permit arising on or after the date of the assignment.
12.4. No Release of Permittee's Liability: Neither an assignment nor subletting shall
be deemed a waiver of any of the provisions of this Section or release Permittee from its
obligation to comply with the terms and provisions of this Operating Permit and Permittee
shall remain fully and primarily liable for all of Permittee's obligations under this Operating
Permit, unless Permittor otherwise agrees in writing. Notwithstanding the foregoing, in the
event that Permittor's consent to assignment is obtained for a complete assignment and
Assignee agrees in writing to assume all of the obligations and liabilities of this Operating
Permit accruing after such assignment, Permittee shall be relieved of all liability arising from
this Operating Permit and arising out of any act, occurrence or omission occurring after
Permittor's consent is obtained. To the extent that any claim for which indemnification of
Permittor (including with respect to Hazardous Substance) arises after Permitte's complete
assignment for conduct predating said assignment, Permittee shall not be relieved of
obligations or liability arising from this Operating Permit.
12.5. No Merger: Without limiting any of the provisions of this Section, if Permittee
has entered into any subleases of any portion of the Premises, the voluntary or other
surrender of this Operating Permit, or a mutual cancellation by Permittor and Permittee, shall
not work a merger and shall terminate all or any existing subleases or subtenancies.
13. DEFAULT:
13.1. Default: The occurrence of any of the following shall constitute a default by
Permittee under this Operating Permit:
13.1.1. Failure to Comply with Airport Regulations and Minimum Standards: Failure to
comply with the Airport Regulations and Minimum Standards, if the failure continues for a
period of twenty-four (24) hours after notice of such default is given by Permittor to Permittee.
If the failure to comply cannot reasonably be cured within twenty-four (24) hours, then
Permittee shall not be in default under this Operating Permit if Permittee commences to cure
the failure to comply within twenty-four (24) hours and diligently and in good faith continues
to cure the failure to comply. However, said inability to cure within twenty-four (24) hours,
diligence and good faith notwithstanding, cannot be based on financial incapacity.
OPERATING PERMIT AND AGREEMENT 11
City of Renton to Seaplane Scenics, LLC
13.1.2. Failure To Perform or Cure: Failure to perform any other provision of this
Operating Permit, if the failure to perform is not cured within thirty (30) days after notice of
such default has been given by Permittor to Permittee. If the default cannot reasonably be
cured within thirty (30) days, then Permittee shall not be in default under this Operating
Permit if Permittee commences to cure the default within thirty (30) days of Permittor's notice
and diligently and in good faith continues to cure the default.
13.1.3. Appointment of Trustee or Receiver: The appointment of a trustee or receiver
to take possession of substantially all of Permittee's assets located at the Premises or of
Permittee's interest in this Operating Permit, where possession is not restored to Permittee
within sixty (60) days; or the attachment, execution or other judicial seizure of substantially all
of Permittee's assets located at the Premises or of Permittee's interest in this Operating
Permit, where such seizure is not discharged within sixty (60) days.
13.1.4. Failure to Comply With Laws: It shall be a default of this Operating Permit if
Permittee fails to comply with any of the statutes, ordinances, rules, orders, regulations, and
requirements of the federal, state, and/or city governments, any terms of this Operating
Permit and/or the underlying lease.
13.2. Additional Security: If Permittee is in default under this Operating Permit, and
such default remains uncured for more than three (3) business days after Permittor gives
Permittee notice of such default, then Permittor, at Permittor's option, may in addition to
other remedies, require Permittee to provide adequate assurance of future performance of all
of Permittee's obligations under this Operating Permit in the form of a deposit in escrow, a
guarantee by a third party acceptable to Permittor, a surety bond, a letter of credit or other
security acceptable to, and approved by, Permittor. If Permittee fails to provide such adequate
assurance within twenty (20) days of receipt of a request by Permittor for such adequate
assurance, such failure shall constitute a material breach of this Operating Permit and
Permittor may, at its option, terminate this Operating Permit.
13.3. Remedies: If Permittee commits a default, then following the expiration of the
notice and cure periods set forth in Section 13.1 above, Permittor shall have the following
alternative remedies, which are in addition to any remedies now or later allowed by law, and
Permittor shall use reasonable efforts to mitigate its damages:
13.3.1. Maintain Operating Permit in Force: To maintain this Operating Permit in full
force and effect and recover any monetary charges as they become due, without terminating
Permittee's right to possession, irrespective of whether Permittee shall have abandoned the
Premises. If Permittor elects to not terminate the Operating Permit, Permittor shall have the
right to perform all acts necessary to maintain or preserve the Premises as Permittor deems
reasonable and necessary, without being deemed to have elected to terminate the Operating
Permit, including removal of all persons and property from the Premises; such property may be
removed and stored in a public warehouse or elsewhere at the cost of and on the account of
Permittee. Notwithstanding that Permitter fails to elect to terminate the Operating Permit
OPERATING PERMIT AND AGREEMENT 12
Cfty of Renton to Seaplane Scenics, LLC
initially, Permittor at any time during the Term may elect to terminate this Operating Permit by
virtue of such previous default of Permittee so long as Permittee remains in default under this
Operating Permit.
13.3.2. Terminate Operating Permit: To terminate Permittee's right to possession by
any lawful means, in which case this Operating Permit shall terminate and Permittee shall
immediately surrender possession of the Premises to Permittor. In such event Permittor shall
be entitled to recover from Permittee all damages incurred by Permittor by reason of
Permittee's default including without limitation thereto, the following: (i) any amount
necessary to compensate Permittor for all the detriment proximately caused by Permittee's
failure to perform its obligations under this Operating Permit or which in the ordinary course of
business would be likely to result therefrom, including without limitation, (A) any costs or
expenses incurred by Permittor including reasonable attorney fees, and (B) such other amounts
in addition to or in lieu of the foregoing as may be permitted from time to time by applicable
state law. The amounts referenced in this Section shall accrue interest at 12% per annum.
14. BINDING AGREEMENT: Subject to the restriction upon assignment or subletting
as set forth herein, all of the terms, conditions, and provisions of this Operating Permit shall be
binding upon the parties, their successors and assigns, and in the case of a Permittee who is a
natural person, his or her personal representative and heirs.
15. CONDEMNATION: If the whole or any substantial part of the Premises shall be
condemned or taken by Permittor or any county, state, or federal authority for any purpose,
then the Term shall cease as to the part so taken from the day the possession of that part shall
be required for any purpose. From that day Permittee shall have the right to either cancel this
Operating Permit and declare the same null and void, or to continue in the possession of the
remainder of the same under the terms herein provided. All damages awarded for such taking
for any public purpose shall belong to and be the property of Permittor, whether such damage
shall be awarded as compensation for the diminution in value to the leasehold, or to the fee of
the Premises herein leased. Damages awarded for the taking of Permittee's improvements
located on the Premises shall belong to and be awarded to Permittee.
16. RIGHT OF INSPECTION: Permittee will allow Permittor, or Permittor's agent, free
access to the Premises at all reasonable times for the purpose of inspection, or for making
repairs, additions or alterations to the Premises, or any property owned by or under the
control of Permittor.
17. SURRENDER OF PREMISES: Permittee shall quit and surrender the premises at
the end of the term in a condition as good as the reasonable use thereof would permit, normal
wear and tear excepted. Alterations, additions or improvements which may be made by either
of the parties hereto on the Premises, except movable office furniture or trade fixtures put in
at the expense of Permittee, shall be and remain the property of Permittor and shall remain on
and be surrendered with the Premises as a part thereof at the termination of this lease without
hindrance, molestation, or injury. Permittee shall repair at its sole expense any damage to the
OPERATING PERMIT AND AGREEMENT 13
City of Renton to Seaplane Scenics, LLC
Premises occasioned by its use thereof, or by the removal of Permittee's trade fixtures,
furnishings and equipment which repair shall include the patching and filling of holes and
repair of structural damage.
18. INSURANCE:
18.1. Personal Property: It is agreed that Permittor shall not be held liable in any
manner for, or on account of, any loss or damage to personal property of Permittee,
Permittee's invitees or other persons, which may be sustained by fire or water or other insured
peril, or for the loss of any articles by burglary, theft or any other cause from or upon the
Premises. It is acknowledged that Permittor does not cover any of the personal property of
Permittee, Permittee's invitees or other persons upon the Premises through its insurance.
Permittee, its invitees and other persons upon the Premises are solely responsible to obtain
suitable personal property insurance.
18.2. Liability Insurance. Permittee agrees to maintain in force during the term of this
Lease a policy of comprehensive public liability and property damage insurance written by a
company authorized to do business in the State of Washington against any liability arising out
of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant
thereto. The limits of liability shall be in an amount of not less than $1,000,000.00/$2,000,000
in the aggregate for injury to or death of one person in any one accident or occurrence and in
an amount of not less than $1,000,000.00 for injury to or death of more than one person in any
one accident or occurrence, and of not less than $1,000,000.00 for property damage. The
limits of said insurance shall not, however, limit the liability of Permittee hereunder. The
insurance policy shall have a Landlord's Protective Liability endorsement attached thereto, and
the City of Renton will be named as Additional Insured(s) on Permittee's policy, with the
General Liability coverage being primary and non-contributory with any other policy(ies)
available to the City.
18.3. Insurance Policies: Insurance required hereunder shall be written in companies
acceptable to Permittor and rated A-10 or better in "Best's Insurance Guides." Permittor
reserves the right to establish and, from time-to-time, to increase minimum insurance
coverage amounts. Notice of increased insurance requirements shall be sent to Permittee at
least forty (45) days prior to the annual renewal date of Permittee's insurance. Coverage shall
be submitted on forms prescribed by Permittor. Prior to possession, Permittee shall deliver to
Permittor copies of policies of such insurance acquired by Permittee, or certificates evidencing
the existence and amounts of such insurance, with loss payable clauses satisfactory to
Permittor. Permittor shall be named as an additional insured with that coverage being primary
and non-contributory to any other insurance coverage available to the City. Permittee shall
provide the City with written notice of any policy cancellation, within two business days of their
receipt of such notice.
18.4. Insurance Maintained Throughout Term: Permittee shall not do or permit to be •
done anything which shall invalidate the insurance policies referred to above. Permittee shall
forthwith, upon Permittor's demand, reimburse Permittor for any additional premiums
OPERATING PERMIT AND AGREEMENT 14
City of Renton to Seaplane Scenics, tl C
attributable to any act or omission or operation of Permittee causing such increase in the cost
of insurance. If Permittee shall fail to procure and maintain said insurance Permittor may, but
shall not be required to, procure and maintain the same, but at the expense of Permittee.
18.5. Waiver of Subrogation: Permittee and Permittor each waives any and all rights
of recovery against the other, or against the officers, employees, agents and representatives of
the other, for loss of or damage to such waiving party or its property or the property of others
under its control, where such loss or damage is insured against under any insurance policy in
force at the time of such loss or damage. Permittee shall, upon obtaining the policies of
insurance required hereunder, give notice to the insurance carriers that the foregoing mutual
waiver of subrogation is contained in this Operating Permit.
19. LIMITATION UPON PERMITTOR'S LIABILITY. Permittor shall not be liable for any
damage to property or persons caused by, or arising out of (a) any defect in or the
maintenance or use of the Premises, or the improvements, fixtures and appurtenances of
which the premises constitute a part; or (b) water coming from the roof, water pipes, flooding
of the Cedar River or other body of water, or from any other source whatsoever, whether
within or without the Premises; or (c) any act or omission of any Permittee or other occupants
of the building, or their agents, servants, employees or invitees thereof.
20. INDEMNITY: Permittee covenants to defend, indemnify and save harmless
Permittor against any and all claims arising from (a) the conduct and management of or from
any work or thing whatsoever done in or about the Premises or the improvements or
equipment thereon during the Operating Permit term, or (b) arising from any act or negligence
of Permittee or any of its agents, contractors, patrons, customers, or employees, or invitees, or
(c) arising from any accident, injury, or damage whatsoever, however caused, to any person or
persons, or to the property of any person, persons, corporation or other entity occurring
during the Operating Permit term on, in, or about the Premises, and from and against all costs,
attorney's fees, expenses, and liabilities incurred in or from any such claims or any action or
proceeding brought against Permittor by reason of any such claim, except such claims arising
directly or indirectly out of Permittor's sole act or omission. Permittee, on notice from
Permittor, shall resist or defend such action or proceeding forthwith with counsel reasonably
satisfactory to, and approved by Permittor.
21. HOLDING OVER: Permittee understands that upon expiration of the term of this
permit, Permittee must execute a new permit with Permittor as a condition to remaining on
the premises. Permittee further understands that if, without execution of any extension or
renewal of this permit, Permittee should remain in possession of the premises after expiration
or termination of the term of this permit, notwithstanding any extension of its sublease with
Lessee, then Lessee shall be in default of its lease, LAG-84-006 and Permittor may evict Lessee
and Permittee. All the conditions, terms and provisions of this permit shall be applicable
during such holding over.
22. NO WAIVER: It is further covenanted and agreed between the parties hereto
that no waiver by Permittor of a breach by Permittee of any covenant, agreement, stipulation,
OPERATING PERMIT AND AGREEMENT 15
City of Renton to Seaplane Scenics, LLC
or condition of this Operating Permit shall be construed to be a waiver of any succeeding
breach of the same covenant, agreement, stipulation, or condition, or a breach of any other
covenant agreement, stipulation, or condition.
23. NOTICES: All notices or requests required or permitted under this Operating
Permit shall be in writing; shall be personally delivered, delivered by a reputable express
delivery service such as Federal Express or DHL, or sent by certified mail, return receipt
requested, postage prepaid, and shall be deemed delivered on receipt or refusal. All notices or
requests to Permittor shall be sent to Permittor at Permittor's address set forth below and all
notices or requests to Permittee shall be sent to Permittee at Permittee's address set forth
below.
Permittor's Address: Airport Administration Office
Attention: Airport Manager
616 West Perimeter Road, Unit A
Renton, Washington 98057
Permittee's Address: Seaplane Scenics, LLC
295 East Perimeter Road
Renton, Washington 98057
24. DISCRIMINATION PROHIBITED:
24.1. Discrimination Prohibited: Permittee covenants and agrees not to discriminate
against any person or class of persons by reason of race, color, creed, sex, national origin, or
any other class of person protected by Federal or State law or the Renton City Code, in the use
of any of its facilities provided for the public in the Airport. Permittee further agrees to furnish
services on a fair, equal and not unjustly discriminatory basis to all users thereof, and to charge
on a fair, reasonable and not unjustly discriminatory basis for each unit of service; provided
that Permittee may make reasonable and non-discriminatory discounts, rebates, or other
similar types of price reductions to volume purchasers.
24.2. Minority Business Enterprise Policy: It is the policy of the Department of
Transportation that minority business enterprises as defined in 49 C.F.R. Part 23 shall have the
maximum opportunity to participate in the performance of leases as defined in 49 C.F.R. 23.5.
Consequently, this Operating Permit is subject to 49 C.F.R. Part 23, as applicable. No person
shall be excluded from participation in, denied the benefits of or otherwise discriminated
against in connection with the award and performance of any contract, including Operating
Permits covered by 49 C.F.R. Part 23, on the grounds of race, color, national origin or sex.
24.3. Application to Sub-leases: Subject to the provisions of Section 12 of this
Operating Permit, Permittee agrees that it will include the above clause in all assignments of
this Operating Permit or sub-leases, and cause its assignee(s) and sub-lessee(s) to similarly
include the above clause in further assignments or sub-leases.
OPERATING PERMIT AND AGREEMENT 16
City of Renton to Seaplane Scenics, LLC
25. FORCE MAJEURE: In the event that either party hereto shall be delayed or
hindered in or prevented from the performance of any act required hereunder by reason of
strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive
governmental laws or regulations, riots, insurrections, war, or other reason of like nature not
the fault of the party delayed in performing work or doing acts required under the terms of this
Operating Permit, then performance of such act shall be extended for a period equivalent to
the period of such delay. The provisions of this Section shall not, however, operate to excuse
Permittee from the prompt payment of any payment required by the terms of this Operating
Permit, to be made by Permittee.
26. TRANSFER OF PREMISES BY PERMITTOR: In the event of any sale, conveyance,
transfer or assignment by Permittor of its interest in the Premises, Permittor shall be relieved
of all liability arising from this Operating Permit and arising out of any act, occurrence or
omission occurring after the consummation of such sale, conveyance, transfer or assignment.
Permittor's transferee shall be deemed to have assumed and agreed to carry out all of the
obligations of Permittor under this Operating Permit.
27. ATTORNEYS' FEES AND COSTS; COLLECTION COSTS: If either party brings any
action for relief against the other party, declaratory or otherwise, arising out of this Operating
Permit, including any action by Permittor for the recovery of Rent or possession of the
Premises, the prevailing party shall be entitled to reasonable attorneys' fees and costs of
litigation as established by the court. If the matter is not litigated or resolved through a
lawsuit, then any attorneys' fees for collection of past-due rent or enforcement of any right of
Permittor or duty of Permittee hereunder shall entitle Permittor to recover, in addition to any
late payment charge, any costs of collection or enforcement, including reasonable attorney's
fees. For the purposes of this Section 27, attorney's fees shall include a reasonable rate for
attorney's employed by the City.
28. EMERGENCY RESPONSE: Permittee must provide to the Airport Manager
reasonable access and response in times of emergency or urgency. Permittee is wholly
responsible to keep an up-to-date listing of aircraft types, identification, and owners on file and
at the Airport Manager's office.
29. DEFINITIONS: As used in this Operating Permit, the following words and
phrases, whether or not capitalized, shall have the following meanings:
"Additional Rent" means any charges or monetary sums to be paid by Permittee to
Permittor under the provisions of this Operating Permit other than Minimum Monthly Rent.
"Authorized representatives" means any officer, agent, employee, independent
contractor or invitee of either party.
"Environmental Laws and Requirements" means any and all federal, state, local laws,
statutes, ordinances, rules, regulations and/or common law relating to environmental
OPERATING PERMIT AND AGREEMENT 17
City of Renton to Seaplane Scenics, LLC
protection, contamination, the release, generation, production, transport, treatment,
processing, use, disposal, or storage of Hazardous Substances, worker health or safety or
industrial hygiene, and the regulations promulgated by regulatory agencies pursuant to these
laws, and any applicable federal, state, and/or local regulatory agency-initiated orders,
requirements, obligations, directives, notices, approvals, licenses, or permits.
"Expiration" means the coming to an end of the time specified in the Operating Permit
as its duration, including any extension of the Term.
"Hazardous Substances" means any and all material, waste, chemical, compound,
substance, mixture or byproduct that is identified, defined, designated, listed, restricted or
otherwise regulated under any Environmental Laws and Requirements as a "hazardous
constituent," "hazardous substance," "hazardous material," "extremely hazardous material,"
"hazardous waste," "acutely hazardous waste," "hazardous waste constituent," "infectious
waste," "medical waste," "biohazardous waste," "extremely hazardous waste," "pollutant,"
"toxic pollutant" or "contaminant." The term "Hazardous Substances" includes, without
limitation, any material or substance which is (i) hexavalent chromium; (ii) pentachlorophenol;
(iii) volatile organic compounds; (iv) petroleum; (v) asbestos; (vi) designated as a "hazardous
substance" pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. §
1251 et seq. (33 U.S.C. § 1321); (vii) defined as a "hazardous waste" pursuant to Section 1004
of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. §
6903); (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §
9601 et seq. (42 U.S.C. § 9601); or (ix) designated as a "hazardous substance" pursuant to the
Washington Model Toxics Control Act, RCW 70.105D.010 et seq.
"Parties" means Permittor and Permittee.
"Person" means one or more human beings, or legal entities or other artificial persons,
including without limitation, partnerships, corporations, trusts, estates, associations and any
combination of human beings and legal entities.
"Rent" means Minimum Monthly Rent, as adjusted from time to time under a Lease,
and Additional Rent.
30. GENERAL PROVISIONS:
30.1. Entire Agreement: This Operating Permit sets forth the entire agreement of the
parties as to the subject matter hereof and supersedes all prior discussions and understandings
between them. This Operating Permit may not be amended or rescinded in any manner except
by an instrument in writing signed by a duly authorized officer or representative of each party
hereto. In the event of a conflict between the terms of this Operating Permit and the sublease
agreement between Permittee and Lessee, the terms of this Operating Permit supersede.
OPERATING PERMIT AND AGREEMENT 38
City of Renton to Seaplane Scenics, LLC
30.2. EXEMPTION OF PERMITTOR FROM LIABILITY: Permittor or Permittor's agents
shall not be liable for injury to persons or to Permittee's business or loss of income therefrom
or for damage which may be sustained by the person, goods, wares, merchandise or property
of Permittee, its authorized representatives, or any other person in or about the Premises,
caused by or resulting from (a) fire, electricity, gas, water or rain which may leak or flow from
or into any part of the Premises, (b) any defect in or the maintenance or use of the Premises,
or any improvements, fixtures and appurtenances thereon, (c) the Premises or any
improvements, fixtures and appurtenances thereon becoming out of repair, (d) the breakage,
leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing,
heating, ventilating or air conditioning or lighting fixtures of the Premises, (e) flooding of the
Cedar River or other body of water, or from any other source whatsoever, whether within or
without the Premises; or (f) any act or omission of any other tenant or occupant of the building
in which the Premises are located, or their agents, servants, employees, or invitees, provided,
that the foregoing exemption shall not apply to losses to the extent caused by Permittor's or its
agents', contractors', or employees' negligence or willful misconduct.
30.3. Governing Law: This Operating Permit shall be governed by, and construed and
enforced in accordance with, the laws of the State of Washington.
30.4. Severability: Should any of the provisions of this Operating Permit be found to
be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall
be stricken and the remainder of this Operating Permit shall nonetheless remain in full force
and effect unless striking such provision shall materially alter the intention of the parties.
30.5. Jurisdiction and Venue: In the event any action is brought to enforce any of the
provisions of this Operating Permit, the parties agree to be subject to exclusive in personam
jurisdiction in the Superior Court of the State of Washington in and for the County of King or in
the United States District Court for the Western District of Washington.
30.6. Waiver: No waiver of any right under this Operating Permit shall be effective
unless contained in a writing signed by a duly authorized officer or representative of the party
sought to be charged with the waiver and no waiver of any right arising from any breach or
failure to perform shall be deemed to be a waiver of any future right or of any other right
arising under this Operating Permit.
30.7. Captions: Section captions contained in this Operating Permit are included for
convenience only and form no part of the agreement between the parties.
30.8. Assignee as Permittee: The term "Permittee" shall be deemed to include the
assignee where there is a full assignment of the Operating Permit.
30.9. Effectiveness: This Operating Permit shall not be binding or effective until
properly executed and delivered by Permittor and Permittee.
OPERATING PERMIT AND AGREEMENT 19
City of Renton to Seaplane Scenics, LLC
30.10. Gender and Number: As used in this Operating Permit, the masculine shall
include the feminine and neuter, the feminine shall include the masculine and neuter, the
neuter shall include the masculine and feminine, the singular shall include the plural and the
plural shall include the singular, as the context may require.
30.11. Time of the Essence: Time is of the essence in the performance of all covenants
and conditions in this Operating Permit for which time is a factor.
30.12. Joint and Several Liability: If Permittee is composed of more than one person or
entity, then the obligations of all such persons and entities under this Operating Permit shall be
joint and several.
30.13. No Recordation Without Consent of Permittor: Permittee shall not record this
Operating Permit or any memorandum of this Operating Permit without Permittor's prior
written consent.
30.14. Cumulative Remedies: No remedy or election hereunder shall be deemed
exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
30.15. Corporate Authority: If Permittee is a corporation or limited liability company,
each individual executing this Operating Permit on behalf of said corporation or limited liability
company represents and warrants that he is duly authorized to execute and deliver this
Operating Permit on behalf of said corporation or limited liability company pursuant to duly
enacted resolutions or other action of such corporation or limited liability company and that
this Operating Permit is binding upon said corporation or limited liability company in
accordance with its terms.
30.16. Addenda: The provisions of this Operating Permit shall be subject to those of
any Addenda and Exhibits attached hereto.
OPERATING PERMIT AND AGREEMENT 20
City of Renton to Seaplane Scefflics, LLC
PERMITTEE: PERMITTOR:
SEAPLANE SCENICS, LLC THE CITY OF RENTON
a Washington limited liability corporation a Washington municipal
co ration
Denis Law, Mayor
it : Owner/ esident
Date: 7/�//, Date: ?.3 l
ATTEST:
By (/f-
Jason eth, Cit Clerk
ti
Date:
Approved as to legal form:
Shane Moloney, City Attorney
il * EP.: SEAL
i p N4m00„ ,e
''`//°„4'41 eD sE?;OM�v�`�
'Ili
OPERATING PERMIT AND AGREEMENT 21
City of Renton to Seaplane Scenics, LLC
STATE OF WASHINGTON
: ss.
COUNTY OF
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and s/he acknowledged that s/he signed this instrument, on oath
stated that s/he was authorized to execute the instrument and acknowledged it as the
of , a ,to be the free
and voluntary act of such_ for the uses and purposes mentioned in the
instrument.
Dated this day of , 201
[Signature of Notary]
[Print Name of Notary]
Notary Public in and for the State of
Washington, residing at
W
My commission expires:
STATE OF WASHINGTON
: ss. •
COUNTY OF
I certify that I know or have satisfactory evidence that _is the
person who appeared before me, and s/he acknowledged that s/he signed this instrument, on oath
stated that s/he was authorized to execute the instrument and acknowledged it as the
of , a , to be the free
and voluntary act of such for the uses and purposes mentioned in the
instrument.
Dated this day of , 201 .
[Signature of Notary]
[Print Name of Notary]
Notary Public in and for the State of
Washington, residing at
My commission expires:
OPERATING PERMIT AND AGREEMENT 22
City of Renton to Seaplane Scenics, t LC
EXHIBIT A
Sublease Between Aerodyne Aviation, LLC and Seaplane Scenics, LLC
OPERATING PERMIT AND AGREEMENT 24
City of Renton to Seaplane Scenics, LLC
EXHIBIT B
Sublease Map Depiction
OPERATING PERMIT AND AGREEMENT 25
City of Renton to Seaplane Scenics, LLC
EXHIBIT C
Aircraft Laws and Regulations,
RCW 47.68.250: Public Highways and Transportation.
OPERATING PERMIT AND AGREEMENT 26
City of Renton to Seaplane Scenics, LLC
EXHIBIT A
Office/Facility RENTAL AGREEMENT
EFFECTIVE March 1, 2017
DATE: TENANT: Seaplanes Scenics, LLC
LANDLORD: Aerodyne Aviation, LLC
AIRCRAFT: Various
TERM: March 1, 2018 to February 28, 2019
TENANT does hereby rent from LANDLORD 250 sq ft of Office and pro-rata space of
Common Area in Aerodyne Facility for public use (Approx 550 sq ft); and tie down for two
aircraft (various) with space for one(1) aircraft tow tractor. The "Space" ( the "Space") shall be
used for flight instruction, scenic tours and charter services. The Aerodyne Facility (the
"Premises") located at 300Airport Way So. Renton. Washington. The Tenant agrees to comply
with all of the terms, covenants and conditions as required by the City of Renton Municipal
Airport . The parties hereto agree as follows.
1. RENT:
(a) Rent shall be S500.00 per month for the Office Space.(utilities included).
This guarantees TENANT the required space to park the above described
aircraft in such a manner as agreeable to LANDLORD, but does not
guarantee any specific spot. manner or direction of said aircraft during the
term of this agreement.
(b) Upon execution hereof, TENANT shall deliver the first months rent. A
Security Deposit equal to the first months rent will also be delivered upon
execution of the Hangar Rental Agreement. Thereafter, on the first day of
each month of the term. beginning with the first day of the second month
after the Effective Date set forth above, TENANT shall pay to
LANDLORD the rent. All installments of Rent shall be delivered to
LANDLORD's address set forth below its signature hereof, or at such
other place as may be designated in writing from time to time by
LANDLORD, in lawful money of the United States without any prior
demand therefore and without deduction .or offset for any cause
whatsoever.
(c) Rent for the Premises must be received by the 5th day of each month. Rent
not received by this time will have a late fee of 3% of the monthly rental
rate assessed to "Tenant by Landlord. Payments not resolved by the 12th
day of the month will put Tenant into default,defined in section 11 below.
HANGARRI•NfAI AGRI•.1•MI'NI I
2. TERM: This Agreement shall commence on the Effective Date set forth
above and shall terminate on the last day of the term of this Agreement specified above
(the "Termination Date"). Upon such tennination. TENANT will surrender the Space to
LANDLORD in as good condition as received by TENANT at commencement hereof,
reasonable wear and tear excepted. Without prejudice to any of LANDLORD's other
legal rights, TENANT agrees to pay the Rent (including any increase in Rent specified
in a Rent Increase Notice during any continued occupancy by TENANT after the
'termination Date or the effective date of any earlier termination of this Agreement).
LANDLORD may terminate lease by giving TENANT sixty (60) days written notice at
the address as set forth below TENANT's signature. Occupancy will extend by a term of
12 months after the prior term expires unless written notice to vacate is provided by
Tenant to Landlord.
3.USE: The Tie-down shall be used only for storage operations and maintenance of the
Aircraft owned or leased by TENANT of the type described on page 1 of this Agreement.
Personal vehicles belonging to aircraft owner and vehicles of Seaplane Scenic. LLC
customers may be parked in the space in the designated Aerodyne Parking Area in front of
the Main Entrance to the Aerodyne facility upon availability: TENANT shall comply with
all laws,rules,ordinances and regulations established by federal, state or local government
agencies. including City of Renton. Washington ("the City"), the operator of the Field.
TENANT shall make no modifications or improvements to the Space or place any exterior
signs on the Space without prior written approval of LANDLORD.
4. HAZARDOUS SUBSTANCES: TENANT shall not generate, transport, transfer
or store any hazardous substances in, on, above, to or from the Space or the Field, including but
not limited to state and federally defined hazardous substances. In the event of a leak, spill or
release of a hazardous substances in, on or about the Space, TENANT will immediately notify
LANDLORD and will undertake all emergency response necessary to contain, clean up and
remove the hazardous substance and within a reasonable time investigate, remediate and/or take
action necessary or appropriate to insure that any contamination by the hazardous substance is
eliminated. TENANT shall provide certification acceptable to LANDLORD that all such
contamination has been eliminated. TENANT shall be familiar with state and local regulations for
the proper removal and disposal of all respective regulated substances generated by it as a result
of its use of the hangar and or contiguous common areas. Tenant will be responsible for all
expense resulting from spill clean up/mitigation and site restoration if required
1. TENANT: The term TENANT includes the party(ies) signing this Agreement and
all employees.agents. representatives and invitees of TENANT.
2. INDEMNIFICATION:
HANGAR Ri-NTA1.AGREEMENT 2
a. Indemnification Obligations. TENANT agrees to indemnify
LANDLORD and shall save LANDLORD harmless from and against any and all loss, claim,
damage, demand, penalty, lien, suit or action of law, or cause of action of any kind, including the
expense of defense thereof. arising out of this Agreement. or related to the Space or it use, and
resulting in any way from the acts or omissions of Landlord, or arising out of any equipment or
I supplies stored or used by TENANT in or about the Space.
h. Limit°lion of Liability EACII PARTY AGREES THAT THE FOLLOWING ARE
THE: SOLE REMEDIES FOR ANY DAMAGE. LOSS OR EXPENSE ARISING OUT OF THIS
AGREEMENT OR RELATED TO THE SPACE:
i. THE PROCEEDS OF ITS INSURANCE TO WHICH IT IS ENTITLED.
ii. ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY
UNDER PARAGRAPH 6A ABOVE; AND
EXCEPT AS SET FORTH IN THIS SECTION EACH PARTY WAIVES ANY RIGHT TO
RECOVER DAMAGE, LOSS OR EXPENSE ARISING OUT OF THIS AGREEMENT OR
RELATED TO THE SPACE. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY
OF INDEMNIFICATION OF CONTRIBUTION TO THE OTHER PARTY FOR ANY CLAIMED
INDIRECT SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSS OF PROFIT OR
INSURANCE DEDUCTIBLE.,
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
AGREEMENT. LANDLORD SHALL NOT INDEMNIFY TENANT AND REIMBURSE
TENANT FOR DAMAGES CONSISTING OF DAMAGES FOR LOSS OF DEPRECIATION
OR DIMINUTION OF VALUE OF OR TO TENANT'S AIRCRAFT RESULTING FROM
DAMAGE THERETO DURING THE TERM OF THIS AGREEMENT.
7. INSURANCE:
a. Tenant Insurance. During the term of this Agreement TENANT shall
procure and maintain in full force and effect and at T'ENANT's sole cost and expense the
insurance coverage for the aircraft.
9. EVIDENCE OF INSURANCE: Upon execution hereof. TENANT shall deliver
certificates of insurance from insurance companies acceptable to LANDLORD, evidencing the
coverage's herein required and naming LANDLORD as additional insureds on the coverages
referred to in paragraphs 7 above. Each insurance policy required under paragraph 7 above shall
be considered primary coverage. Tenant shall provide a waiver of subrogation against the
HANGAR KEN TAI AGREEME cJ 3
Landlord in connection with any claim or damage covered by such policy and shall further
provide a minimum of thirty (30) day's prior written notice of any policy cancellation, expiration
or material modifications in the required coverages.
Tenant will provide Certificates of Insurance to Landlord anytime they are renewed,
modified or otherwise reviewed. Certificates of Insurance will be immediately entailed or
facsimiled to Landlord.or tenant will be in default as defined in section 11 below.
11. DEFAULT: TENANT shall be in default without further notice if Tenant does not
pay rent within Ten(10)days after the date it is due each month. In addition, TENANT shall be in
default in performance of any other material provision herof if, after LANDLORD gives
TENANT written notice of such breach or violation, such breach or violation continues to exists
for seven (7) days or more (or, if such default cannot be completely cured within a seven (7) day
period, if TENANT does not commence to cure such default within such seven(7)day period and
thereafter proceeds with reasonable diligence to completely cure such default). In the event of any
such default, LANDLORD may terminate this Agreement by giving written notice to TENANT
and on the date specified in such notice the Tenants use of the Space shall end and TENANT shall
within Ten (10) days of receiving such notice of the date specified in the notice, whichever is
later. surrender the Space to LANDLORD. Any liability of TENANT to LANDLORD hereafter
shall continue, including, without limitation, liability for all past due rent, late fees, and rent for
the period through and including the original Termination Date established in Hangar Rental
Agreement document. LANDLORD may collect from Tenant expenses associated with reletting
including without limitation advertising costs. attomey's and broker's fees. If this Agreement is so
terminated. LANDLORD may at any time thereafter enter the Space by any lawful means and
remove TENANT and its effects, including TENANT's Aircraft, and_may dispose of such
property in any commercially reasonable manner, with TENANT liable for all expenses of such
disposal including storage and sale. In additions to the remedies herein described. LANDLORD
shall have all other remedies available to it under applicable law.
3. NOTICES: Any notice to be given under this Agreement from one party to the
other shall be deemed given either (a) two (2) days after sending if it is sent by first class mail
addressed to the other party at the address set forth below such party's signature, or such other
address of which either party notifies the other in writing from time to time, or (b) the same
business day if sent via fax at the number set forth below such party's signature. or the first
business day following a fax sent on a weekend or holiday.
4. JOINT AND SEVERAL OBLIGATIONS: The obligations of the parties
signing this Agreement for-the Rent and other chargers herein shall be joint and several.
5. LEGAL FEES: In the event one party incurs any legal expense in the
enforcement of this Agreement, including the collection of any amounts due, whether or not a
lawsuit or legal proceeding is initiated. the other party agrees to pay the reasonable costs,
expenses, including attorney fees. for such enforcement, including expenses of appeal.
HANGAR KEN-I Al.AGRFI MGNT 4
15. ASSIGNMENT OR SUBLETTING: TENANT will not assign any of its rights
under this agreement or sublet any or all of the Space or permit use of any of the Space for any
purpose other than storage and maintenance of an aircraft owned or leased by TENANT of the type
described on page 1 of the Agreement without the prior written permission of LANDLORD in
LANDLORD's sole discretion.
1. SUCCESSORS & ASSIGNS: The provisions of this Agreement shall inure to the
benefit of and he binding upon any successors or assigns of the parties hereto.
2. ENTIRE AGREEMENT: This Agreement contains all of the terms, covenants and
conditions between parties concerning the Space. and shall supersede all prior correspondence,
agreements and understandings concerning the Space, both oral and written. No addition or
modification of any term or provision of this Agreement shall he effective unless set forth in writing
and signed by both TENANT and LANDLORD.
3. GOVERNING LAW: This Agreement shall be construed in accordance with the
laws of the State of Washington.exclusive of its conflict of laws provisions.
Executed as of'the Effective Date first written above
TENANT: LANDLORD:
Seaplane Scenics, [.LC �- AerodyneAvi 'ign,
By By
Title .77
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Title
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300 Airport Way So
Renton,WA 98057
206-802-8465
EXHIBIT B
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EXHIBIT C
WASHIIVGTON STA'! LEGISLA
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eiesteen
I,. ;. rte.t t l it.n:,
• Find Your Legislatoriv fie',net et-it
• Visiting the Legislature
• Agendas.Schedulpe and RCW 47.68.250
Calendars
+ Bill Information Registration of aircraft.
• Laws and Agency Rules
Legislative Committees Every aircraft shall be registered with the department for each calendar year in which the
. Legislative Agencies aircraft is operated or is based within this state.A fee of fifteen dotlars shall be charged for
• Legislative Information j each such registration and each annual renewal therec`
Center
• E-mail Notificatons j Possession o'the appropriate etfectne federal certificate,permit,rating.or license
{Listserv) relating to ownership and airworthiness of the aircraft,and payment of the excise tax
imposed by Title P?RCW for the privilege of using the aircraft within this state during the
-* Civic Education year for which the registration is sought.and payment of the registration fee required by this
History of the State I secton shall be the only requisites for registration of an aircraft under this section
Legislature
The registration fee Imposed by this section shall be payable to and collected by Hie
nut'Id-t . ii h .n secretary.The fee for any calendar year must be paid during the month of January,and shay:
• Congress-the Other be collected by the secretary at the time of the collection by him or her of the said excise tax.
Washington If the secretary is satisfied that the requirements for registration of the aircraft have been met.
tow he or she shall thereupon issue to the owner of the aircraft a certificate of registration
• therefor The secretary shaft pay 1:e the state treasurer the registraton fees collected under
3 Washington Courts this section,which registration fees shall be credited to the aeronaut cs account in the
OFM Fiscal Note Website transportation fund.
Access It shall not be necessary for(lie registrant to provide the secretary with originals or copies
Argfeb•Wa,hiogtrrn of federal cen t:sates,permits,ratings,or licenses.The secretary shall issue certificates of
registration.or such other evidences of registration or payment of fees as he or she may
deem proper,and in connecton therewith may prescribe requirements for the possession
and exhibition of such certificate;or other evidences,
201q
• 1 e, The provisions cc this section shall riot apply to:
l.A:tf
It i An aircraft owned by and used exclusiveiy in the serv'ce of any government or any
pelt cal subd>rision thereof,including the government of the United States,any state,
territory,or possession of the United States,or the District of Columbia,which is not engaged
in carrying persons or property for commercial purposes:
(2i An aircraft reg stared under the laws of a foreign country.
(3)An aircraft which is owned by a nonresident and registered in another slate
PROVIDED.That if said aircraft shall remain in and•or be based in this state for a period of
ninety days or longer if shall not be exempt under this section:
(4)An aircraft engaged principally in comnrar_ial flying consttutng an act of in!PI state or
foreign comnierw,
(5r An aircraft owned by the commercial manufacturer thereof while being operated for
test or experimental purposes,or for the purpose of training crews for purchasers of the
aircraft
(o))An aircraft being held for sale,exchange,delivery,test,or demonstration purposes
solely as stock in trade of an aircraft dealer licensed under Title lit RCW.
(if An aircraft based within the state that is in an unairwcrthy coredition.is not operated
within the registration period,and has obtained a written exemption issued by the secretary
The secretary shag be notched within thirty days of any change in ownership of a
OPERATING PERMIT AND AGREEMENT 27
City of Renton to Seaplane Scenics, LLC
registered aircraft The notification strait contain the N.NC,Nk,NL,or NX number of the
aircraft,the full name and address of the former owner,and the full name and address of the
new owner.For failure to so notify tftre seeretary,tie registration of that aircraft may be
canceled by the secretary,subject to Telnstateraent upon appirLation and payment of a
reinstatement fee of ter dollars by the new o:.rner
A municipality oi port district that owns,operates.or leases an airport,as defined in FICW
with the intent to operate,shall require from an a'reraft owner proof of aircraft
registration as a condition of leasIN or selling liedown or hanger space for an alitcraft.It is
the responsibility of the lessee cir purchaser to register the aircraft The airport shall work with
the aviation division to assist in its effotts to register aircraft ttAi providing infermation about
based aircraft on ar annual basis as requested by the division_
[200.3 375 4.113.,;6c 31C§2 ras c IEU I-1,..95 c 171:1§3 1313,' '21k,§7 19e7 c 220 114711 155 t.1
20E1,1967 e-cs C§ 1955 7.151:1§I 1:1,33'49 c4 §12;19217 165 2E7:Her-, S yop less fi I 0•354-11D5
ForriElly ROW :
Notes:
Effective date--2003 c 375:See note folky.ig F1CfN n2.to
Severs-bility--1967 c 223:See note foaming RC:VI'
Aircraft dealers Chapter 2;' ROW
Definition of terms.RCM
OPERATING PERMIT AND AGREEMENT 28
City of Renton to Seaplane Scenics, LLC