HomeMy WebLinkAboutLease '`r**moo, .,ftwe BLAG 14-005
BUILDING LEASE AGREEMENT
City of Renton to Rainier Flight Service LLC
THIS BUILDING LEASE (hereinafter "Lease") is made and entered into this day o��
, 2014 by and between THE CITY OF RENTON, a Washington municipal corporation
(hereinafter "Landlord"), and Rainier Flight Service, LLC, a Washington limited liability
corporation (hereinafter "Tenant").
In consideration of the covenants and agreements set forth in this Lease, Landlord and Tenant
agree as follows:
1. GRANT OF LEASE:
1.a. Documents of Lease: The following document constitutes this Lease;
Exhibit A- Lease Map and Legal Description
Exhibit B -Aircraft Laws and Regulations, RCW 47.68.250: Public Highways and
Transportation
1.b. Legal Description and Reservation of Easement: Landlord hereby leases to
Tenant, and Tenant leases from Landlord for the term described in Section 3 below, the
portion of the building located at 800 West Perimeter Road which is 20,020 square feet, and
the surrounding land as further shown on Exhibit "A" (lease map), which is attached hereto and
incorporated herein by this reference, (hereinafter, "Premises").
1.c. Common Areas: Tenant, 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(e) below, 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.
1.c.(1). Notwithstanding anything in this Lease to the contrary, Landlord acknowledges
that direct access to the taxiways and runway from the Premises is essential to the conduct of
Tenant's business on the Premises and, except during construction activities occurring on the
taxiways, runway or weather related events, Landlord shall ensure that Tenant and its
representatives, subtenants, assignees, agents, invitees, and licensees have direct access to the
taxiways and runway at all times during the Term.
2. CONDITIONS:
2.a. Specific Conditions: This Lease, and Tenants' rights and permitted uses
under this Lease, are subject to the following:
LEASE AGREEMENT 1
City of Renton to Rainier Flight Service, LLC
ORIGINAL
*".r✓ BLAG 14-
2.0.(1). The Airport Regulations and Minimum Standards pursuant to Section
8(e) of this lease agreement, including Landlord's standards concerning operation of
public aviation service activities from the Airport; and
2.a.(2). All such non-discriminatory charges and fees for such use of the Airport
as may be established from time to time by Landlord.
2.b. No Conveyance of Airport: This Lease 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. The Landlord 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 leased hereby.
2.c. Nature of Landlord's Interest: It is expressly understood and agreed that Landlord
holds and operates the Airport and the Premises under and subject to a grant and conveyance
thereof to Landlord 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, and recorded in
Volume 2668 of Deeds, Page 386; and further that Landlord 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 the Tenant also accepts and will hold and use this
Lease and the Premises subject thereto and to all contingencies, risks, and eventualities of or
arising out of the foregoing, and if this Lease, its Term, or any conditions or provisions of this
Lease 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 Lease affected thereby, all without any liability on the part of,
or recourse against, Landlord in favor of Tenant, provided that Landlord does not exceed its
authority under the foregoing legislation, rules and regulations and provided further that, in
the event that this Lease is modified or superseded by such legislation, rules, regulations,
contingencies or risks, all compensation payable to the Landlord for a third party's use of the
improvements during the Term shall be paid to the Tenant, its successors or its assigns.
2.d. Future Development/Funding: Nothing contained in this Lease shall operate or be
construed to prevent or hinder the future development, improvements, or operation of Airport
by Landlord, 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 Airport, but
LEASE AGREEMENT 2
City of Renton to Rainier Flight Service,LLC
Nww *"woe BLAG 14-
Landlord's exercise of such rights shall not unreasonably interfere with Tenant's rights under
this Lease.
3. TERM:
3.a. Term: The term of this Lease as to the entire Premises shall be for a ten (10)
year period commencing on the mutual execution of this Lease (hereinafter "Commencement
Date"), and terminating on September 30, 2024 (hereinafter "Expiration Date").
4. RENT/FEES/CHARGES:
4.a. Minimum Monthly Rent: Tenant shall pay to Landlord a Minimum Monthly Rent
in the sum of seven thousand, nine hundred seventy three and 33/100 Dollars ($7,973.33),
PLUS Leasehold Excise Tax as described in Section 5, below, without deduction, offset, prior
notice or demand, payable promptly in advance on the first day of each and every month. All
such payments shall be made to the City of Renton, Airport Administration Office, 616 West
Perimeter Road, Unit A, Renton, Washington 98057. The Minimum Monthly Rent, beginning
on the Commencement Date, is computed as follows:
Monthly Rental — Land Component
(88,601 square feet)($0.75 per square foot per year) _ $66,451/yr, ($66,451/12 months =
$5,537.56 per month) PLUS, leasehold excise tax.
Monthly Rental —Building Component
Building dimensions are: 143' x 140' = 20,020 square feet
(20,020square feet)($1.46 per square foot per year) _ $29,229.20/yr, ($29,229.20/12 months =
$2,435.77 per month) PLUS, leasehold excise tax.
Monthly Rental— Land Component $5537.56
Monthly Rental—Building Component $2,435.77
$7,973.33 per month PLUS, Leasehold Excise tax
4.b. Periodic Rental Adjustment: The Monthly Rent shall be subject to automatic
adjustment on the third (3rd) anniversary of the Commencement Date and every three years
thereafter on the anniversary of the Commencement Date (any of which shall hereinafter be
referred to as "Adjustment Date") as follows:
As used in this Section 4.b, "Index" means the Consumer Price Index for All Urban
Consumers for Seattle-Tacoma-Bremerton All Items (1982-84=100) (CPI-U) published by
the United States Department of Labor, Bureau of Labor Statistics; "Beginning Index"
means the Index which is published nearest, but preceding, the Commencement Date;
and "Adjustment Index" means the Index which is published nearest, but preceding,
each Adjustment Date.
LEASE AGREEMENT 3
City of Renton to Rainier Flight Service,LLC
;,*Ago, r.n BLAG 14-
For the first Periodic Rent Adjustment, if the Adjustment Index has increased over the
Beginning Index, the Monthly Rent payable for the following three (3) year period (until
the next Adjustment Date) shall be set by multiplying the Monthly Rent provided for in
Section 4.a. of this Lease by a fraction, the numerator of which is the Adjustment Index
and the denominator of which is the Beginning Index. The product shall be the
"Adjusted Monthly Rent." In no event shall the Adjusted Monthly Rent determined
pursuant to this paragraph be less than the Monthly Rent set forth in Section 4.a. of this
Lease.
For the second and any subsequent Periodic Rent Adjustment, if the Adjustment Index
is greater than the Adjustment Index three years prior, then the Adjusted Monthly Rent
payable for the following three (3) year period (until the next Adjustment Date) shall be
set by multiplying the then current Adjusted Monthly Rent by a fraction, the numerator
of which is the Adjustment Index and the denominator of which is the Adjustment
Index from three years prior. The product shall be the "Adjusted Monthly Rent." In no
event shall the Adjusted Monthly Rent determined pursuant to this paragraph be less
than any prior Adjusted Monthly Rent.
4.c. Notice of Request for Readjustment of Rental: Landlord and Tenant do hereby
further agree that at least thirty (30) days prior to any Adjustment Date, either party shall, if
they desire to adjust the Minimum Monthly Rent for the ensuing three (3) year period by a
means other than the Index, provide to the other party a written request for readjustment of
the rental rate pursuant to RCW 14.08.120(5).
4.d. Dispute Resolution Re: Readiustment of Rental: If the parties are unable to
agree upon such adjusted rental by negotiation for a period of thirty calendar (30) days, then
the parties shall submit the matter of the adjusted rental for the ensuing period to arbitration.
Landlord and Tenant do hereby agree that the arbitration process shall be limited to not more
than one hundred fifty (150) calendar days, using the following procedures:
4.d.(1). Landlord shall select and appoint one arbitrator and Tenant shall select and
appoint one arbitrator, both appointments to be made within a period of sixty (60) days from
the end of the negotiation period cited in Section 4.d. Landlord and Tenant shall each notify
the other of the identity of their arbitrator and the date of the postmark or personal delivery of
the letter shall be considered the date of appointment.
4.d.(2). 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.
4.d.(3). 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)
LEASE AGREEMENT 4
City of Renton to Rainier Flight Service, LLC
11%W1 Noe BLAG 14-
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.
4.d.(4). 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.
4.d.(5). The arbitrators shall be experienced real estate appraisers and be
knowledgeable in the field of comparable airport rentals and use charges in King County and
shall give due consideration to any change in economic conditions from the preceding rental
period. After a review of all pertinent facts, the arbitrators may adjust such rental rate or
continue the previous rental rate for the ensuing three (3) year term. In no event shall the
Minimum Monthly Rent determined pursuant to this section 4.d be less than the then current
Minimum Monthly Rent.
4.d.(6). Each party shall pay for and be responsible for the fees and costs charged by
the arbitrator selected by him. The fee of the third arbitrator shall be shared equally by the
parties.
4.d.(7). The readjusted rental in each case, whether determined by arbitration or by
agreement of the parties themselves, shall be effective as of the rental Adjustment Date.
4.e. Late Payment Charge: If any Rent is not received by Landlord from Tenant by the
tenth (10th) business day after such Rent is due, Tenant shall immediately pay to Landlord a
late charge equal to five percent (5%) of the amount of such Rent. Should Tenant pay said late
charge but fail to pay contemporaneously therewith all unpaid amounts of Rent, Landlord's
acceptance of this late charge shall not constitute a waiver of Tenant's default with respect to
Tenant's nonpayment nor prevent Landlord from exercising all other rights and remedies
available to Landlord under this Lease or under law. If any check received by Landlord from
Tenant is returned unpaid for any reason, Landlord reserves the right to charge, and Tenant
agrees to pay, an additional charge up to the maximum amount allowed by law. Landlord's
acceptance of this additional charge shall not constitute a waiver of Tenant's default with
respect to Tenant's returned check nor prevent Landlord from exercising all other rights and
remedies available to Landlord under this Lease or under law. Unpaid amounts of rent, late
charges, or additional charges shall bear interest at the rate of twelve (12%) percent per
annum until paid.
4.f. Other Fees and Charges: Tenant shall pay, in addition to the Minimum Monthly
Rent and other charges identified in this Lease, all non-discriminatory fees and charges now in
effect or hereafter levied or established by Landlord or charged against the Premises and
LEASE AGREEMENT 5
City of Renton to Rainier Flight Service,LLC
,%Will ."Whol BLAG 14-
against other similarly situated Tenants at the Airport by Landlord, or levied or established by,
or against the Premises 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 Tenant of, on, and from the Premises, including without limitation, Aircraft
Rescue and Fire Fighting or services rendered to the Tenant or the Premises.
5. LEASEHOLD EXCISE TAX: Tenant shall pay to Landlord the leasehold excise tax as
established by RCW Chapter 82.29A, as amended, or any replacement thereof, which tax shall
be in addition to the Minimum Monthly Rent and other charges payable under this Lease and
shall be paid at the same time the Minimum Monthly Rent is due. If the State of Washington
or any other governmental authority having jurisdiction thereover shall hereafter levy or
impose any similar tax or charge on this Lease or the leasehold estate described herein, then
Tenant shall pay such tax or charge when due. Such tax or charge shall be in addition to the
Minimum Monthly Rent and other taxes or charges payable under this Lease.
6. PAYMENT OF UTILITIES AND RELATED SERVICES. Tenant shall pay for all utilities
and services used in the Premises, including without limitation electricity, gas, water, sewer,
garbage removal, janitorial service, and any other utilities and services used in the Premises.
Landlord shall not be liable for any loss or damage caused by or resulting from any variation,
interruption, or failure of any utility services due to any cause whatsoever, except, and only to
the extent caused by, Landlord's negligence. Landlord shall not be liable for temporary
interruption or failure of such services incidental to the making of repairs, alterations or
improvements, or due to accident, strike, act of God, or conditions or events not under
Landlord's control. Temporary interruption or failure of utility services shall not be deemed a
breach of the Lease or as an eviction of Tenant, or relieve Tenant from any of its obligations
hereunder.
7. TENANT'S ACCEPTANCE OF PREMISES:
7.a. Acceptance of Premises: By occupying the Premises, Tenant formally accepts
the Premises in "AS IS" condition, and acknowledges that the Landlord has complied with all
the requirements imposed upon it under the terms of this Lease with respect to the condition
of the Premises at the Commencement Date. Tenant hereby accepts the Premises subject to
all applicable zoning, federal, state, county and municipal laws, ordinances and regulations
governing and regulating the use of the Premises, and accepts this Lease subject thereto and to
all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that,
except as otherwise provided in this Lease, neither Landlord nor Landlord's agents have made
any representation or warranty as to the suitability of the Premises for the conduct of Tenant's
business or use. Except as otherwise provided herein, Landlord warrants Tenant's right to
peaceably and quietly enjoy the Premises without any disturbance from Landlord, or others
claiming by or through Landlord.
LEASE AGREEMENT 6
City of Renton to Rainier Flight Service,LLC
11`00 _"WI BLAG 14-
8. USE OF PREMISES:
8.a. Use of Premises: The Premises are leased to the Tenant for the following
described purposes and uses necessary to said purposes:
8.a.(1). Aircraft Maintenance including inspection, major and minor repair, and major
and minor alteration of airframes, engines, avionics, interiors and aircraft components;
8.a.(2). Storage and tie-down of aircraft, both indoors and outdoors;
8.a.(3). Commercial flight operations including flight training, aircraft rental,
sightseeing, aerial photography and any operations conducted under 14 CFR Part 91 and 14
CFR Part 135;
8.a.(4). Sale of aviation fuels and lubricants;
8.a.(5). Sale of aircraft parts, components and pilot supplies;
8.a.(6). Aircraft servicing with fluids and compressed gases;
8.a.(7). Aircraft grooming; and
8.a.(8). Aircraft sales, leasing, and management.
8.b. Continuous Use: Tenant covenants that the Premises shall be continuously used
for 8.a.(1) and 8.a.(4), and some or all of the remaining purposes set forth above during the
Term, shall not be allowed to stand vacant or idle, subject to reasonable, temporary
interruptions for maintenance, construction, or other purposes, and shall not be used for any
other purpose without Landlord's prior written consent. Consent of Landlord to other types of
aviation activities will not be unreasonably withheld.
8.c. Non-Aviation Uses Prohibited: Tenant agrees that the Premises may not
be used for uses or activities that are not related, directly or indirectly, to aviation.
8.d. Advertising: No advertising matter or signs shall be displayed on the Premises,
at any time, without the prior written approval of Landlord, which approval will not be
unreasonably withheld.
8.e. Conformity with Laws, Rules and Regulations: Tenant shall comply with applicable
federal, state, county and municipal laws, ordinances and regulations concerning Tenant's use
of the Premises. Tenant shall keep and operate the Premises and all structures, improvements,
and activities in or about the Premises in conformity with the Airport Regulations and
Minimum Standards and other reasonable rules and regulations now or hereafter adopted by
LEASE AGREEMENT 7
City of Renton to Rainier Flight Service, LLC
', 14"W" BLAG 14-
Landlord, provided that all such Airport Regulations and Minimum Standards and other rules
adopted hereafter are non-discriminatory, all at Tenant's cost and expense.
8.f. Waste; Nuisance; Illegal Activities: Tenant 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.g. Increased Insurance Risk: Tenant 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.h. Hazardous Waste:
8.h.(1). Tenant's Representation and Warranty: Tenant 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 tenant improvements or alterations placed on the Premises by Tenant.
Tenant represents and warrants to Landlord that Tenant'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 substances, hazardous material, wast, 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 Tenant'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. Tenant shall promptly comply with all laws and with all orders, decrees
or judgments of governmental authorities or courts having jurisdiction, relating to the use,
collection, treatment, disposal, storage, control, removal or cleanup by Tenant of Hazardous
Substances, in, on or under the Premises, or incorporated in any improvements or alterations
made by Tenant to the Premises, at Tenant's sole cost and expense.
8.h.(2). Standard of Care: Tenant 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 Tenant, or its authorized representatives or assigns, or are
improperly used, released or disposed on the Premises by the act of any third party.
8.h.(3). Compliance Notification: In the event of non-compliance by Tenant, after
notice to Tenant and a reasonable opportunity for Tenant to effect such compliance, Landlord
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 Landlord shall not be obligated to give Tenant
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. Tenant shall
reimburse Landlord for the full amount of all costs and expenses incurred by Landlord in
connection with such compliance activities and such obligation shall continue even after
LEASE AGREEMENT 8
City of Renton to Rainier Flight Service,LLC
*ftw BLAG 14-
expiration or termination of the Term. Tenant shall notify Landlord immediately of any release
of any Hazardous Substances in, on or under the Premises.
8.h.(4). Indemnity:
8.h.(4)(a). Landlord shall have no responsibility to the Tenant, or any other third party,
for remedial action under R.C.W. Chapter 70.105D, or any 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 Tenant. Tenant shall defend,
indemnify and hold harmless Landlord, its officials, employees, agents and contractors
(hereinafter "City Indemnitees") from any claims, obligation, or expense (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 the Landlord or City Indemnitees for
attorneys, consultants, engineers, damages, environmental resource damages, and remedial
action under R.C.W. 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 Tenant.
8.h.(4)(b). Tenant shall have no responsibility to the Landlord, or any other third party,
for remedial action under R.C.W. Chapter 70.105D, or other federal, state, county or municipal
laws, nor shall Tenant 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
Tenant. Landlord shall defend, indemnify and hold harmless Tenant, and their, owners,
directors, officers, agents, employees, and contractors (collectively, "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 Tenant or
any Indemnitee for attorneys, consultants, engineers, damages, environmental resource
damages, and remedial action under R.C.W. 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 Tenant or the Indemnitees.
8.h.(4)(c). The provisions of this Subsection 8.h.(4) shall survive the expiration or
sooner termination of the Term. No subsequent modification or termination of this Lease 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.
8.h.(5). Dispute Resolution: In the event of any dispute between the parties
concerning whether any Hazardous Substances were brought onto the Premises by Tenant, or
LEASE AGREEMENT 9
City of Renton to Rainier Flight Service,LLC
r..►, BLAG 14-
whether any release of or disposition of any Hazardous Substance was caused by Tenant, the
parties agree to submit the dispute for resolution by arbitration upon demand by either party.
Landlord and Tenant do hereby agree that the arbitration process shall be limited to not more
than one hundred fifty (150) calendar days, using the following procedures:
8.h.(5).a. Landlord shall select and appoint one arbitrator and Tenant shall select and
appoint one arbitrator, both appointments to be made within a period of sixty (60) days from
the end of the negotiation period cited in Section 8.h.(5). Landlord and Tenant shall each
notify the other of the identity of their arbitrator and the date of the postmark or personal
delivery of the letter shall be considered the date of appointment.
8.h.(5).b. 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.
8.h.(5).c. 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.
8.h.(5).d. 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.
8.h.(5).e. 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.
8.i. Aircraft Registration Compliance: The Tenant is hereby notified of the Washington
State law concerning aircraft registration and the requirement that the Tenant comply
therewith. See Exhibit B ("Aircraft Laws and Regulations, RCW 47.68.250 Public Highways and
Transportation").
8.i.(1). Tenant shall annually, during the month of January, submit a report of aircraft
status to the Airport Manager. One copy of this report shall be used.for each aircraft owned by
the Tenant, and sufficient forms will be submitted to identify all aircraft owned by the Tenant
LEASE AGREEMENT 10
City of Renton to Rainier Flight Service,LLC
BLAG 14-
and the current registration status of each aircraft. If an aircraft is unregistered, an
unregistered aircraft report shall also be completed and submitted to the Airport Manager.
8.i.(2). Tenant shall require from an aircraft owner proof of aircraft registration or
proof of intent to register an aircraft as a condition of sub-leasing tie-down or hangar space for
an aircraft. Tenant shall further require that annually, thereafter, each aircraft owner using the
Tenant's Premises submit a report of aircraft status, or, if an aircraft is unregistered, an
unregistered aircraft report. Tenant shall annually, during the month of January, collect the
aircraft owners' reports and submit them to the Airport Manager.
9. MAINTENANCE:
9.a. Maintenance of Premises: The Premises and all of the improvements or structures
thereon and authorized by the Landlord for use by the Tenant, shall be used and maintained by
Tenant in an operable, neat, orderly, and sanitary manner. Tenant is responsible for the clean-
up and proper disposal at reasonable and regular intervals of rubbish, trash, waste and leaves
upon the Premises, including that blown against fences bordering the Premises, whether as a
result of the Tenant's activities or having been deposited upon the Premises from other areas.
Tenant shall maintain in good condition and repair the Premises, subject to ordinary wear and
tear, including, the interior walls, floors, and any interior portions of all doors, windows, and
glass, parking areas, landscaping, fixtures, heating, ventilating and air conditioning, including
exterior mechanical equipment.. Tenant shall make all repairs, replacements and renewals,
whether ordinary or extraordinary, anticipated or unforeseen, that are necessary to maintain
the Premises in the condition required by this Section. Landlord will be responsible for
plumbing and sewage facilities within the building or under the floor slab including free flow up
to the main sewer line, utility facilities, exterior utility facilities, and exterior electrical
equipment serving the Premises. Additionally, Landlord will commit to painting the exterior
portion of the building in fiscal year 2015, and replacement of the asphalt pavement that has
settled between the 790 and 800 buildings, and settled pavement in the parking lot shared by
the 790 and 800 buildings, and to repairing the roof leaks and installation of a new building
heating system.
9.b. Removal of Snow/Floodwater/Mud: Tenant shall be responsible for removal from
the Premises, all snow and/or floodwaters or mud deposited, with the disposition thereof to be
accomplished in such a manner so as to not interfere with or increase the maintenance
activities of Landlord upon the public areas of the Airport.
9.c. Maintenance, Repair and Marking of Pavement: Tenant shall be responsible for,
and shall perform, the maintenance, repair and marking (painting) of pavement surrounding
the buildings within and on the Premises. Such maintenance and repair shall include, as a
minimum, crack filling, weed control, slurry seal and the replacement of unserviceable
concrete or asphalt pavements, as necessary. To the degree the concrete and asphalt
LEASE AGREEMENT 11
City of Renton to Rainier Flight Service,LLC
NOW- S"001 BLAG 14-
pavements are brought to FAA standards at any time during the Term of this Lease, Tenant
shall maintain the concrete and asphalt pavements in such condition.
9.d. Right of Inspection: Tenant will allow Landlord or Landlord's agent, free access at
all reasonable times to the Premises 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
Landlord. Landlord shall provide ten (10) days' advance notice of any such inspection and use
reasonable efforts not to interfere with Tenant's use of the Premises during any such
inspection.
9.e. Landlord May Perform Maintenance: If Tenant fails to perform Tenant's
obligations under this section, Landlord may at its option (but shall not be required to) enter
the Premises, after thirty (30) days' prior written notice to Tenant, except in the event of an
emergency when no notice shall be required, 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 and payable as additional rental to Landlord together with
Tenant's next installment of Rent.
10. ALTERATIONS:
10.a. Protection from Liens: Before commencing any work relating to alterations,
additions and improvements affecting the Premises ("Work"), Tenant shall notify Landlord in
writing of the expected date of commencement of the Work. Tenant shall pay, or cause to be
paid, all costs of labor, services and/or materials supplied in connection with any Work. Tenant
shall keep the Premises free and clear of all mechanics' materialmen's liens or any other liens
resulting from any Work. Tenant shall have the right to contest the correctness or validity of
any such lien if, immediately on demand by Landlord, it procures and records a lien release
bond issued by a responsible corporate surety in an amount sufficient to satisfy statutory
requirements therefor in the State of Washington. Tenant 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 it suit or before such
judgment becomes a lien on the Premises, whichever is earlier. If Tenant shall be in default
under this Section, by failing to provide security for or satisfaction of any mechanic's or other
liens, then Landlord 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
Landlord shall deem necessary or advisable, and, in any such event, Tenant shall pay as
Additional Rent, on Landlord's demand, all reasonable costs (including reasonable attorney
fees) incurred by Landlord in settling and discharging such lien together with interest thereon
at the rate of twelve (12%) percent per year from the date of Landlord's payment of said costs.
Landlord's payment of such costs shall not waive any default of Tenant under this Section.
LEASE AGREEMENT 12
City of Renton to Rainier Flight Service, LLC
v ftwl *ftwol BLAG 14-
10-b. Bond: At any time Tenant either desires to or is required to make any repairs,
alterations, additions, improvements or utility installation thereon, or otherwise, Landlord may
at its sole option require Tenant, at Tenant's sole cost and expense, to obtain and provide to
Landlord 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 Landlord against liability for mechanics and
materialmen's liens and to insure completion of the work.
10.c. Landlord May Make Improvements: Tenant agrees that Landlord may, at its
option and at its expense, make repairs, alterations or improvements which Landlord may
deem necessary or advisable for the preservation, safety or improvement of utilities or Airport
infrastructure on the Premises, if any. Landlord shall provide ten (10) days' advance notice of
any such work and use reasonable efforts to not interfere with Tenant's use of the Premises
during any such work.
11. IMPROVEMENTS: As further consideration for this Lease, it is agreed that upon the
expiration or sooner termination of the Term, all structures and any and all improvements of
any character whatsoever installed on the Premises (except for any fuel tanks and related
structures owned by Tenant) shall be and become the property of the Landlord, and title
thereto shall automatically pass to Landlord at such time, and none of such improvements now
or hereafter placed on the Premises shall be removed therefrom at any time without
Landlord's prior written consent. During the Term, Tenant shall hold title to all improvements
placed by Tenant on the Premises. Tenant covenants and agrees that Tenant 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 Landlord upon the expiration or sooner
termination of the Term. Alternatively, Landlord may, at its option, require Tenant, upon the
expiration or sooner termination of the Term, if any, to remove any and all improvements and
structures installed by Tenant from the Premises and repair any damage caused thereby, at
Tenant's expense.
12. EXEMPTION OF LANDLORD FROM LIABILITY. Landlord or Landlord's agents shall not
be liable for injury to persons or to Tenant's business or loss of income therefrom or for
damage which may be sustained by the person, goods, wares, merchandise or property of
Tenant, 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,
LEASE AGREEMENT 13
City of Renton to Rainier Flight Service, LLC
„*,, *4we BLAG 14-
that the foregoing exemption shall not apply to losses to the extent caused by Landlord's or its
agents', contractors', or employees' negligence or willful misconduct.
13. INDEMNITY AND HOLD HARMLESS: Tenant shall defend, indemnify and hold
harmless Landlord 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 Term, or (b) arising from any act or negligence or willful
misconduct of the Tenant or any of its agents, contractors, patrons, customers, 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 Term in, on, 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 the Landlord by reason of any such claim, except to the extent
caused by the sole negligence of Landlord, its agents, contractors, employees, or its authorized
representatives. Notwithstanding the foregoing, Tenant's indemnity shall not apply to claims
arising from aviation activities of its patrons, customers, subtenants, or invitees. Tenant, on
notice from Landlord, shall resist or defend such action or proceeding forthwith with counsel
reasonably satisfactory to, and approved by, Landlord. Landlord shall indemnify, defend, and
hold Tenant harmless from and against any and all claims, losses, damages, costs, attorney's
fees, expenses, and liabilities arising from the negligence or willful misconduct of Landlord or
any of its agents, contractors, employees, or authorized representatives. On notice from
Tenant, Landlord, at Landlord's expense, shall defend any such action or proceeding forthwith.
The indemnity in this Section shall not apply to Hazardous Substances, which is addressed
elsewhere in this Lease.
14. ASSIGNMENT&SUBLETTING:
14.a. Assignment/Subletting: Tenant shall not voluntarily assign or encumber its
interest in this Lease or in the Premises, or sublease any part or all of the Premises, without
Landlord's prior written consent, which consent shall not be unreasonably withheld,
conditioned, or delayed. Any assignment, encumbrance or sublease, whether by operation of
law or otherwise, without Landlord's consent shall be void and shall constitute a default by
Tenant under this Lease. 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 Landlord's prior written consent. Before an assignment or sub-lease will be
approved, the proposed assignee or sub-tenant 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 Tenant'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 Tenant and concomitant transfer of ownership of said
entity, (a) in the case of an assignment, the proposed assignee shall deliver to Landlord a
LEASE AGREEMENT 14
City of Renton to Rainier Flight Service,LLC
BLAG 14-
written instrument duly executed by the proposed assignee stating that it has examined this
Lease and agrees to assume, be bound by and perform all of Tenant's obligations under this
Lease accruing after the date of such assignment, to the same extent as if it were the original
Tenant, 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 Lease after the
transfer. Except in the case of an assignment of the full leasehold interest, any assignment
permitted herein will not relieve Tenant of its duty to perform all the obligations set out in this
Lease 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 Tenant and concomitant
transfer of ownership of said entity cause an extension of the Term of this Lease.
14.b. Conditions to Assignment or Sublease: Tenant agrees that any instrument by
which Tenant assigns or sublets all or any portion of the Premises shall (i) incorporate this
Lease by reference, (ii) expressly provide that the assignee or subtenant may not further assign
or sublet the assigned or sublet space without Landlord's prior written consent (which consent
shall not, subject to Landlord's rights under this Section, be unreasonably withheld,
conditioned, or delayed), (iii) acknowledge that the assignee or subtenant will not violate the
provisions of this Lease, and (iv) in the case of any assignment, acknowledge that Landlord may
enforce the provisions of this Lease directly against such assignee. If this Lease is assigned,
whether or not in violation of the terms and provisions of this Lease, Landlord may collect Rent
from the assignee. Acceptance of rent by the Landlord shall not be a waiver of any of
Landlord's remedies against Tenant for violation of provisions of this Lease. A subtenant may
cure Tenant's default. In either event, Landlord shall apply the amount collected from the
assignee or subtenant to Tenant's obligation to pay Rent under this Lease.
14.c. No Release of Tenant's Liability: Neither an assignment or subletting nor the
collection of Rent by Landlord from any person other than Tenant, nor the application of any
such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this
Section or release Tenant from its obligation to comply with the terms and provisions of this
Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this
Lease, including the obligation to pay Rent under this Lease, unless Landlord otherwise agrees
in writing. Notwithstanding the foregoing, in the event that Landlord'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 Lease accruing after such assignment, Tenant shall be relieved
of all liability arising from this Lease and arising out of any act, occurrence or omission
occurring after Landlord's consent is obtained. To the extent that any claim for which
indemnification of the Landlord (including with respect to Hazardous Substances) arises after
Tenant's complete assignment for conduct predating said assignment, the Tenant shall not be
relieved of obligations or liability arising from this Lease.
14.d. Documentation: No permitted subletting by Tenant shall be effective until there
has been delivered to Landlord 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
LEASE AGREEMENT 15
City of Renton to Rainier Flight Service,LLC
14MW '"011 BLAG 14-
terms and provisions of this Lease; 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 Landlord a counterpart of the
assignment in which the assignee assumes all of Tenant's obligations under this Lease arising
on or after the date of the assignment.
14.e. No Merger: Without limiting any of the provisions of this Section, if Tenant has
entered into any subleases of any portion of the Premises, the voluntary or other surrender of
this Lease by Tenant, or a mutual cancellation by Landlord and Tenant, shall not work a merger
and shall terminate all or any existing subleases or subtenancies.
15. DEFAULT AND REMEDIES:
15.a. Default: The occurrence of any of the following shall constitute a default by
Tenant under this Lease:
15.a.(1). Failure to Pay Rent: Failure to pay Rent when due, if the failure continues for
a period of three (3) business days after notice of such default has been given by Landlord to
Tenant.
15.a.(2). 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 Landlord to Tenant. If
the failure to comply cannot reasonably be cured within twenty-four (24) hours, then Tenant
shall not be in default under this Lease if Tenant 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.
15.a.(3). Failure to Perform or Cure: Failure to perform any other provision of this
Lease, if the failure to perform is not cured within thirty (30) days after notice of such default
has been given by Landlord to Tenant. If the default cannot reasonably be cured within thirty
(30) days, then Tenant shall not be in default under this Lease if Tenant commences to cure the
default within thirty (30) days of the Landlord's notice and diligently and in good faith
continues to cure the default.
15.a.(4). Appointment of Trustee or Receiver: The appointment of a trustee or receiver
to take possession of substantially all of the Tenant's assets located at the Premises or of
Tenant's interest in this Lease, where possession is not restored to Tenant within sixty (60)
days; or the attachment, execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not
discharged within sixty (60) days.
LEASE AGREEMENT 16
City of Renton to Rainier Flight Service,LLC
**&W NWOO, BLAG 14-
15-a.(5). Failure to Comply With Laws: It shall be a default of this Lease if the Tenant
fails to comply with any of the statutes, ordinances, rules, orders, regulations, and
requirements of the federal, state, and/or city governments, or any terms of this Lease.
15.b. Additional Security: If Tenant is in default under this Lease, and such default
remains uncured for more than three (3) business days after Landlord gives Tenant notice of
such default, then Landlord, at Landlord's option, may in addition to other remedies, require
Tenant to provide adequate assurance of future performance of all of Tenant's obligations
under this Lease in the form of a deposit in escrow, a guarantee by a third party acceptable to
Landlord, a surety bond, a letter of credit or other security acceptable to, and approved by,
Landlord. If Tenant fails to provide such adequate assurance within twenty (20) days of receipt
of a request by Landlord for such adequate assurance, such failure shall constitute a material
breach of this Lease and Landlord may, at its option, terminate this Lease.
15.c. Remedies: If Tenant commits a default, then following the expiration of the
notice and cure periods set forth in Section 15.a. above, Landlord shall have the following
alternative remedies, which are in addition to any remedies now or later allowed by law, and
Landlord shall use reasonable efforts to mitigate its damages:
15.c.(1). Maintain Lease in Force: To maintain this Lease in full force and effect and
recover the Rent and other monetary charges as they become due, without terminating
Tenant's right to possession, irrespective of whether Tenant shall have abandoned the
Premises. If Landlord elects to not terminate the Lease, Landlord shall have the right to
attempt to re-let the Premises at such rent and upon such conditions and for such a term, and
to perform all acts necessary to maintain or preserve the Premises as Landlord deems
reasonable and necessary, without being deemed to have elected to terminate the Lease,
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
Tenant. In the event any such re-letting occurs, this Lease shall terminate automatically upon
the new Tenant taking possession of the Premises. Notwithstanding that Landlord fails to elect
to terminate the Lease initially, Landlord at any time during the Term may elect to terminate
this Lease by virtue of such previous default of Tenant so long as Tenant remains in default
under this Lease.
15.c.(2). Terminate Lease: To terminate Tenant's right to possession by any lawful
means, in which case this Lease shall terminate and Tenant shall immediately surrender
possession of the Premises to Landlord. In such event Landlord shall be entitled to recover
from Tenant all damages incurred by Landlord by reason of Tenant's default including without
limitation thereto, the following: (i) any and all unpaid Rent which had been earned at the
time of such termination, plus (ii) any and all Rent which would have been earned after
termination until the time of occupancy of the Premises by a new tenant following the re-
letting of the Premises, plus (iii) any other amount necessary to compensate Landlord for all
the detriment proximately caused by Tenant's failure to perform its obligations under this
LEASE AGREEMENT 17
City of Renton to Rainier Flight Service,LLC
**AW -"00 BLAG 14-
Lease or which in the ordinary course of business would be likely to result therefrom, including
without limitation, in (A) retaking possession of the Premises, including reasonable attorney
fees therefor, (B) maintaining or preserving the Premises after such default, (C) preparing the
Premises for re-letting to a new tenant, including repairs or necessary alterations to the
Premises for such re-letting, (D) leasing commissions incident to re-letting to a new tenant, and
(E) any other costs necessary or appropriate to re-let the Premises; plus (iv) at Landlord's
election, 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 include
interest at 12% per annum.
16. BINDING AGREEMENT: Subject to the restriction upon assignment or subletting as
set forth herein, all of the terms, conditions, and provisions of this Lease shall be binding upon
the parties, their successors and assigns, and in the case of a Tenant who is a natural person,
his or her personal representative and heirs.
17. CONDEMNATION: If the whole or any substantial part of the Premises shall be
condemned or taken by Landlord 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, and the rent shall be paid up to that date. From that day the
Tenant shall have the right to either cancel this lease and declare the same null and void, or to
continue in the possession of the remainder of the same under the terms herein provided,
except that the rent shall be reduced in proportion to the amount of the Premises taken for
such public purposes. All damages awarded for such taking for any public purpose shall belong
to and be the property of the Landlord, 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 Tenant's improvements located on the Premises
shall belong to and be awarded to Tenant.
18. SURRENDER OF PREMISES: Tenant 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 Tenant, shall be and remain the property of the Landlord 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. Tenant may remove from the Premises movable
office furniture or trade fixtures put in at the expense of Tenant. Tenant shall, at its sole
expense, properly and promptly repair to Landlord's reasonable satisfaction any damage to the
Premises occasioned by Tenant's use thereof, or by the removal of Tenant's movable office
furniture or trade fixtures and equipment, which repair shall include the patching and filling of
holes and repair of structural damage.
LEASE AGREEMENT 18
City of Renton to Rainier Flight Service,LLC
11*9W "Oe BLAG 14-
19. INSURANCE:
19.a. Personal Property: Tenant, at its expense, shall maintain in force during the Term
a policy of special form — causes of loss or all risk property insurance on all of Tenant's
alterations, improvements, trade fixtures, furniture and other personal property in, on or
about the Premises, in an amount equal to at least their full replacement cost. Any proceeds
of any such policy available to Tenant shall be used by Tenant for the restoration of Tenant's
alterations, improvements and trade fixtures and the replacement of Tenant's furniture and
other personal property. Any portion of such proceeds not used for such restoration shall
belong to Tenant.
19.b. Liability Insurance. Tenant, at its expense, shall maintain in force during the Term
the following types of insurance (or equivalents): a policy of commercial general liability
insurance (including premises liability), with the following limits: $1,000,000 per occurrence,
$2,000,000 annual aggregate. Landlord shall be named as an additional insured on Tenant's
liability insurance solely with respect to the operations of the named insured (i.e., Tenant) and
that coverage being primary and non-contributory with any other policy(ies) carried by, or
available to, the Landlord. The Tenant shall provide the Landlord with written notice of any
policy cancellation, within two business days of their receipt of such notice.
19.c. Insurance Policies: Insurance required hereunder shall be written by a company
or companies acceptable to Landlord. Landlord reserves the right to establish and, from time-
to-time, to increase minimum insurance coverage amounts. Insurance required herein shall
provide coverage on an occurrence basis, not a claims-made basis. Notice of increased
minimum insurance coverage amounts shall be sent to the Tenant at least ninety (90) days
prior to the annual renewal date of the Tenant's insurance. Prior to possession the Tenant
shall deliver to Landlord documents, in a form acceptable to Landlord, evidencing the existence
and amounts of.such insurance. Tenant shall, prior to the expiration of such policies, furnish
Landlord with evidence of renewal of such insurance, in a form acceptable to Landlord. Tenant
shall not do or permit to be done anything which shall invalidate the insurance policies
referred to above. Tenant shall forthwith, upon Landlord's demand, reimburse Landlord for
any additional premiums for insurance carried by Landlord attributable to any act or omission
or operation of Tenant causing such increase in the cost of insurance. If Tenant shall fail to
procure and maintain such insurance, then Landlord may, but shall not be required to, procure
and maintain the same, and Tenant shall promptly reimburse Landlord for the premiums and
other costs paid or incurred by Landlord to procure and maintain such insurance. Failure on
the part of the Tenant to maintain the insurance as required shall constitute a material breach
of the lease, upon which the Landlord may, after giving five business days notice to the Tenant
to correct the breach, terminate the Lease or, at its discretion, procure or renew such
insurance and pay any and all premiums in connection therewith, with any sums so expended
to be repaid to the Landlord on demand.
LEASE AGREEMENT 19
City of Renton to Rainier Flight Service,LLC
N%W 1"0" BLAG 14-
19.d. Waiver of Subrogation: Tenant and Landlord 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. Tenant 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 Lease.
20. TAXES: Tenant shall be responsible for the payment of any and all taxes and
assessments upon any property or use acquired under this Lease and upon any alterations or
improvement made by Tenant to the Premises.
21. NO WAIVER: It is further covenanted and agreed between the parties hereto
that no waiver by Landlord of a breach by Tenant of any covenant, agreement, stipulation, or
condition of this Lease 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. The acceptance by the Landlord of rent after any breach by the
Tenant of any covenant or condition by Tenant to be performed or observed shall be construed
to be payment for the use and occupation of the Premises and shall not waive any such breach
or any right of forfeiture arising therefrom.
22. NOTICES: All notices or requests required or permitted under this Lease 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 Landlord shall
be sent to Landlord at Landlord's address set forth below and all notices or requests to Tenant
shall be sent to Tenant at Tenant's address set forth below:
Landlord's Address: Airport Administration Office
Attn: Airport Manager
616 West Perimeter Road, Unit A
Renton, Washington 98057
Tenant's Address: Rainier Flight Service, LLC
800 West Perimeter Road
Renton, WA 98057
Either party may change the address to which notices shall be sent by written notice to the
other party.
LEASE AGREEMENT 20
City of Renton to Rainier Flight Service,LLC
Nftw v.r' BLAG 14-
23. DISCRIMINATION PROHIBITED:
23.a. Discrimination Prohibited: Tenant covenants and agrees not to discriminate
against any person or class of persons by reason of race, color, creed, sex or 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. Tenant 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 Tenant may make reasonable and non-discriminatory discounts, rebates, or other similar
types of price reductions to volume purchasers.
23.b. 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 Lease 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 leases covered by 49
C.F.R. Part 23, on the grounds of race, color, national origin or sex.
23.c. Application to Subleases: Subject to the provisions of Section 14 of this Lease,
Tenant agrees that it will include the above clause in all assignments of this Lease or sub-
leases, and cause its assignee(s) and sublessee(s) to similarly include the above clause in
further assignments or subleases of this Lease.
24. 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
Lease, 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 Tenant from
the prompt payment of rent, or any other payment required by the terms of this Lease, to be
made by Tenant.
25. TRANSFER OF PREMISES BY LANDLORD: In the event of any sale, conveyance,
transfer or assignment by Landlord of its interest in the Premises, Landlord shall be relieved of
all liability arising from this Lease and arising out of any act, occurrence or omission occurring
after the consummation of such sale, conveyance, transfer or assignment, provided that the
Landlord's transferee shall have assumed and agreed to carry out all of the obligations of the
Landlord under this Lease.
26. 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 Lease,
LEASE AGREEMENT 21
City of Renton to Rainier Flight Service,LLC
BLAG 14-
including any action by Landlord 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 Landlord or duty
of Tenant hereunder shall entitle Landlord to recover, in addition to any late payment charge,
any costs of collection or enforcement, including reasonable attorney's fees. For the purpose
of this Section26, attorney's fees shall include a reasonable rate for attorney's employed by the
City.
27. EMERGENCY RESPONSE: Tenant must provide to the Airport Manager
reasonable access and response in times of emergency or urgency. The Tenant 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.
28. DEFINITIONS: As used in this Lease, 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 Tenant to
Landlord under the provisions of this Lease 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
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 Lease 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
LEASE AGREEMENT 22
City of Renton to Rainier Flight Service,LLC
N, • woo BLAG 14-
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 Landlord and Tenant.
"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 this Lease,
and Additional Rent.
29. GENERAL PROVISIONS:
29.a. Entire Agreement: This Lease sets forth the entire agreement of the parties as to
the subject matter hereof and supersedes all prior discussions and understandings between
them. This Lease 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.
29.b. Governing Law: This Lease shall be governed by, and construed and enforced in
accordance with, the laws of the State of Washington.
29.c. Severability: Should any of the provisions of this Lease be found to be invalid,
illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken
and the remainder of this Lease shall nonetheless remain in full force and effect unless striking
such provision shall materially alter the intention of the parties.
29.d. Jurisdiction and Venue: In the event any action is brought to enforce any of the
provisions of this Lease, 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.
29.e. Waiver: No waiver of any right under this Lease 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 Lease.
LEASE AGREEMENT 23
City of Renton to Rainier Flight Service,LLC
`fir+` N"141 BLAG 14-
29.f. Captions: Section captions contained in this Lease are included for convenience
only and form no part of the agreement between the parties.
29.g. Assignee as Tenant: The term "Tenant" shall be deemed to include the assignee
where there is a full assignment of the Lease.
29.h. Effectiveness: This Lease shall not be binding or effective until properly
executed and delivered by Landlord and Tenant.
29.i. Gender and Number: As used in this Lease, 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.
29.j. Time of the Essence: Time is of the essence in the performance of all covenants
and conditions in this Lease for which time is a factor.
29.k. Joint and Several Liability: If Tenant is composed of more than one person or
entity, then the obligations of all such persons and entities under this Lease shall be joint and
several.
29.1. No Recordation Without Consent of Landlord: Tenant shall not record this Lease
or any memorandum of this Lease without Landlord's prior written consent.
29.m. 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.
29.n. Corporate Authority: If Tenant is a corporation or limited liability company,
each individual executing this Lease on behalf of said corporation or limited liability company
represents and warrants that he is duly authorized to execute and deliver this Lease 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 Lease is binding upon said
corporation or limited liability company in accordance with its terms.
LEASE AGREEMENT 24
City of Renton to Rainier Flight Service,LLC
BLAG 14-
TENANT: LANDLORD:
RAINIER FLIGHT SERVICE THE CITY OF RENTON
a Washington Limited Liability a Washington municipal
corporation corporation
LZIBy: Denis Law
Its: Mayor
Date: Date: 01-21 // 0(,
ATTEST:
By
Ja n A. Seth, Acting City Clerk
Date:
Approved as to legal form:
City Attorney
LEASE AGREEMENT 25
City of Renton to Rainier Flight Service,LLC
BLAG 14-
STATE OF WASHINGTON )
ss.
COUNTY OF !� )
I certify that I know or have satisfactory evidence that ��c�y`1 P Aivorcl is the
person who appeared before me, and the acknowledged that-qhe signed this instrument, on oath
stated that 4/he was authorized to execute the instrument and acknowledged it as the
P.M,, re'- of Ra n►er f j;k+ `)e,:cr LLC-, an LLG , to be the free and
voluntary act of such E'wner for the uses and purposes mentioned in the instrument.
Dated this L t. day of A" L'S 4 , 201 .
� �`S*Aj 0r"4�Z X"/ [Signature of Notary]
S �4 Q��i
.o - [Print Name of Notary]
i N'y 4180
�
++ �C) Notary Public in and for the State of
Washington, residing at Pienr (,'.Jv
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:
LEASE AGREEMENT 26
City of Renton to Rainier Flight Service, LLC
BLAG 14-
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:
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:
LEASE AGREEMENT 27
City of Renton to Rainier Flight Service, LLC
1"041 BLAG 14-
EXHIBIT A
Lease Map and Legal Description
LEASE AGREEMENT 28
City of Renton to Rainier Flight Service,LLC
fr ]41 o9q�43RN A Vh�x�m Iof w-5 v-Ex na-h M �I SY a: H evM B
o mo=�bnwmo FS
F,m ri czi o 0
z_
fD• ~] � m.�wcn nymo nz � �a
v m w
o
Ab ILG ! - If
M A4,01.S8§ i
c i
n y ww novo no
o
as
T 2 �
.sozsz�,
0
a } 2
Ri m 2 NvvAi
e
XZ sam i v
t 1
6 �
m c o m z .00 68 M.L 1 OLSBS 5 g�'T—,Bbh"wit 4 w
M,LO 11 6g5 00 16Z bde SOl A lg _-r f
11
m "I ,✓ `C t
o35
zi ti w-G �, t X 65:&L1�! 6,po
1 1
1,7 1z ;
t. 3
� I1
O Wo
ro Ines 34L
1 t@
e
f'1
n
'
91.
iL
" aE aE ay, CITY OF RENTON
us"cwr: z n A roArE: oijz�iov ~,
wfl LEASE PARCEL 800 WHPacific
�m
-- EXHIBIT"A" �"'�
— RENiON W4 <b86HB41 fa Y(bG61.b0!
SLALE PROJEL7 N0. DN AWING FILE NAME:
035066 35066-SURV-EX-L
*AW %001 BLAG 14-
EXHIBIT B
Aircraft Laws and Regulations,
RCW 47.68.250: Public Highways and Transportation.
LEASE AGREEMENT 30
City of Renton to Rainier Flight Service, LLC
BLAG 14-
IL ___
WASHINGTON STATE LEGISLATURE
ch I Help
Inside the Legislature RCWs'Title 47>ChhapWr 47 68>Section 47.68 250
i► Find Your Legislator 47_68.240 « 47.68.250>> 47,68.255
* Visiting the Legislature
* Agendas,Schedules and
� Calendars RCW 47.68.250
« Bill information Registration of aircraft.
p* Laws and Agency Rules
k* 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 dollars shall be charged for
* Legislative Information each such registration and each annual renewal thereof.
Center
* E-mail Notifications Possession of the appropriate effective federal certificate,permit,rating,or license
(Listserv) relating to ownership and airworthiness of the aircraft,and payment of the excise tax
* Civic Education imposed by Title 82 RCW for the privilege of using the aircraft within this state during the
+� History of the State year for which the registration is sought,and payment of the registration fee required by this
Legislature
section shall be the only requisites for registration of an aircraft under this section.
Outside the Legislature The registration tee imposed by this section shall be payable to and collected by the
secretary.The tee for any calendar year must be paid during the month of January,and shall
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,
TVUII he or she shall thereupon issue to the owner of the aircraft a certificate of registration
Washington Courts therefor.The secretary shall pay to the state treasurer the registration fees collected under
g this section,which registration fees shag be credited to the aeronautics account in the
OFM Fiscal Now Website transportation fund.
Access It shag not be necessaryfor the registrant to provide the secret with originals or copies
A&Washington� of federal certificates,perits,ratings,or licenss.The secretary shall issue rtificates a
registration,or such otter evidences of registration or payment of fees as he or she may
deem proper;and in connection therewith may prescribe requirements for the possession
and exhibition of such oertificates or other evidences.
" * The provisions of this section shall not apply to:
« t
xat.re
(1)An aircraft owned by and used exclusively in the service of any government or any
political subdivision 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;
(2)An aircraft registered under the laws of a foreign country;
(3)An aircraft which is owned by a nonresident and registered in another state:
PROVIDED,That if said aircraft shall remain in and/or be based in this state for a period of
ninety days or longer it shall not be exempt under this section;
(4)An aircraft engaged principally in commercial flying constituting an act of interstate or
foreign commerce;
(5)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;
(6)An aircraft being held for sale,.exchange,delivery,test,or demonstration purposes
solely as stock in trade of an aircraft dealer licensed under Title 14 RCW;
(7)An aircraft based within the state that is in an unairworthy condition,is not operated
within the registration period,and has obtained a written exemption issued by the secretary.
The secretary shall be notified within thirty days of any change in ownership of a
LEASE AGREEMENT 31
City of Renton to Rainier Flight Service,LLC
BLAG 14-
registered aircraft.The notification shall contain the N,NC,NR,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 the secretary,the registration of that aircraft may be
canceled by the secretary,subject to reinstatement upon application and payment of a
reinstatement fee of ten dollars by the new owner.
A municipality or port district that owns,operates,or leases an airport,as defined in RCW
47.68.020,with the intent to operate,shall require from an aircraft owner proof of aircraft
registration as a condition of leasing or selling tiedown or hanger space for an aircraft.it is
the responsibility of the lessee or purchaser to register the aircraft.The airport shall work with
the aviation division to assist in its efforts to register aircraft by providing information about
based aircraft on an annual basis as requested by the division.
(20003 c 375§411999 c 302§2;1998 c 188§1;1995 c 170§3-11993 c 208§7;1987 c 226§3:1979 c 158§
206;1967 ex.&.c 9§8;1955 c 150§11;1949 c 49§12:1947 c 165§25;.Rem.Stapp.1,949§10964-105.
Formerly RCW 14 04asb.1
Notes:
Effective date—2003 c 375:See note following RCW 47.68.240.
Severability—1987 c 220:See note following RCW 47.68.230.
Aircraft dealers:Chapter 14.20 RCW.
Definition of terms:RCW 14.20.010,47.68.020.
LEASE AGREEMENT 32
City of Renton to Rainier Flight Service, LLC