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PAG —13-002
OPERATING PERMIT AND AGREEMENT
between the City of Renton and Pro-Flight Aviation, Inc.
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 Pro-Flight
Aviation, Inc., a Washington corporation (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 09-006, executed on October 7, 2009, the City of
Renton granted a lease of the subject premises to Renton Gateway Center LLC, as Lessee, for
the purpose of operating a Fixed Based Operation, which includes/included aircraft
maintenance, aircraft storage, flight training, aircraft rental, sightseeing, aerial photography,
sale of aviation fuel, sale of aircraft parts, aircraft servicing, aircraft grooming, and aircraft sales.
1.2. Thereafter, Renton Gateway Center LLC (Lessee) sublet a portion of the subject
premises to Pro-Flight Aviation, Inc., (Permittee) by sublease agreement, executed on July 7,
2011, for the purpose/purposes of operating a Fixed Based Operation located at 750 West
Perimeter Road, Renton, Washington 98057.
2. GRANT OF OPERATING PERMIT:
2.1. Description of Premises: The Premises subleased by Pro-Flight Aviation, Inc., the
Permittee, is described as 9,400 square feet of hangar and office space, as shown in Exhibit A
and B of the sublease, 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 its 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.
2.2.1. 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 the Permittee and its
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City of Renton to Pro-Flight Aviation,Inc.
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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 Permittee 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 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 the Permittee 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. The 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,
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
OPERATING PERMIT 2
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Federal Aviation Administration. It is expressly agreed that the 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: The term of the sublease to Pro-Flight Aviation, Inc. is for a period of
forty eight (48) months and twenty four (24) days commencing on July 7, 2011 and terminating
on July 31, 2015.
4.2. Permit Term: The term of this Operating Permit is forty eight (48) months and
twenty four (24) days and may be extended to include any Extended Term as may be in effect
between Renton Gateway Center LLC (Lessee) and Pro-Flight Aviation, Inc.
(Sublessee/Permittee). Any extension of the Initial Term of this Operating Permit is only
renewable upon written notice received by the Permittor ninety (90) calendar days in advance
of the termination date of the Initial Term of this Operating Permit and Agreement. In no
event will the term of the Operating Permit and Agreement be extended beyond August 31,
2046.
5. RENTAL:
5.1. Rent on Lease (for informational purposes only): As rental for the premises
described in LAG 09-006 and addenda thereto, Lessee has agreed to pay Permittor$0.57/sq
ft/year on 136,846 square feet or seventy eight thousand two dollars and twenty two cents
($78,002.22) per year or a monthly rental in the sum of six thousand five hundred dollars and
nineteen cents ($6,500.19) throughout the twelve (12) month period commencing on August
21, 2011, which does not include leasehold excise tax. The Rental amount set out herein is
subject to Periodic Rental Adjustments as set out in Section 4.b. in lease LAG 09-006.
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City of Renton to Pro-Flight Aviation,Inc.
5.2. Rent on Sublease: As rental for the premises described in Section 2, above, during
the term of this permit, Permittee has agreed to pay Lessee a monthly rental in the sum of
thirty three thousand dollars ($33,000.00) per year or a monthly rental in the sum of two
thousand seven hundred fifty dollars ($2,750.00)throughout the forty eight (48) month and
twenty four (24) day period commencing on July 7, 2011, which does not include leasehold
excise 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 09-006 and addenda thereto, pay said rent,
when due. In the event neither Lessee nor Permittee pay said rent, then the Permittor may
terminate this permit with ten (10) days' written 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 09-006 and addenda thereto, pay said other
charges, when due. In the event neither the Lessee nor the Permittee pay said other charges,
then the Permittor may terminate this 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 09-006 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 the Permittor may terminate this
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 09-006 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 the
Permittee pay said utility or service charges, then the Permittor may terminate this 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
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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 Permit or as an eviction of Permittee, or
relieve Permittee from any of its obligations hereunder.
7. PERMITTEE'S ACCEPTANCE OF PREMISES:
7.1. Acceptance of Premises: By occupying the Premises, Permittee formally accepts
the same in AS IS condition, and acknowledges that the Permittor has complied with all the
requirements imposed upon it under the terms of this 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 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 Permittee'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 the Permittee for the following
described purpose:
8.1.1. Operation of aircraft maintenance in accordance with the Airport Regulations
and Minimum Standards pursuant to Section 8.5 below.
8.1.2. Operation of flight instruction in accordance with the Airport Regulations and
Minimum Standards pursuant to Section 8.5 below.
8.1.3 Operation of aircraft rentals in accordance with the Airport Regulations and
Minimum Standards pursuant to Section 8.5 below.
8.1.4 Operation of a flight store in accordance with the Airport Regulations and
Minimum Standards pursuant to Section 8.5 below.
8.1.5 Operation of aviation fuel sales in accordance with the Airport Regulations and
Minimum Standards pursuant to Section 8.5 below.
8.1.6 Operation of aircraft storage in accordance with the Airport Regulations and
Minimum Standards pursuant to Section 8.5 below.
8.1.7 Operation of pilot concierge services which include aircraft management or
management of flight departments in accordance with the Airport Regulations and Minimum
Standards pursuant to Section 8.5 below.
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City of Renton to Pro-Flight Aviation,Inc.
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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. Sins: 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, or signs, 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 which 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.
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: The Permittee is hereby notified of the
Washington State law concerning aircraft registration and the requirement that the Permittee
comply therewith. See Title 47.68.250 RCW: 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 the 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
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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 governmental 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 the 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 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 the 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 the 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 the 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
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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, "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 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
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. Is 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.
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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 the Permittor for use by the 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 the Permittee's activities or
having been deposited upon the Premises from other areas. Permittee shall maintain in good
condition and repair the Premises, subject to ordinary wear and tear, including without
limitation, the interior and exterior walls, floors, roof, and ceilings, and any structural portions
of the Premises the exterior and interior portions of all doors, windows, glass, utility facilities,
plumbing and sewage facilities within the building or under the floor slab including free flow up
to the main sewer line, parking areas, landscaping, fixtures, heating, ventilating and air
conditioning, including exterior mechanical equipment, exterior utility facilities, and exterior
electrical equipment serving the Premises. Permittee 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.
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 the 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
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 the
Permittor's invoice to the 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
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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 therefor 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
other 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 thirty (30) 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
improvements of any character whatsoever installed on the Premises by Permittee, shall be
and become the property of the 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.
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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 Permittee's
obligations under this Operating Permit accruing after the date of such assignment, to the
same extent as if it were the original Permittee, 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 Permittee 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 Permittee and concomitant transfer of ownership of
said entity cause an extension of the Term of this Operating Permit.
12.2. Permitted Subletting: Permittee may sublet portions of the Premises for the
purpose of aircraft hangar storage without Permittor's prior written consent, on a month-to-
month or longer basis (but not longer than the Term), provided that Permittor is informed on
at least an annual basis, in writing, of the name of the subtenant(s), the purpose of the
sublease, the amount of the rental charged, and the type of aircraft stored (make, model and
registration number). Additionally, such information shall be disclosed upon request by
Permittor.)
12.3. 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
that the assignee or subtenant will not violate the provisions of this Operating Permit, and (iv)
OPERATING PERMIT 11
City of Renton to Pro-Flight Aviation,Inc.
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in the case of any assignment, acknowledge that Permittor may enforce the provisions of this
Operating Permit directly against such assignee.
12.4. 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 Permittee's obligations
under this Operating Permit arising on or after the date of the assignment.
12.5 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 the
Permittor (including with respect to any Hazardous Substance) arises after Permitte's complete
assignment for conduct predating said assignment, the Permittee shall not be relieved of
obligations or liability arising from this Operating Permit.
12.6. 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 written 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 12
City of Renton to Pro-Flight Aviation,Inc.
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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 the 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 the 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 Permit if the 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 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 Permittor fails to elect to terminate the Operating Permit
OPERATING PERMIT 13
City of Renton to Pro-Flight Aviation,Inc.
VAW
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 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 the 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 the 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 the Permittor and shall
remain on and be surrendered with the Premises as a part thereof at the termination of this
permit without hindrance, molestation, or injury. Permittee shall repair at its sole expense any
OPERATING PERMIT 14
City of Renton to Pro-Flight Aviation,Inc.
*40s r*Mw
damage to the 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 the Permittee,
Permittee's invitees or other persons, which may be sustained by fire or water or other 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. The Permittee agrees to maintain in force during the term of
this Permit commercial general liability insurance written by an admitted 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 per occurrence, $2,000,000
aggregate. The limits of said insurance shall not, however, limit the liability of Permittee
hereunder. The insurance policy shall include a Landlord's Protective Liability endorsement
attached thereto.
18.3. Insurance Policies: Insurance required hereunder shall be written in companies
acceptable to Permittor. 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 the Permittee at least forty (45) days prior to the annual renewal date of the
Permittee's insurance. Prior to possession, the 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. The 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
attributable to any act or omission or operation of Permittee causing such increase in the cost
of insurance. If the Permittee shall fail to procure and maintain said insurance the Permittor
may, but shall not be required to, procure and maintain the same, but at the expense of
Permittee.
OPERATING PERMIT 15
City of Renton to Pro-Flight Aviation,Inc.
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 the 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 the 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 approval by Permittor.
21. HOLDING OVER: Permittee understands that upon expiration of the term of this
permit, Permittee must execute a new permit with the 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 the Lessee shall be in default of its lease, LAG 09-006 and Permittor may evict the
Lessee and the 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, 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.
OPERATING PERMIT 16
City of Renton to Pro-Flight Aviation,Inc.
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 Manager
616 West Perimeter Road, Unit A
Renton, Washington 98057
Permittee's Address: Pro-Flight Aviation, Inc.
750 West Perimeter Road, Unit 1
Renton, WA 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 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.
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
OPERATING PERMIT 17
City of Renton to Pro-Flight Aviation,Inc.
*✓ *MW
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.
The Permittor's transferee shall be deemed to have assumed and agreed to carry out all of the
obligations of the 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. The 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
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.
OPERATING PERMIT 18
City of Renton to Pro-Flight Aviation,Inc.
`r✓' **Am*,
"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 Permit and the sublease
agreement between Permittee and Lessee, the terms of this Permit supersede.
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,
OPERATING PERMIT 19
City of Renton to Pro-Flight Aviation,Inc.
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.
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.
OPERATING PERMIT 20
City of Renton to Pro-Flight Aviation,Inc.
NOW
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 21
City of Renton to Pro-Flight Aviation,Inc.
1400, VMW
PERMITTEE: PERMITTOR:
Pro-Flight Aviation, Inc. THE CITY OF RENTON
a Washington corporation a Washington municipal
cor ration
aia- 0, P" -
BY M2ZAA),r-, ,4 Denis Law
its: Owner/Presid7;01
Mayor 3
Date: ZDate:
ATTEST:9C7O
By 7tWZZG l.UGZ ism
Bonnie Wal on, ity Clerk
Date: d0!
4AAoved as to legal form:
Larry Warren, City Attorney
OPERATING PERMIT 22
City of Renton to Pro-Flight Aviation,Inc.
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STATE OF WASHINGTON )
ss.
COUNTY OF kl,,,14 )
I certify that I know or have satisfactory evidence that 0,1.4,vr 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 X4 a -, �Ie/jQ , to be the free
and voluntary act of such Co I loX.*776,,J for the uses and purposes mentioned in the
instrument.
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Dated this 2 a ' day of 4 ea 2013.
SANDRA M. ORPHAN [Si Lure of Notary]
STATE OF WASHINGTON
NOTARY PUBLIC [Print Name of Notary]
MY COMMISSION EXPIRES
09-22-13 Notary Public in and for the State of
" Washington, residing at 517,4779-'�
My commission expires: �9,/aa,/ice
OPERATING PERMIT 23
City of Renton to Pro-Flight Aviation,Inc.
"ire vri►
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 1201 .
[Signature of Notary]
[Print Name of Notary]
Notary Public in and for the State of
Washington, residing at
My commission expires:
OPERATING PERMIT 24
City of Renton to Pro-Flight Aviation,Inc.
EXHIBIT A
Sublease Map
OPERATING PERMIT 25
City of Renton to Pro-Flight Aviation,Inc.
Renton Gateway Center
750 W. Perimeter Rd Renton, WA 98057
Street Side
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'41
Runway Side
LEASE AGREEMENT
Triple Net (NNN) lease
PARTIES
1. This agreement is entered into by each of the following parties:
Lessor: Renton Gateway Center, LLC.
750 W. Perimeter Rd Unit#1
Renton, WA 98057
Lessee: Pro Flight, Inc.
C/O Diane and Bernie Paholke
750 W. Perimeter Rd Unit#1
Renton, Wa 98057
The singular terms 'Lessor' and 'Lessee' as used below shall include each person or other legal
entity identified as such in this paragraph. Each Lessor and Lessee agrees to be bound by the
following terms and conditions.
PREMISES
2.0 Lessor hereby leases to Lessee those premises described in Exhibit'A' hereto, commonly
known as: 750 W. Perimeter Rd, Renton,WA 98057
Approximate size: 9,400 Sq Ft plus or minus
Total building size: 31,000 Sq Ft
Lessee's pro-rata share: 30.32 %
CONDITIONS
3.0 The obligations of this lease are conditioned upon: (1) obtainment of approval of intended
use by each applicable governmental entity without conditions deemed unacceptable to Lessor in
its sole discretion. This approval shall be obtained no later than: Julyl st, 2011. This lease is also
subject to the terms, conditions and rule of operation of the lease that was executed by and
between Renton Gateway Center, LLC and City of Renton for the Land on which the hangars
have been erected. The Lessee's of this lease agree to comply with all of the terms and
conditions of this land lease agreement.
TERM
3.1 The term of this lease is 48 months, commencing on July 7, 2011 and ending July 31, 2015,
unless sooner terminated pursuant to any provision set forth below.
3.2 If for any reason Lessor cannot deliver possession of the premises to Lessee on the
commencement date, such failure shall not be deemed to be a breach of duty, in contract or in
tort, of the Lessor, shall not render Lessor liable for damages of any nature whatsoever, and shall
not affect the validity of this lease or release Lessee from any obligation contained herein. In
such case, the commencement and termination dates set forth in this paragraph shall be extended
for a period equal to the period of delay, which shall end when Lessor tenders possession of the
premises to Lessee. Lessee shall not be obligated to pay rent to Lessor during that period of
delay, and if the delay continues for longer than ninety (90) days from the original
commencement date, Lessee shall have the option to declare this lease canceled. Such option
shall be exercised by giving written notice of cancellation to Lessor within ten (10) days after the
ninety day period has run. If it is not so exercised within that time, Lessor shall have an
additional ninety days to deliver possession under the conditions set forth in this paragraph.
3.3 Force Majeure: Neither party shall be held liable for any delay or failure in performance of
any part of this Lease arising out of or resulting from any cause beyond its control and without
its fault or negligence including, without limitation, acts of God, acts or omissions of civil or
military authority, government regulations, embargoes, epidemics, war, terrorists acts, riots, civil
commotion or civil uprisings, insurrections, earthquakes, floods, power blackouts and other
caused beyond a party's control, whether or not similar to the foregoing conditions.
3.4 If Lessee occupies the premises prior to the original Commencement Date, such occupancy
will be subject to the provisions of this lease and shall not advance the termination date, nor alter
the anniversary date. Lessee shall pay rent for such occupancy pro rata at the rate set forth below:
3.5 Options to Renew. Pro-Flight Aviation, Inc. may renew this lease on a month to month
basis. Any renewals that are not month to month will be for period determined by Lessee, and
will be in accordance with initial lease policies. Lessee will notify Lessor within 90 days prior to
lease termination date. Lessor will have this option for the duration of Lessor owning the
building/structure.
3.6 Lessee may decrease size of leased premises during lease term. Lessee will notify Lessor
with a minimum of a 30 day written notice. Annual Base Rent will be decreased accordingly to
square footage decrease. Lessee may cancel lease with a 30 day notice.
RENT
4.0 Annual Base Rent for FBO amount: $33,000.00 (Thirty-three-thousand dollars.)
Annual Base Rent for Hanger A and B amount: $0.00 (zero dollars.)
4.1 Base Rent and CPI Adjustment: Lessee shall pay to Lessor at the address set forth above, or
to such other parties or place as Lessor may otherwise designate in writing, the sum of$2,750.00
(Two-thousand-seven-hundred-fifty dollars) in United States dollars per month, payable in
advance on the first day of each month during the first year of the term hereof(the 'base rent').
On each anniversary of the commencement date, the base rent shall be increased by an amount
equal to the previous year's rent multiplied by the percentage increase in the Consumer Price
Index, and this sum shall become the base rent for subsequent adjustments. The basis for
computing any such increase shall be United States Department of Labor Statistics Consumer
Price Index for'All West' which is published for the period nearest each anniversary. If that
Index for that period shows an increase, the rent shall be increased in an amount equal to the
index increase. If there is no increase in the Index,the rent shall remain the same as in the
previous year. If the specified Index is discontinued or revised, such other governmental index
or computation which replaces the specified index shall be used so as to obtain substantially the
same result as if the specified index had not been discontinued or revised.
4.2 Proration. If the commencement date is on any other than the first day of a month, the first
month's rent shall be the base rent divided by the number of days in that month that Lessee
occupies the premises. Such prorated amount shall be payable on the first day of occupancy.
4.3 Waiver of Right to Setoff. Each payment obligation of Lessee under this lease is
independent of any duty created by contract or arising by operation of law that is owed to Lessee
by Lessor, other than those duties of Lessor specified in this agreement. Lessee hereby waives
any right of equitable setoff it may have or claim to have against Lessor now or in the future, and
agrees that each payment obligation will be timely met notwithstanding the existence of any
independent claim Lessee may have against Lessor.
COMMON AREAS
5.0 Common areas include parking areas, entrances, and exits thereto, are the responsibility of
the Lessor, and Lessor shall, during the term of this lease, maintain all of the areas designated as
'common areas' in such a manner and at such a cost as the Lessor in their sole judgment may
reasonably determine. Lessor reserves the right, from time to time, to reasonably alter said
common area and to exercise control and management of the common areas and to establish,
modify, change and enforce such reasonable rules and regulations as Lessor in its discretion may
deem desirable.
5.1 Lessee agrees to abide by and conform to such rules and regulations and shall be
responsible for the compliance with same by its employees, agents, customers and invitees. The
failure of Lessor to enforce any such rules and regulations against Lessee or any other tenant
shall not be deemed to be a waiver of same, and shall not prevent enforcement of the same or
other rules or regulations by Lessor against this Lessee or others.
5.2 Lessor shall have the right to close all or any portion of the common areas at such times and
for such periods as may, in the opinion of Lessor, be necessary to prevent a dedication thereof, or
to preserve the status thereof as private property, or to prevent the accrual of any rights in any
person; and Lessor may also close said common areas for purposes of maintenance and repair as
may be required from time to time. Such closure shall not be deemed an eviction, and Lessor
shall not be liable to Lessee for any loss resulting therefrom.
MAINTENANCE AND REPAIRS
6.0 The premises, including all fixtures and appurtenances, shall at the inception of the lease
term be in the configuration and condition as specified in the plans and specifications for tenant
improvements. Lessor shall have the obligation to maintain and keep the roof and building
exterior in good repair, and responsible for building structural, electrical, and mechanical.
Lessee shall be responsible for interior maintenance, lighting, and hangar door. Lessee shall
permit no waste, damage or injury to the premises, and shall be solely responsible for repairs to
any part of the premises damaged as result of actions of the Lessee and/or its invitees. Should
Lessee be responsible for damages, those damages shall be repaired by Lessor and Lessee shall
promptly reimburse Lessor.
6.1 Premises shall at all times be kept and used in accordance with all laws, ordinances,
directions, rules and regulations of the health officers, Fire Marshall, building inspectors, and
other proper officials all at the sole cost and expense of Lessee.
UTILITIES AND SERVICES
7.0 Lessee shall pay its own separately metered electric service. Gas, water, sewer, and garbage
removal services will be determined based on triple net charges that are pro-rated to the building.
(See Section 7.4 of this lease).
7.1 Lessee is to pay for all other public utilities not specifically stated herein which shall be
used in, or charged against, the leased premises as a result of Lessee's occupancy during the term
of this lease. Lessor shall not be liable for any injury or damages suffered as a result of the
interruption of any utility services by fire or other casualty, strike, riot, vandalism, the making of
necessary repairs or improvements, or any other cause beyond Lessor's control.
7.2 All license or permit fees, business and occupation taxes, and any other taxes and fees
applicable to property of Lessee or business conducted on the premises presently in affect, or
subsequently levied by Federal, State or Local governments, or any political subdivision thereof
shall be the responsibility of the Lessee. When possible, Lessee shall cause its trade fixtures,
furnishings, equipment and all of its other personal property to be assessed and billed separately
from the real property. Lessee shall pay Lessor the taxes attributable to such Lessee's property
within ten (10) days after the receipt of a written statement setting forth the taxes applicable to
Lessee's property.
7.3 Should there presently be in effect, or should there be enacted during the term of this lease
any law, statute, or ordinance levying any tax other than Federal, State or City income taxes
directly or indirectly in whole or in part upon rents or the income from real estate or rental
property, or increasing any such tax, Lessee shall reimburse Lessor monthly as additional rent at
the same time as minimum rental payments are due hereunder for the actual amount of such
taxes paid.
7.4 This is a triple net lease. Lessor shall pay building and common area expenses, and charge
Lessee its pro-rata share of same. This will include,but not limited to, building insurance,
outside maintenance and landscaping, management fees, and garbage. These common area
charges shall be approximately $1.53 (one-dollar-fifty-three cents)per square foot of rentable
area for the first year, and shall be adjusted annually thereafter as per actual costs. This
obligation is over and above the base rent amount due, and shall be payable to Lessor at the same
time that monthly rent payments are due.
Lessee also covenants and agrees to pay for its own telephone, utilities,janitorial and interior
maintenance,including ceiling, floors, electrical and plumbing systems.
INSPECTION OF PREMISES
8.0 Lessee agrees that full opportunity has been given for inspection of the premises for
purposes of ascertaining suitability for Lessee's intended use and the physical condition of them,
and that acceptance of possession is on an 'as is' basis, unless otherwise agreed in writing, except
for any improvements listed in Additional Provisions,below.
USE OF PREMISES
9.0 Lessee shall use the premises only for Aircraft Maintenance, Flight School, Fixed Base
Operation, Aircraft Rental, Flight Store, Fuel Services, Aviation Services, Car Rental, Concierge
Services, Aircraft Storage, Flight Department Services, and any other use as Lessor may approve
in writing. This use shall be a permitted use under all applicable laws, ordinances, and
governmental or municipal regulations, and shall not make or permit any use of the premises
which may be dangerous to life, limb, or property or which increases the premium cost or
invalidates any policy or insurance covering or carried on the premises, the building or its
contents. Lessee shall not obstruct the common areas or use them for business or display
purposes. Lessee shall not make any noise or permit any odor to emit from the premises which
is objectionable to the public, to the other tenants, or to Lessor.
9.1 Lessee shall permit no lien or other encumbrance to attach to the premises. In the event that
any lien or other encumbrance should attach to the premises because of Lessee's actions or
inaction, or that of its agent, employees or invitees, Lessee shall immediately satisfy the same,
and shall defend, indemnify and hold Lessor harmless for the same and for any damages, costs
and attorney's fees Lessor may realize therefrom. Liens or encumbrances due to Pro-Flight
Aviation, Inc.'s ownership interest in Renton Gateway Center, LLC is exempt from paragraph
9.1 of this lease.
ALTERATIONS
10.0 Lessee will not make alterations, or additions to, the leased premises without prior approval
of the Lessor. All alterations shall comply with city and/or state building codes. Lessor approval
shall not be unreasonably withheld.
INDEMNIFICATION
11.0 The Lessor and its employees, and agents shall not be liable for any injury to any persons or
for damage to any property, regardless of how such injury or damage may be caused, as a result
of the condition of, or in any way related to the Premises, the use of the Premises or the
operations of Lessee in, on or about the Premises by Lessee or others. Lessee shall indemnify,
defend and hold harmless Lessor and its agents, and employees, from and against all claim,
liabilities, losses, damages and expenses (including attorney fees and cost) for injury to or death
of any person or loss of or damage to property in our upon said Premises or arising out of or
relating to Lessee's operations thereon, and including the person and property of Lessee, its
employees, agents, invitees, licensees or others, however caused, it being understood and agreed
that all property kept, stored or maintained in or upon the Premises shall be at the risk of Lessee.
11.1 The foregoing immunity is specifically intended to constitute a waiver of Lessee's
immunity under the Washington Industrial Insurance Act, RCW Title 51, to the extent necessary
to provide Lessor with a full and complete indemnity from claims made by Lessee and its
employees. The foregoing shall be in addition to Lessee's obligation to supply the insurance as
required herein and not in discharge of or substitution for same.
11.2 Lessor and Lessee agree that Lessee's recourse against Lessor for any obligations of Lessor
under this Lease shall be limited to Lessee's execution against Lessor right, title and interest
from time to time in the Premises. Neither Lessor nor any of its partners, shareholders, officers,
directors or other principals shall have any personal liability to Lessee as the result of any breach
or default by Lessor under this Lease.
INSURANCE
12.0 Liability Insurance. Lessee shall, at its own expense, procure and maintain in full force and
effect, comprehensive general liability insurance with products and completed operation
coverage and contractual coverage to insure any obligation under this Lease, in responsible
companies licensed to do business in the State of Washington, which shall insure Lessee and its
agents and employees against all claims for injuries or death to persons occurring in or about the
leased premises in a combined single limit amount of not less than $1,000,000.00.
Lessee agrees to furnish Lessor with policies or certificates of such insurance naming Lessor as
an additional insured prior to the commencement of the term hereof. Each policy shall be non-
cancelable without at least thirty (30) days written notice to Lessor. If Lessee fails to provide
such certificates within the time required, Lessor, may at it option, obtain such insurance and
Lessee shall reimburse Lessor for all premiums and costs therefore within thirty one (3 1) days of
Lessor's written demand. Any revisions to the policy shall be promptly forwarded to Lessor.
12.1 Property Insurance. Lessor agrees to provide fire insurance in reasonable amounts on the
building only, not contents. Lessee covenants and agrees that it will not do or permit anything to
be done on the leased premises during the term hereof, which will increase the rate of Lessor's
insurance on the building which the leased premises form a part, above the minimum rate which
would be applicable in such premises for the Lessee's type of business; and Lessee agrees that in
the event it shall cause such an increase in the rate of insurance, it will, upon request of Lessor,
promptly pay to the Lessor, as additional rent, any increase in premiums resulting there from.
12.2 Lessee shall be responsible to maintain appropriate insurance for its property and contents
in the premises.
12.3 Waiver of Subrogation. Lessor and Lessee each release and relieve the other and waive
their entire right of recovery against the other for loss or damage arising out of or incident to the
perils covered by the special form property insurance policy with replacement cost endorsement
and business income and extra expense endorsements (including loss of rents) approved for use
in the State of Washington which occur in, on or about the premises, whether caused by the
negligence of either party, their agents, employees, or otherwise. Each party shall obtain from its
insurers provisions permitting waiver of any claim against the other party for loss or damage
within the scope of the above insurance.
TAXES
13.0 Real Property Taxes: /King County Assessor improvement Taxes: The Lessor shall pay
the real property taxes assessed against the land and buildings of which the leased premises is a
part and the Lessee shall reimburse the Lessor for the cost of their pro rata portion of said taxes.
13.1 Personal Property Taxes: Lessee shall be responsible for any tax on his personal property
located on the leased premises.
13.2 Business Taxes: Lessee shall pay all special taxes and assessments or license fees levied,
assessed or imposed by law or ordinance, by reason of the use of the premises for the specific
purposes set forth in this agreement.
DAMAGE OR DESTRUCTION
14.0 Subject to the provisions of this Paragraph 14, if the premises are damaged and such
damage was caused by a fire or other casualty included within the classification of casualty as
defined in a Standard fire and extended coverage real property insurance policy, Lessor shall, at
Lessor's expense, repair such damage, but not Lessee's fixtures or equipment, and this lease shall
continue in full force and effect. Provided however, in the event the premises are damaged to
such an extent to render the same untenantable in whole or in a substantial part thereof, or
destroyed, it shall be optional with the Lessor to repair or rebuild the same, and after the
happening of any such event, the Lessee shall give Lessor immediate written notice thereof.
Lessor shall have not more than thirty (30) days after notification to notify the Lessee in writing
of Lessor's intention to repair or rebuild said leased premises, or the part so damaged as
aforesaid, but not Lessee's fixtures or equipment, and if Lessor elects to repair or rebuild said
premises, Lessor shall prosecute the work of such repairing or rebuilding without unnecessary
delay, and during such period the rent of said premises shall be abated in the same ratio that that
portion of the premises rendered for the time being unfit for occupancy shall bear to the whole of
the leased premises. If the Lessor shall fail to give the notice aforesaid, Lessee shall have the
right to declare this lease terminated by written notice served upon the Lessor. In the event the
building in which premises hereby leased are located shall be damaged (even though the
premises thereby leased shall not be damaged thereby) to such an extent that in the opinion of
Lessor it shall not be practicable to repair or rebuild, or is destroyed, then it shall be optional
with Lessor to terminate this lease by written notice served on Lessee within ninety (90) days
after such damage or destruction.
14.1 If Lessor gives notice of intent to repair or reconstruct the damaged premises as set forth
above, Lessor shall be relieved of such obligation and Lessor may terminate the Lease if Lessor
is unable to obtain the necessary financing, labor or materials, or if Lessor is unable to perform
such obligation due to any cause beyond its control, including, but not limited to strikes, lockouts
and labor disturbances, acts of civil or military authorities, restrictions by municipal authorities,
restrictions by municipal ordinances or federal or state statutes and military activity.
14.2 If Lessor gives notice of intent to repair or restore the premises under the provisions of
Paragraph 14, and shall not commence such repair or restoration within ninety (90) days after
such notice, Lessee may elect to terminate this lease by written notice to Lessor. Upon
termination of this lease pursuant to this Paragraph 14, an equitable adjustment shall be made
concerning advance rent and any advance payments made by Lessee or Lessor.
14.3 Notwithstanding the above, if the cost to repair damage to the Building that occurs during
the last 20 months of the Lease Term exceeds 30% of the insurable replacement cost of the
Building, Lessor shall have the option to terminate this Lease by giving written notice to the
Tenant within sixty (60) days after the date of damage and either party may terminate this Lease
by delivering written notice to the other within thirty (30) days after the date Lessee receives
Lessor's notice. In addition, if the cost to repair any damage to the Premises or the Building
exceeds the insurance proceeds available to Lessor, and Lessor elects not to repair such damage,
then Lessor shall have the right to terminate this Lease by written notice to Lessee given within
sixty (60) days after such damage occurred.
EMINENT DOMAIN
15.0 If the whole of the premises shall be taken by any public authority under the power of
Eminent Domain, or purchased by the condemner in lieu thereof, then the term of this lease shall
cease as of the date possession is taken by such public authority. If only a part of the premises
shall be so taken, the lease shall terminate only as to the portion taken and shall continue in full
force and effect as to the remainder of said premises, and the minimum rent shall be reduced
proportionately; provided, however if the remainder of said premises cannot be made tenantable
for the purposes for which Lessee has been using the premises, or if more than twenty-five
percent(25%) of the rentable square footage of the premises shall be so taken, then either party,
by written notice to the other, given at least thirty (30) days prior to the date that possession must
be surrendered to the public authority, may terminate this lease effective as of such surrender of
possession. If any part of the property described in Exhibit 'A' other than the premises shall be
so taken as to render, in Lessor's sole opinion, the termination of this lease beneficial to the
remaining portion of the property described in Exhibit'A', Lessor shall have the right to
terminate this lease within sixty(60) days of said taking. Whether whole or partial, Lessor shall
be entitled to any and all awards, settlements, or compensation which may be given for the land
and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of
this lease.
TRASH, GARBAGE, HAZARDOUS/TOXIC SUBSTANCES
16.0 Lessee shall place all trash, garbage, and recyclables in Lessor supplied receptacles.
Lessee shall not burn any trash and garbage in or about the buildings.
16.1 Lessee shall not, without obtaining Lessor's prior written approval, generate, release, spill,
store, deposit, transport, or dispose of any hazardous substances, toxic substances. In the event
Lessor approves such release of hazardous substances on the Demised Premises, Lessee agrees
that such release shall occur safely and in compliance with all applicable federal, state and local
laws and regulations. Lessee shall indemnify, hold harmless and defend Lessor from any and all
claims, liabilities, losses, damages, cleanup costs, and expenses, including attorney's fees, arising
out of or in any way related to the release by Lessee or any of its agents, representatives or
employees, or the presence of such hazardous substances in, on or about the Demised Premises
occurring at any time during the lease term and any extension thereof. Lessee agrees to contract
with qualified and certified service to remove all hazardous or contaminated materials from
demised premises.
EXTERIOR SIGNS
17.0 Lessee shall be approved for four outside signs on the building.
ASSIGNMENT AND SUBLETTING
18.0 Lessee shall not voluntarily or by operations of law assign, transfer, mortgage, sublet or
otherwise transfer or encumber all or any part of Lessee's interest in this lease or in the premises.
Any attempted assignment, transfer, mortgage, encumbrance or subletting, and shall constitute a
breach of this lease. Lessee has the option to sublet a portion of the fbo office space building for
purposes of aviation services. Lessee will notify Lessor, in writing, 30 days prior to any such
sublet.
LESSOR'S RESERVATIONS
19.0 Lessor reserves the right, without liability to Lessee, to enter the premises at reasonable
hours to make inspections,repairs, alterations, or additions to the premises or to the buildings, to
exhibit the premises to prospective tenants, purchasers or others, to display during the last ninety
(90) days of the term 'FOR RENT' and similar signs on windows or elsewhere in or on the
premises, to change the name of the building or street address and to perform any acts related to
the safety, protection, preservation, re-letting, sale or improvement of the premises or of the
buildings. Lessor and Lessor's Contract Manager, workmen and engineers may retain and use a
pass-key to the leased premises to enable them to examine the demised premises from time to
time with reference to any emergencies or other general maintenance of the leased premises.
DEFAULT AND REMEDIES
20.0 Lessor shall not be in default unless Lessor fails to perform its obligation under this lease
within thirty (30) days after notice by Lessee specifying wherein Lessor has failed to perform. If
the nature of Lessor's obligation is such that more than thirty(30) days is required to cure such
default, and Lessor thereafter cures such default within a reasonable time, Lessor shall not be
deemed in default.
20.1 Events of Default: Each of the following events shall constitute a material default or breach
of this lease by Lessee:
(a) If Lessee, or any successor or assignee of Lessee while in possession, shall file a petition in
bankruptcy or insolvency or for reorganization under any bankruptcy act, or shall voluntarily
take advantage of any such act by answer or otherwise, or shall make an assignment for the
benefit of creditors;
(b) If involuntary proceedings under any bankruptcy law or insolvency act shall be instituted
against Lessee, or if a receiver or trustee shall be appointed of all or substantially all of the
property of Lessee, and such proceedings shall not be dismissed or the receivership or trusteeship
vacated within thirty (30) days after the institution or appointment;
(c) If Lessee shall fail to pay Lessor any rent or additional rent when the rent shall become due
and in any event no later than ten (10) days after the first day of each month.
(d) If Lessee shall fail to perform or comply with any of the other conditions of this Lease not
involving payment of rent and if the nonperformance shall continue for a period of ten(10) days
after notice thereof by Lessor to Lessee or, if the performance cannot be reasonably completed
within the ten day period, Lessee shall not in good faith have commenced performance within
the ten day period and shall not diligently proceed to completion of performance;
(e) If Lessee shall vacate or abandon the demised premises or ceases to operate the business
described in the recitals above,prior to expiration of the term of this Lease;
(f) Except as expressly permitted under this lease agreement, any attempted conveyance,
assignment, mortgage, or unwarranted subletting of this lease agreement.
20.2 Remedies: On the occurrence of any of the defaults or elements of default described in this
section, Lessor shall have the right to:
(a) Accelerate the full balance due for the remaining lease term and commence legal action to
collect money damages for same from Lessee or any guarantor of this lease;
(b) Commence eviction proceedings under Chapter 59.12 of the Revised Code of Washington
(unlawful detainer statute);
(c) Commence proceedings in Washington State Superior Court and seek an order of specific
performance of all the terms and conditions of the lease agreement and Lessor shall have the
right to an injunction to restrain Lessee and the further right to invoke any remedy allowed by
law or inequity.
20.3 The rights and remedies given to Lessor in this Lease are distinct, separate and cumulative,
and no one of them, whether or not exercised by Lessor, shall be deemed to be in exclusion of
any of the others herein, by law, or by equity provided.
20.4 No receipt of money by Lessor from Lessee after default or cancellation of this Lease in
any lawful manner shall (1) reinstate, continue or extend the term or affect any notice given to
Lessee, (2) operate as a waiver of the right of Lessor to enforce the payment of rent and
additional rent then due or falling due, or(3) operate as a waiver of the right of Lessor to recover
possession of the demised premises by proper suit, action,proceeding or other remedy. After any
event of default by Lessee, Lessor may demand, receive and collect any monies due, without in
any manner relieving Lessee of the legal consequences of default. Any and all such monies so
collected shall be deemed to be payment on account of the use and occupation of the demised
premises or at the election of Lessor, on account of the liability of Lessee hereunder.
LIABILITY FOR COSTS AND ATTORNEY'S FEES
21.0 The prevailing party in any dispute resolution proceeding, whether judicial or nonjudicial,
shall be entitled to recover from the other all reasonable attorney's fees and costs incurred in
connection with such proceeding.
2 1.1 Any controversy or claim arising out of or relating to this Lease, or the breach thereof, other
than an action by Lessor against Lessee for nonpayment of Rent, or for unlawful detainer or
ejectment, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof.
QUIET ENJOYMENT
22.0 Lessor warrants that it has full right to execute and to perform the lease and to grant the
estate demised herein, and that upon payment by the Lessee of the rents herein provided, and
upon the observance and performance of all the covenants, terms and conditions on Lessee's part
to be observed and performed, Lessee shall peaceably and quietly hold and enjoy the leased
premises for the term hereby demised without hindrance or interruption by Lessor or any other
persons lawfully or equitably claiming by, through or under the Lessor, subject, nevertheless, to
the terms and conditions of this lease.
SURRENDER OF POSSESSION
23.0 Lessee shall, upon the termination of this lease or of Lessee's right to possession, remove
from the premises all of Lessee's trade fixtures, or furniture, and other unattached personal
property, and such alterations, additions or improvements required by Lessor to be removed
pursuant to Paragraph 10 above, and shall repair or pay for all damage to the premises caused by
such removal. Lessor shall inform Lessee within fifteen (15) days after Lessee's vacation of the
Premises what alterations or improvements or fixtures it will require to be removed. All such
property remaining and every interest of Lessee in the same shall be conclusively presumed to
have been conveyed by Lessee to Lessor under this lease as a bill of sale, without compensation,
allowance, or credit to Lessee. Lessee shall, upon termination of this lease or of Lessee's right
of possession, deliver all keys to Lessor and peacefully quit and surrender the premises and all
equipment and fixtures comprising a part thereof without notice, neat and clean, and in as good
condition as when Lessee took possession, except for reasonable wear and tear. Lessee, at its
own expense, shall have carpets professionally cleaned, have the walls painted, nail holes
removed, and shall have the windows cleaned. The heating and cooling systems shall be in good
working order, as shall be all building systems that Lessee was responsible for. Lessee is
obligated to repair these should they be damaged by its tenancy. It is also responsible for
removal of any and all electrical, co-ax, voice and data lines, low voltage wiring and cabling, and
to dispose of this material at its own expense.
I
HOLDING OVER
24.0 If Lessee, with the implied or express consent of Lessor, shall hold over the expiration of
the term of this lease, Lessee shall remain bound by all of the covenants and agreements herein,
except that: (i) the tenancy shall be from month to month, and (ii) the minimum rent to be paid
by Lessee shall be 150% of the last rent amount. If Lessee and Lessor agree to terms for new
lease, the additional 50%that was paid during negotiations will be applied to future rents.
ESTOPPEL AFFIDAVIT
25.0 Lessee shall, at any time upon not less than ten(10) days'prior written notice from Lessor,
execute, acknowledge and deliver to Lessor, a statement in writing (a) certifying that this lease is
unmodified and in full force and effect(or, if modified, stating the nature of such modification
and certifying that this lease, as so modified is in full force and effect), and the date to which the
rental and other charges are paid in advance, if any; (b) acknowledging that there are not, to
Lessee's knowledge, any uncured defaults on the part of the Lessor hereunder, or specifying such
defaults if any are claimed; and(c) any other matters as the Landlord or its Lender may
reasonably request. Any such statement may be relied upon by any prospective purchaser or
encumbrancer of all or any portion, of the real property of which the premises are a part.
SALE OF PREMISES BY LESSOR
26.0 The Lessor shall have the right to any sale of the property described in Exhibit 'A', Lessor
shall be and is hereby relieved of all liability under any and all of its covenants and obligations
contained in or derived from this lease arising out of any act, occurrence or omission occurring
after the consummation of such sale; and the purchaser, at such sale or any subsequent sale of the
premises, shall be deemed, without any further agreement between the parties or their successors
in interest or between the parties and any such purchaser, to have assumed and agreed to carry
out all of the covenants and obligations of the Lessor under this lease.
NOTICE
27.0 Any notice required to be given by either party to the other pursuant to the provisions of
this lease or any law,present or future, shall be in writing and shall be deemed to have been duly
given or sent if either delivered personally or deposited in the United States mail,postage
prepaid, registered or certified, return receipt requested, addressed to the Lessor at the address set
forth on page 1 of this lease, except that, upon Lessee's taking possession of the leased premises,
the premises shall constitute Lessee's address for notice purposes, or to such other address as
either party may designate to the other in writing from time to time.
ENTIRE AGREEMENT
28.0 It is expressly understood and agreed by Lessor and Lessee that there are no promises,
agreements, conditions, understandings, inducements, warranties or representations oral or
written, expressed or implied, between them other than as herein set forth, and this lease shall not
be modified in any manner except by an instrument in writing and executed by the parties.
r V NOW,
BINDING ON HEIRS, SUCCESSORS AND ASSIGNS
29.0 The covenants and agreements of this lease shall be binding upon the heirs, executors,
administrators, successors and assigns of both parties hereto, except as herein above provided. It
is further acknowledged that the signor for the Lessee is authorized by the secretary of the
corporation to have full authority to execute this agreement.
NON-WAIVER OF BREACH
30.0 The failure of either party to insist on strict performance of any covenant or condition
hereof, or to exercise any option herein contained, shall not be construed as a waiver of such
covenant, condition, or option in any other instance. Consent by Lessor in any one instance shall
not dispense with the necessity of consent by Lessor in any other instance.
SUBORDINATION
31.0 This lease and the interest of Lessee hereunder shall be at all times subject to any and all
now effective or hereafter executed mortgages and/or deeds of trust which may now or hereafter
affect Lessor's estate in the real property of which the premises form a part and to all renewals,
modifications, replacements, or extensions thereof. Lessee shall promptly execute any
instruments which may be required to evidence such subordination.
The following exhibits are made a part of this lease by this reference:
EXHIBIT 'A': Legal Description
EXHIBIT 'B': Floor Plan
In witness whereof, the parties hereto have hereunto set their hands the date set forth below.
LESSEE:
Y � date.
its.
LESSOR:
b},:�'6� Q • Adate: �cD��
its: .
y� *fto f
STATE OF WASHINGTON
COUNTY OF ,-jos
I certify that I know or have satisfactory evidence that c'
signed this instrument and acknowledged it to be �_ _free and voluntary act for the
uses and purposes mentioned in the instrument.
dated:
SANDRA M. ORPHAN
C-NOTARY'PUBLIC, State of Washington STATE OF WASHINGTON
My appointment expires: /��//�. NOTARY PUBLIC
MY COMMISSION EXPIRES
09-22-13
STATE OF WASHINGTON
COUNTY OF ��'
I certify that I know or have satisfactory evidence th
signed this instrument and acknowledged it to be �.�- free and voluntary act for the
uses and purposes mentioned in the instrument.
dated: {
SANDRA M. ORPHAN
N Y PUBLIC, State ofWashington STATE OF WASHINGTON
My appointment expires: �' ;2 /3 NOTARY PUBLIC
MY COMMISSION EXPIRES
09-22-13
CONSULT YOUR ATTORNEY
THIS DOCUMENT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY
FOR HIS/HER REVIEW AND APPROVAI, PRIOR TO YOUR EXECUTION OF SAME. NO
REPRESENTATION OR RECOMMENDATION IS MADE BY PRIME LOCATIONS, INC.
OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT
OR TAX CONSEQUENCES OF THIS DOCUMENT, OR THE DOCUMENTS REFERRED
TO HEREIN, OR THE TRANSACTION RELATING THERETO. THESE ARE QUESTIONS
FOR YOUR ATTORNEY WITH WHOM YOU SHOULD CONSULT BEFORE SIGNING
THIS DOCUMENT.
EXHIBIT "A"
LEGAL DESCRIPTION
SCALE LL N 1/2 OF SEG. 7, AIN Trip. 23N., Me 05E., W.M.
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100 0 50 700 200 V
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BASISOFBEARINGS 15 N04'48'53"W ORIENTED IN THE WASHINGION COORDINA IL SY.""TEM NAD 83(1991)NORTH ZONE.
ALONG THE CENTER:INE OF THE RENTON AIRPORT RUNWAY, AS ESTABLISHED BY THF PIIBI.IC WORKS DFPARTMFNT RENTON
THAT POR17ON OF THE N 1/2 OF SECTION 7, TOWNSHIP 23 NORTH, RANGE 05 EAST, MUNICIPAL AIRPORT.
W.M. IN KING COUNTY WASHINGTON, DESCRIBED AS FOLLOWS, FIELD MEASUREMENTS FOR THIS MAP WERE PERFORMED WITH A LEICA 1201 TOTAL STATION INSTRUMENT, AND MEET OR
COMMENCING AT THE SOUTH QUARTER CORNER OF SAID SECTION 7, WHICH BEARS EXCEED A LINEAR CLOSURE OF 1:15,000 II
588'31'74"E,,327.35 FEET TO THE CENTERLINE OF TAXIWAY"A"; THENCE N04'48'S3"W 2483.39 FEET FROM THE SOUTHWEST QUARTER OF SAID SECTION 7; THENCE
k85'f1'07`EALL PRIMARY MEASUREMENT EOU!PM.ENT UTILIZED HAS BEEN COMPARED AND ADJUSTED TO A NAT?ONAL GEODETIC SURVEY ` I
ALONG SAID TAXIWAY'A, 1834.03 FEET; THENCE S85'11'07"W, 89.00 FEET TO TILE CALIBRATED BASELINE, 'WITHIN THE LAST YEAR.
POINT OF BEGINNING LEGEND
THENCE 585102'37"W, 245.40 FEET THENCE N10-08'22`W. 9.37 FEET,, THENCE
N84 U6'24'E, 19.79 FEED, THENCE NOS'32'08`W. 28.82 FEET,; THENCE S8523'03"W, 2'.41 - - BOUNDARY LINE
FEET: THENCE N07'30'79'W, 493.14 FEET THENCE N85'I0'50"£. 277.40 FEET; THENCE - CENTER, LINE RUNWAY
SO4-48'53"E,530.60 FEET TO THE POINT OF BEGINNING. - SECTION LINE 333111
CONTAINING APPROXIMATELY 136,846 SQUARE FEET OR 3.141 ACRES. LEASE CINE
■'O�1 FOUND QUARTER SECTION CORNER 4 f
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FOUND SECTION CORNER
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Renton Gateway Center
750 W. Perimeter Rd Renton, WA 98057
Street Side
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W H GF E D C B A
Runway Side