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HomeMy WebLinkAboutPermit 'Mort PAG-11-002 OPERATING PERMIT AND AGREEMENT between the City of Renton and ProFlight 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 ProFlight 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 99-002, executed on March 12, 1999, the City of Renton (Landlord) granted a lease of the subject premises to ProFlight Aviation, Inc, as Lessee, for the purpose of operating a Fixed Based Operation, which included the maintenance of aircraft, aircraft storage, flight training, aircraft leasing and the sale of aviation fuel (Jet A and 100LL). On Sj1 ?G' ;the entire ground lease (LAG 99-002) was assigned from ProFlight Aviation, Inc, to 540 Renton Hangar, LLC.(hereinafter "Lessee") 1.2. Thereafter, 540 Renton Hangar, LLC-(Lessee) sublet a portion of the subject premises to ProFlight Aviation, Inc., (Permittee) by sublease agreement, executed on Zan ZO!/ for the purpose of operating the existing fuel tank farm and fuel truck spill containment area (one Jet A and one 10OLL tank) located on a portion of the property leased under LAG 99-002, with the site address of 540 West Perimeter Road, Renton, WA 98057. 2. GRANT OF OPERATING PERMIT: 2.1. Description of Premises: The Premises leased by ProFlight Aviation, Inc. the Permittee, is described in Exhibit A. 2.2 Common Areas: Permitee, 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, 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 Permittees business on the Premises and, except, during construction activities occurring on the taxiways, runway or weather related events, Permittor shall ensure that OPERATING PERMIT 1 City of Renton to ProFlight Aviation, Inc ORIGINAL Oper Permit Agreement Final ,%W NOW Permittee and its representatives, subtenants, assignees, agents, invitees, and licensees have direct access to the taxiways and runway at all times during the Term, 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 Lessee and will use its best reasonable efforts not to interfere with Permittee's use of the Premises, taxiway, or runway in addressing such emergency. For purposes of this provision, an "emergency" is a condition that presents an imminent threat of bodily injury to or death of any person or loss of or significant damage to any property. 3. CONDITIONS: 3.1. Specific Conditions: This Operating Permit, and Permittee's rights and permitted uses under this Operating Permit, are subject to the following: 3.1.1 Easements, restrictions and reservations of record; 3.1.2 The Airport Regulations and Minimum Standards pursuant to Section 8.5 below, including Permittor's standards concerning operation of aviation activities from the Airport; and 3.1.3 All such non-discriminatory charges and fees for use of the Airport as may be established from time to time by Permittor as set out in Section 5.3 of this Operating Permit. 3.2. No Conveyance of Airport: This Operating Permit shall in no way be deemed to be a conveyance of the Airport, and shall not be construed as providing any special privilege for any public portion of the Airport except as described herein. 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 leased 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 Z City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final 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 ProFlight Aviation, Inc is for a period of seven (7) years and seven(7) months commencing on January 1, 2011 and terminating on July 31, 2018. 4.2. Extended Term: After the Initial Term, the Extended Term of the sublease to ProFlight Aviation is for a period of two five (5) years extensions commencing on August 1, 2018 and terminating on July 31, 2028. 4.3. Permit Term: The term of this Operating Permit is seven (7) years and seven (7) months and may be extended to include any Extended Term as may be in effect between 540 Renton Hangar, LLC (Lessee) and Permittor AND between 540 Renton Hangar, LLC (Lessor) and ProFlight 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 or Extended Term of this Operating Permit and Agreement. In no event will the term of the Operating Permit and Agreement be extended beyond July 31, 2028. 5. RENTAL: 5.1. Rent on lease: As rental for the premises described in LAG 99-002 and addenda thereto, Lessee has agreed to pay Permittor$0.62/sq ft/year on 35,595 square feet or twenty two thousand sixty eight dollars and ninety cents ($22,068.90) per year or a monthly rental in the sum of one thousand eight hundred thirty nine dollars and seven cents ($1,839.08) OPERATING PERMIT 3 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final throughout the twelve (12) month period commencing on August 1, 2010 which does not include leasehold excise tax. The Rental amount set out herein is subject to Periodic Rental Adjustments as set out in Lease LAG 99-002. 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 $0.62/sq ft/year on 9,643 square feet or five thousand nine hundred seventy eight and sixty six cents ($5,978.66) per year or a monthly rental in the sum of four hundred ninety eight dollars and twenty two cents ($498.22) throughout the twelve (12) month period commencing on January 1, 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 99-002 and addenda thereto, pay said rent, when due. In the event neither the Lessee nor Permittee pay said rent, then the Permittor may terminate this permit with ten (10) days notice. 5.3. Other Charges: Permittee further agrees to pay, in addition to the rental specified and other charges hereinabove defined, all fees and charges now in effect or hereafter levied or established by Permittor, or its successors, or by any other governmental agency or authority, being or becoming levied or charged against the premises, structures, business operations, or activities conducted by or use made by Permittee of, on, and from the leased premises which shall include, but not be limited to, all charges for light, heat, gas, power, garbage, water and other utilities, Aircraft Rescue and Fire Fighting services or services rendered to said premises. In the event Lessee fails to pay the other charges identified in this Section 5.3.,then Permittee may, whether Permittee subleases all or part of Lessee's Airport leasehold interest as described in LAG 99-002 and addenda thereto, pay said other charges, when due. In the event neither the Lessee nor 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 99-002 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 the 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 99-002 and addenda, 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 the Lessee nor the Permittee pay OPERATING PERMIT 4 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final 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 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 a fuel tank farm necessary for ProFlight Aviation's fixed base operation in accordance with the Airport Regulations and Minimum Standards pursuant to Section 8.5 below: 8.1.2. Aircraft storage in accordance with the Airport Regulations and Minimum Standards pursuant to Section 8.5 below: 8.2. Continuous Use: Permittee covenants that the premises shall be continuously used for those purposes during the term of the 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. OPERATING PERMIT S City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final ,4ftW *40e 8.3. Non-Aviation Uses Prohibited: Permittee agrees that, except as expressly provided above, the Premises may not be used for uses or activities that are not related, directly or indirectly, to aviation. 8.4. Signs: No advertising matter or signs shall be at any time displayed on the subleased premises or structures without the written approval of Permittor, which will not be unreasonably withheld. One sign, of the type and dimensions specified by the Airport Manager, shall be permitted to be displayed on the Rainier and Airport Way entrance fences through the termination date of this 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 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: Tenant shall not permit any waste, damage, or injury to the Premises or improvements thereon, nor allow the maintenance of any nuisance thereon, nor the use thereof for any illegal purposes or activities. 8.7. 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 tenant 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 Permittor that Permittee's intended use of the Premises does not and will not involve the use, production, disposal or bringing on to the Premises of any hazardous substance, hazardous material, waste, pollutant, or contaminant, as those terms are defined in any federal, state, county, or city law or regulation (collectively, "Hazardous Substances") other than fuels, lubricants and other products which are customary and necessary for use in Permittee's.ordinary course of business, provided that such products are used, stored and disposed of in accordance with applicable laws and manufacturer's and supplier's guidelines. Permittee shall promptly comply with all laws and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup by Permittee of OPERATING PERMIT 6 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final N„r ftoe 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 are improperly used, released or disposed on the Premises by the act of any third party. 9.3. Compliance Notification: In the event of non-compliance by Permittee, after notice to Permittee and a reasonable opportunity for Permittee to effect such compliance, Permittor may, but is not obligated to, enter upon the Premises and take such actions and incur such costs and expenses to effect such compliance with laws as it deems advisable to protect its interest in the Premises, provided, however that Permittor shall not be obligated to give Permittee notice and an opportunity to effect such compliance if(i) such delay might result in material adverse harm to the Premises or the Airport, or (ii) an emergency exists. Permittee shall reimburse Permittor for the full amount of all costs and expenses incurred by Permittor in connection with such compliance activities and such obligation shall continue even 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 any other federal, state, county or municipal laws, in the event of a release of or disposition of any Hazardous Substances in, on or under the Premises during the Term that were caused by Permittee. Permittee shall defend, indemnify and hold harmless Permittor from any obligation or expense, including, but not limited to, fees incurred by the Permittor for attorneys, consultants, engineers, damages, environmental resource damages, and remedial action under R.C.W. Chapter 70.105D, 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 R.C.W. Chapter 70.105D, or other federal, state, county or municipal laws, nor shall Permittee have any other liability or responsibility of any kind, in the event of the presence, release, or disposition of any Hazardous Substance on, in, or under the Premises unless such presence, release, or disposition of any Hazardous Substance was caused by Permittee. Permittor shall defend, indemnify and hold harmless Permittee, and their directors, officers, agents, employees, and contractors (collectively, "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 R.C.W. Chapter 70.105D or other Remediation, arising from or in OPERATING PERMIT 7 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final ;4401 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. If such third arbitrator has not been selected or if such third arbitrator has not accepted such appointment within such thirty (30) day period, either Permittor or Permittee may apply to the head of the Seattle office of the American Arbitration Association to appoint said third arbitrator. The three arbitrators shall have thirty (30) days from the date of selection of the third arbitrator to reach a majority decision unless the time is extended by agreement of both parties. The decision of the majority of such arbitrators shall be final and binding upon the parties hereto. 10. MAINTENANCE: 10.1. Maintenance of Premises: The Premises and all of the improvements or structures thereon and authorized by the Permittor for use by the Permittee, shall be used and OPERATING PERMIT 8 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final 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. Maintenance, Repair and Marking of Pavement: Permittee shall be responsible for, and shall perform, the maintenance, repair and marking (painting) of pavement surrounding the buildings within and on the Premises. Such maintenance and repair shall include, as a minimum, crack filling, weed control, slurry seal and the replacement of unserviceable concrete or asphalt pavements, as necessary. To the degree the concrete and asphalt pavements are brought to FAA standards at any time during the Term of this Lease, Permittee shall maintain the concrete and asphalt pavements in such condition. 10.3. 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. 10.4. 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 invoice. 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 OPERATING PERMIT 9 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final r„r 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 performance bond in an amount equal to one and one-half(1-1/2) times the estimated cost of such improvements, to insure Permittor against liability for mechanics and materialmen's liens and to insure completion of the work. 11.3. Permittor May Make Improvements: Permittee agrees that Permittor may, at its option and at its expense, make repairs, alterations or improvements which Permittor may deem necessary or advisable for the preservation, safety, or improvement of utilities or Airport infrastructure on the Premises, if any. Permittor shall provide ten (10) days' advance notice of any such work and use reasonable efforts to not interfere with Permittee's use of the Premises during any such work. 11.4 Improvements: As further consideration for this Operating Permit, it is agreed that upon the expiration or sooner termination of the Term, all structures and any and all improvements of any character whatsoever (except the fuel storage tanks), installed on the Premises 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. OPERATING PERMIT 10 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final *awl `.✓ 11.5. Notification of Completion: Upon completion of capital improvements made on the Premises, it is the Permittee's responsibility to promptly notify Permittor of such completion. 12. ASSIGNMENT: 12.1. Assignment/Subletting: Permittee shall not voluntarily assignor encumber its interest in this Operating Permit or in the Premises, or sublease any part or all of the Premises, without Permittor's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any assignment, encumbrance or sublease 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. 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 Tenant's obligations under this Operating Permit accruing after the date of such assignment, to the same extent as if it were the original Tenant, and (b) in the case of a stock transfer, Transferee shall deliver a written acknowledgment that it shall continue to be bound by all the provisions of this Operating Permit after the transfer. Except in the case of an assignment of the full leasehold interest, any assignment permitted herein will not relieve Tenant of its duty to perform all the obligations set out in this 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 Tenant and concomitant transfer of ownership of said entity cause an extension of the Term of this Operating Permit. 12.2. Permitted Subletting: Notwithstanding the provisions of Section 12.1. above, Tenant may sublet portions of the Premises for the purpose of aircraft hangar storage and airplane tie-down space, 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 11 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final 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, subject to Permittor's rights under this Section, be unreasonably withheld, conditioned, or delayed), (iii) acknowledge that the assignee or subtenant will not violate the provisions of this Operating Permit, and (iv) in the case of any assignment, acknowledge that Permittor may enforce the provisions of this Operating Permit directly against such assignee. 12.4. 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 Tenant'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 or 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 Hazardous Substances) arises after Permittee'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 by Permittee, or a mutual cancellation by Permittor and Permittee, shall not work a merger and shall terminate all or any existing subleases or subtenancies. 13. DEFAULT: 13.1 Default: The occurrence of any of the following shall constitute a default by Permittee under this Operating Permit: 13.1.1. Failure to Comply with Airport Regulations and Minimum Standards: Failure to comply with the Airport Regulations and Minimum Standards, if the failure continues for a period of twenty-four (24) hours after notice of such default is given by Permittor to Permittee. OPERATING PERMIT 12 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final r„r fir+►' 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. 13.1.2. Other Defaults: 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 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. 13.2. 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 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 attempt to re-let the Premises at such rent and upon such conditions and for such a term, and to do 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 OPERATING PERMIT 13 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final **w *400": removed and stored in a public warehouse or elsewhere at the cost of and on the account of Permittee. In the event any such re-letting occurs, this Operating Permit shall terminate automatically upon the new Permittee taking possession of the Premises. Notwithstanding that Permittor fails to elect to terminate the Operating Permit 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 include 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 All 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 OPERATING PERMIT 14 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final N.r+r 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 Lease without hindrance, molestation, or injury. Permittee shall repair at its sole expense any 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: Permittee, at its expense, shall maintain in force during the Term a policy of special form causes of loss or all risk property insurance on all of Permittee's structures, alterations, improvements,trade fixtures, furniture and other personal property in, on or about the Premises, in an amount equal to at least their full replacement cost. Any proceeds of any such policy available to Permittee shall be used by Permittee for the restoration of Permittee's structures, alterations, improvements and trade fixtures and the replacement of Permittee's furniture and other personal property. Any portion of such proceeds not used for such restoration shall belong to Permittee. Permittee shall not be required to restore structures, alterations, improvements or trade fixtures if available insurance proceeds are not sufficient to do so. 18.2. Liability Insurance: Permittee, at its expense, shall maintain in force during the Term the following types of insurance (or equivalents): a policy of airport liability insurance (including premises liability, aircraft products and completed operations coverage, and hangar keepers liability coverage) with the following limits: Premises liability: $1,000,000 per occurrence, $2,000,000 annual aggregate; products and completed operations coverage: $1,000,000 per occurrence, $2,000,000 annual aggregate; hangar keepers liability: $1,000,000 each aircraft and, $1,000,000 per occurrence; storage tank liability insurance with limits of $1,000,000 per occurrence and $2,000,000 aggregate; operator of aircraft liability insurance in the amount of$1,000,000 per occurrence. Notwithstanding the foregoing, if any similarly situated Permittee at the Airport is required to carry insurance coverages or limits lower than those required under this Operating Permit, Permittee's insurance obligations shall be limited to those lower requirements, and Permittor shall provide reasonable information about insurance requirements applicable to other Permittees upon request. The limits of said insurance shall not, however, limit the liability of Permittee hereunder. Permittor shall be named as an additional insured on Permittee's airport liability insurance solely with respect to the operations of the named insured (i.e., Permittee), Permittee with that coverage being primary and non-contributory with any other policy(ies) carried by, or available to, Permittor. No such policy shall be cancelable or subject to reduction of coverage below the required limits except after forty-five (45) days' prior written notice to Permittor. 18.3. Insurance Policies: Insurance required hereunder shall be written by a company or companies authorized to do business in the State of Washington, rated A-VIII or better in the most recent edition of"Best's Insurance Guides." The Liability Insurance limits set out in Section 18.2 shall be subject to change every 6 years, to coincide with the rental adjustment OPERATING PERMIT 15 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final *rrr date. The new Liability Insurance limits shall be established by the then current limits being imposed by Permittor on Airport Permittees within the immediately preceding 6 years. Insurance required herein shall provide coverage on an occurrence basis, not a claims-made basis. Notice of increased minimum insurance coverage amounts shall be sent to the Permittee at least ninety (90) days prior to the annual renewal date of the Permittee's insurance. Prior to possession (but for the property insurance, upon the issuance of a certificate of occupancy),the Permittee shall deliver to Permittor documents, in a form acceptable to Permittor, evidencing the existence and amounts of such insurance. Permittee shall, not less than fourteen (14) calendar days prior to the expiration of such policies, furnish Permittor with evidence of renewal of such insurance, in a form acceptable to Permittor. 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 for insurance carried by Permittor attributable to any act or omission or operation of Permittee causing such increase in the cost of insurance. If Permittee shall fail to procure and maintain such insurance, then Permittor may, but shall not be required to, procure and maintain the same, and Permittee shall promptly reimburse Permittor for the premiums and other costs paid or incurred by Permittor to procure and maintain such insurance. 18.4. 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 or, in the case of Permittor, that would be covered under a property insurance policy for the full replacement value of any improvements owned by Permittor at the Airport. 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 OPERATING PERMIT 16 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final 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 approved by Permittor. 21. HOLDING OVER: If Permittee, without Permittor's prior consent, remains in possession of the Premises after expiration or termination of the Term, or after the date in any notice given by Permittor to Permittee terminating this Lease, such possession by Permittee shall be deemed to be a month-to-month tenancy terminable by Permittor by a notice given to Permittee at least thirty (30) days prior to the end of any such monthly period or by Permittee by a notice given to Permittor at least thirty (30) days prior to the end of any such monthly period. During such month-to-month tenancy, Permittee shall pay Rent in the amount then agreed to in writing by Permittor and Permittee. All provisions of this Operating Permit, except those pertaining to term, shall apply to the month-to-month tenancy. 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. 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: ProFlight Aviation 750 West Perimeter Road Renton, Washington 98057 24. DISCRIMINATION PROHIBITED: 24.1. Discrimination Prohibited: Permittee covenants and agrees not to discriminate against any person or class of persons by reason of race, color, creed, sex, national origin, or any other class of person protected by Federal or State law or the Renton City Code, in the use OPERATING PERMIT 17 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final rrr+ 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 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 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, including any obligation with respect to the return of any security deposit. 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 OPERATING PERMIT 18 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final *00le *4W10 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. 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. "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. OPERATING PERMIT 19 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final "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. 30.2. EXEMPTION OF PERMITTOR FROM LIABILITY: Permittor or Permittor's agents shall not be liable for injury to persons or to Permittee's business or loss of income therefrom or for damage which may be sustained by the person, goods, wares, merchandise or property of Permittee, its authorized representatives, or any other person in or about the Premises, caused by or resulting from (a) fire, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, (b) any defect in or the maintenance or use of the Premises, or any improvements, fixtures and appurtenances thereon, (c) the Premises or any improvements, fixtures and appurtenances thereon becoming out of repair, (d) the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, heating, ventilating or air conditioning or lighting fixtures of the Premises, (e) flooding of the Cedar River or other body of water, or from any other source whatsoever, whether within or without the Premises; or (f) any act or omission of any other tenant or occupant of the building in which the Premises are located, or their agents, servants, employees, or invitees, provided, that the foregoing exemption shall not apply to losses to the extent caused by Permittor's or its agents', contractors', or employees' negligence or willful misconduct. 30.3. Governing Law: This Operating Permit shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington. 30.4. Severability: Should any of the provisions of this Operating Permit be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this Operating Permit shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. 30.5. Jurisdiction and Venue: In the event any action is brought to enforce any of the provisions of this Operating Permit, the parties agree to be subject to exclusive in personam OPERATING PERMIT 20 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final 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. 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. This Section 30.12 is subject to the terms of Exhibit G hereto. 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 OPERATING PERMIT 21 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final `1.r °'✓ 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 22 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final *W0' PERMITTEE: PERMITTOR: Permittee THE CITY OF RENTON a Washington corporation L a Washington municipal 2 '-a'u'Q, /UAt" coration ProFlight Aviation, Inc By Diane Paholke Mayor, Denis Law its: Owner/Presi ent Date: // 1 ZD D Date: ATTEST: 1 Igo 11 By 6&X t G 4 Bonnie Walton, City Clerk Date: ZfA:r[,� ?; 020// 01 Appro d as to legal form: Lawrence J. Warren, City Attorney » r > Y _-_1 3. '1 V✓ .•wry�r OPERATING PERMIT 23 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final STATE OF WASHINGTON ) ss. COUNTY OF 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 k r s i cl -n Of to be the free and voluntary act of such r"1Zr—(- %-'Ifor the uses and purposes mentioned in the instrument. Dated this ` day ofei ��•'' sio•'''�0 = [Signature of Notary] .,7 [` u NOTq�{yA NL, AVBLk 'Print Name of Notary] .. /�A '"�•••+••�'' ; Notary Public in and for th State of F WAMA\1!+i1► Washington, residing at _a r My commission expires: 9,1�--)[ZK)iL{ STATE OF WASHINGTON ) ss. COUNTY OF_� ) certify that I know or have satisfactory evidence that is the person who a peared before me, and slh"cknowledged that s/he signed this instrument, on oath stated that he vias authorized to execute the instrument and acknowledged it as theAN " Of ' �A- s-. gin. a �`( -, ., o be the free and voluntary act of such fy\a,-i or- for the uses and purposes mentioned in the instrument. Dated this day of 2Q1 . till R Mo [Si nature f Notary] i � P. . . y`_� — ' U:�� OVARY N; p �„ [Print me of Notary] :0 Z � F'U0v .C/--```� Notary Public in and for th,"ate of lWashington, g residin at - -� .. O ,WPj�► My commission expires: �' hoi L4 STATE OF WASHINGTON ) ss. OPERATING PERMIT Zq City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final COUNTY OF ) I certify that I know or have satisfactory evidence that is the person who appeared before me,and s/he acknowledged that s/he signed this instrument, on oath stated that s/he was authorized to execute the instrument and acknowledged it as the of a .to be the free and voluntary act of such for the uses and purposes mentioned in the instrument. Dated this day of 201 [Signature of Notary] [Print Name of Notary] Notary Public in and for the State of Washington, residing at My commission expires: STATE OF WASHINGTON ) ss. COUNTY OF ) 1 certify that I know or have satisfactory evidence that is the person who appeared before me, and s/he acknowledged that s/he signed this instrument, on oath stated that s/he was authorized to execute the instrument and acknowledged it as the of a , to be the free and voluntary act of such for the uses and purposes mentioned in the instrument. Dated this day of 201 [Signature of Notary] [Print Name of Notary] Notary Public in and for the State of Washington, residing at My commission expires: EXHIBIT A OPERATING PERMIT 25 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final err' Sublease Map and Legal Description OPERATING PERMIT 26 City of Renton to ProFlight Aviation, Inc Oper Permit Agreement Final .SECPM 07, TQl ZMP 23 N, RANGE 05 E, W.M. KING COUNTY, WASHINGTON C-50, iONE INCH AT FULL SCALE, IF NOT ONE INCH SCALE ACCORDINGLY it O O I4 Paved I I II -- I Z SUB ATIN / I D SO4'49'4/'E a I II- _TJ (a I c) ZE \ IL r+ II`. Paved I 15.O '50 Ir «W :(Z)I •17.14' W� PRO-FLIGHT AVIATION a 540 W. PERIMETER• ROAD I I • W 586.4/'SB:E I� txt . +89.4e " .�.. .565 7019 00 z 133 55' { � co Olt 1 RENTON RUNWAY CENTERLINE STATION I O+ao SECTION 07, TOWNSHIP 23 N, RANGE 05 E, W M. \b�% KING COUNTY, WASHINGTON �'�- ONE INCH !�� AT FULL SCALE. IF NOT ONE INCE 5 SCALE ACCORDINGLY . 0 I � Paved 0 / 9"W 16.19 mamadoomto l9q — .0 SUB TATLN x r . , ,, 1 «_ % 3Z 79' SO 84�4/ E l -� =<c r Paved __ I • '79"E � ,303'30'56"£ I / 15.00'mw I L f 1714' 7 / W' PRO-FUGHT AVIATION / a 540 W. PERIMETER ROAD W� � 586'4/158"£ � x �. —S0,3•l8'02"W /1--, �1 11+f89 8.. err' `4.r' EXHIBIT A Sublease Description: COMMENCING AT THE INTERSECTION OF THE CENTERLINES OF RAINIER AVENUE NORTH AND AIRPORT WAY NORTH; THENCE ALONG THE CONTERLINE OF AIRPORT WAY NORTH SOUTH 870 30'17"EAST A DISTANCE OF 744.03 FEET TO THE INTERSECTION WITH THE SOUTHERLY PRODUCTION OF THE CENTERLINE OF RENTON MUNICIPAL AIRPORT RUNWAY; THENCE NORTH 04'49'43"WEST ALONG SAID RUNWAY CENTERLINE A DISTANCE OF 294.74 FEET TO A POINT REFERRED TO AS STATION 0+00; THENCE NORTH 040 49'43"WEST A DISTANCE OF 1,489.48 FEET; THENCE SOUTH 850 10'17"WEST A DISTANCE OF 375.00 FEET; THENCE NORTH 04 049'41" WEST,A DISTANCE OF 300.91 FEET TO TRUE POINT OF BEGINNING. THENCE SOUTH 840 52'39"WEST,A DISTANCE OF 43 FEET; THENCE SOUTH 040 49'41"EAST,A DISTANCE OF 20 FEET;THENCE SOUTH 84°52'39" WEST,A DISTANCE OF 58.02 FEET;THENCE SOUTH 040 49'41"EAST,A DISTANCE OF 51.1 FEET; THENCE SOUTH 850 10'19"WEST,A DISTANCE OF 16.19 FEET; THENCE SOUTH 020 42'03"EAST, A DISTANCE OF 32.03 FEET; THENCE NORTH 850 10'19" EAST A DISTANCE OF 117.21 FEET; THENCE NORTH 04° 49'41"WEST,A DISTANCE OF 103 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 9643 SQUARE FEET,MORE OR LESS.