HomeMy WebLinkAboutPermit PAG-04-004
OPERATING PERMIT AND AGREEMENT
between the City of Renton and
Ace Aviation, Inc.
THIS IS A PERMIT TO OPERATE AN AVIATION RELATED ACTIVITY UPON
THE RENTON MUNICIPAL AIRPORT AND AGREEMENT between THE CITY OF
RENTON, a Washington municipal corporation ("Permittor"), and Ace Aviation, a Washington
corporation ("Permittee").
IN CONSIDERATION of the covenants and agreements hereinafter set forth, the parties
agree as follows:
1. ACKNOWLEDGEMENT OF SUB-LEASE: Pursuant to Lease agreement LAG-003-
86, the City of Renton (Lessor) granted a lease of the subject premises to John, Julie and
Terrance Lien, as Lessee, for the purpose of aircraft rebuilding and maintenance, aircraft
modification, light manufacturing, engineering and sales, storage of aircraft parts, employee and
customer parking and tiedown and storage of aircraft.
Thereafter, John, Julie and Terrance Lien assigned the subject lease to Bosair, LLC.
Lessor consented to this assignment in an agreement between Lessor and Bosair, LLC, entitled
"Landlord's Consent to Assignment and Encumbrances," dated March 26, 2001.
Thereafter, Bosair, LLC (Lessee) sublet the subject premises to Ace Aviation, (Permittee)
by Commercial Lease Agreement, effective April 1, 2004, for the purpose of operating an
aviation maintenance and related aircraft associated business for the benefit of the public.
1.1. Legal Description: The premises leased by Ace Aviation, the Permittee, is
described in the sub-lease as:
See Exhibit"A" attached hereto, which is incorporated by this reference.
SUBJECT TO:
(1) Easements, restrictions and reservations of record and as further set forth
herein;
(2) Such rules and regulations as now exist or may hereafter be promulgated
by the Permittor from time to time, including the Airport's Minimum
Standards which are incorporated herein by this reference, and Permittor's
ORIGINAL
OPERATING PERMIT AND AGREEMENT 1
City of Renton to Ace Aviation,Inc.
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standards concerning operation of public aviation service activities from
the Airport; and
(3) All such non-discriminatory charges and fees for such use as may be
established from time to time by Permittor; and
TOGETHER WITH the privilege of Permittee to use the public portion of the
Airport, including runway and other public facilities provided thereon, on a
non-exclusive basis.
1.2. No Conveyance of Airport: This Operating Permit and Agreement 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 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.
1.3. 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 Federal Aviation Administration. It is
expressly agreed that the Permittee also accepts and will hold and use this lease and the Premises
subject thereto and to all contingencies, risks, and eventualities of or arising out of the foregoing,
and if this lease or the period thereof or any terms or provisions thereof be or become in conflict
with or impaired or defeated by any such legislation, rules, regulations, contingencies or risks,
the latter shall control and, if necessary,modify or supersede any provision of this lease affected
thereby, all without any liability on the part of or recourse against the Permittor in favor of
Permittee,provided that Permittor does not exceed its authority under the foregoing legislation,
rules and regulations.
1.4. Future Development/Funding: Nothing in this lease contained 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 Airport.
2. TERM OF LEASE, SUBLEASE AND OPERATING PERMIT:
OPERATING PERMIT AND AGREEMENT 2
City of Renton to Ace Aviation,Inc.
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2.1. Initial Term: The term of the Ace Aviation sublease is for a period of six years
and 9 months (6.75 years) commencing on April 1, 2004 and terminating on December 31, 2010.
2.3. Permit Term: The term of this Operating Permit is six years 9 months (6.75
years) commencing on April 1,2004, renewable upon written application at least ninety(90) days
prior to the date of expiration. This renewal is not automatic and the City of Renton is not
obligated to renew this permit.
3. RENTAL:
3.1. Rent on lease: As rental for the premises described in LAG 003-86, Bosair, LLC
(Lessee) has agreed to pay the City of Renton (Permittor) a monthly rental currently in the sum of
$930.52 throughout the five (5) year period commencing on June 1, 2000.
3.2. Rent on sublease: As rental for the premises described in paragraph 1, above, during
the term of this permit, Ace Aviation(Permittee) has agreed to pay Bosair, LLC (Lessee) a
monthly rental in the sum of$3,230 and 31/100 Dollars ($3,230.31) throughout the 81 month
period commencing on April 1, 2004. In the event Lessee fails to pay the rent identified in
paragraph 3.1, then Permittee may, whether Permittee subleases all or part of Lessee's Airport
leasehold interest as described in LAG 003-86,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.
3.3. 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 or services rendered to said premises.
3.4. 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 003-86,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.
4. PAYMENT OF UTILITIES AND RELATED SERVICES.
4.1. Whether Permittee subleases all or part of Lessee's Airport leasehold interest as
described in LAG 003-86, and 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
OPERATING PERMIT AND AGREEMENT 3
City of Renton to Ace Aviation,Inc.
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or on the Premises when due. In the event neither the Lessee nor the Permittee pay said utility or
service charges, then the Permittor may terminate this Permit with ten(10) days notice.
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.
5. PERMITTEE'S ACCEPTANCE OF PREMISES.
5.1. General 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.
6. PURPOSE AND USE::
6.1. Use of Premises: The Premises are leased to the Permittee for the following
described purpose:
6.1.1. The operation of Aviation Maintenance in accordance with the Minimum
Standards for the operation of this type of commercial aeronautic activity at the Renton
Municipal Airport
6.2. 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.
6.3. 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.
6.4. Sighs: No advertising matter or signs shall be at any time displayed on the leased
premises or structures without the written approval of Permittor, which will not be unreasonably
OPERATING PERMIT AND AGREEMENT 4
City of Renton to Ace Aviation,Inc.
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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.
6.5. 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's 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.
6.6. Waste, Nuisance, Illegal Activities: Permittee covenants that he will 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.
6.7. Increased Insurance Risk: Permittee will 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.
7. Hazardous Waste:
7.1. Permittee's Representation and Warranty: In particular, Permittee represents and
warrants to the Permittor that Permittee's use of the Premises will not involve the use of any
hazardous substance (as defined by R.C.W. Chapter 70.105D, as amended), other than fuels,
lubricants and other products which are customary and necessary for use in Permittee's ordinary
course of business.
7.2. Standard of Care: Permittee agrees to use a high degree of care to be certain that no
such hazardous substance is improperly used, released or disposed on the Premises during the
term of this lease by Permittee, its agents or assigns, or is improperly used, released or disposed
on the premises by the act of any third party.
7.3. Indemnity: The parties agree that 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
legislation, in the event of a release of or disposition of any such hazardous substance on, in, or at
the Premises, and not caused by Permittor, during the term of this Permit. Permittee agrees to
indemnify and hold harmless the Permittor from any obligation or expense, including fees
incurred by the Permittor for attorneys, consultants, engineers, damages, including environmental
resource damages, etc., arising by reason of the release or disposition of any such hazardous
substance upon the Premises not caused by Permittor, including remedial action under R.C.W.
Chapter 70.105D, during the term of this Permit.
7.4. Dispute Resolution: In the event of any dispute between the parties concerning
whether any release of or disposition of any such hazardous substance on, in or at the premises
OPERATING PERMIT AND AGREEMENT 5
City of Renton to Ace Aviation,Inc.
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(a) occurred during the term of this lease, or(b)was caused by Permittor, 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 upon an arbitration
award within a period of thirty(30) days after such appointment, shall select a third arbitrator.
The third arbitrator shall be an engineer with experience in the identification and remediation of
hazardous substances. The arbitrators shall make their decision in writing within sixty(60) days
after their appointment, unless the time is extended by the agreement of the parties. The decision
of a majority of the arbitrators shall be final and binding upon the parties. Each party shall bear
the cost of the arbitrator named by it. The expenses of the third arbitrator shall be borne by the
parties equally.
8. MAINTENANCE:
8.1. 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.
8.2. Removal of Snow/Floodwater/Mud: Permittee shall be responsible for removal of
snow and/or floodwaters or mud deposited therefrom from the Premises and those areas of the
Sublessor 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.
8.4. Permittor May Perform Maintenance: If Permittee fails to perform Permittee's
obligations under this Paragraph, 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 and payable as additional rental to Permittor
together with Permittee's next rental installment.
9. ALTERATIONS.
9.1. Protection from Liens: Before commencing any work relating to alterations,
additions and improvements affecting the Premises, Permittee shall notify Permittor in writing of
the expected date of commencement thereof. Permittor shall then have the right at any time and
from time to time to post and maintain on the Premises such notices as Permittor reasonably
deems necessary to protect the Premises and Permittor from mechanics' liens, materialmen's liens
or any other liens. In any event, Permittee shall pay when due, or bond around, all claims for
labor or materials furnished to or for Permittee at or for use in the Premises. Permittee shall not
OPERATING PERMIT AND AGREEMENT 6
City of Renton to Ace Aviation,Inc.
permit any mechanics'or materialmen's liens to be levied against the Premises for any labor or
material furnished to Permittee or claimed to have been furnished to Permittee or to Permittee's
agents or contractors in connection with work of any character performed or claimed to have
been performed on the Premises by or at the direction of Permittee.
9.2. 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.
9.3. Permittor May Make Improvements: Permittee agrees that Permittor, at its option,
may at its own expense make repairs, alterations or improvements which Permittor may deem
necessary or advisable for the preservation, safety or improvement of the Premises or
improvements located thereon, if any.
9.4. 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.
10. ASSIGNMENT:
10.1. Assignment/Subletting: The sublease or any part thereof shall not be assigned by
Permittee,by operation of law or otherwise, nor shall the premises or any part thereof be sublet
without the prior written consent of Permittor, which consent shall not be unreasonably withheld.
If Permittee is a corporation, the transfer of a majority of Permittee's stock shall constitute an
assignment for purposes of this paragraph.
11. 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.
12. SURRENDER OF PREMISES: Permittee shall quit and surrender the premises at
the end of the term in as good a condition 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 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,
13. INSURANCE:
OPERATING PERMIT AND AGREEMENT 7
City of Renton to Ace Aviation,Inc.
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13.1. 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 insured peril, or for
the loss of any articles by burglary, theft or any other cause from or upon the Premises. It is
acknowledged that Permittor does not cover any of the personal property of Permittee,
Permittee's invitees or other persons upon the Premises through its insurance. Permittee, its
invitees and other persons upon the Premises are solely responsible to obtain suitable personal
property insurance.
13.2. Liability Insurance. The Permittee agrees to maintain in force during the term of
this Permit a policy of comprehensive public liability and property damage insurance written by a
company authorized to do business in the State of Washington against any liability arising out of
the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto.
The limits of liability shall be in an amount of not less than $1,000,000.00 for injury to or death
of one person in any one accident or occurrence and in an amount of not less than $1,000,000.00
for injury to or death of more than one person in any one accident or occurrence, and of not less
than $1,000,000.00 for property damage. The limits of said insurance shall not, however, limit
the liability of Permittee hereunder. The insurance policy shall have a Landlord's Protective
Liability endorsement attached thereto.
13.3. Insurance Policies: Insurance required hereunder shall be written in companies
acceptable to Permittor and rated A-10 or better in "Best's Insurance Guides". Coverage's shall
be submitted on forms prescribed by Permittor. 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. No such policy shall be cancelable or subject
to reduction of coverage or other modification except after thirty(30) days'prior written notice to
Permittor. Permittee shall, not less than thirty(30) days prior to the expiration of such policies,
furnish Permittor with renewals or "binders" therefor. 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.
14. 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.
OPERATING PERMIT AND AGREEMENT 8
City of Renton to Ace Aviation,Inc.
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15. INDEMNITY: Permittee covenants to indemnify and save harmless Permittor
against any and all claims arising from 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 lease term, or arising from any act or negligence of the Permittee or any of its agents,
contractors,patrons, customers, or employees, or 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 lease 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.
16. 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 003-86 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.
17. 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 lease shall be construed to be a waiver of any succeeding breach of the same
covenant, agreement, stipulation, or condition, or a breach of any other covenant agreement,
stipulation, or condition.
18. NOTICES: All notices under this lease shall be in writing and delivered in person,
with receipt therefor, or sent by certified mail, to the following addresses:
a) For the City of Renton: b) For the Permittee:
Airport Manager Ace Aviation
616 West Perimeter Road 289 East Perimeter Road
Renton, Washington 98055 Renton, Washington 98055
19. DISCRIMINATION PROHIBITED:
19.1. 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 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
OPERATING PERMIT AND AGREEMENT 9
City of Renton to Ace Aviation,Inc.
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reasonable and non-discriminatory discounts, rebates, or other similar types of price reductions to
volume purchasers.
19.2. 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 lease is subject to 49 C.F.R. Part 23, as applicable. No person shall be
excluded from participation in, denied the benefits of or otherwise discriminated against in
connection with the award and performance of any contract, including leases covered by 49
C.F.R. Part 23, on the grounds of race, color, national origin or sex.
19.3. Application to Sub-leases: Subject to the provisions of Paragraph 10 of this
Permit, Permittee agrees that it will include the above clause in all assignments of this lease or
sub-leases, and cause its assignee(s) and sub-lessee(s) to similarly include the above clause in
further assignments or sub-leases.
20. FORCE MAJEURE: In the event that either party hereto shall be delayed or
hindered in or prevented from the performance of any act required hereunder by reason of strikes,
lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental
laws or regulations, riots, insurrections, war, or other reason of like nature not the fault of the
party delayed in performing work or doing acts required under the terms of this Lease, then
performance of such act shall be extended for a period equivalent to the period of such delay.
The provisions of this paragraph shall not, however, operate to excuse Permittee from the prompt
payment of rent, or any other payment required by the terms of this Permit, to be made by
Permittee.
21. CAPTIONS: Article and paragraph captions are not a part hereof.
22. ENTIRE AGREEMENT: This Permit contains all agreements of the parties with
respect to any matter mentioned herein. No prior agreement or understanding pertaining to any
such matter shall be effective. This Permit may be modified in writing only, signed by the parties
in interest at the time of the modification. In the event of conflict between the terms of this
Permit and the sublease agreement between Permittee and Lessee, the terms of this Permit
supersede.
23. 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.
24. CORPORATE AUTHORITY: If Permittee is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that he is duly
authorized to execute and deliver this Permit on behalf of said corporation in accordance with a
duly adopted resolution of the Board of Directors of said corporation and in accordance with the
Bylaws of said corporation, and that this Permit is binding upon said corporation in accordance
with its terms.
OPERATING PERMIT AND AGREEMENT 10
City of Renton to Ace Aviation,Inc.
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25. 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 Permit and arising out of any act, occurrence or omission
occurring after the consummation of such sale, conveyance,transfer or assignment.
26. ARBITRATION: In the event of any dispute between the parties concerning whether
or not there has been a breach or default of the Operating Permit and Agreement or dispute as to
the remedy selected by the City, then the parties shall submit the dispute to binding arbitration
upon demand by either party. Each party shall select one (1) arbitrator within thirty (30) days.
The two (2) selected arbitrators, if unable to agree upon an arbitration award within thirty (30)
days shall select a third arbitrator. The arbitrators shall make a decision within sixty(60) days of
their appointment, unless the time is extended by 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 equally by
the parties.
PERMITTEE: PERMITTOR:
Ace Aviation, Inc. THE CITY OF RENTON
a Washington corporation a Washington municipal corporation
By
its: Kathy eolker-Wheeler, Mayor
Date: 12
ATTEST: � //
�07L1?.I.LV ( dat 66
Bonnie Walton, City Clerk
Date:
Approv to legal form:
G �
City Attorney
Lawrence J. Warren
OPERATING PERMIT AND AGREEMENT 11
City of Renton to Ace Aviation,Inc.
PAG-04-004
Commercial Lease Agreement
Bosair LLC.to Ace Aviation,Inc
THIS IS A LEASE AGREEMENT, dated April 1', 2004, between Bosair LLC, ("Lessor"), and
Ace Aviation,Inc. a Washington corporation("Lessee")IN CONSIDERATION of the covenants
and agreements hereinafter set forth,the parties agree as follows:
1. Premises: Lessor hereby leases to Lessee the property located at 289 E Perimeter
RD,Renton,WA. 98055.
2. TERM: The term of this lease shall be for a 10 years and 9 months (10.9) year
period commencing on April 1'2004 and terminating on December 31"2010.
3. RENTAL:
3a. Initial Rental: As rental for the above-described premises through December 31'
2010, Lessee shall pay unto Lessor a monthly rental in the sum of$3230 and 31/100 Dollars
($3230.31), plus Leasehold Excise Tax as described in Paragraph 3f. below, payable promptly in
advance on the first day of each and every month. Lessee covenants that
Ace Aviation, Inc. shall make all monthly rental payments to the Lessor on behalf of all
condominium association members. All such payments shall be made to Bosair, LLC 289
Perimeter RD E,Renton, Washington 98055.
3b. Rental Adjustment Date: Effective as of April 1st 2004, the starting date of this
lease, and every three (3) years thereafter, said rental rate as herein specified shall be, readjusted
by and between the parties to be effective for each ensuing three(3)year period
3c. Use of Consumer Price Index-Urban: Lessor and Lessee do hereby further agree
that the Consumer Price Index information to be used for rental adjustments shall be the
Consumer Price Index-Urban(CPI-U)then in effect for all urban consumers, as published by the
IUS Department of Labor for the Seattle-Tacoma Metropolitan Area.
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3d. Late Payment Charge: It is hereby further agreed that if such rental is not paid
before the 10th of each month then there will be added a late payment charge of 5% per month
for each month of delinquency until paid. It is agreed that this late payment charge is a reasonable
estimate of the increased costs to the city of the staff effort to monitor and collect late payments,
as well as related city expenses due to such late payment. If any check received by Lessor is
returned unpaid for any reason, Lessor reserves the right to make an additional charge up to the
maximum amount allowed by law.
3e. Attorneys Fees/Collection es: Should it be necessary to refer this lease to an
attorney for Collection or other court action involving breach of lease, occupancy after
termination, or enforcement or determination of any other right and/or duty under this lease,then
it is agreed that the prevailing party shall be entitled to recover its reasonable attorney's fees and
costs of litigation as established by the court. If the matter is not litigated or resolved through a
lawsuit, then any attorney's fees expenses for collection of past-due rent or enforcement of any
right or duty hereunder shall entitle the city to recover, in addition to any late payment charge,
any costs of collection or enforcement,including attorney's fees.
3£ Other Charges: Lessee further agrees to pay,in addition to the rentals hereinabove
specified and other charges hereinabove defined, all fees and charges now in effect or hereafter
levied or established by Lessor, 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 Lessee 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 or services rendered to said premises.
4. LEASEHOLD EXCISE TAX: Lessee hereby agrees and covenants to pay unto
Lessor that certain leasehold excise tax as established by RCW Chapter 82.29A, as amended, or
any replacement thereof, which tax shall be in addition to the stipulated monthly rental and shall
be paid separately to the Director of Finance, City of Renton, at the same time the monthly rental
is due. 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 this lease or the
leasehold estate,then Lessee agrees and covenants to pay said tax or charge,when due. Such tax
or charge shall be in addition to the regular monthly rentals.
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5. PAYMENT OF UTILITIES AND RELATED SERVICES. Lessee shall.pay for
all light, heat, gas, power, garbage, water, sewer and janitorial service used in the Premises.
Lessor 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 Lessor's
Control, shall be deemed a breach of the Lease or as an eviction of Lessee,or relieve Lessee from
any of its obligations hereunder.
6. LESSEE'S ACCEPTANCE OF PREMISES.
6a. General Acceptance of Premises: By occupying the Premises, Lessee formally
accepts the same in AS IS condition, and acknowledges that the Lessor has complied with all the
requirements imposed upon it under the terms of this Lease with respect to the condition of the
Premises at the commencement of this term. Lessee 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 Lease subject thereto and to all matters
disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor
nor Lessor's agent has made any representation or warranty as to the suitability of the Premises
for the conduct of Lessee's business or use. Except as otherwise provided herein,Lessor warrants
Lessee's right to peaceably and quietly enjoy the premises without any disturbance from Lessor,or
others claiming by or through Lessor.
7. PURPOSE: The premises are to be used for the pupose of aviation maintenance
and related aircraft associated business, and for no other purpose without the written concent of
Lessor. Lessee shall nor permit anything to be done, in or about the premises,which will increase
the existing reste of or affect, any policy of fire or other insurance upon the budding or its
contents, because a cancellation of any insurance policy; or interfere with the rights of other
tentants of the building or injure or annoy them, or use the premises for any unlawful purpose.
Lessee shall not cause or permit any nuisance in,on or about the premises.
7a. Hazardous Waste: Lessee covenants that he will 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.
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8. �NANCE:
8a. Maintenance of Premises: The Premises and all of the improvements or structures
thereon shall be used and maintained by Lessee in a neat, orderly, and sanitary manner. Lessor
shall not be called upon to make any improvements, alteration, or repair of any kind upon the
Premises. Lessee is responsible for the c1pan-up and proper disposal at reasonable and regular
intervals of rubbish, trash, waste and leaves upon the Premises, including that blown against
fences bordering the Premises, whether as a result of the operation of Lessee's aircraft tie-down
storage activities or having been deposited upon the Premises from other areas
8b. Removal of Snow/Floodwater/Mud: Lessee shall be responsible for removal of
snow and/or floodwaters or mud deposited therefrom from the Premises, with the disposition
thereof to be accomplished in such a manner so as to not interfere with or increase the
maintenance activities of Lessor upon the public areas of the Airport.
8c. Repair of Personal Property: It is further agreed that all personal property on the
Premises shall be used at the risk of Lessee only, and that Lessor or Lessor's agents shall not be
liable for any damage either to persons or property sustained by Lessee or other persons due to
the Premises or improvements thereon becoming out of repair.
8d. Lessor May Perform Maintenance: If Lessee fails to perform Lessee's obligations
under this Paragraph, Lessor may at its option (but shall not be required to) enter the Premises,
after thirty (30) days' prior written notice to Lessee, and put the same in good order, condition
and repair, and the cost thereof together with interest thereon at the rate of twelve(12%)percent
per annum shall become due and payable as additional rental to Lessor together with Lessee's next
rental installment.
9. ALTERATIONS.
9a. Lessor's Consent Required: Lessee will not make any alterations, additions or
improvements m or to the Premises without the written consent of Lessor first having been
obtained.
9b. Protection from Liens: Before commencing any work relating to alterations,
additions and improvements affecting the Premises, Lessee shalt notify Lessor in writing of the
expected date of commencement thereof. Lessor shall then have the right at any time and from
time to time to post and maintain on the Premises such notices as Lessee reasonably deems
necessary to protect the Premises and Lessor from mechanics' liens, materialmen's liens or any
other liens. In any event,Lessee shall pay,when due,all claims for labor or materials furnished to
or for Lessee at or for use in the Premises. Lessee shall not permit any mechanics' or
materialmen's liens to be levied against the Premises for any labor or material furnished to Lessee
or claimed to have been furnished to Lessee or to Lessee's agents or contractors in connection
with work of any character performed or claimed to have been performed on the Premises by or
at the direction of Lessee.
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9d. Lessor May Make Improvements: Lessee agrees that Lessor,at its option,may at
its own expense make repairs, alterations or improvements which Lessor may deem necessary or
advisable for the preservation, safety or improvement of the Premises or improvements located
thereon, if any.
10. LIMITATION UPON LESSOR'S LIABILITY. Lessor 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 Lessee or other occupants of the building, or their
agents, servants,employees or invitees thereof.
11. HOLD HARMLESS: Lessee covenants to indemnify and save harmless Lessor
against any and all claims arising from 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
lease term, or arising from any act or negligence of the Lessee or any of its agents, contractors,
patrons, customers, or employees, or 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 lease 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 Lessor by reason of any such claim, except such claims arising
directly or indirectly out of Lessor's sole act or omission.
12. ASSIGNMFENT:
12a. Assigmnent/Subl9ft: This lease or any part hereof shall not be assigned by
Lessee, by operation of law or otherwise, nor shall the premises or any part thereof be sublet
without the prior written consent of Lessor, which consent shall not be unreasonably withheld,
subject to Lessor's receipt of commercially reasonable evidence that the proposed assignee or
subtenant is in a financial condition to undertake the obligations of this lease, and, in the event of
assignment, Lessor's receipt of an affidavit from the proposed assignee stating that it has
examined this lease and agrees to assume and be bound by all of Lessee's obligations under this
lease, to the same extent as if it were the original Lessee. If Lessee is a corporation, the transfer
of a majority of Lessee's stock shall constitute an assignment for purposes of this paragraph.
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12b. Subee M: Lessee may sublet portions of the Premises for the purpose of aircraft
ar storage, only, without the prior written approval by the Lessor of this permitted use, on a
month-to-month or longer basis(but not longer than the term of this Lease), provided that Lessor
is informed on at least an annual basis, in writing, of the name of the sublessee(s), the purpose of
the sublease, the amount of the rental charged, and the type of aircraft stored (make, model and
registration number. Such information shall be disclosed upon request by Lessor.
13. RIGHT OF INSPECTION. Lessee will allow Lessor, or Lessor's agent, free
access at all reasonable times to the Premises for the purpose of inspection, or of making repairs,
additions or alterations to the Premises,or any property owned by or under the control of Lessor.
14. CONDEMNATION: If the whole or any substantial part of the Premises shall be
condemned or taken by Lessor or any county, state, or federal authority for any purpose,then the
term of this lease shall cease as to the part so taken from the day the possession of that part shall
be required for any purpose, and the rent shall be paid up to that date. From that day the Lessee
or Lessor shall have the right to either(a) cancel this lease and declare the same null and void,or
(b) to continue in the possession of the remainder of the same under the terms herein provided,
except that the rent shall be reduced in proportion to the amount of the premises taken for such
public purposes. All damages awarded for such taking for any public purpose shall belong to and
be the property of the Lessor, 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 Lessee's improvements located on the premises shall belong to and be
awarded to Lessee.
15. SURRENDER OF PREMISES: Lessee shall quit and surrender the premises at
the end of the term in as good a condition 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 Lessee, shall be and remain the property of the Lessor 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. Lessee shall repair at its sole expense any damage to the Premises
occasioned by its use thereof, or by the removal of Lessee's trade fixtures, furnishings and
equipment which repair shall include the patching and filling of holes and repair of structural
damage.
16. INSURANCE:
16a. Personal Property: It is agreed that Lessor shall not be held liable in any manner
for, or on account of, any loss or damage to personal property of the Lessee, Lessee's invitees or
other persons, which may be sustained by fire or water or other insured peril, or for the loss of
any articles by burglary, theft or any other cause from or upon the Premises. It is acknowledged
that Lessor does not cover any of the personal property of Lessee, Lessee's invitees or other
persons upon the Premises through its insurance. Lessee, its invitees and other persons upon the
Premises are solely responsible to obtain suitable personal property insurance.
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16b. Liability Insurance. The Lessee agrees to maintain in force during the term of this
Lease a policy of comprehensive public liability and property damage insurance written by a
company authorized to do business in the State of Washington against any liability arising out of
the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto.
The limits of liability shall be in an amount of not less than$1,000,000.00 for injury to or death of
one person in any one accident or occurrence and in an amount of not less than$1,000,000.00 for
injury to or death of more than one person in any one accident or occurrence, and of not less than
$1,000,000.00 for property damage. The limits of said insurance shall not, however, limit the
liability of Lessee hereunder. The insurance policy shall have a Landlord's Protective Liability
endorsement attached thereto.
17. TAXES: Lessee shall be responsible for the payment of any and all taxes and
assessments upon any property or use acquired under this agreement.
18. HOLDING OVER: If,without execution of any extension or renewal of this lease
Lessee should remain in possession of the premises after expiration or termination of the term of
this lease, then Lessee shall be deemed to be occupying the Premises as a tenant from
month-to-month All the conditions, terms, and provisions of this lease,insofar as applicable to a
month-to-month tenancy,shall likewise be applicable during such period.
19. NOTIC$S: All notices under this lease shall be in writing and delivered in person,
with receipt therefor, or sent by certified mail, in the case of any notice unto Lessor, at the
following address:
289 Perimeter RD E,Renton WA. 98055
and in case of any notice unto Lessee, to the address of the Premises, or such address as may
hereafter be designated by either party in writing.
20. DISCRIMINATION PROHIBITED:
20a. Discrimination Prohibited: Lessee covenants and agrees not to discriminate
against any person or class of persons by reason of race,color,creed, sex or national origin in the
use of any of its facilities provided for the public in the Airport. Lessee further agrees to fiunish
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
Lessee may make reasonable and non-discriminatory discounts, rebates, or other similar types of
price reductions to volume purchasers.
21. ENTIRE AGREEMENT: This Lease contains all agreements of the parties with
respect to any matter mentioned herein. No prior agreement or understanding pertaining to any
such matter shall be effective. This Lease may be modified in writing only, signed by the parties in
interest at the time of the modification.
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22. CORPORATE AUTHORITY: If Lessee is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of said corporation in accordance with a
duly adopted resolution of the Board of Directors of said corporation and in accordance with the
Bylaws of said corporation, and that this Lease is binding upon said corporation in accordance
with its terms.
23. TRANSFER OF PREMISES BY LESSOR: In the event of any sale, conveyance,
transfer or assignment by Lessor of its interest in the Premises, Lessor shall be relieved of all
liabiiUy arising from this Lease and arising out of any act, occurrence or omission occurring after
the consummation of such sale, conveyance, transfer or assignment. The Lessor's transferee shall
be deemed to have&ssurned and agreed to carry out all of the obligations of the Lessor under this
Lease,including any obligation with respect to the return of any security deposit.
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Wherefore,the parties have executed this lease this day of April 10 2004.
Ace Aviation,Inc. Bosair,LLC
a WA. Corparation
a WA.Limited Liability Company
Y
Kurt Boswell : urt oswell
its:President Member:
Date: MAy 240 { Date: (�A1� 17, 200
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