HomeMy WebLinkAboutPermit PAG 07-003
OPERATING PERMIT AND AGREEMENT
between the City of Renton and Kenmore Air Harbor,Inc.
THIS IS A PERMIT TO OPERATE AN AVIATION RELATED ACTIVITY UPON
THE RENTON MUNICIPAL AIRPORT AND AN AGREEMENT between THE CITY OF
RENTON, a Washington municipal corporation ("Permittor"), and Kenmore Air Harbor, Inc., a
Washington corporation ("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 93-004, executed on October 28, 1993, the City of
Renton (Permittor) granted a lease of the subject premises to BHC, Inc., as Lessee.
1.2. Thereafter, BHC, Inc (Lessee) sublet the subject premises to Northwest Seaplanes
for the purpose of covered aircraft storage and operations of an aircraft maintenance facility.
1.3. The Lessor approved an Operating Permit and Agreement (PAG-94-03) with
Northwest Seaplanes (Sublessee) for the purposes of (a) operating a seaplane maintenance facility
for services to the general aviation public, (b) maintaining Sublessee's seaplanes, (c)the storage
of Sublessee's aircraft, and (d) for the conduct of Sublessee's commercial aircraft services.
1.4. Thereafter, BHC, Inc (Lessee) sublet the subject premises to Kenmore Air Harbor,
Inc., (Permittee) by sublease agreement, executed on October 1, 2006, for the purpose of covered
aircraft storage facilities and operation of an aircraft maintenance facility, Exhibit 1, attached
hereto, located at 850 West Perimeter Road.
2. GRANT OF OPERATING PERMIT:
2.1. Description of Premises: The premises leased by Kenmore Air Harbor, Inc., the
Permittee, is described in the sub-lease as:
2.1.1. Interior Space: 5,558 square feet of hangar space and 451 square feet of office
space.
This property, being subleased by BHC, Inc., to Kenmore Air Harbor, Inc., shall hereafter be
referred to as the"Premises".
3. CONDITIONS:
OPERATING PERMIT 1
City of Renton to Kenmore Air Harbor,Inc.
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3.1. Specific Conditions: This grant of an Operating Permit is subject to the
following:
3.1.1. Easements, restrictions and reservations of record and as further set forth
herein;
3.1.2. Such rules and regulations as now exist or may hereafter be promulgated
by the Permittor from time to time, including the Airport Regulations and Minimum
Standards which are incorporated herein by this reference, and Permittor's standards
concerning operation of public aviation service activities from the Airport; and
3.1.3. All such non-discriminatory charges and fees for such use as may be
established from time to time by Permittor; and
3.1.4. 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.
3.2. 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.
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 Federal Aviation Administration. It is
expressly agreed that the Permittee also accepts and will hold and use this permit and the
Premises subject thereto and to all contingencies, risks, and eventualities of or arising out of the
foregoing, and if this permit 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 permit 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.
OPERATING PERMIT 2
City of Renton to Kenmore Air Harbor,Inc.
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None
3.4. Future Development/Funding: Nothing contained in this 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 Airport.
4. TERM OF LEASE, SUBLEASE AND OPERATING PERMIT:
4.1. Initial Term: The term of the sublease to Kenmore Air Harbor, Inc., is for a period
of two (2) years and eleven (11) months commencing on October 1, 2006 and terminating on
August 31, 2009.
4.2. Extended Term: After the Initial Term this Permit may be extended for a term of five
(5) years, unless BHC, Inc. or Kenmore Air Harbor, Inc. notifies the other of the intent to
terminate the sublease, or such time as they enter into a new Sublease Agreement. Any extension
of the Initial Term of this Operating Permit is only renewable upon written notice received by the
Permittor ninety(90) calendar days in advance of the termination date of the Initial Term of this
Operating Permit and Agreement. In no event will the term of the Operating Permit and
Agreement be extended beyond August 31, 2014.
5. RENTAL:
5.1. Rent on lease: As rental for the premises described in LAG 93-004 and addenda
thereto, Lessee has agreed to pay Permittor a monthly rental in the sum of One thousand five
hundred thirty-six and fifty-two one-hundredths dollars ($1, 536.52) commencing on October 28,
2003, which does not include leasehold excise tax.
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 BHC, Inc. a monthly rental in the sum of four
thousand dollars and no cents ($4,000.00) throughout the twelve (12) month period commencing
on October 1, 2006. In the event Lessee fails to pay the rent identified in Paragraph 5.1., then
Permittee may, whether Permittee subleases all or part of Lessee's Airport leasehold interest as
described in LAG 93-004 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.
OPERATING PERMIT 3
City of Renton to Kenmore Air Harbor,Inc.
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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 93-004 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 93-004 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 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.
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:
OPERATING PERMIT 4
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8.1.1. Aircraft storage in accordance with the Airport Regulations and Minimum
Standards for the operation of this type of commercial aeronautic activity at the Renton
Municipal Airport.
8.1.2. Operations of an Aircraft Maintenance and Repair station in accordance with the
Airport Regulations and Minimum Standards for the operation of this type of commercial
aeronautic activity at the Renton Municipal Airport.
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.
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. Stens: 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
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: 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.
8.7. 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.
9. HAZARDOUS WASTE:
9.1. 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.
OPERATING PERMIT 5
City of Renton to Kenmore Air Harbor,Inc.
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9.2. 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.
9.3. IndemnityThe 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., that are suffered or incurred due to the release or disposition of any such
hazardous substance upon the Premises not caused by Permittor, during the term of this Permit,
including remedial action under RCW 70.105D.
9.4. 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
(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.
10. MAINTENANCE:
10.1. Maintenance of Premises: The Premises and all of the improvements or structures
thereon and authorized by the Permittor for use by the Permittee, shall be used and maintained by
Permittee in an operable, neat, orderly, and sanitary manner. Permittor shall not be called upon
to make any improvements, alteration, or repair of any kind upon the Premises. Permittee is
responsible for the clean-up and proper disposal at reasonable and regular intervals of rubbish,
trash, waste and leaves around the Premises, including that blown against fences bordering the
Premises, whether as a result of the Permittee's activities or having been deposited upon the
Premises from other areas.
10.2. Removal of Snow/Floodwater/Mud: Permittee shall be responsible for removal of
snow and/or floodwaters or mud deposited there from the Premises and those areas of the
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.
OPERATING PERMIT 6
City of Renton to Kenmore Air Harbor,Inc.
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10.3. 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.
11. ALTERATIONS.
11.1. 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
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.
11.2. Bond: At any time Permittee either desires to or is required to make any repairs,
alterations, additions, improvements or utility installation thereon, or otherwise, Permittor may at
its sole option require Permittee, at Permittee's sole cost and expense, to obtain and provide to
Permittor a lien and completion bond in an amount equal to one and one-half(I-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, 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.
11.4. 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.
12. ASSIGNMENT:
12.1. 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.
OPERATING PERMIT 7
City of Renton to Kenmore Air Harbor,Inc.
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12.2. No Release of Permittee's Liability: No assignment of this leasehold interest shall
release Permittee from the obligation to pay the rent and to perform all other obligations to be
performed by Permittee under the terms of its sublease. No assignment shall so release Permittee
unless Permittor's consent is obtained pursuant to Paragraph 12.1. In the event that Permittor's
consent to assignment is so obtained, Permittee shall be relieved of all liability arising from this
permit and arising out of any act, occurrence or omission occurring after Permittor's consent is
obtained. The Permittee's assignee must assume and agree to carry out all of the obligations of
Permittee under this permit.
13. DEFAULT:
13.1. Definition: It shall be a default of this Permit if the Permittee fails to comply with
any of the statutes, ordinances, rules, orders, regulations, and requirements of the federal, state,
and/or city governments, any terms of this Permit and/or the underlying lease.
13.2 Action Upon Notice of Default:
13.2.1 In the event of default as provided above, the Permittor may, if it so elects, at any
time thereafter, terminate this permit and the term hereof, on giving to the Permittee thirty(30)
days notice (Notice of Default), in writing, of the Permittor's intention to terminate the Permit.
13.2.2. Alternatively, the Permittor may allow the Permittee to cure the default within
thirty(30) days or, within that time, provide adequate assurance of future ability to cure the
default. Adequate assurance shall include,but not be limited to, a deposit in escrow, a guarantee
by a third party acceptable to Permittor, a surety bond, or a letter of credit. The default must be
cured within ninety(90) days of the notice of default.
13.3. Termination of Permit: Upon the expiration of either of the notice periods
specified in Paragraph 13.2 above, and if the event causing the default is not corrected in a timely
manner, this permit and the term hereof, together with any and all other rights and options of
Permittee herein specified, shall expire and come to an end on the day fixed in such notice.
13.4. No Waiver of Remedies: In the event of default by Permittee, the Permittor may
choose not to pursue a claim against Permittee. Such decision will not operate as a waiver of any
other remedies or claims then available to the Permittor or those that may become available.
14. BINDING AGREEMENT: Subject to the restriction upon assignment or subletting
as set forth herein, all of the terms, conditions, and provisions of this Permit shall be binding
upon the parties, their successors and assigns, and in the case of a Permittee who is a natural
person, his or her personal representative and heirs.
15. 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.
OPERATING PERMIT 8
City of Renton to Kenmore Air Harbor,Inc.
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16. SURRENDER OF PREMISES: Permittee shall quit and surrender the premises at
the end of the term in a condition as good as the reasonable use thereof would permit, normal
wear and tear excepted. Alterations, additions or improvements which may be made by either of
the parties hereto on the Premises, except movable office furniture or trade fixtures put in at the
expense of Permittee, shall be and remain the property of the Permittor and shall remain on and
be surrendered with the Premises as a part thereof at the termination of this 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.
17. INSURANCE:
17.1. 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.
17.2. 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.
17.3. Insurance Policies: Insurance required hereunder shall be written in companies
acceptable to Permittor and rated A-10 or better in "Best's Insurance Guides". Coverages 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 with that coverage being Primary and Non-
contributory to any other insurance coverage available to the City. No such policy shall be
cancelable or subject to reduction of coverage or other modification except after forty-five (45)
days'prior written notice to Permittor. Permittee shall, not less than forty-five (45) days prior to
the expiration of such policies, furnish Permittor with renewals or "binders" therefore. Permittee
shall not do or permit to be done anything which shall invalidate the insurance policies referred
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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.
18. 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.
19. 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.
20. 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 93-004 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.
21. 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.
22. NOTICES: All notices under this lease shall be in writing and delivered in person,
with receipt therefore, or sent by certified mail, to the following addresses:
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a) For the City of Renton: b) For the Permittee:
Airport Manager Kenmore Air Harbor, Inc.
616 West Perimeter Road, Unit A 6321 NE 175th Street
Renton, Washington 98057 Kenmore, WA 98057
23. DISCRIMINATION PROHIBITED:
23.1. Discrimination Prohibited: Permittee covenants and agrees not to discriminate
against any person or class of persons by reason of race, color, creed, sex, national origin, or any
other class of person protected by Federal or State law or the Renton City Code, in the use of any
of its facilities provided for the public in the Airport. Permittee further agrees to furnish services
on a fair, equal and not unjustly discriminatory basis to all users thereof, and to charge on a fair,
reasonable and not unjustly discriminatory basis for each unit of service; provided that Permittee
may make reasonable and non-discriminatory discounts, rebates, or other similar types of price
reductions to volume purchasers.
23.2. 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.
23.3. Application to Sub-leases: Subject to the provisions of Paragraph 12 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.
24. FORCE MAJEURE: In the event that either party hereto shall be delayed or
hindered in or prevented from the performance of any act required hereunder by reason of strikes,
lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental
laws or regulations, riots, insurrections, war, or other reason of like nature not the fault of the
party delayed in performing work or doing acts required under the terms of this Lease, then
performance of such act shall be extended for a period equivalent to the period of such delay.
The provisions of this 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.
25. CAPTIONS: Article and paragraph captions are not a part hereof.
OPERATING PERMIT 11
City of Renton to Kenmore Air Harbor,Inc.
C:ADocuments and Settings\paulak\Local Settings\Temporary Internet Files\OLK112\Kenmore Air Operating Permit
andAgreement-BHC Hangandoc
26. 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.
27. 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.
28. 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.
29. 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.
PERMITTEE: PERMITTOR:
Kenmore Air Harbor, Inc. THE CITY OF RENTON
a Washington corporation a Washington municipal
corpo ation
By Todd Banks Kathy K olker
General Manager Mayor b/1
Date: /v &l /o�- Date: J
ATTEST:
By 1���CYY!%l2l.L LUGS
Bonnie Walton, City Clerk
Date: /0- /7-02007
Approved as to legal form:
OPERATING PERMIT 12
City of Renton to Kenmore Air Harbor,Inc.
C:\Documents and Settings\paulak\Local Settings\Temporary Internet Files\OLK112\Kenmore Air Operating Permit
andAgreement-BHC Hangar.doc
City Attorney
OPERATING PERMIT 13
City of Renton to Kenmore Air Harbor,Inc.
C:\Documents and Settings\paulak\Local Settings\Temporary Internet Files\OLK112\Kenmore Air Operating Permit
andAgreement-BHC Hangar.doc
SUBLEASE
This Sublease("Sublease")is effective as of the first day of October, 2006,by and
between BEAVER HANGAR CORPORATION, a Washington corporation
("Sublandlord") and Kenmore Air Harbor, Inc., a Washington corporation("Subtenant").
`NW Seaplanes, Inc. is also a party to this Sublease as a guarantor of the obligations of the
Subtenant.
RECITALS
A. The City of Renton, as landlord("Master Landlord"), and Sublandlord, as
tenant, entered into a Lease dated October 28, 1993, (the "Prime Lease")which covers
certain premises (the "Premises")located at Renton Municipal Airport in Renton,
Washington, and situated upon land described in Exhibit A attached hereto.
B. Subtenant desires to sublet from Sublandlord one(1)hangar bay and two
(2) office/mechanics rooms (the "Subleased Premises") located in the Premises and
Sublandlord desires to sublet the Subleased Hangar Premises to Subtenant, subject to the
terms and conditions contained in this Sublease. The Subleased Hangar Premises are
depicted on Exhibit B attached hereto. The agreed area of the Subleased Hangar Premises
consists of approximately 5,558 sq. ft. of the approximately 11,885 sq. ft. hangar
building.
C. Subtenant desires to sub-sublet approximately 451 square feet of office
space located in a portion of the Subleased Premises to the previous subtenant,NW
Seaplanes, Inc., for a period not to exceed twelve(12)months from the date hereof.
NOW,THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sublandlord and Subtenant hereby agree as follows:
1. Agreement to Lease. Sublandlord hereby leases to Subtenant and
Subtenant hereby leases from Sublandlord the Subleased Premises.
2. Term. The term of this Sublease shall be for two (2)years eleven(11)
months , commencing on October 01,2006 (the "Commencement Date") and
terminating,unless extended as set forth below, at midnight on August 31, 2009.
3. Option to Extend.Upon 60 days written notice, subject to the delivery
notice requirement set forth in Paragraph 20, Subtenant has the option to renew for an
additional term of five(5)years, commencing on the expiration date of the initial terms
hereof and terminating at the end of the five-year period. If Subtenant exercises the right
of extension,rent shall be established to reflect the current market rate for similar space
at the Renton Airport,but it shall not be less than the rent set forth in Paragraph 4 of this
Sublease, as increased by the same percentage that the CPI may increase from August
31,2004 to September 1, 2009.
4. Rent. Subtenant shall pay to Sublandlord rent for the Subleased Hangar
Premises of Four Thousand Dollars ($4,000)per month(the "Rent"),payable in advance,
without offset or deduction, on the.first day of each month commencing on October 1,
2006. Subtenant acknowledges and agrees that the Prime Lease and this Sublease are
triple net leases intended to provide the City, as Master Landlord, and Sublandlord,
respectively,with the net income from rent, free and clear of any and all expenses,
charges,taxes, costs and expenses imposed on the Sublandlord under any provisions of
the Master Lease which arise during the initial term or extended term of this Sublease
including, without limitation,the pro-rata share of insurance premiums paid by the
Sublandlord. Both the rent and any such additional charges shall be set forth in a
monthly invoice delivered to Subtenant by Sublandlord.
In the event that the rent charged the Sublandlord under the Prime Lease is
increased by the Master Landlord during the term of this Sublease, the rental amounts to
be charged Subtenant shall be automatically increased by 47%the amount of the increase
to the base ground rent paid by Sublandlord to the City.
5. Utilities. Subtenant shall pay to Sublandlord 47% of the monthly utilities
expenses including electricity, gas,heat,water, sewer, and garbage each month payable
with the monthly rent.
6. Late Payment Charge. Sublandlord and Subtenant agree that if the rent
to be paid hereunder is not paid before the 10`h day of each month,there will be added a
late payment charge of five percent(5%)per month for each month delinquency until
paid. It is agreed that this late payment charge is a reasonable estimate of the increased
cost to Sublandlord to monitor and collect late payments.
7. Alterations. No alterations shall be made in the improvements and
facilities constructed on the Subleased Premises without the prior written approval of
Sublandlord,which shall not be unreasonably withheld. Any alterations made by
Subtenant following Sublandlord's approval shall be paid for by Subtenant on a lien-free
basis.
8. Use. The purpose and use of this Sublease and Subtenant's use of the
Premises shall be for the maintenance of Subtenant's seaplanes, to store aircraft,to
provide seaplane maintenance services to the general public and for the conduct of
Subtenant's commercial aircraft services.
9. Prime Lease.This Sublease is subject to the provisions of the Prime
Lease and Subtenant shall not suffer any act or omission that will violate any of the
provisions of the Prime Lease. If the Prime Lease terminates,this Sublease shall
terminate and the parties shall be relieved from all liabilities and obligations under this
Sublease; provided, however, that if the Prime Lease or this Sublease terminates, as a
result of a default of either party then such party shall be liable to the other party for all
Page 2 of 9
damages suffered by such party as a result of termination of the Prime Lease or this
Sublease.
10. Incorporation of Terms of Prime Lease. All terms of the Prime Lease
(other than those obligating Sublandlord to make payments to Master Landlord) are
incorporated into this Sublease as if fully set forth herein. Sublandlord does not assume
the obligations of Master Landlord under any of the provisions of the Prime Lease.
11. Default. If:
11.1 Subtenant shall fail to make payment of any sum to be paid by Subtenant
under this Sublease five(5)days following Sublandlord's written notice to Subtenant of
such failure to pay; or
11.2 Subtenant shall fail to perform any of the other covenants or conditions
that Subtenant is required to observe and perform under this Sublease fifteen (15) days
following Sublandlord's written notice to Subtenant of such failure to perform;
then Sublandlord may treat the occurrence of any one or more of the foregoing events as
a default by Subtenant under this Sublease, and thereupon, Sublandlord may terminate
this Sublease and pursue any and all other rights and remedies provided Sublandlord at
law or in equity.
12. No Right to Sublet or Assign. Sublandlord hereby provides consent to
the Subtenant to sub-sublease approximately 451 square feet of office space in the Sublet
Premises to NW Seaplanes, Inc. for a period not to exceed twelve(12)months from the
date hereof. This sub-sublease shall be subject to all the terms and condition of this
Sublease and the Prime Lease. Otherwise, Subtenant may not assign or sublet all or any
portion of the Premises without prior written consent of Sublandlord.
13. Hazardous Substances. Subtenant shall not dispose of or otherwise
allow the release of hazardous waste or materials in, on or under the Premises, or any
adjacent property or improvements owned or leased by Sublandlord. Subtenant
represents, warrants to Sublandlord that Subtenant's intended use of the Premises does
not involve the use,production, disposal or bringing on to the Premises of any hazardous
waste or materials, other than fuels, lubricants and other products which are customary
and necessary for the Subtenant's ordinary course of business. As used herein the term
"hazardous waste or materials" includes any substance, waste or material defined or
designated as hazardous,toxic or dangerous (or any similar term)by any federal, state or
local statute,regulation,rule or ordinance now or hereafter in effect,including,but not
limited to,the Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. 9601, and the Model Toxics Control Act,RCW 70.105D. Subtenant promptly
shall comply with all statutes, regulations and ordinances, 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 of hazardous waste or
materials in, on or under the Premises or any adjacent property or improvements owned
or leased by Subtenant at Subtenant's expense,to the extent the presence of such
Page 3 of 9
3�r° `rr�✓
hazardous waste or materials results from the acts or omissions of Subtenant or any other
person or party for whom Subtenant would otherwise be liable, including but not limited
to Subtenant's agents,representatives,subtenants, suppliers or users of Subtenant's
services on the Premises (collectively, "Additional Parties").
After notice to Subtenant and a reasonable opportunity for Subtenant to effect such
compliance, Sublandlord may,but is not obligated to enter upon the Premises and take
such actions and incur such costs and expenses to effect such compliance as it deems
advisable to protect its interest in the Premises; provided, however, that Sublandlord shall
not be obligated to give Subtenant notice and an opportunity to effect such compliance if
(a) such delay might result in material adverse harm to Sublandlord or the Premises; (b)
Subtenant already has had actual knowledge of the situation and a reasonable opportunity
to effect such compliance,or(c) an emergency exists. Whether or not Subtenant has
actual knowledge of the release of hazardous waste or material on the Premises or any
adjacent property as the result of use of the Premises by Subtenant or any Additional
Parties, Subtenant shall reimburse Sublandlord for the full amount of all costs and
expenses incurred by Sublandlord in connection with such compliance activities, and
such obligation shall continue even after the assignment or termination of this Sublease.
Subtenant shall notify Sublandlord immediately of any release of any hazardous waste or
materials on the Premises.
Subtenant agrees to indemnify and hold harmless Sublandlord against any and all losses,
liabilities, suits, obligations, fines,damages,judgments,penalties, claims, charges,
cleanup costs,remedial actions, costs and expenses(including,without limitation,
consultant fees, attorney's fees and disbursements)which may be imposed on, incurred or
paid by,or asserted against Sublandlord or the Premises by reason of, or in connection
with(a) any misrepresentation,breach of warranty or other default by Subtenant under
this Sublease, or(b) the acts or omissions of Subtenant or any Additional Parties
resulting in the release of any hazardous waste or materials. Sublandlord agrees to
indemnify and hold harmless Subtenant against any and all losses, liabilities, suits
obligations, fines, damages,judgments,penalties, claims, charges, cleanup costs,
remedial actions, costs and expenses (including,without limitation, consultant fees,
attorney's fees disbursements)which may be imposed on, incurred or paid by, or asserted
against Subtenant by reason of, or in connection with(y) any misrepresentation,breach
of warranty or other default by Sublandlord, or any other person for whom Sublandlord
would otherwise be liable(with the exception of Subtenant or any Additional Parties)
resulting in the release of any hazardous waste or materials.
14. Acceptance of Premises. Subtenant accepts the premises in their present
condition. Except for reasonable wear and tear and damage by casualty, Subtenant shall
preserve the Subleased Premises in as good repair as they now are or may hereafter be
put into. All repairs shall be at Subtenant's sole cost and expense, except outside walls,
roof and foundation. At the expiration or sooner termination of this Sublease, Subtenant
will quit and surrender the Subleased Premises in a neat and clean condition and will
dispose of, at Subtenants expense, all-debris and waste materials. Subtenant shall also
Page 4 of 9
deliver all keys belonging to the Subleased Premises to Sublandlord or Sublandlord's
agent.
15. Insurance.
(a) Liability Insurance—Subtenant shall during the Sublease term, at its
sole expense,maintain in full force a policy of aircraft and premises liability insurance in
an amount not less than One Million Dollars ($1,000,000)per occurrence. Subtenant
shall also pay for and shall maintain in full force and effect during the term of this
Sublease a standard form policy of aircraft physical damage insurance covering the
aircraft owned by Subtenant and located in the Subleased Premises. Subtenant shall
name Sublandlord on its insurance policy as an additional insured. Subtenant shall
provide Sublandlord a copy of the Certificate of Insurance annually upon renewal of
Subtenant's policy.
(b) Personal Property—It is agreed that Sublandlord shall not be held
liable in any manner for or on account of any loss or damage to personal property of
Subtenant, its sub lessees, guests, invitees or customers, which may be sustained by
reason of fire,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 Sublandlord does
not cover any of the personal property of Subtenant through its insurance. Subtenant is
solely responsible to obtain suitable personal property insurance at its discretion.
16. Successors and Assigns. The covenants and agreements of this Sublease
shall be binding upon the successors, assigns,heirs and legal representatives of the
parties hereto.
17. Quiet Possession. Sublandlord warrants that, so long as Subtenant is not
in default under this Sublease beyond any applicable cure period with respect to a default
for which Sublandlord has notified Subtenant, Subtenant's quiet possession of the
Subleased Premises shall not be disturbed by Sublandlord or others claiming through
Sublandlord.
18. Attorneys' Fees. If by reason of any default on the part of either party it
becomes necessary for such party to employ an attorney, or if such party shall bring an
action for any relief against the other party, declaratory or otherwise, arising out of this
Sublease, and such party shall prevail in such action,then and in any of such events the
losing party shall pay the prevailing party a reasonable attorney's fee and all costs and
expenses expended or incurred by the prevailing party in connection with such default or
action, including expenses of appeal.
19. Notice to Master Landlord. Sublandlord shall provide written notice to
Master Landlord as required in the Prime Lease dated October 28, 1993 upon the
initiation of such subletting to the Subtenant.
20. Notices. Whenever in this Sublease it shall be required or permitted that
notice or demand be given or served by either party to this Sublease to or on the other,
such notice or demand shall not be deemed to be given or served unless such notice is in
writing and personally delivered, and a receipt therefore obtained from an authorized
Page 5 of 9
recipient, or forwarded by certified or registered mail, addressed to the addresses of the
parties specified below:
If to Sublandlord: Beaver Hangar Corporation
c/o Christopher T. Bayley
Dylan Bay Charters
1411 Fourth Avenue, #1430
Seattle,WA 98101
OR
Marsha Spengler, Bookkeeper
2902 Lake Washington Blvd.North
Renton,WA 98056
If to Subtenant: Kenmore Air Harbor, Inc.
Todd Banks
6321 N.E. 175" Street
Kenmore,WA 98028-0064
If to NW Seaplanes,Inc:
NW Seaplanes, Inc.
P. O. Box 1845
Renton, WA 98057
Either party may change such address by written notice by mail to the other. The
foregoing method of service shall be exclusive and each party hereby waives, to the
fullest extent waivable under the law,the right to any other method of service required by
any statute or law now or hereafter in force.
18. Entire Agreement.This Sublease contains all the agreements between the
parties and shall not be modified except in writing and signed by both Sublandlord and
Subtenant.
19. NW Seaplanes,Inc. In the event that the Subtenant defaults during the
initial term of this Sublease,the Sublandlord agrees to provide written notice to NW
Seaplanes of such default and NW Seaplanes shall be jointly and severally liable with the
Subtenant to the Sublandlord for the obligations under this Sublease. The liability of NW
Seaplanes hereunder shall terminate upon any extension, modification or alteration of this
Sublease agreed to by Sublandlord and Subtenant or their successors or assigns.
EXECUTED as of this , ._, day of September,2006.
SUBLANDLORD: BEAVER HANGAR CORPORATION, a
Washingt c tion
By
Its ee ,i
Page 6 of 9
�.rrr
SUBTENANT: Kenmore Air Harbor, Ipc.
By ' �-
Its GP�ei w� /�tct ,�.✓
NW Seaplanes, Inc., a Washington Corporation
By
a, �—
Its Pre s
ATTACHMENTS:
Exhibit A Description of Premises
Exhibit B Depiction of Subleased Premises
Page 7 of 9
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this Iq AA day of September, 2006,before me a Notary Public in and for the
State of Washington,personally appeared Chrlsko htr i.$a �� ,personally
known to me(or proved to me on the basis of satisfactory evidence)to be the person who
executed this instrument,on oath stated that he was authorized to execute the
instrument, and acknowledged it as the P777 e f of
BEAVER HANGAR CORPORATION,to be the free and voluntary act and deed of said
corporation for the uses and purposes mentioned in the instrument.
IN WITNESS WHEREOF, 1 have hereunto set my hand and official seal the day and year
#"tr"-,above written.
L/o�.
NOTARY PUBLIC in and for the State of
•}''`' ` Washington,residing at Seaffle,, SVA
�o My appointment expires 02-68-09
Print Name c7'o4WA(A 42900-sCP.
STATE OF WASHINGTON }
ss.
COUNTY OF KING )
On this ���'J day of September, 2006 e ore a N y Public in and for
the State o"f Washington,personally appeared U Z IV
personally known to me(or proved to me on the basis of sa isfactory evidence) to be the
person who executed this instrument, on oath stated that /2e. authorized to
exe ute the in tryment, and acknowledged it as the
of KENMORE AIR HARBOR, INC, to be the
free and vo untary actdeed of said corporation for the uses and purposes mentioned
in the instrument.
IN WITNESS WHEREOI;,• ha've hexeunto set y ha nd official e 1 the d d year
first above writte . E
r sio�y'�
G �4
�OTggy OT Y PUBLIC in a f r e State of
`N�: pV$�G Washington,residing a
9 1 My appoint nt pire
s Print Name jI 'e
Page 8 of 9
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this "2 -0 day of September,2006,before me, a Notary Public in and for the
State of Washington,personally appeared C(.��k- C oA'o o-, ,personally
known to me(or proved to me on the basis of satisfactory evidenc ) to be the person who
executed this instrument, on oath stated that Vv-- was authorized to execute the
instrument, and acknowledged it as the i� ,t - of NW
SEAPLANES, INC.,to be the free and voluntary act and deed of said corporation for the
uses and purposes mentioned in the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and offic' 1 s 1 th day and year
first above written.
NOTARY PUBLIC m and for the State of
\ � vy2.
`���������11t�{I� Washington,residing at 11e.
�,.•
Gg� �N,,, s'
i�!/ My appointment expires -3�- �
= t� ', �' Print Name �r 5 Ca r-\ o
i
iV = i
A fo
44 O
*� r �
i a,,0 1-31 �0 —
i
Page 9 of 9
I AG---g 0V
DATE 3---
13
ExHmrr"A"
BHC,INC.
NQRI WEST HANGAR PROPERTY
alta 850 BUII.DING
That portion of the Northwest Quarter of Section 7,Township 23 North Range 5 East
W.Nt described as follows:
Commencing at a point 10 feet northerly of the intersection of the West Margin of Lake
Avenue South(formerly Lake Street)with the centerline of Airport Way S.•(formerly Dixie
Avenue according to the plat of Renton Real Estate FirstAddn.as recorded in Volume 21,Page
50 Records of King County,Washington);
Thence South 87x0'17"East on a line 10 feet Notch of and parallel to the centerline of
Airport Way South a distance of 236.3.1 feet.to its intersection with the southerly extension of
the centerline of the v6sting runway of the City of Renton airport;
Thence along said runway centerline North 04049'43"West xdistance of 294.74 feet to a
point referred to as Runway Station 0+00;
Thence North 0404943".West a distance of 4,792.70 feet;
Thence South 8501017" West a distance of 375.00 feet;
Thence South.04049'43"East a distance of 22.50 feet to the True Point of Beginning;
Thence South 04049'43"East a distance of 167.50 feet;
Thence South 85010'17"West a distance of 170.18.feet;
Thence North 0404943"West a distaace of 40.00 feet;
Thenco South 85000'17"West a'distance of 170:00 feet;
Thence North 04053'45"East a distance of 129.52 feet.
Thence North 95016'17"East a distance of 318.44 feet to the True Point of Beginning
AREA. 48,778.57 square feta
LEASE AGREEMENT- 18 ton to BHCtty of Ren C,Inc. ORIGINA
r
EXHIBIT B
®
ft
�e
SUBLEASE AGREEMENT
I. PARTIES
This Sublease is entered into as of the f day oL.&epteu�er, 2006, by and between Kenmore Air
Harbor,Inc. ("Sublessor"), a Washington corporation,Sublessor, and NW Seaplanes,Inc. ("Sublessee"),
a Washington corporation. This is a Sub-Sublease under the Master Lease between the City of Renton, as
Master Landlord, and Beaver Hangar Corporation("BHC'), a Washington corporation, as Master Tenant,
dated Octo er 28 1993 ("Master Lease"), and a sublease between BHC and Kenmore Air Harbor, Inc,.
dated��, 2006 ("Master Sublease"). Copies of the Master Lease and Master Sublease are
attached hereto as Exhibit A and Exhibit B,respectively,and incorporated herein by reference.
II. PROVISIONS CONSTITUTING SUBLEASE
This Sublease is subject to all of the terms and conditions of the Master Lease and the Master Sublease,
except as specifically exempted herein and Sublessee shall assume and perform the obligations of
Sublessor as provided for in the Master Lease and Master Sublease,to the extent said terms and conditions
are applicable to the Premises subleased pursuant to this Sublease. This Sublease shall control in the event
of a conflict between it and the Master Lease or the Master Sublease. Sublessee shall not commit or permit
to be committed on the subleased Premises any act or omission which shall violate any term or condition of
the Master Lease or Master Sublease. Sublessee agrees to observe and comply with the general operating
restrictions of the Master Lease and Master Sublease and not to act or omit to act so as to cause a default
under the Master Lease or Master Sublease. In the event of the termination of Sublessor's interest under
the Master Sublease for any reason,then this Sublease shall terminate coincidentally therewith without any
liability of Sublessor to Sublessee.
III. PREMISES
Sublessor leases to Sublessee and Sublessee leases from said Sublessor the following described Premises:
approximately 1-/5-1 square feet of office space located in the building as generally described on
Exhibits A and B of the Sublease. The specific area of the Premises subject of this Sublease is shown on
Exhibit C,which is attached hereto and incorporated herein by reference.
IV. TERM
The term of this Sublease shall be for a period commencing on October 1,2006 and ending at midnight on
September 30,2007,unless sooner terminated pursuant to any provision hereof.
V. RENT
Sublessee shall pay to Sublessor$500.00 per month rent for the Premises. Except as set forth herein,rent
shall be payable without notice or demand and without any deduction,offset,or abatement in lawful money
of the United States of America to Sublessor at the address stated herein or to such other persons or at such
other places as Sublessor may designate in writing.
In addition to the monthly base rent of$500.00,the Sublessee shall pay Sublessor 12.5%of the operating
expenses and any other amounts that Sublessor is required to pay BHC under the Master Sublease.K This
Sublease is also subject to any CPI or any other cost of living increase provided for in the Master Sublease.
\t61o1c_ J1.1DA ����
J
1,.x.5 v n-✓� t$� `�J�t�+-tel. v,til S
L�
1
+A.r
VI. USE
The Premises shall be used and occupied by Sublessee as general office space and for no other purpose
without the prior written consent of Lessor which shall not be unreasonably withheld.
VII. SIGNAGE
Sublessee, at its sole cost and expense, shall be permitted to install and maintain signage with approval
thereof by Lessor and Sublessor, which approval Sublessor agrees shall not be unreasonably withheld or
delayed. Sublessee shall remove all signage and repair any damage caused thereby at its sole cost and
expense prior to the expiration of the term of the Sublease.
Address: SUBLESSOR: KENMORE AIR HARBOR,INC.
6321 N.E. 1751'Street
P.O.Box 82064 By: j
Kenmore,WA 98028-0064
Its:
Address: SUBLESSEE: NW SEAPLANES,INC.
By:
Its: rk=f
2
STATE OF WASHINGTON )
I )ss.
County of )
On this day of ,2006,before me,the undersigned,a Notary Public
in and for the7 to s
ate; Wa ington, duly commissioned and sworn, persally appeared
to me known to be the
of K &more Air Harbor,-Inc.,the corporation that executed the foregoing instrument, and ackn ledged
the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes
therein mentioned.
Witnes
spi .o(fcial seal heret affix "e day and year first abov itten.
F-O,pit+NF:� �AR)P, i (Print Name)
...•• N: NOTA PUBLIC in an fo a tate of `J
PUBLIG f Washington,residing a
`NJ►';• �•::, � My commission expires: —
/14614 0F.W
STATE OF WASHINGTON )
)ss.
County of )
On this ZU day of 2006,before me,the undersigned, a Notary Public
in and for the State of Washington, duly commissioned and sworn, personally appeared
C ht c.2 6 , to me known to be the Tr-e,a 4,.c 4
of NW Seaplanes,Inc.,the corporation that executed the foregoing instrument,and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein
mentioned.
Witness my hand and official seal hereto affixed the day and year f above written.
\AL1
\\\ 11tH
_(Print Name)
NOTARY PUBLIC in and for the State of
Washington,residing at
J
My commission expires: I
v s05
i
i
/fill, OF\WPS
\S.nOyJI IWMjAevnse ANCI,G.Cvlwn PSAUs...E.d.n{..lSublw.eNW Suplwal0oSo9ltd«
3